<PAGE>

                               State of Delaware

                        Office of the Secretary of State

                        --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "LEADING EDGE PACKAGING, INC.", FILED IN THIS OFFICE ON THE
ELEVENTH DAY OF JUNE, A.D. 1999 AT 9 O'CLOCK A.M.

        A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.







                                             /s/ Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State

2571632 8100                                 AUTHENTICATION: 9800936
991235946                                    DATE: 06-14-99

<PAGE>

                                                      STATE OF DELAWARE
                                                      SECRETARY OF STATE
                                                   DIVISION OF CORPORATIONS
                                                   FILED 09:00 AM 06/11/1999
                                                      991235946 - 2571632


                           CERTIFICATE OF DESIGNATIONS

                                       OF

                         1,000,000 SHARES OF SERIES A 8%
                      CUMULATIVE REDEEMABLE PREFERRED STOCK
                          500,000 SHARES OF SERIES B 8%
                      CUMULATIVE REDEEMABLE PREFERRED STOCK
                          500,000 SHARES OF SERIES C 8%
                      CUMULATIVE REDEEMABLE PREFERRED STOCK

     LEADING EDGE PACKAGING, INC., a corporation organized and existing under
     the General Corporation Law of the State of Delaware (hereinafter called
     the "Company"), hereby certifies that, as required by Section 151 of the
     General Corporation Law, the following resolution was adopted by the board
     of directors of the Company by Unanimous Written Consent dated June 8, 1999
     in lieu of a meeting pursuant to Section 141(f) of the General Corporation
     Law:

        RESOLVED, that, pursuant to the authority granted to and vested in the
     board of directors of the Company in accordance with the provisions of the
     Company's Certificate of Incorporation, as amended, the board of directors
     hereby creates three series of Preferred Stock, par value $0.01 per share
     (the "Preferred Stock"), of the Company and hereby states the designation
     and number of shares, and fixes the relative rights, preferences and
     limitations thereof as follows:

     1. Designation and Amount. The shares of Preferred Stock shall be
     designated in the following series and number of shares constituting each
     series:

     (i)    1,000,000 shares of Series A 8% Cumulative Redeemable Preferred
            Stock;

     (ii)   500,000 shares of Series B 8% Cumulative Redeemable Preferred
            Stock; and

     (iii)  500,000 shares of Series C 8% Cumulative Redeemable Preferred Stock.

        All shares of each series shall be identical with the other shares in
     the same series in all respects.

     2. Voting Rights. Except as otherwise set forth in these resolutions or the
     certificate of designations (the "Certificate of Designations") with
     respect to the Preferred Stock, or as otherwise required by law,

                                        1

<PAGE>



     holders of each share of Preferred Stock shall be entitled to vote together
     with the holders of shares of common stock as a single class on all matters
     submitted for a vote of stockholders and shall be entitled to notice of all
     stockholders' meetings and to act by written consent in the same manner as
     the holders of the common stock.

        Each holder of Series A Preferred Stock shall be entitled to cast ten
     votes for each share of Series A Preferred Stock held by such holder at any
     meeting of stockholders of the Company or in taking action by written
     consent of the stockholders in accordance with the Company's Third Amended
     and Restated By-laws or the Delaware General Corporation Law.

        Each holder of Series B Preferred Stock shall be entitled to cast five
     votes for each share of Series B Preferred Stock held by such holder at any
     meeting of stockholders of the Company or in taking action by written
     consent of the stockholders in accordance with the Company's Third Amended
     and Restated By-laws or the Delaware General Corporation Law.

        Each holder of Series C Preferred Stock shall be entitled to cast three
     votes for each share of Series C Preferred Stock held by such holder at any
     meeting of stockholders of the Company or in taking action by written
     consent of the stockholders in accordance with the Company's Third Amended
     and Restated By-laws or the Delaware General Corporation Law.

        At any meeting of stockholders of the Company or in any written consent
     in which directors are to be elected, holders of the Preferred Stock,
     voting separately as a class, the holders of each series of Preferred Stock
     being entitled to cast such number of votes per share as are allocated to
     that series herein, shall be entitled to elect two directors to the board
     of directors, which directors shall serve until their successors have been
     duly elected, by the holders of the Preferred Stock voting separately as a
     class, and qualified. Holders of the Preferred Stock shall not otherwise be
     entitled to vote for directors of the Company.

        So long as any shares of Series A Preferred Stock are outstanding, the
     Company shall not, without the affirmative vote of the holders of a
     majority of all outstanding shares of Series A Preferred Stock, voting
     separately as a class, (i) amend, alter or repeal any

                                        2

<PAGE>



     provision of the Certificate of Incorporation (including this Certificate
     of Designations), as amended, or the Third Amended and Restated By-laws of
     the Company, (ii) authorize, or increase the authorized amount of, any
     additional class or series of stock, or issue any shares of stock, or (iii)
     effect any reclassification of the Series A Preferred Stock.

        So long as any shares of Series B Preferred Stock are outstanding, the
     Company shall not, without the affirmative vote of the holders of a
     majority of all outstanding shares of Series B Preferred Stock, voting
     separately as a class, effect any reclassification of the Series B
     Preferred Stock.

        So long as any shares of Series C Preferred Stock are outstanding, the
     Company shall not, without the affirmative vote of the holders of a
     majority of all outstanding shares of Series C Preferred Stock, voting
     separately as a class, effect any reclassification of the Series C
     Preferred Stock.

        3. Dividend Rights. The holders of Series A Preferred Stock shall be
     entitled to receive when, as and if declared by the board of directors, out
     of funds legally available for the payment of dividends, cumulative
     dividends in the amount per share of eight percent (8%) per annum of the
     original issue price of $0.75 per share. Dividends, if any, on the Series A
     Preferred Stock shall be payable annually, within thirty (30) days of the
     end of the twelve (12) month period commencing on January 15, 1999 and
     within 30 days of the end of each twelve (12) month period thereafter and,
     to the extent not paid, shall be cumulative. Dividends on the Series A
     Preferred Stock will accrue and be cumulative from January 15, 1999 to the
     redemption date of the Series A Preferred Stock and will be payable, to
     holders of record as they appear on the stock books of the Company as of
     January 15 of each such year. Dividends on the Series A Preferred Stock
     shall accrue on a daily basis whether or not the Company shall have
     earnings or surplus at the time.

        The holders of Series B Preferred Stock shall be entitled to receive
     when, as and if declared by the board of directors, out of funds legally
     available for the payment of dividends, cumulative dividends in the amount
     per share of eight percent (8%) per annum of the original issue price of
     $1.00 per share. Dividends, if any, on the Series B Preferred Stock shall
     be payable annually, within thirty (30) days of the end of the

                                        3

<PAGE>



     twelve (12) month period commencing on February 15, 1999 and within 30 days
     of the end of each twelve (12) month period thereafter and, to the extent
     not paid, shall be cumulative. Dividends on the Series B Preferred Stock
     will accrue and be cumulative from February 15, 1999 to the redemption date
     of the Series B Preferred Stock and will be payable, to holders of record
     as they appear on the stock books of the Company as of February 15 of each
     such year. Dividends on the Series B Preferred Stock shall accrue on a
     daily basis whether or not the Company shall have earnings or surplus at
     the time.

        The holders of Series C Preferred Stock shall be entitled to receive
     when, as and if declared by the board of directors, out of funds legally
     available for the payment of dividends, cumulative dividends in the amount
     per share of eight percent (8%) per annum of the original issue price of
     $1.00 per share. Dividends, if any, on the Series C Preferred Stock shall
     be payable annually, within thirty (30) days of the end of the twelve (12)
     month period commencing on March 15, 1999 and within 30 days of the end of
     each twelve (12) month period thereafter and, to the extent not paid, shall
     be cumulative. Dividends on the Series C Preferred Stock will accrue and be
     cumulative from March 15, 1999 to the redemption date of the Series C
     Preferred Stock and will be payable, to holders of record as they appear on
     the stock books of the Company as of March 15 of each such year. Dividends
     on the Series C Preferred Stock shall accrue on a daily basis whether or
     not the Company shall have earnings or surplus at the time.

        No dividend shall be paid on any series of Preferred Stock on any
     dividend payment date unless a dividend is also paid on that dividend
     payment date on all series of Preferred Stock. If, on any such dividend
     payment date, the dividend payable on any series of Preferred Stock is less
     than an amount equal to all dividends accrued and unpaid on that series of
     Preferred Stock as of the last day of the immediately preceding calendar
     year, then the dividend payable on any series of Preferred Stock expressed
     as a percentage of the amount of all dividends accrued and unpaid on that
     series of Preferred Stock as of the last day of the immediately preceding
     calendar year shall be the same.

        The board of directors may authorize the payment of dividends in cash or
     in-kind by the issuance of additional shares of Preferred Stock, to the
     extent

                                        4

<PAGE>



     such shares are available for issuance, to the holders of Preferred Stock
     in the same series as the shares on which the dividend is declared. If, for
     any twelve (12) month period, the board of directors authorizes payment of
     a dividend in-kind, the Company shall issue to each holder thereof
     additional shares of Preferred Stock in the appropriate series having a
     value equal to the amount of the dividend to which such holder would have
     been entitled were such dividend paid in cash. Such shares of Preferred
     Stock shall be valued based upon the last third party sale of shares of
     Preferred Stock in the same series or the last price at which shares of
     Preferred Stock of the same series were sold or redeemed by the Company,
     whichever is most recent. The amount of dividends payable for any period
     shorter than a full dividend period will be pro rated on the basis of a
     360-day year and 12 30-day months. No interest will be payable in respect
     of any dividend payment on the Preferred Stock which may be in arrears.

     4. Liquidation Rights. In the event of any liquidation, dissolution or
     winding up of the Company, either voluntary or involuntary, holders of
     Series A Preferred Stock shall be entitled to receive out of the assets of
     the Company available for distribution to stockholders, as a liquidation
     preference, an amount per share equal to the sum of (a) the original issue
     price of $0.75 per share and (b) an amount equal to any accrued and unpaid
     dividends per share to the payment date, and no more, before any payment or
     distribution is made to the holders of Series B Preferred Stock, Series C
     Preferred Stock or Common Stock, or any other series or class of the
     Company's stock that ranks junior as to liquidation rights to the Series A
     Preferred Stock.

        In the event of any liquidation, dissolution or winding up of the
     Company, either voluntary or involuntary, after payment of the liquidation
     preference to the holders of the Series A Preferred Stock, holders of
     Series B Preferred Stock shall be entitled to receive out of assets of the
     Company available for distribution to stockholders, as a liquidation
     preference, an amount per share equal to the sum of (a) the original issue
     price of $1.00 per share and (b) an amount equal to any accrued and unpaid
     dividends per share to the payment date, and no more, before any payment or
     distribution is made to the holders of Series C Preferred Stock or Common
     Stock, or any other series or class of the Company's stock that ranks
     junior as to liquidation rights to the Series B Preferred Stock.

                                        5

<PAGE>



        In the event of any liquidation, dissolution or winding up of the
     Company, either voluntary or involuntary, after payment of the liquidation
     preference to the holders of the Series A Preferred Stock and Series B
     Preferred Stock, holders of Series C Preferred Stock shall be entitled to
     receive out of the assets of the Company available for distribution to
     stockholders, as a liquidation preference, an amount per share equal to the
     sum of (a) the original issue price of $1.00 per share and (b) an amount
     equal to any accrued and unpaid dividends per share to the payment date,
     and no more, before any payment or distribution is made to the holders of
     Common Stock, or any series or class of the Company's stock that ranks
     junior as to liquidation rights to the Series C Preferred Stock.

        If the assets and funds thus available for distribution to the holders
     of the Series A Preferred Stock shall be insufficient to permit the payment
     to such holders of the full preferential amount described above, then the
     entire amount of assets and funds of the Company legally available for
     distribution shall be distributed ratably among the holders of the Series A
     Preferred Stock based on the number of shares of Series A Preferred Stock
     held by each such holder. After payment in full of the liquidation
     preference on the shares of Series A Preferred Stock, the holders of such
     shares will not be entitled to any further participation in any
     distribution of assets by the Company.

        After distribution of the liquidation preference to the holders of the
     Series A Preferred Stock, if the assets and funds available for
     distribution to the holders of the Series B Preferred Stock shall be
     insufficient to permit the payment to such holders of the full preferential
     amount described above, then the remaining assets and funds of the Company
     legally available for distribution after payment in full to the holders of
     the Series A Preferred Stock shall be distributed ratably among the holders
     of the Series B Preferred Stock based on the number of shares of Series B
     Preferred Stock held by each such holder. After payment in full of the
     liquidation preference on the shares of Series B Preferred Stock, the
     holders of such shares will not be entitled to any further participation in
     any distribution of assets by the Company.


                                        6

<PAGE>



        After distribution of the liquidation preference to the holders of the
     Series A Preferred Stock and Series B Preferred Stock, if the assets and
     funds available for distribution to the holders of the Series C Preferred
     Stock shall be insufficient to permit the payment to such holders of the
     full preferential amount described above, then the remaining assets and
     funds of the Company legally available for distribution after payment in
     full to the holders of the Series C Preferred Stock shall be distributed
     ratably among the holders of the Series C Preferred Stock based on the
     number of shares of Series C Preferred Stock held by each such holder.
     After payment in full of the liquidation preference on the shares of Series
     C Preferred Stock, the holders of such shares will not be entitled to any
     further participation in any distribution of assets by the Company.

        Neither a consolidation, merger or other business combination of the
     Company with or into another corporation or other entity nor a sale or
     transfer of all or part of the Company's assets for cash, securities or
     other property will be considered a liquidation, dissolution or winding up
     of the Company.

        5. Redemption Rights. The Company, shall, at the option of any holder of
     shares of Series A Preferred Stock, at any time and from time to time on or
     after January 15, 2000, redeem the shares of Series A Preferred Stock held
     by such holder, in whole or in part, by paying to the holder thereof out of
     funds legally available therefor a cash price equal to the issue price of
     $0.75 per share, plus all dividends accrued and unpaid thereon as of the
     date fixed for redemption.

        The Company, shall, at the option of any holder of shares of Series B
     Preferred Stock, at any time and from time to time on or after February 15,
     2000, redeem the shares of Series B Preferred Stock held by such holder, in
     whole or in part, by paying to the holder thereof out of funds legally
     available therefor, a cash price equal to the issue price of $1.00 per
     share, plus all dividends accrued and unpaid thereon as of the date fixed
     for redemption; provided, however, that any shares of Series B Preferred
     Stock may be redeemed only to the extent the Company has sufficient funds
     legally available for such redemption after redemption of any shares of
     Series A Preferred Stock for which the Company shall have received notice
     of redemption prior to redemption of such shares of Series B Preferred
     Stock.

                                        7

<PAGE>




        The Company shall, at the option of any holder of shares of Series C
     Preferred Stock, at any time and from time to time on or after March 15,
     2000, redeem the shares of Series C Preferred Stock held by such holder, in
     whole or in part, by paying to the holder thereof out of funds legally
     available therefor, a cash price equal to the issue price of $1.00 per
     share, plus all dividends accrued and unpaid thereon as of the date fixed
     for redemption; provided, however, that any shares of Series C Preferred
     Stock may by redeemed only to the extent the Company has sufficient funds
     legally available for such redemption after redemption of any shares of
     Series A Preferred Stock and Series B Preferred Stock for which the Company
     shall have received notice of redemption prior to redemption of such shares
     of Series C Preferred Stock.

        Any holder electing to have its shares of Preferred Stock redeemed shall
     give notice of its election to the Company at its principal place of
     business. Any such notice shall be sent by facsimile, mail, overnight
     courier or any other reasonable means, not less than 30 nor more than 90
     days prior to the date designated as the date for the redemption. Any
     non-material defect in such a notice, shall not affect the validity of the
     redemption. A copy of any such notice from any holder of shares of Series B
     Preferred Stock shall forthwith be provided to each holder of Series A
     Preferred Stock. A copy of any such notice from any holder of Series C
     Preferred Stock shall forthwith be provided to each holder of Series A
     Preferred Stock and Series B Preferred Stock.

        On and after the date of redemption specified in the notice, each holder
     of Preferred Stock to be redeemed shall be entitled to receive for
     Preferred Stock called for redemption the redemption price of such stock,
     upon presentation and surrender at the place designated in the notice of
     the certificate or certificates for Preferred Stock held by the holder,
     properly endorsed in blank for transfer or accompanied by proper
     instruments of assignment in blank.

        Unless the Company defaults in the payment of the redemption price: (1)
     from and after the date of redemption specified in the notice (a) all
     dividends upon Preferred Stock called for redemption shall cease to accrue
     after the date of redemption, and (b) all rights attached to the Preferred
     Stock called for

                                        8

<PAGE>



     redemption shall cease, except for the right to receive the redemption
     price of the shares on and after the redemption date without interest; and
     (2) from and after the date of redemption, any redeemed Preferred Stock
     shall no longer be deemed to be outstanding.






                                        9

<PAGE>


         IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Company by its President and Chief Financial Officer on this 9th
day of June, 1999.

                                                  LEADING EDGE PACKAGING, INC.



                                                  By:/s/ Casey K. Tjang
                                                     ----------------------
                                                     Casey K. Tjang,
                                                     President and Chief
                                                     Financial Officer




                                       10