CERTIFICATE OF INCORPORATION
                                       OF
                            HOLMES MOTOR CORPORATION


               FIRST: The name of the corporation (hereinafter called the
"Corporation") is Holmes Motor Corporation.

               SECOND: The address, including street, number, city, and county,
of the registered office of the Corporation in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle; and the name of the registered agent of the Corporation in the State of
Delaware at such address is The Corporation Trust Company.

               THIRD: The nature of the business or the purpose to be conducted
or promoted by 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.

               FOURTH: The aggregate number of shares of all classes of capital
stock which the Corporation has authority to issue is 3,000 shares of common
stock, par value $0.01 per share.

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

<TABLE>
<CAPTION>

                       NAME                          MAILING ADDRESS
                       ----                          ---------------
                       <S>                           <C>
                       Donald H. Siegel, P.C.        Posternak, Blankstein & Lund, L.L.P.
                                                     100 Charles River Plaza
                                                     Boston, MA  02114
</TABLE>


               SIXTH:  The Corporation is to have perpetual existence.

               SEVENTH: For the management of the business and for the conduct
of the affairs of the Corporation, and in further definition, limitation, and
regulation of the powers of the Corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:

                       1. No election of directors need be by written ballot
               unless so provided in the By-Laws of the Corporation.

                       2. Whenever the Corporation shall be authorized to issue
               only one class of stock, each outstanding share shall entitle the
               holder thereof to notice of, and the right to vote at, any
               meeting of stockholders. Whenever the Corporation shall be
               authorized to issue more than one class of stock, no outstanding
               share of any class of stock which is denied voting power under
               the provisions of the 



<PAGE>

               Certificate of Incorporation shall entitle the holder thereof to
               the right to vote at any meeting of stockholders except as the
               provisions of the General Corporation Law of the State of
               Delaware shall otherwise require; provided, that no share of any
               such class which is otherwise denied voting power shall entitle
               the holder thereof to vote upon the increase or decrease in the
               number of authorized shares of said class.

               EIGHTH: Liability of Directors. No director shall be personally
liable to the Corporation or its stockholders for monetary damages for breach of
a fiduciary duty as a director; provided, however, that to the extent required
by the provisions of Section 102(b)(7) of the General Corporation Law of the
State of Delaware or any successor statute, or any other laws of the State of
Delaware, this provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, (iv) for
any transaction from which the director derived an improper personal benefit, or
(v) for any act or omission occurring prior to the date when the provision
becomes effective. If the General Corporation Law of the State of Delaware
hereafter is amended to authorize the further elimination or limitation on
personal liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended General
Corporation Law of the State of Delaware. Any repeal or modification of this
Article EIGHTH by the stockholders of the Corporation shall be prospective only,
and shall not adversely affect any limitation on the personal liability of a
director of the Corporation existing at the time of such repeal or modification.

               NINTH:     Indemnification and Advancement of Expenses.

               9.1 Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director, officer or employee
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, including service with respect to employee
benefit plans, shall be indemnified by the Corporation to the fullest extent
permitted by the General Corporation Law of the State of Delaware. Expenses
(including attorneys' fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the corporation as authorized by
the General Corporation Law of the State of Delaware. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

               9.2 Nonexclusivity. The rights of indemnification provided in
this Article NINTH shall be in addition to any rights to which any person may
otherwise be entitled by law or under any By-law, agreement, vote of
stockholders or disinterested directors, or otherwise. Such rights shall
continue as to any person who has ceased to be a director, officer or employee
and




                                       12
<PAGE>

shall inure to the benefit of his heirs, executors and administrators, and
shall be applied to proceedings commenced after the adoption hereof, whether
arising from acts or omissions occurring before or after the adoption hereof.

               9.3 Insurance. The Corporation may purchase and maintain
insurance to protect any persons against any liability or expense asserted
against or incurred by such person in connection with any proceeding, whether or
not the Corporation would have the power to indemnify such person against such
liability or expense by law or under this Article NINTH or otherwise. The
Corporation may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to insure the payment
of such sums as may become necessary to effect indemnification as provided
herein.

               9.4 Amendment. No amendment to or repeal of this Article NINTH
shall apply to or have any effect on the rights of any individual referred to in
this Article NINTH for or with respect to acts or omissions of such individual
occurring prior to such amendment or repeal.

               TENTH: The power to amend, alter, or repeal the Bylaws of the
Corporation and to adopt new Bylaws may be exercised by the vote of a majority
of the stock outstanding and entitled to vote.

               ELEVENTH: From time to time any of the provisions of this
Certificate of Incorporation may be amended, altered, or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this Certificate of Incorporation are granted subject to the provisions of this
Article ELEVENTH.

        Signed on October 14, 1998


                                            /s/ Donald H. Siegel
                                            ---------------------------------
                                            Donald H. Siegel, P.C., Incorporator