ARTICLES OF INCORPORATION

                                       OF

                              POLLENEX CORPORATION

         I, the undersigned, being a natural person of the age of eighteen (18)
years or more, for the purpose of forming a Corporation under The General and
Business Corporation Law of Missouri, do hereby adopt the following Articles of
Incorporation.

                                    ARTICLE I

         The name of the Corporation is POLLENEX CORPORATION.

                                   ARTICLE II

         The address of its initial Registered Office in the State of Missouri
is 2420 Pershing Road, Suite 400, Kansas City, Missouri 64108, and the name of
its initial Registered Agent at such address is H B Service Corp.

                                   ARTICLE III

         The aggregate number of shares which the Corporation shall have
authority to issue shall be Thirty Thousand (30,000) shares of Common Stock of
the par value of One Dollar ($1.00) per share, amounting in the aggregate to
Thirty Thousand Dollars ($30,000), and there shall be no preferences,
qualifications, limitations or restrictions whatsoever, nor any special or
relative rights in respect to the shares.

                                   ARTICLE IV

         No holder of common shares of this Corporation shall be entitled as of
right to subscribe for, purchase, or receive any part of any new or additional
issue of stock of any class, whether now or hereafter authorized, or of any
bonds, debentures, or other securities convertible into stock of any class; and
all such additional shares of stock, bonds, debentures or other securities
convertible into stock may be issued and disposed of by the Board of Directors
to such person or persons and on such terms and for such consideration (so far
as may be permitted by law) as the Board of Directors, in their absolute
discretion, may deem advisable.

                                    ARTICLE V

         The name and residence of the incorporator is Timothy J. Feathers, 9312
Dearborn, Overland Park, Kansas 66207.
<PAGE>

                                   ARTICLE VI

         The number of Directors to constitute the initial Board of Directors is
three (3). Thereafter, the number of Directors shall be fixed by, or in the
manner provided in the By-Laws of the Corporation, and any changes made shall be
reported to the Secretary of State of Missouri within thirty (30) days of such
change.

                                   ARTICLE VII

         The duration of the Corporation is perpetual.

                                  ARTICLE VIII

         The Corporation is formed for the following purposes:

         A. To operate a general business for the manufacture, sale and
distribution of any and all kinds of appliances, and to conduct any and all
other business operations in connection therewith or related thereto.

         B. To buy, utilize, lease, rent, import, export, franchise, operate,
manufacture, produce, design, prepare, assemble, fabricate, improve, develop,
sell, lease, mortgage, pledge, hypothecate, distribute and otherwise deal in, at
wholesale, retail or otherwise, and as principal, agent or otherwise, all
commodities, goods, wares, merchandise, devices, apparatus, equipment and all
other personal property, whether tangible or intangible, of every kind, without
limitation as to description, location or amount.

         C. To apply for, obtain, purchase, lease, take licenses in respect of
or otherwise acquire, and to hold, own, use, operate, enjoy, turn to account,
grant franchises or licenses in respect of, manufacture under, introduce, sell,
assign, mortgage, pledge or otherwise dispose of:

                  (1) Any and all inventions, devices, methods, processes and
         formulae and any improvements and modifications thereof;

                  (2) Any and all letters patent of the United States or of any
         other country, state or locality, and all rights connected therewith or
         appertaining thereto;

                  (3) Any and all copyrights, granted by the United States or
         any other country, state or locality; and

                  (4) Any and all trademarks, trade names, trade symbols and
         other indications of origin and ownership granted by or recognized
         under the laws of the United States 

<PAGE>

         or of any other country, state or locality; and to conduct and carry on
         its business in any or all of its various branches under any trade name
         or trade names.

         D. To engage in, carry on and conduct research, experiments,
investigations, analyses, studies and laboratory work, for the purpose of
discovering new products or to improve products or services.

         E. To buy, lease, rent or otherwise acquire, own, hold, use, divide,
partition, develop, improve, operate and sell, lease, mortgage or otherwise
dispose of, deal in and turn to account, real estate, leaseholds and any and all
interests or estates appertaining thereto.

         F. To enter into any lawful contract or contracts with persons, firms,
corporations, other entities, governments or any agencies or subdivisions
thereof, including guaranteeing the performance of any contract or any
obligation of any person, firm, corporation or other entity.

         G. To purchase and acquire, as a going concern or otherwise, and to
carry on, maintain and operate all or any part of the property or business of
any corporation, firm, association, entity, syndicate or persons whatsoever,
deemed to be of benefit to the Corporation, or of use in any manner in
connection with any of its purposes; and to dispose thereof upon such terms as
may seem advisable to the Corporation.

         H. To invest, lend and deal with monies of the Corporation in any
lawful manner, and to acquire by purchase, by the exchange of stock or other
securities of the Corporation, by subscription or otherwise, and to invest in,
to hold for investment or for any other purpose, and to use, sell, pledge or
otherwise dispose of, and in general to deal in any interest concerning, or
enter into any transaction with respect to (including "long" and "short" sales
of), any stocks, bonds, notes, debentures, certificates, receipts and other
securities and obligations of any government, state, municipality, corporation,
association or other entity, including individuals and partnerships and, while
owner thereof, to exercise all of the rights, powers and privileges of ownership
including, among other things, the right to vote thereon for any and all
purposes and to give consents with respect thereto.

         I. To borrow or raise money for any purpose of the Corporation and to
secure any loan, indebtedness or obligation of the Corporation and the interest
accruing thereon, and for that or any other purpose, to mortgage, pledge,
hypothecate or change all or any part of the present or hereafter acquired
property, rights and franchises of the Corporation, real, personal, mixed or of
any character whatever, subject only to limitations specifically imposed by law.

         J. To do any or all of the things herein above enumerated, alone for
its own account, or for the account of others, or as the agent for others, or in
association with others or by or through others, and to enter into all lawful
contracts and undertakings in respect thereof.

                                       
<PAGE>

         K. To have one or more offices, to conduct its business, carry on its
operations and promote its objectives within and without the State of Missouri,
in other states, the District of Columbia, the territories, colonies and
dependencies of the United states, in foreign countries and anywhere in the
world, without restriction as to place, manner or amount, but subject to the
laws applicable thereto; and to do any or all of the things herein set forth to
the same extent as a natural person might or could do and in any part of the
world, either alone or in company with others.

         L. In general, to carry on any other business in connection with each
and all of the foregoing or incidental thereto, and to carry on, transact and
engage in any and every lawful business or other lawful thing calculated to be
of gain, profit or benefit to the Corporation, as fully and freely as a natural
person might do, to the extent and in the manner, and anywhere within and
without the State of Missouri, as it may from time to time determine; and to
have and exercise each and all of the powers and privileges, either direct or
incidental, which are given and provided by or are available under the laws of
the State of Missouri in respect of general and business corporations organized
for profit thereunder; provided, however, that the Corporation shall not engage
in any activity for which a corporation may not be formed under the laws of the
State of Missouri.

         M. It is intended that each of the purposes and powers specified in
each of the paragraphs of this ARTICLE VIII shall be in no way limited or
restricted by reference to or inference from the terms of any other paragraph,,
but that the purposes and powers specified in each of the paragraphs of this
ARTICLE VIII shall be regarded as independent purposes and powers. The
enumeration of specific purposes and powers in this ARTICLE VIII shall not be
construed to restrict in any manner the general purposes and powers of this
Corporation, nor shall the expression of one thing be deemed to exclude another,
although it be of like nature. The enumeration of purposes and powers herein
shall not be deemed to exclude or in any way limit by inference any purposes or
powers which this Corporation has power to exercise, whether expressly by the
laws of the State of Missouri, now or hereafter in effect, or implied by any
reasonable construction of such laws.

                                   ARTICLE IX

         The Board of Directors of the Corporation shall have the power to make,
alter, amend or repeal By-Laws for the Corporation from time to time.

         IN WITNESS WHEREOF, these Articles of Incorporation have been signed
this 19th  day of April 1993.

                                                        /s/ Timothy J.  Feathers
                                                        ---------------------
                                                        Timothy J.  Feathers
<PAGE>

STATE OF MISSOURI )
                                    ) ss.
COUNTY OF JACKSON )

         On this 19th day of April, 1993, before me personally appeared Timothy
J. Feathers, being first duly sworn and to me known to be the person described
in and who executed the foregoing Articles of Incorporation, and stated that he
executed the same as his own free act and deed as incorporator, and that the
statements contained therein are true.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal, the day and year last above mentioned.

                                                      /s/ Karen S. Miller
                                                      ------------------------
                                                      Notary Public

         My commission expires:

March 23, 1994

<PAGE>

                     AMENDMENT OF ARTICLES OF INCORPORATION
                                       OF
                              POLLENEX CORPORATION

         Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:

         (1) The name of the Corporation is POLLENEX CORPORATION. The name under
         which it was originally organized was POLLENEX CORPORATION.

         (2) An amendment to the Corporation's Articles of Incorporation was
adopted by the Shareholders on June 27, 1996.

         (3) Article I is amended to read as follows:

            The name of the Corporation is RIVAL CONSUMER SALES CORPORATION.

         (4) Of the 30,000 shares outstanding, 30,000 of such shares were
             entitled to vote on such amendment. The number of outstanding
             shares of any class entitled to vote thereon as a class were
             as follows:

<TABLE>
<CAPTION>
                                                                 Number of
             Class                                           Outstanding Shares
             -----                                           ------------------
             <S>                                                  <C>   
             Common                                               30,000
</TABLE>

         (5) 30,000 shares voted "for" and no shares voted "against" the 
             amendment.

         (6) The effective date of this Amendment shall be 12:00 A.M.  on 
             July 1, 1996.

         IN WITNESS WHEREOF, the undersigned President has executed this
instrument and its Secretary has affixed its corporate seal hereto and Attested
said seal on the 7th day of June, 1996. 
<PAGE>

                              POLLENEX CORPORATION

                                              By: /s/ Thomas K.  Manning
                                                  ------------------------------
                                                  Thomas K.  Manning, President

ATTEST

/s/ Stanley D. Biggs
----------------------------------
Stanley D.  Biggs, Secretary

STATE OF Missouri
         --------------------        )
                                            ) ss.
COUNTY OF Jackson
          -------------------        )

         I, Doris L. Jones, a Notary Public do hereby certify that on
this 27 day of June, 1996, personally appeared before me Thomas K. Manning who,
being by me first sworn, declared that he is the President of POLLENEX
CORPORATION, that he signed the foregoing document as President of the
Corporation, and that the statements therein contained are true.

                                                  
                                                  /s/ Doris L. Jones
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:
March 23, 1999