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                           CERTIFICATE OF DESIGNATION
                                       OF
                            SERIES D PREFERRED STOCK
                                       OF
                              DIPLOMAT CORPORATION

         Pursuant to Section 151 of the Delaware General Corporation Law,
Diplomat Corporation (the "Corporation"), a corporation organized and existing
under and by virtue of the provisions of the Delaware General Corporation Law
that pursuant to authority conferred upon the Board of Directors of the
Corporation (the "Board") by the Certificate of Incorporation of the
Corporation, the Board, by a Unanimous Written Consent dated December 23, 1997,
adopted the following resolution authorizing the creation and issuance of a
series of 95,000 shares of Series D Preferred Stock, (the "Series D Preferred
Stock" or the "Series"), which resolution is as follows:

                RESOLVED, that pursuant to authority expressly granted to and
vested in the Board of Directors by the Certificate of Incorporation, as
amended, of the Corporation, the Board hereby creates a series of 95,000 shares
of Series D Preferred Stock, of the Corporation and authorizes the issuance
thereof, and hereby fixes the designation thereof, and the voting powers,
preferences and relative, participating, optional and other special limitations
or restrictions thereon (in addition to the designations, preferences and
relative, participating and other special rights, and the qualifications,
limitations or restrictions thereof, set forth in the Certificate of
Incorporation, as amended, of the Corporation, which are applicable to the
preferred stock of all series, if any) as follows:

                  1.  Designation.  The shares of the Series shall be designated
"Series D Preferred Stock", and the number of shares constituting the Series
shall be 95,000.

                  2.  Dividends. Holders of the Series D Preferred Stock
(the "Holders") shall be entitled to an annual cumulative dividend of eight and
one-half percent (8.5%) of the Liquidation Value of the Series D Preferred
Stock, from the date of issuance and payable monthly commencing January 31,
1998. Dividends will be payable in cash or accumulated and payable in kind in
Common Stock upon conversion pursuant to Section 5 herein. The Corporation may
set a record date for the payment of any dividend, on at least 10 days prior
notice to all holders, which record date shall be not more than 60 days prior to
a dividend payment date. Dividends payable for any period less than a full year,
will be computed on the basis of a 360 day year with equal months of 30 days.

                  3.  Liquidation.

                           (a) Liquidation Preference. Upon any liquidation,
 dissolution, or winding up of the Corporation, whether voluntary or 
involuntary, and after provision for the payment of creditors, the Holders shall
be entitled to be paid an amount equal to $100.00 per share ("Liquidation
Value") of Series D Preferred Stock held, before any distribution or payment is
made upon any shares of Common Stock and any other series of stock junior to


the Series D Preferred Stock. The Series D Preferred Stock shall be in parity
with the most senior of the Corporation's preferred stock, including but not
limited to Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred

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Stock and Series E Preferred Stock (the "Parity Stock") with respect to
liquidation rights. The Corporation shall not authorize or issue any class or
series of preferred stock which is pari passu or senior to the Series D
Preferred Stock without the prior written consent of the Holder of the Series D
Preferred Stock (pursuant to Section 6 hereof).

                           (b) Ratable Distribution. If upon any liquidation,
dissolution or winding up of the Corporation, the net assets of the Corporation
to be distributed among the Holders shall be insufficient to permit payment in 
full to the Holders of such Series D Preferred Stock, then all remaining net
assets of the Corporation after the provision for the payment of the
Corporation's debts shall be distributed ratably in proportion to the full
amounts to which they would otherwise be entitled to receive among the Holders
and the Holders of the Parity Stock.

                          (c) Corporate Changes. The sale, lease or exchange of
all or substantially all of the Corporation's assets or the merger or
consolidation of the Corporation which results in the holders of Common Stock of
the Corporation receiving in exchange for such Common Stock cash, notes, 
debentures or other evidences of indebtedness or obligations to pay cash, or
preferred stock of the surviving entity which ranks on a parity with
or senior to the Series D Preferred Stock as to dividends or upon
liquidation, dissolution or winding-up shall be deemed to be a liquidation,
dissolution or winding up of the affairs of the Corporation within 
the meaning of this Section 3(c). In the case of mergers or consolidations 
of the Corporation where holders of Common Stock of the Corporation
receive, in exchange for such Common Stock, common stock or preferred stock
in the surviving entity (whether or not the surviving entity is the
Corporation) of such merger or consolidation, or common stock or preferred
stock of another entity (in either case, such preferred stock to be received in
exchange for common stock is herein referred to as "Exchanged Preferred Stock"),
which is junior as to dividends and upon liquidation, dissolution or winding up
to the Series D Preferred Stock, the merger agreement or consolidation agreement
shall expressly provide that the Series D Preferred Stock shall become preferred
stock of such surviving entity or other entity, as the case may be, with the
same annual dividend rate and equivalent rights to the rights set forth herein;
provided however that if the Exchanged Preferred Stock is to be mandatorily
redeemed in whole or in part through the operation of a sinking fund or
otherwise the merger or consolidation agreement shall expressly provide that, or
other provisions shall be made so that, all shares of the Series D Preferred
Stock shall be mandatorily redeemed prior to the first mandatory redemption of
the Exchanged Preferred Stock; and provided further, that in the event the
Corporation or an affiliate of the Corporation optionally redeems or otherwise
acquires any or all of the then outstanding shares of Exchanged Preferred Stock,
the Corporation shall redeem all shares of Series D Preferred Stock. In the
event of a merger or consolidation of the Corporation where the consideration
received by the holders of common stock consists of two or more types of the


consideration set forth above, the holders of the Series D Preferred Stock shall
be entitled to receive either cash or securities based upon the foregoing in the
same proportion as the holders of common stock of the Corporation are receiving
cash or debt securities, or equity securities in the surviving entity or other
entity.

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                  4. Voting Rights.  The Series D Preferred Stock shall have
voting rights equal to 3,166,667 shares of the Company's common stock on all 
matters on which the common stock votes.

                  5. Conversion Rights. The Series D Preferred Stock shall be
convertible into Common Stock immediately as follows:

                           (a) Optional Conversion.  Subject to and upon 
compliance with the provisions of this Section 5, a Holder shall have the right
at such Holder's option at any time or from time to time, to convert any of 
such shares of Series D Preferred Stock into fully paid and non-assessable 
shares of Common Stock at the then Conversion Rate (as hereinafter defined), 
plus accrued and unpaid dividends upon the terms hereinafter set forth.

                           (b) Conversion Rate.Each share of Preferred Stock is
convertible into thirty-three and one-third (33 1/3) shares of common stock,
subject to adjustment as set forth in Section 5(d) hereof.

                           (c) Mechanics of Conversion. The Holder may exercise
the conversion right specified in Section 5(a) by giving written notice to the
Corporation, that the Holder elects to convert a stated number of shares of 
Series D Preferred Stock into a stated number of shares of Common Stock, and by
surrendering the certificate or certificates representing the Series D Preferred
Stock so to be converted, duly endorsed to the Corporation or in blank, to the
Corporation at its principal office (or at such other office as the Corporation
may designate by written notice, postage prepaid, to all Holders) at any time
during its usual business hours on or before the Conversion Date (as defined
below), together with a statement of the name or names (with addresses) of the
person or persons in whose name the certificate or certificates of Common Stock
shall be issued.

                               (1) Conversion Deemed Effective. Conversion shall
be deemed to have been effected on the date when delivery of notice of an 
election to convert and certificates for shares are made and such date is
referred to as the "Conversion Date"; provided, however, that any such surrender
on any date when the stock transfer books of the Corporation shall be closed
shall constitute the person or persons in whose name or names the certificates
for such shares are to be issued as the record holder or holders thereof for
all purposes at the close of business on the next succeeding day on which such 
stock transfer books are open.

                               (2) Issuance of Common Stock; Effect of 
Conversion. Promptly after receipt from a Holder of the written notice referred
to in Section 5(c) and surrender of the certificate or certificates representing


the share or shares of Series D Preferred Stock to be converted, the Corporation
shall cause to be issued and delivered to said holder, registered in such name 
or names as such holder may direct, a certificate or certificates for the number
of shares of Common Stock issuable upon the conversion of such share or shares.

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                           (d) Conversion Rate Adjustments. The Conversion Rate
shall be subject to adjustment from time to time as follows:


                               (1) Consolidation, Merger, Sale, Lease or 
Conveyance. In case of any consolidation with or merger of the corporation with 
or into another corporation, or in case of any sale, lease or conveyance to
another corporation of the assets of the Corporation as an entirety or
substantially as an entirety, each share of Series D Preferred Stock shall after
the date of such consolidation, merger, sale, lease or conveyance be convertible
into the number of shares of stock or other securities or property (including
cash) to which the Common Stock issuable (at the time of such consolidation,
merger, sale, lease or conveyance) upon conversion of such share of Series D 
Preferred Stock would have been entitled upon such consolidation, merger, sale, 
lease or conveyance; and in any such case, if necessary, the provisions set 
forth herein with respect to the rights and interests thereafter of the holder 
of the shares of Series D Preferred Stock shall be appropriately adjusted so as
to be applicable, as nearly as may reasonably be, to any shares of stock or 
other securities or property thereafter deliverable on the conversion of the
shares of Series D Preferred Stock.

                               (2) Stock Dividends, Subdivisions,
Reclassification or Combinations. If the Corporation shall (i) declare a
dividend or make a distribution on its Common Stock in shares of its Common 
Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into
a greater number of shares, or (iii) combine or reclassify the outstanding 
Common Stock into a smaller number of shares, the Conversion Rate in effect at
the time of the record date for such dividend or distribution or the effective
date of such subdivision, combination or reclassification shall be
proportionately adjusted so that the holder of any shares of Series D Preferred
Stock surrendered for conversion after such date shall be entitled to receive
the number of shares of Common Stock which he would have owned or been entitled
to receive had such Series D Preferred Stock been converted immediately prior
to such date. Successive adjustments in the Conversion Rate shall be made 
whenever any event specified above shall occur.

                           (e) Fractional Shares. No fractional shares of Common
Stock or scrip shall be issued upon conversion of shares of Series D Preferred 
Stock. If more than one share of Series D Preferred Stock shall be surrendered
for conversion at any one time by the same holder, the number of full shares of
Common Stock issuable upon conversion thereof shall be computed on the basis of
the aggregate number of shares Series D Preferred Stock so surrendered. Instead
of any fractional shares of Common Stock which would otherwise be issuable upon
conversion of any shares of Series D Preferred Stock, the Corporation shall pay
a cash adjustment in respect of such fractional interest in an amount equal to
that fractional interest of the then current market price.




                           (f) Treasury Stock. For the purposes of this
Section 5, the sale or other disposition of any Common Stock theretofore held 
in the Corporation's treasury shall be deemed to be an issuance thereof.

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                           (g) Costs. The Holder shall pay all documentary,
stamp, transfer or other transactional taxes attributable to the issuance or
delivery of shares of Common Stock upon conversion of any shares of Series D 
Preferred Stock; provided further that the Corporation shall not be required
to pay any taxes which may be payable in respect of any transfer involved
in the issuance or delivery of any certificate for such shares in a name other
than that of the holder of the shares of Series D Preferred Stock in respect
of which such shares are being issued.

                           (h) Reservation of Shares. The Corporation shall
reserve at all times so long as any shares of Series D Preferred Stock remain
outstanding, free from preemptive rights, out of its treasury stock (if
applicable) or its authorized but unissued shares of Common Stock, or both, 
solely for the purpose of effecting the conversion of the shares of Series D
Preferred Stock, sufficient shares of Common Stock to provide for the conversion
of all outstanding shares of Series D Preferred Stock.

                           (i) Approvals. If any shares of Common Stock to be
reserved for the purpose of conversion of shares of Series D Preferred Stock 
require registration with or approval of any governmental authority under any
Federal or state law before such shares may be validly issued or delivered upon
conversion, then the Corporation will in good faith and as expeditiously as
possible endeavor to secure such registration or approval, as the case may be.
If, and so long as, any Common Stock into which the shares of Series D Preferred
Stock are then convertible is listed on any national securities exchange, the
Corporation will, if permitted by the rules of such exchange, list and keep 
listed on such exchange, upon official notice of issuance, all shares of such
Common Stock issuable upon conversion.

                           (j) Valid Issuance. All shares of Common Stock which 
may be issued upon conversion of shares of Series D Preferred Stock will upon
issuance by the Corporation be duly and validly issued, fully paid and 
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof, and the Corporation shall take no action which will cause a
contrary result.

                  6. Covenants. In addition to any other rights provided by law,
so long as any Series D Preferred Stock is outstanding, the Corporation, without
first obtaining the affirmative vote or written consent of the holders of not
less than two-thirds of such outstanding shares of Series D Preferred Stock,
will not:

                           (a) amend or repeal any provision of, or add any
provision to, the Corporation's Certificate of Incorporation or By-Laws if such


action would alter adversely the preferences, rights, privileges or powers of, 
or the restrictions provided for the benefit of, any Series D Preferred Stock, 
or increase the number of shares of Series D Preferred Stock authorized hereby;

                           (b) authorize or issue shares of any class or series
of stock having any preference or

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priority as to dividends or assets or other rights superior to any such 
preference or priority of the Series D Preferred Stock, or authorize or issue
shares of stock of any class or any bonds, debentures, notes or other
obligations convertible into or exchangeable for, or having option rights to
purchase, any shares of stock of the Corporation having any preference or 
priority as to dividends, assets or other rights superior to any such preference
or priority of the Series D Preferred Stock;

                           (c) reclassify any class or series of any stock
junior in liquidation rights to the Series D Preferred Stock ("Junior Stock")
into stock in parity with the Series D Preferred Stock with respect to
liquidation rights or stock senior to the Series D Preferred Stock with
respect to liquidation rights ("Senior Stock") or reclassify any series of
Junior Stock into Senior Stock;

                           (d) declare or pay on any Junior Stock any dividend
whatsoever, whether in cash, property or otherwise (other than dividends payable
in shares of the class or series upon which such dividends are declared or paid,
or payable in shares of Common Stock with respect to Junior Stock other than
Common Stock, together with cash in lieu of fractional shares), nor shall the 
Corporation make any distribution on any Junior Stock, nor shall any Junior
Stock be purchased or redeemed by the Corporation, nor shall any monies be paid
or made available for a sinking fund nor the purchase or redemption of any
Junior Stock, unless all dividends to which the holders of Series D Preferred
Stock shall have been entitled for all previous dividend periods shall have
been paid or declared and a sum of money sufficient for the payment thereof
set apart.

                  7. No Preemptive Rights. No holders of Series D Preferred
Stock, nor of the security convertible into, nor of any warrant, option or right
to purchase, subscribe for or otherwise acquire Series D Preferred Stock,
whether now or hereafter authorized, shall, as such holder, have any preemptive
right whatsoever to purchase, subscribe for or otherwise acquire, stock of any
class of the Corporation nor of any security convertible into, nor of any
warrant, option or right to purchase, subscribe for or otherwise acquire, stock
of any class of the Corporation, whether now or hereafter authorized.

                  8. Exclusion of Other Rights. Except as may otherwise be 
required by law, the shares of Series D Preferred Stock shall not have any
preferences or relative, participating, optional or other special rights, other
than those specifically set forth in this resolution (as such resolution may be
amended from time to time) and in the Corporation's Certificate of
Incorporation. The Shares of Series D Preferred Stock shall have no preemptive


or subscription rights.

                  9. Headings of Subdivisions. The headings of the various
subdivisions hereof are for convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.

                  10. Severability of Provisions. If any right, preference
or limitation of the Preferred Stock set forth in this Certificate (as such
Certificate may be amended from time to time) is invalid, unlawful or
incapable of being enforced by reason of any rule of law or public policy, all

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other rights, preferences and limitations set forth in this Certificate (as so
amended) which can be given effect without the invalid, unlawful or
unenforceable right, preference or limitation shall, nevertheless, remain in
full force and effect, and no right, preference or limitation herein set forth
shall be deemed dependent upon any other such right, preference or limitation
unless so expressed herein.

                  11. Status of Reacquired Shares. Shares of Series D
Preferred Stock which have been issued and reacquired in any manner shall (upon
compliance with any applicable provisions of the laws of the State of Delaware)
have the status of authorized and unissued shares of Series D Preferred Stock
issuable in series undesignated as to series and may be redesignated and
reissued.

                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed in its name and on its behalf by its President and
attested to this 13th day of January, 1998.

                                            DIPLOMAT CORPORATION

                                            By: /s/ JONATHAN ROSENBERG
                                                -----------------------
                                                Jonathan Rosenberg, President

ATTESTED

 /s/ STUART A. LEIDERMAN
 -----------------------
Stuart A. Leiderman

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