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                                                                     EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION
                                       OF
                               MEADE MERGER CORP.


                                    ARTICLE I
                                      NAME

                The name of the Corporation is Meade Merger Corp.

                                   ARTICLE II
                           REGISTERED AGENT AND OFFICE

                       The name and address of the registered agent of the
Corporation in the State of Delaware is:

                       The Corporation Trust Company
                       1209 Orange Street
                       Wilmington, New Castle County, Delaware 19801

                                   ARTICLE III
                                     PURPOSE

                       The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

                                   ARTICLE IV
                                  CAPITAL STOCK

                       The Corporation is authorized to issue two classes
of capital stock, designated respectively "Common Stock" and "Preferred Stock".
The total number of shares of stock which the Corporation shall have authority
to issue is Twenty-One Million (21,000,000) shares, $.01 par value per share,
consisting of Twenty Million (20,000,000) shares of Common Stock and One Million
(1,000,000) shares of Preferred Stock, $.01 par value per share. The Common
Stock shall be divided into two series. The first series shall be designated
"Series A Common Stock" and shall consist of Fifteen Million (15,000,000)
shares. The second series shall be designated "Series B Common Stock" and shall
consist of Five Million (5,000,000) shares. Upon the occurrence of a Conversion
Event (as defined below), all shares of Series A Common Stock shall thereafter
be denominated as Common Stock.

                     Section 4.1: Common Stock. The rights,
preferences, privileges and restrictions of each share of Series A Common Stock
and each share of Series B Common Stock shall be equal and identical in all
respects except as follows:



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                       (a)      Dividends.

                                (i) The annual rate of dividends payable on each
               share of Series B Common Stock shall be $0.5133 per share. All
               dividends will be paid in cash, when and as declared by the Board
               of Directors in any fiscal year of the Corporation, out of any
               assets legally available therefor, prior to any payment of
               dividends to the Series A Common Stock. The right to such
               dividends on Series B Common Stock shall be cumulative, and shall
               accrue to the holder of such shares by reason of the failure of
               the Board of Directors to pay such dividends thereon for such
               fiscal year.

                                (ii) After all cumulative dividends on the
               Series B Common Stock provided for in Section 4.1(a)(i) have been
               paid, the Board of Directors may, but is not required to, elect
               to declare in any fiscal year of the Corporation additional
               dividends on each share of Series B Common Stock of up to $0.15
               per share, out of any assets legally available therefor prior to
               any payments of dividends on the Series A Common Stock. The
               dividends authorized in this Section 4.1(a)(ii) shall not be
               cumulative and no rights shall accrue to the holders of the
               Series B Common Stock by reason of the fact that such dividends
               have not been paid or declared and set apart for payment in any
               prior year or years.

                                (iii) After all dividends on the Series B Common
               Stock provided in Section 4.1(a)(i) have been paid, and all
               additional dividends, if any, declared on the Series B Common
               Stock under Section 4.1(a)(ii) have been paid, if the Board of
               Directors shall elect to make further distributions of dividends,
               such dividends shall be distributed in equal amounts per share to
               the holders of all Series A Common Stock and Series B Common
               Stock. The dividends authorized in this Paragraph (iii) shall not
               be cumulative and no rights shall accrue to the holders of either
               Series A Common Stock or Series B Common Stock by reason of the
               fact that such dividends have not been paid or declared and set
               apart for payment in any prior year or years.

                       (b) Liquidation Preference. Subject to the liquidation
               preference of any outstanding shares of any class of Preferred
               Stock, in the event of any liquidation, dissolution, or winding
               up of the Corporation, either voluntary or involuntary, the
               assets and funds of the Corporation available for distribution to
               the outstanding shareholders of the Corporation shall be
               distributed as follows:



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                                (i) The holders of Series B Common Stock shall
               be entitled to receive, prior and in preference to any
               distribution of any assets or funds of the Corporation to the
               holders of Series A Common Stock, an amount equal to $7.3333 for
               each share of Series B Common Stock then outstanding less the
               amount, per share of Series B Common Stock then outstanding,
               equal to (A) all principal payments made by the Corporation's
               Employee Stock Ownership Plan to the Corporation after the date
               of the filing of these Amended and Restated Articles of
               Incorporation divided by (B) the number of shares of Series B
               Common Stock then outstanding. If the assets and funds of the
               Corporation available for distribution to the holders of Series B
               Common Stock shall be insufficient to permit the payment of the
               full preferential amount set forth in this Section 4.1(b)(i),
               then all of the assets and funds of the Corporation available for
               distribution shall be distributed to the holders of Series B
               Common Stock pro rata on the basis of the respective amounts
               which would be payable in respect of the shares of Series B
               Common Stock held by them upon such distribution if all amounts
               payable on or with respect to said shares by reason of this
               Section 4.1(b)(i) were paid in full.

                                (ii) After distribution of the amounts set forth
               in Section 4.1(b)(i) to the holders of the Series B Common Stock,
               the holders of the Series A Common Stock shall be entitled to
               receive, prior and in preference to any distribution of any
               assets or funds of the Corporation to the holders of the Series B
               Common Stock as provided in Section 4.1(b)(iii) below, an amount
               per share equal to the preference per share of Series B Common
               Stock paid under Section 4.1(b)(i). If the assets and funds of
               the Corporation available for distribution to the holders of the
               Series A Common Stock shall be insufficient to permit the full
               payment of the preferential amount set forth in this Section
               4.1(b)(ii), all of the assets and funds available for
               distribution to the holders of Series A Common Stock, after
               payment to the holders of Series B Common Stock of the
               preferential payments set forth in Section 4.1(b)(i), shall be
               distributed to the holders of Series A Common Stock pro rata
               based on their respective share holdings.

                                (iii) After distribution of the amounts set
               forth in Sections 4.1(b)(i) and (ii), the remaining assets and
               funds of the Corporation available for distribution, if any, to
               the shareholders of the Corporation shall be distributed to the
               holders of shares



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               of Series A Common Stock and Series B Common Stock pro rata on
               the basis of their respective share holdings.

                       (c) Conversion Events. Upon the occurrence of a
               Conversion Event (as defined below), each share of Series B
               Common Stock then outstanding shall, without any further action
               on the part of the holder thereof or the Corporation,
               automatically be converted into one share of Series A Common
               Stock. For purposes of this Article IV a "Conversion Event" shall
               mean either of the following: (i) the repayment to the
               Corporation of all principal and interest owed to the Corporation
               by the Corporation's Employee Stock Ownership Plan and Trust; or
               (ii) the closing of an underwritten public offering of the
               Corporation's Series A Common Stock pursuant to the Securities
               Act of 1933, as amended, covering the offer and sale of Series A
               Common Stock for an aggregate consideration of at least Ten
               Million Dollars ($10,000,000). The Corporation shall promptly
               give written notice of the Conversion Event to all holders of
               Series B Common Stock following the occurrence of a Conversion
               Event. Upon the conversion of each share of Series B Common Stock
               into one share of Series A Common Stock, all shares of Series A
               Common Stock shall thereafter, without any further action on the
               part of the holder thereof or the Corporation, be denominated as
               Common Stock of the Corporation.

                       Section 4.2:  Preferred Stock.  Shares of Preferred
Stock of the Corporation may be issued from time to time in one or more series.
The Board of Directors is hereby authorized to issue shares of Preferred Stock
in such series and to fix from time to time before issuance the number of shares
to be included in any series and the designation, relative powers, preferences
and relative, participating, optional or other rights and qualifications,
limitations or restrictions of all shares of such series. Without limiting the
generality of the foregoing, as to each such series of Preferred Stock, the
Board of Directors is authorized to fix or alter the dividend rights, dividend
rate, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or prices, the
liquidation preferences, rights to subscribe for or purchase any securities of
the Corporation or any other corporation, and the number of shares constituting
such series, or any or all of them, all as shall be determined from time to time
by the Board of Directors and shall be stated in a resolution or resolutions
providing for the issuance of such Preferred Stock. The Board of Directors may
increase or decrease the number of shares in any such series after the issue of
shares of that series, but not below the number of shares of such series then
outstanding. Should the number of shares of any series be



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so decreased, the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution originally fixing the
number of shares of such series.


                                    ARTICLE V
                               NUMBER OF DIRECTORS

                       The number of directors constituting the Board of
Directors shall be fixed, initially, by the Bylaws of the Corporation;
thereafter the number of directors shall be fixed or altered exclusively by
resolutions adopted by the Board of Directors. No decrease in the number of
directors shall shorten the term of any incumbent director.


                                   ARTICLE VI
                              ELECTION OF DIRECTORS

                       Section 6.1:  Classified Board.  The directors who
shall first take office after the filing of the Certificate of Incorporation of
this Corporation (the "Incorporation Date") shall serve until the first annual
meeting of stockholders at which directors are elected following the
Incorporation Date (the "First Annual Meeting"). Effective at the First Annual
Meeting, the Board of Directors shall be divided into three classes, designated
Class I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors. Each director shall serve for a term ending on the date of
the third annual meeting of stockholders next following the annual meeting at
which such director was elected, except that directors initially designated as
Class I directors shall serve for a term ending on the date of the 1998 annual
meeting; directors initially designated as Class II directors shall serve for a
term ending on the date of the 1999 annual meeting; and directors initially
designated as Class III directors shall serve for a term ending on the date of
the 2000 annual meeting. Notwithstanding the foregoing, each director shall hold
office until such director's successor shall have been duly elected and
qualified or until such director's earlier death, resignation or removal. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes as to maintain the number of directors in each class as nearly
equal as possible, but in no event will a decrease in the number of directors
shorten the term of any incumbent director. Vacancies on the Board of Directors
resulting from death, resignation, removal or otherwise and newly created
directorships resulting from any increase in the number of directors may be
filled solely by a majority of the directors then in office (although less than
a quorum) or by a sole remaining director, and each director so


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elected shall hold office for a term that shall coincide with the remaining term
of the class to which such director shall have been elected.

                       Section 6.2:  No Cumulative Voting.  There shall be
no cumulative voting in the election of directors.

                       Section 6.3:  Removal of Directors.  No director may
be removed from office by the stockholders except for cause with the affirmative
vote of the holders of not less than a majority of the total voting power of all
outstanding securities of the Corporation then entitled to vote generally in the
election of directors, voting together as a single class.

                       Section 6.4:  Directors Elected by Preferred Stock.
Whenever the holders of one or more classes or series of Preferred Stock shall
have the right, voting separately as a class or series, to elect directors, the
nomination, election, term of office, filling of vacancies, removal and other
features of such directorships shall not be governed by this Article VI unless
otherwise provided for in the certificate of designation for such classes or
series.


                                   ARTICLE VII
                         MANAGEMENT OF BUSINESS AFFAIRS

                       The following provisions set forth certain requirements 
relating to the management of the business and the conduct of the affairs of 
the Corporation and further define the powers of the Corporation and its 
directors and stockholders:

                       Section 7.1:  Amendment of Bylaws.  The Board of
Directors shall have the power to adopt, amend or repeal the Bylaws of the
Corporation. The stockholders may adopt, amend or repeal the Bylaws only with
the affirmative vote of the holders of not less than 66 2/3% of the total voting
power of all outstanding securities of the Corporation then entitled to vote
generally in the election of directors, voting together as a single class.

                       Section 7.2:  Written Ballot.  Elections of directors 
need not be by written ballot unless the Bylaws of the Corporation so provide.

                       Section 7.3:  Stockholder Meeting Requirement. Whenever,
and so long as, the Corporation is subject to the reporting requirements of 
Section 12 or 15(d) of the Securities Exchange Act of 1934 (or successor law), 
any action required or permitted to be taken at any annual or special meeting 
of stockholders may be taken only upon the vote of stockholders at


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an annual or special meeting duly noticed and called in accordance with the
Delaware General Corporation Law, and may not be taken by written consent of
stockholders without a meeting.

                       Section 7.4:  Call of Special Meetings.  Special
meetings of stockholders may be called by the Board of Directors, the Chairman
of the Board of Directors or the Chief Executive Officer of the Corporation and
may not be called by any other person. Notwithstanding the foregoing, whenever
holders of one or more classes or series of Preferred Stock shall have the
right, voting separately as a class or series, to elect directors, such holders
may call special meetings of such holders for the purpose of electing such
directors pursuant to the certificate of designation for such classes or series.

                                  ARTICLE VIII
                        LIMITATION OF DIRECTOR LIABILITY

                       To the fullest extent permitted by the Delaware
General Corporation Law as the same exists or may hereafter be amended, a
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. No amendment, modification or repeal of this Article VIII, nor the
adoption of any provision of this Certificate of Incorporation or the Bylaws of
the Corporation, nor, to the fullest extent permitted by the Delaware General
Corporation Law, any amendment, modification, or repeal of law shall eliminate
or reduce the effect of this Article VIII or adversely affect any right or
protection then existing hereunder in respect of any acts or omissions occurring
prior to such amendment, modification, repeal or adoption.


                                   ARTICLE IX
                          INDEMNIFICATION AND INSURANCE

                       Section 9.1:  Indemnification.

                       (a)      Indemnification of Officers and Directors.
Each person (and the estate, heirs, executors or administrators of such person)
who was or is a party to, or is threatened to be made a party to, or is involved
in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative or otherwise, by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless by the Corporation to the fullest extent
permitted by the Delaware General Corporation Law against


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expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding. The right to indemnification conferred in this
Article IX shall also include the right to be paid by the Corporation the
expenses incurred in connection with any such proceeding in advance of its final
disposition to the fullest extent permitted by the Delaware General Corporation
Law. The right to indemnification conferred in this Article IX shall be deemed a
contract right.

                       (b)      Indemnification of Other Agents.  The
Corporation may, by action of its Board of Directors, provide indemnification to
such of the employees and agents of the Corporation and such other persons
serving at the request of the Corporation as employees or agents of another
corporation, partnership, joint venture, trust or other enterprise to such
extent and to such effect as is permitted by the Delaware General Corporation
Law and the Board of Directors shall determine to be appropriate.

                       Section 9.2:  Insurance.  The Corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss incurred by such person in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the Delaware
General Corporation Law.

                       Section 9.3:  Non-Exclusivity.  The rights and
authority conferred in this Article IX shall not be exclusive of any other right
which any person may otherwise have or hereafter acquire. Any agreement for
indemnification of or advancement of expenses to any person may provide rights
of indemnification or advancement of expenses which are broader or otherwise
different from these.

                       Section 9.4:  No Amendment.  No amendment, modification 
or repeal of this Article IX, nor the adoption of any provision of this 
Certificate of Incorporation or the Bylaws of the Corporation, nor, to the
fullest extent permitted by the Delaware General Corporation Law, any amendment,
modification, or repeal of law shall eliminate or reduce the effect of this
Article IX or adversely affect any right or protection then existing hereunder
in respect of any acts or omissions occurring prior to such amendment,
modification, repeal or adoption.




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                                    ARTICLE X
                                  INCORPORATOR

                       The name and mailing address of the incorporator of
the Corporation are as follows:

                                  Susan Nelson
                      610 Newport Center Drive, Suite 1700
                         Newport Beach, California 92660

                       I, the undersigned, being the incorporator herein-
before named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware and the acts amendatory thereof and
supplemental thereto, do make and file this Certificate of Incorporation, hereby
declaring and certifying that the facts herein stated are true this 4th day of
February, 1997.



                                             /s/ SUSAN NELSON
                                        ---------------------------------
                                             Susan Nelson




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                           CERTIFICATE OF DESIGNATION
               OF RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
                           OF SERIES A PREFERRED STOCK
                                       OF
                               MEADE MERGER CORP.,
                             A DELAWARE CORPORATION


                  John C. Diebel and Steven G. Murdock hereby certify that:

                  1. They are the duly elected and acting Chairman and
Secretary, respectively, of Meade Merger Corp., a Delaware corporation (the
"Corporation").

                  2. Pursuant to authority given by the Corporation's
Certificate of Incorporation, the Board of Directors of the Corporation has duly
adopted the following recitals and resolutions:

                  WHEREAS, the Board of Directors of the Corporation is
authorized to fix and determine the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock, to fix the number of shares constituting any such series and to determine
the designation thereof, or any of them; and

                  WHEREAS, the Corporation has not issued any shares of such
Preferred Stock and the Board of Directors of the Corporation desires, pursuant
to its authority as aforesaid, to determine and fix the rights, preferences,
privileges and restrictions relating to the initial series of said Preferred
Stock and the number of shares constituting and the designation of said series;

                  NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors
hereby fixes and determines the designation of, the number of shares
constituting and the rights, preferences, privileges and restrictions relating
to, said initial series of Preferred Stock as follows:

                  1.1 Designations. The initial series of Preferred Stock shall
be designated "Series A Preferred Stock".

                  2.1 Number of Shares. The number of shares constituting the
Series A Preferred Stock shall be 1,000.

                  3.1 Dividends.

                           (a) The annual rate of dividends payable on each
share of Series A Preferred Stock shall be fourteen percent (14%) per annum of
the Liquidation Value (as defined below) thereof and


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dividends on Series A Preferred Stock shall begin to accrue and be cumulative
from April 23, 1996. All dividends on Series A Preferred Stock shall be paid in
cash out of funds legally available therefor when, as and if, declared at the
sole discretion of the Corporation's Board of Directors. Dividends on all shares
of Series A Preferred Stock shall accrue on a daily basis whether or not there
shall be funds legally available therefor and whether or not dividends are
declared and paid on the Series A Preferred Stock. As permitted, if the Board of
Directors elects not to pay dividends on the Series A Preferred Stock, then
dividends shall cumulate on the Series A Preferred Stock as provided in Section
3.1(b).

                 (b) In the event that (A) on the last business day of any
February, May, August or November after April 23, 1996 the Corporation does
not, as is permitted under Section 3.1(a), declare and pay the dividends in cash
which have cumulated to that date, or (B) the redemption payment obligation
provided in Section 3.4 hereof is not paid when due, then thereafter additional
dividends shall accrue on the Series A Preferred Stock in respect of all such
dividend payments or redemption payment obligations at the rate of fourteen
percent (14%) per annum, compounded quarterly, with the amount of such
additional dividends added to accrued dividend payments or redemption payment
obligations until all such dividend payments or redemption payment obligations
shall have been paid in full.

                  3.2 Preference on Liquidation.

                 (a) Upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation (each such event being hereafter referred
to as a "Liquidation"), the holders of Series A Preferred Stock will be
entitled to be paid, before any payment shall be made to the holders of Junior
Stock (as defined below), an amount in cash equal to six thousand dollars
($6,000) for each share of Series A Preferred Stock, subject to appropriate
adjustment in the event of any stock dividend, stock split, combination or other
similar recapitalization affecting the Series A Preferred Stock (as so adjusted,
the "Liquidation Value"), plus all then accrued and unpaid dividends to the date
of payment, and the holders of Series A Preferred Stock will not be entitled to
any further payment in such circumstance. If, upon any Liquidation, the
Corporation's assets to be distributed among the holders of the Series A
Preferred Stock are insufficient to permit payment to such holders of the full
amount to which they are entitled hereunder, then the entire assets to be
distributed will be distributed ratably among such holders based upon the then
aggregate Liquidation Value (plus all then accrued but unpaid dividends) of the
shares of Series A Preferred Stock held by each such holder.

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                  (b) After the payment of all preferential amounts required to
be paid to the holders of Series A Preferred Stock and any other class or series
of stock of the Corporation ranking on Liquidation on a parity with the Series A
Preferred Stock, the holders of Junior Stock then outstanding shall be entitled
to receive the remaining assets of the Corporation available for distribution to
its stockholders.

                  (c) As used in this Section 3.2, the term "Junior Stock" shall
mean and include Series B Common Stock, Series A Common Stock and any other
capital stock of the Corporation of any class or of any series of any class
which is junior to Series A Preferred Stock as to distributions upon
dissolution, liquidation, winding up or redemption.

                  3.3 Approval Rights. This Corporation shall not, without the
affirmative vote of the holders (acting as a class) of at least a majority of
the Series A Preferred Stock at the time outstanding given in person or by proxy
at any annual meeting, or at such special meeting called for that purpose, or,
if permitted by law, in writing without a meeting:

                           (a) authorize or issue any shares of capital stock
         having priority over the Series A Preferred Stock or ranking on a
         parity therewith as to the payment or distribution of assets upon the
         liquidation or dissolution, voluntary or involuntary, of this
         Corporation;

                           (b) increase the authorized number of shares of the
         Series A Preferred Stock; and

                           (c) add any provision to the Corporation's
         Certificate of Incorporation, or adopt any resolution, that would alter
         or change the preferences, rights, privileges or powers of, or the
         restrictions provided for the benefit of, the Series A Preferred Stock.

                  3.4 Redemption. Subject to the terms of that certain
Securities Purchase Agreement (the "Purchase Agreement") between the Corporation
(the assignee of the rights and obligations thereunder of Meade Instruments
Corp., a California corporation) and Churchill ESOP Capital Partners, A
Minnesota Limited Partnership (a copy of which is on file with the Corporation's
Secretary and is available on request), the Corporation shall redeem all
outstanding shares of Series A Preferred Stock on April 23, 2001 for a
redemption price per share equal to its Liquidation Value per share (plus all
accrued but unpaid dividends). The redemption price shall be paid by the
Corporation in cash on April 23, 2001 to the holders of Series A Preferred
Stock. Dividends on Series A Preferred Stock shall cease to accrue on the date
such payment is made. All shares of Series A Preferred Stock which have


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been redeemed or reacquired by the Corporation at any time after the original
issuance thereof shall, upon such redemption or reacquisition, be retired and
restored to the status of authorized and unissued shares of Preferred Stock and
shall be available for reissuance by the Corporation.

                  3.5 Protective Provisions. Except as otherwise required by
law, the holders of the Series A Preferred Stock shall have one vote per share
for each share of Series A Preferred Stock and shall vote only on the following
matters:

                  (a) the holders of the Series A Preferred Stock shall have the
right to vote together as a class on each of matters set forth in Section 3.3
hereof;

                  (b) the holders of the Series A Preferred Stock shall have the
right to vote together as a class on each of the matters on which a vote of such
class is required by the Delaware General Corporation Law;

                  (c) upon the occurrence and during the continuance of any
Specified Event of Non-Compliance (as defined in the Purchase Agreement), the
holders of the Series A Preferred Stock shall be entitled to elect the majority
of the directors of the Corporation, and the holders of the Common Stock shall
be entitled to elect the remaining directors of the Corporation;

                  (d) Whenever under Paragraph (c) of this Section 3.5, the
holders of Series A Preferred Stock shall have the continuing right to elect a
majority of the Corporation's Board of Directors, the Board of Directors, within
two days after delivery to the Corporation at its principal office of a request
to such effect by the holders of the shares of the Series A Preferred Stock
representing at least 10% of the votes entitled to be cast by the holders of the
Series A Preferred Stock, shall call a special meeting of shareholders for the
election of directors, to be held upon ten days notice (or such shorter period
as is permitted by applicable law) to such holders. If any notice of meeting is
not given within the two days required above, the holders of the Series A
Preferred Stock requesting the calling of such meeting may also call such
meeting and shall have access to the stock books and records of the Corporation.
The terms of office of all persons who are then directors shall terminate at
such meeting upon the election of their successors; and

                  (e) The Board of Directors elected pursuant to Paragraph (d)
of this Section 3.5 shall use their best efforts to cause the Corporation to
cure or remedy the Specified Event of Non-Compliance giving rise to the voting
rights provided in subsection (c) of this Section 3.5.

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                  RESOLVED FURTHER, that the Chairman of the Board, the
President or any Vice President and the Secretary or any Assistant Secretary of
the Corporation are each authorized to execute, verify and file a certificate of
designation of rights, preferences, privileges and restrictions of preferred
stock in accordance with the corporate laws of the State of Delaware.

                  3. The number of shares of Series A Preferred Stock of the
Corporation is one thousand (1,000) shares, none of which has been issued.

                  We further declare under penalty of perjury under the laws of
the State of Delaware that the matters set forth in this certificate are true
and correct of our own knowledge.



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                  IN WITNESS WHEREOF, the undersigned have executed this
Certificate on February 26, 1997.



                                    /s/ John C. Diebel
                                    ------------------------------
                                    John C. Diebel, Chairman


                                    /s/ Steven G. Murdock
                                    ------------------------------
                                    Steven G. Murdock, Secretary

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