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                             DIPLOMAT CORPORATION
                     CERTIFICATE OF DESIGNATIONS, POWERS
                    PREFERENCES AND RIGHTS OF THE SERIES A
                       PREFERRED STOCK, $.01 par value
                                 ------------
                        Pursuant to Section 151 of the
               General Corporation Law of the State of Delaware

     Diplomat Corporation, a Delaware Corporation (the "Company") by its
President and Assistant Secretary hereby certify that the following resolution
has been duly adopted by the Board of Directors of the Company:

     Resolved, that pursuant to the authority expressly granted to and vested
in the Board of Directors of the Company by the provisions of the Certificate
of Incorporation, there is hereby created, out of the 1,000,000 shares of
Preferred Stock authorized in Article Fourth of the Certificate of
Incorporation, a series of 100,000 shares, which seris shall have the
following designations, powers, preferences, rights, qualifications,
limitations, and restrictions set forth in the Certificate of Incorporation
which are applicable to the Preferred Stock.

     The designation of said series of the Preferred Stock shall be Series A
Preferred Stock. The number of shares of Series A Preferred Stock shall be
100,000 and shall be issued as full shares having a par value of $.01 per
share.

     1. The holders of Series A Preferred Stock shall be entitled at the
option of the holder to convert at any time each share of Series A Preferred
Stock into ten (10) shares of the Company's common stock ("Conversion Rate"),
which shares, when issued, will be duly authorized, fully paid for and
nonassessable, subject to adjustment as hereinafter provided:

     (a)  In case of any consolidation with or merger of the Company 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
          A 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 A 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 A Preferred Stock shall be appropriately adjusted so as to be
          applicable, as nearly as may reasonably be, to any shares of stock
          of other securities or property thereafter deliverable on the
          conversion of the shares of Series A Preferred Stock.



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          (b) 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 A
     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 A 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.

Shares of Common Stock issuable upon conversion of the Series A Preferred Stock
shall bear a legend stating that such shares of common stock are subject to a
voting agreement by and between the registered holders thereof and Sheldon R.
Rose and Lola Rose. A copy of such agreement shall be maintained at the
principal offices of the Company.

         2. The holders of a majority of the shares of the Company's Series A
Preferred Stock shall have the right, by vote or action upon written consent in
lieu of a meeting, during any period during which there shall be an Event of
Default under the Secured Subordinated Term Note dated February 9, 1996 from the
Corporation to Robert M. Rubin (as such term is therein defined), after all
applicable grace periods shall have expired, to designate a majority of the
members of the Board of Directors of the Company, and such right and the
authority of any such persons so designated to serve as directors, shall
continue for the duration of any such Event of Default and only for such period.

         3. If at any time after the date hereof the Company proposes to 
register any of its equity securities under the Securities Act on Forms SB-2,
S-1, S-2 or S-3 or any other form which include substantially the same
information as would be required to be included on such forms as presently
constituted or any other registration form at the time in effect on which the
shares of common stock issuable upon conversion of the Series A Preferred Stock
could be registered for sale by the holders thereof (other than a registration
in connection with an acquisition of or merger with another entity or the sale
of shares registered on Form S-8), the Company shall give written notice to the
holders of the Series A Preferred Stock. Upon the written request of a majority
of the holders of such shares, given within 10 days after receipt of any such
notice, the Company shall include the shares of common stock issuable upon
conversion of the Series A Preferred Stock in such registration statement, file
the registration statement and use its best efforts to effect the registration
under the Securities Act of 1933 (the "Securities Act") of all of such shares
that the holders thereof have requested. The Company shall only be obligated to
file one (1) such registration statement provided that such registration
statement shall have become effective under the Securities Act.

         4. In the event that the Company shall not have filed any registration
statement described under Section 3 hereof within six months of the date hereof,

as would have enabled the holders of the Series A Preferred Stock to include the
shares of common stock issuable upon conversion thereof in such registration
statement in accordance with Section 3 hereof, then, in such event, upon the
request of a majority of the holder of the Series A

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Preferred Stock, the Company shall file a registration statement under the
Securities Act covering the shares of common stock issuable upon such conversion
of the shares of Series A Preferred Stock owned by such holders or a portion
thereof, and the Company shall use its best efforts to, within 90 days of
receipt of the request by a majority of such holders, effect the registration of
any of such securities which the Company has been requested to register. The
Company shall not be obligated to file more than one (1) such registration
statement provided that such registration statement shall have become effective
under the Securities Act.

         5. With respect to the registration of shares pursuant to either 
Section 3 or Section 4 hereof, the Company shall pay all Registration Expenses,
except for underwriting discounts and selling commissions applicable to the sale
of the shares. As used herein, the term Registration Expenses shall mean all
expenses incidental to the Company's performance of its obligation to register
shares under said Sections 3 and 4 and shall include all fees and disbursements
of counsel for the Company and of its independent public accountants, including
the expenses of any special audits required by or incident to such performance,
and all other fees, costs and expenses which may be incurred in effecting the
registration of shares of stock of the bolder: of the Series A Preferred Stock,
including, any state or federal transfer taxes payable with respect to the sales
of such shares, all registration and filing fees, all fees and expenses of
complying with securities of blue sky laws and all printing expenses, but shall
not include the fees and disbursements of counsel to the holders of the Series A
Preferred Stock, or underwriting discounts and selling commissions applicable to
the sale of shares.

         The certificate of designation herein certified has been duly adopted
by the Board of Directors of the Company in accordance with Section 151 of the
General Corporation Law of the State of Delaware pursuant to authority vested in
the Board of Directors by the Certificate of Incorporation of the Company, as
amended.

Signed and attested to on February 27, 1996


                                        /s/ Sheldon R. Rose
                                        ----------------------------------
                                        Sheldon R. Rose, President
Attest:

/s/ Irwin Oringer, Asst. Sec.
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Irwin Oringer, Ass't Secretary