FIRST AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                         STYLING TECHNOLOGY CORPORATION

1. The name of the  corporation  is  STYLING  TECHNOLOGY  CORPORATION  (which is
hereinafter referred to as the "Corporation").

2. The original  Certificate  of  Incorporation  was filed with the Secretary of
State of the State of Delaware on June 29, 1995,  under the name LEOPOLD STYLING
PRODUCTS, INC.

3. The original  Certificate of Incorporation  was amended on September 23, 1996
providing for a reverse stock split and changing the name of the  Corporation to
Styling Technology Corporation.

4. This First Restated  Certificate of  Incorporation  has been duly proposed by
resolutions  adopted and  declared  advisable  by the Board of  Directors of the
Corporation,  duly adopted by the  stockholders  of the Corporation at a meeting
duly  called,  and  duly  executed  and  acknowledged  by  the  officers  of the
Corporation  in  accordance  with the  provisions of Sections 103 and 245 of the
General  Corporation  Law of the State of Delaware,  and amends,  restates,  and
integrates the provisions of the Certificate of Incorporation of the Corporation
and, upon filing with the Secretary of State in accordance  with Section 103 and
242,  shall  thenceforth  supersede the  Certificate  of  Incorporation  and all
amendments  thereto,  and shall,  as it may  thereafter be amended in accordance
with its terms and applicable  law, be the Certificate of  Incorporation  of the
Corporation.

5. The text of the  Certificate of  Incorporation  of the  Corporation is hereby
amended and restated to read in its entirety as follows:

                                    ARTICLE I

NAME

The name of the Corporation shall be Styling Technology Corporation.
<PAGE>
                                   ARTICLE II

ADDRESS

The registered office of the Corporation in the State of Delaware is 1209 Orange
Street, in the City of Wilmington, County of New Castle. The name and address of
the Corporation's registered agent is The Corporation Trust Company.

                                   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, as the same exists or may hereafter be amended (the "GCL").

                                   ARTICLE IV

STOCK

The  Corporation  shall be  authorized to issue two classes of shares of capital
stock, to be designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares of Common Stock and Preferred Stock which the Corporation
shall  have  authority  to issue is  eleven  million  (11,000,000)  of which ten
million  (10,000,000)  shares shall be Common Stock and one million  (1,000,000)
shall be  Preferred  Stock.  The par value of the shares of Common  Stock is one
hundredth  of one  cent  (.0001)  per  share.  The par  value of the  shares  of
Preferred Stock is one hundredth of one cent (.0001) per share.

The  shares of  Preferred  Stock may be issued  from time to time in one or more
series.  The Board of Directors is hereby  authorized,  by filing a  certificate
pursuant to the applicable law of the State of Delaware,  to establish from time
to time the  number of  shares to be  included  in each  series,  and to fix the
designation,  powers, preferences,  and rights of the shares of each such series
and the qualifications, limitations, or restrictions thereof, including, but not
limited to, the fixing or  alteration  of the dividend  rights,  dividend  rate,
conversion  rights,  voting  rights,  rights and terms of redemption  (including
sinking fund  provisions),  the redemption price or prices,  and the liquidation
preferences of any wholly unissued  series of shares of Preferred  Stock, or any
of them;  and to  increase  or  decrease  the  number of  shares  of any  series
subsequent  to the issue of the shares of that series,  but not below the number
of shares of that series then  outstanding.  In case the number of shares of any
series shall be 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 that series.
<PAGE>
                                    ARTICLE V

ADDRESS OF INCORPORATOR

The name and mailing address of the incorporator is M.C.  Kinnamon,  1209 Orange
Street, City of Wilmington, County of New Castle, Delaware 19801.

                                   ARTICLE VI

BOARD OF DIRECTORS

The number of directors  which shall  comprise the initial Board of Directors of
the  Corporation  shall be two (2).  The size of the Board of  Directors  may be
increased or decreased in the manner provided in the Bylaws of the Corporation.

All  corporate  powers of the  Corporation  shall be  exercised  by or under the
direction of the Board of Directors  except as otherwise  provided  herein or by
law.

In furtherance  and not in limitation of the powers  conferred by law, the Board
of Directors is expressly authorized:

(i) to fix, abolish, determine, and vary from time to time the amount or amounts
to be set apart as reserves;

(ii) to adopt, amend, and repeal Bylaws of the Corporation;

(iii) to authorize and cause to be executed mortgages and liens, with or without
limit as to amount, upon the real or personal property of the Corporation;

(iv) from time to time to determine whether and to what extent, at what time and
place,  and under what  conditions and regulations the accounts and books of the
Corporation, or any of them, shall be open to the inspection of any stockholder;
and no  stockholder  shall  have any right to  inspect  any  account  or book or
document  of the  Corporation  except as  conferred  by  statute  or bylaw or as
authorized by resolution of the stockholders or Board of Directors;

(v) to authorize  the payment of  compensation  to the directors for services to
the  Corporation,  including  fees for  attendance  at  meetings of the Board of
Directors  or of any  committee  thereof  and/or  salaries  for  serving as such
directors  or  committee   members,   and  to  determine   the  amount  of  such
compensation;

(vi) from time to time to formulate,  establish,  promote, and carry out, and to
amend, alter, change,  revise,  recall,  repeal, or abolish, a plan or plans for
the  participation  by all or any of  the  employees,  including  directors  and
<PAGE>
officers,  of the  Corporation,  or of any  corporation,  company,  association,
trust,  or  organization in which or in the welfare of which the Corporation has
any interest,  and those  actively  engaged in the conduct of the  Corporation's
business, in the profits, gains, or business of the Corporation or of any branch
or division thereof, as part of the Corporation's  legitimate  expenses,  and/or
for the furnishing to such employees, directors, officers, or persons, or any of
them, at the  Corporation's  expense,  of medical  services,  insurance  against
accident,   sickness,   or  death,   pensions  during  old  age,  disability  or
unemployment,  education, housing, social services, recreation, or other similar
aids for their relief or general welfare, in such manner and upon such terms and
conditions as the Board of Directors shall determine; and

(vii) to authorize the guaranty by the  Corporation of securities,  evidences of
indebtedness,  and  obligations  of  other  persons,  firms,  associations,  and
corporations.

                                   ARTICLE VII

ELECTION OF DIRECTORS

Unless  and except to the extent  that the  Bylaws of the  Corporation  shall so
require,  the election of directors  of the  Corporation  need not be by written
ballot.

                                  ARTICLE VIII

STRUCTURE OF BOARD OF DIRECTORS

A. The Board (other than those directors elected by the holders of any series of
Preferred  Stock  provided for or fixed pursuant to the provisions of Article IV
hereof  ("Preferred Stock  Directors")  shall be divided into three classes,  as
nearly equal in number as possible, designated Class I, Class II, and Class III.
Class I directors shall initially serve until the 1999 meeting of  stockholders;
Class II directors shall initially serve until the 2000 meeting of stockholders;
and Class  III  directors  shall  initially  serve  until  the 2001  meeting  of
stockholders.  Commencing  with the  annual  meeting  of  stockholders  in 1999,
directors of each class,  the term of which shall then expire,  shall be elected
to hold office for a three-year term and until the election and qualification of
their respective successors in office. In case of any increase or decrease, from
time to time, in the number of directors (other than Preferred Stock Directors),
the number of  directors in each class shall be  apportioned  as nearly equal as
possible.

B. Any director  chosen to fill a vacancy or newly  created  directorship  shall
hold office until the next election of the class for which such  director  shall
have been chosen and until his or her  successor  shall be elected and qualified
or until their earlier death, resignation, disqualification, or removal.
<PAGE>
                                   ARTICLE IX

INDEMNIFICATION

Every person who was or is a party 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  ("Proceeding"),  by
reason  of the fact  that he or she or a person  of whom he or she is the  legal
representative,  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,  or as its representative in a partnership,  joint venture,  trust,
employee  benefit  plan,  or other  enterprise,  shall be  indemnified  and held
harmless by the Corporation,  and the Corporation shall advance expenses to such
person,  to the fullest extent legally  permissible  under the GCL,  against all
expenses,  liabilities, and losses (including attorneys' fees, judgments, fines,
and amounts paid in settlement) reasonably incurred or suffered by him or her in
connection  therewith.  Nothing  contained  herein  shall  affect  any rights to
indemnification  to which  employees  other than  directors  and officers may be
entitled by law.  No  amendment  or repeal of this  Article IX shall apply to or
have any effect on any right to indemnification  provided hereunder with respect
to any acts or omissions  occurring prior to such amendment or repeal. The right
of indemnification  shall be a contract right that may be enforced in any manner
desired by such person. The right of  indemnification  shall not be exclusive of
any other right that such directors,  officers,  or representatives  may have or
hereafter  acquire and, without limiting the generality of such statement,  they
shall be  entitled  to their  respective  rights  of  indemnification  under any
bylaws, agreement, vote of stockholders,  provision of law or otherwise, as well
as their rights under this Article.  Notwithstanding any other provision of this
Article IX, no person shall be entitled to  indemnification  or  advancement  of
expenses  under  this  Article  with  respect  to any  Proceeding,  or any claim
therein,  brought or made by him or her  against  the  Corporation,  unless such
Proceeding or claim is approved by the Board of Directors of the Corporation.

The Board of  Directors  may adopt  bylaws  from  time to time with  respect  to
indemnification to provide at all time the fullest indemnification  permitted by
the GCL, and may cause the  Corporation to purchase and maintain  insurance,  at
the  Corporation's  expense,  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 or officer of another  corporation,  or
as  its  representative  in  a  partnership,  joint  venture,  trust,  or  other
enterprise  against any liability  asserted  against such person and incurred in
any such capacity or arising out of such status,  whether or not the Corporation
would have the power to  indemnify  such  person  against  such  liability.  The
Corporation may also create a trust fund,  grant a security  interest and/or use
other means  (including,  but not limited to,  letters of credit,  surety  bonds
and/or other similar  arrangements),  as well as enter into contracts  providing
indemnification  to the full extent authorized or permitted by law and including
as part  thereof  provisions  with  respect to any or all of the  foregoing,  to
ensure  the  payment  of  such  amounts  as  may  become   necessary  to  effect
indemnification as provided therein, or elsewhere.
<PAGE>
                                    ARTICLE X

REMOVAL OF DIRECTORS

Any director or the entire Board of  Directors  may be removed,  with or without
cause,  at any time by the holders of a majority of the shares then  entitled to
vote at an election  of  directors,  and the  vacancy in the Board of  Directors
caused by such  removal  may be filled by the  stockholders  at the time of such
removal.

                                   ARTICLE XI

LIMITATION ON LIABILITY FOR BREACH OF FIDUCIARY DUTY

A director  of the  Corporation  shall not be liable to the  Corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except to the extent such exemption from liability or limitation  thereof is not
permitted  under the GCL. Any repeal or  modification  of this Article shall not
adversely  affect  any right or  protection  of a  director  of the  Corporation
existing  hereunder with respect to any act or omission  occurring prior to such
repeal or modification.

                                   ARTICLE XII

AMENDMENT OF BYLAWS

Subject to the power of the  stockholders  of the Corporation to alter or repeal
any Bylaw made by the Board of  Directors,  the Board of  Directors is expressly
authorized  and  empowered  to  make,  alter,  and  repeal  the  Bylaws  of  the
Corporation.

                                  ARTICLE XIII

AMENDMENT OF ARTICLES

The Corporation reserves the right at any time, and from time to time, to amend,
alter,  change,  or  repeal  any  provision  contained  in this  First  Restated
Certificate of Incorporation, 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
now or hereafter prescribed by law; and all rights, preferences,  and privileges
of  whatsoever  nature  conferred  upon  stockholders,  directors,  or any other
persons  whomsoever  by and  pursuant  to this  First  Restated  Certificate  of
Incorporation in its present form or as hereafter amended are granted subject to
the rights reserved in this Article.
<PAGE>
                                   ARTICLE XIV

BOARD CONSIDERATIONS UPON SIGNIFICANT EVENTS

The Board,  when  evaluating any (A) tender offer or invitation for tenders,  or
proposal to make a tender offer or request or invitation for tenders, by another
party, for any equity security of the  Corporation,  or (B) proposal or offer by
another party to (1) merge or consolidate the Corporation or any subsidiary with
another  corporation or other entity, (2) purchase or otherwise acquire all or a
substantial  portion  of the  properties  or  assets of the  Corporation  or any
subsidiary, or sell or otherwise dispose of to the Corporation or any subsidiary
all or a substantial portion of the properties or assets of such other party, or
(3) liquidate,  dissolve, reclassify the securities of, declare an extraordinary
dividend of, recapitalize or reorganize the Corporation, shall take into account
all factors that the Board deems relevant, including, without limitation, to the
extent  so deemed  relevant,  the  potential  impact  on  employees,  customers,
suppliers,  partners,  joint venturers and other constituents of the Corporation
and the communities in which the Corporation operates.

In addition to any  affirmative  vote required by applicable law and in addition
to any vote of the  holders of any series of  Preferred  Stock  provided  for or
fixed  pursuant  to  the  provisions  of  Article  IV  of  this  First  Restated
Certificate of  Incorporation,  any alteration,  amendment or repeal relating to
this Article XIV must be approved by the  affirmative  vote of the holders of at
least sixty six and two-thirds percent (66 2/3%) of the combined voting power of
the issued and  outstanding  shares of Voting Stock (as defined in Article XVI),
voting together as a single class.

                                   ARTICLE XV

STOCKHOLDER CONSENT

No action that is required or permitted to be taken by the  stockholders  of the
Corporation at any annual or special meeting of stockholders  may be effected by
written consent of stockholders in lieu of a meeting of stockholders, unless the
action to be effected by written consent of stockholders  and the taking of such
action by such written  consent have  expressly  been approved in advance by the
Board.

In addition to any  affirmative  vote required by applicable law and in addition
to any vote of the  holders of any series of  Preferred  Stock  provided  for or
fixed  pursuant  to  the  provisions  of  Article  IV  of  this  First  Restated
Certificate of  Incorporation,  any alteration,  amendment or repeal relating to
this  Article XV must be approved by the  affirmative  vote of the holders of at
least sixty six and two-thirds percent (66 2/3%) of the combined voting power of
the issued and  outstanding  shares of Voting Stock (as defined in Article XVI),
voting together as a single class.
<PAGE>
                                   ARTICLE XVI

BUSINESS COMBINATIONS; FAIR PRICE

A. In addition to any  affirmative  vote required by law or this First  Restated
Certificate  of  Incorporation,  and except as otherwise  expressly  provided in
paragraph B of this Article XVI:

1.  any  merger  or  consolidation  of the  Corporation  or any  Subsidiary  (as
hereinafter  defined)  with  (a)  any  Interested  Stockholder  (as  hereinafter
defined), or (b) any other corporation, partnership, or other entity (whether or
not  itself  an  Interested  Stockholder)  which  is,  or after  such  merger or
consolidation  would be, an Affiliate (as hereinafter  defined) of an Interested
Stockholder  other than a merger  enacted in accordance  with Section 253 of the
Delaware General Corporation Law or any successor thereof; or

2. any sale, lease, exchange,  mortgage,  pledge, transfer, or other disposition
(in one  transaction  or a series  of  transactions)  to or with any  Interested
Stockholder,  including all  Affiliates of the  Interested  Stockholder,  of any
assets of the  Corporation  or any  Subsidiary  having an aggregate  Fair Market
Value (as hereinafter defined) of ten million dollars ($10,000,000) or more; or

3. the  issuance  or  transfer  by the  Corporation  or any  Subsidiary  (in one
transaction or a series of transactions) of any securities of the Corporation or
any  Subsidiary to any Interested  Stockholder,  including all Affiliates of the
Interested Stockholder,  in exchange for cash, securities, or other property (or
a  combination  thereof)  having an  aggregate  Fair Market Value of ten million
dollars  ($10,000,000) or more (other than on a pro rata basis to all holders of
Voting Stock of the same class held by the Interested  Stockholder pursuant to a
stock split, stock dividend or distribution of warrants or rights and other than
in connection  with the exercise or conversion of securities  exercisable for or
convertible into securities of the Corporation of any of its subsidiaries  which
securities have been distributed pro rata to all holders of Voting Stock); or

4. the adoption of any plan or proposal for the  liquidation  or  dissolution of
the  Corporation  proposed by or on behalf of an Interested  Stockholder  or any
Affiliates of an Interested Stockholder; or

5. any  reclassification  of securities  (including any reverse stock split), or
recapitalization  of the  Corporation,  or any  merger or  consolidation  of the
Corporation  with any of its Subsidiaries or any other  transaction  (whether or
not an Interested Stockholder is a party thereto) which has the effect, directly
or indirectly,  of increasing the  proportionate  share by more than one percent
(1%) of the issued and outstanding  shares of any class of equity or convertible
securities of the Corporation or any Subsidiary which are directly or indirectly
owned by any Interested  Stockholder or one or more Affiliates of the Interested
Stockholder; shall require the affirmative vote of the holders of at least sixty
six and two-thirds  percent (66 2/3%) of the voting power of the then issued and
outstanding  Voting Stock, as hereinafter  defined,  voting together as a single
class,  including the affirmative  vote of the holders of at least sixty six and
two-thirds  percent  (66  2/3%)  of the  voting  power of the  then  issued  and
outstanding  Voting Stock not  Beneficially  Owned  directly or indirectly by an
Interested  Stockholder  or any Affiliate of any  Interested  Stockholder.  Such
affirmative vote shall be required  notwithstanding the fact that no vote may be
required,  or  that  a  lesser  percentage  may be  permitted,  by law or in any
agreement with any national securities exchange or otherwise.
<PAGE>
B. The  provisions  of Section A of this Article XVI shall not be  applicable to
any particular Business Combination (as hereinafter defined),  and such Business
Combination  shall require only such  affirmative  vote as is required by law or
any other provision of this First Restated Certificate of Incorporation,  if the
conditions specified in either of the following paragraph 1 or 2 are met:

1. the  Business  Combination  shall have been  approved  by a  majority  of the
Continuing Directors (as hereinafter defined); or

2. all of the following price and procedural conditions shall have been met:

(a) the aggregate  amount of the cash and the Fair Market Value (as  hereinafter
defined)  as of the date of the  consummation  of the  Business  Combination  of
consideration other than cash, to be received per share by the holders of Common
Stock in such  Business  Combination,  shall be at least equal to the highest of
the following:

(i) (if  applicable)  the  highest  per share  price  (including  any  brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by the Interested
Stockholder for any shares of Common Stock acquired by it (A) within the two (2)
year period  immediately prior to the first public  announcement of the proposal
of  such  Business  Combination  (the  "Announcement   Date"),  or  (B)  in  the
transaction in which it became an Interested Stockholder, whichever is higher;

(ii) the Fair Market Value per share of Common Stock on the Announcement Date or
on the date on which the Interested Stockholder became an Interested Stockholder
(the "Determination Date"), whichever is higher; and

(iii) (if  applicable)  the price per share equal to the Fair  Market  Value per
share  of  Common  Stock  determined   pursuant  to  paragraph  2(a)(ii)  above,
multiplied  by the ratio of (A) the  highest  per  share  price  (including  any
brokerage commissions,  transfer taxes and soliciting dealers' fees) paid by the
Interested  Stockholder for any shares of Common Stock acquired by it within the
two (2) year period  immediately  prior to the Announcement Date to (B) the Fair
Market  Value per  share of  Common  Stock on the first day in such two (2) year
period  upon  which the  Interested  Stockholder  acquired  any shares of Common
Stock; and

(b) the aggregate amount of the cash and the Fair Market Value as of the date of
the consummation of the Business Combination of consideration other than cash to
be received per share by holders of shares of any other class, other than Common
Stock or Excluded  Preferred Stock, of issued and outstanding Voting Stock shall
be at least equal to the highest of the  following  (it being  intended that the
requirements  of this paragraph 2(b) shall be required to be met with respect to
<PAGE>
every such  class of issued and  outstanding  Voting  Stock,  whether or not the
Interested  Stockholder has previously acquired any shares of a particular class
of Voting Stock):

(i) (if  applicable)  the  highest  per share  price  (including  any  brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by the Interested
Stockholder  for any shares of such  class of Voting  Stock  acquired  by it (A)
within the two (2) year period  immediately  prior to the Announcement  Date, or
(B) in the transaction in which it became an Interested  Stockholder,  whichever
is higher;

(ii) (if  applicable)  the  highest  preferential  amount per share to which the
holders of shares of such class of Voting Stock are entitled in the event of any
voluntary  or  involuntary  liquidation,   dissolution  or  winding  up  of  the
Corporation;

(iii)  the Fair  Market  Value per  share of such  class of Voting  Stock on the
Announcement Date or on the Determination Date, whichever is higher; and

(iv) (if  applicable)  the price per share  equal to the Fair  Market  Value per
share of such class of Voting Stock determined  pursuant to paragraph  2(b)(iii)
above, multiplied by the ratio of (A) the highest per share price (including any
brokerage commissions,  transfer taxes and soliciting dealers' fees) paid by the
Interested  Stockholder for any shares of such class of Voting Stock acquired by
it within the two (2) year period  immediately prior to the Announcement Date to
(B) the Fair Market  Value per share of such class of Voting  Stock on the first
day in such two (2) year period upon which the Interested  Stockholder  acquired
any shares of such class of Voting Stock; and

(c) the  consideration to be received by holders of a particular class of issued
and  outstanding  Voting Stock  (including  Common Stock and other than Excluded
Preferred  Stock)  shall  be in  cash  or in the  same  form  as the  Interested
Stockholder has previously paid for shares of such class of Voting Stock (if the
Interested  Stockholder  has paid for  shares of any class of Voting  Stock with
varying  forms of  consideration,  the form of  consideration  for such class of
Voting Stock shall be either cash or the form used to acquire the largest number
of shares of such class of Voting Stock previously acquired by it); and

(d) after such Interested  Stockholder has become an Interested  Stockholder and
prior to the  consummation  of such Business  Combination:  (i) there shall have
been no  failure  to  declare  and pay at the  regular  date  therefor  any full
quarterly  dividends  (whether or not  cumulative) on any issued and outstanding
preferred stock,  except as approved by a majority of the Continuing  Directors;
(ii) there shall have been no reduction in the annual rate of dividends  paid on
the Common Stock (except as necessary to reflect any  subdivision  of the Common
Stock),  except as  approved by a majority of the  Continuing  Directors;  (iii)
there shall have been an increase in the annual rate of  dividends  as necessary
fully to reflect  any  recapitalization  (including  any reverse  stock  split),
reorganization  or any similar  reorganization  which has the effect of reducing
the number of issued and  outstanding  shares of the  Common  Stock,  unless the
failure so to  increase  such  annual  rate is  approved  by a  majority  of the
Continuing Directors; and (iv) such Interested Stockholder shall not have become
<PAGE>
the  Beneficial  Owner of any  additional  Voting  Stock  except  as part of the
transaction which results in such Interested  Stockholder becoming an Interested
Stockholder; and

(e) after such Interested Stockholder has become an Interested Stockholder, such
Interested  Stockholder  shall  not  have  received  the  benefit,  directly  or
indirectly (except  proportionately as a shareholder),  of any loans,  advances,
guarantees,  pledges or other  financial  assistance or any tax credits or other
tax advantages  provided by the  Corporation,  whether in  anticipation of or in
connection with such Business Combination or otherwise; and

(f)  a  proxy  or  information   statement   describing  the  proposed  Business
Combination and complying with the  requirements of the Securities  Exchange Act
of 1934 and the rules and regulations  thereunder (or any subsequent  provisions
replacing such Act, rules or regulations) shall be mailed to stockholders of the
Corporation at least thirty (30) days prior to the consummation of such Business
Combination  (whether or not such proxy or information  statement is required to
be marked pursuant to such Act or subsequent provisions).

C. For purposes of this Article XVI the following terms shall have the following
meanings:

1.  "Affiliate" or "Associate"  shall have the respective  meanings  ascribed to
such  terms  in Rule  12b-2 of the  General  Rules  and  Regulations  under  the
Securities Exchange Act of 1934, as in effect on June 21, 1996.

2. "Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3
of the General Rules and Regulations of the Securities  Exchange Act of 1934, as
in effect on June 21,  1996.  In  addition,  a Person  shall be the  "Beneficial
Owner"  of any  Voting  Stock  which  such  Person or any of its  Affiliates  or
Associates  has:  (a) the right to acquire  (whether  such right is  exercisable
immediately  or only after the  passage  of time),  pursuant  to any  agreement,
arrangement or understanding or upon the exercise of conversion rights, exchange
rights,  warrants or options, or otherwise; or (b) the right to vote pursuant to
any  agreement,  arrangement or  understanding  (but neither such Person nor any
such Affiliate or Associate  shall be deemed to be the  Beneficial  Owner of any
shares of Voting  Stock  solely by reason of a  revocable  proxy  granted  for a
particular  meeting of the  stockholders,  pursuant to a public  solicitation of
proxies for such meeting,  and with respect to which shares  neither such Person
nor any such Affiliate of Associate is otherwise deemed the Beneficial Owner).

3. "Business  Combination"  shall mean any  transaction  described in any one or
more of clauses (1) through (5) of Section A of this Article XVI.

4. "Continuing  Director" shall mean any member of the Board who is unaffiliated
with and is not the Interested  Stockholder  and was a member of the Board prior
to the time that the Interested  Stockholder  became an Interested  Stockholder,
<PAGE>
and any  director who is  thereafter  chosen to fill any vacancy on the Board or
who is elected and who, in either event,  is  unaffiliated  with the  Interested
Stockholder  and in connection  with his or her initial  assumption of office is
recommended  for  appointment or election by a majority of Continuing  Directors
then on the Board.

5. "Excluded  Preferred  Stock" means any series of Preferred Stock with respect
to which a majority of the Continuing  Directors have approved a Preferred Stock
Designation  creating such series that expressly provides that the provisions of
this Article XVI shall not apply.

6. "Fair Market Value" shall mean: (a) in the case of stock, the highest closing
sale price during the thirty (30) day period  immediately  preceding the date in
question  of a share of such  stock  on the  Composite  Tape for New York  Stock
Exchange  listed stocks,  or, if such stock is not quoted on the composite tape,
on the New  York  Stock  Exchange,  or,  if such  stock  is not  listed  on such
exchange,  on the principal United States securities  exchange  registered under
the Securities  Exchange Act of 1934 on which such stock is listed,  or, if such
stock is not listed on any such exchange, the highest closing bid quotation with
respect to a share of such stock during the thirty (30) day period preceding the
date in  question  on the  National  Association  of  Securities  Dealers,  Inc.
Automated Quotation System or any system then in use in its stead, or if no such
quotations  are  available,  the fair market  value on the date in question of a
share of such stock as determined  by the Board in accordance  with Section D of
this Article XVI; and (b) in the case of property other than cash or stock,  the
fair market value of such  property on the date in question as determined by the
Board in accordance with Section D of this Article XVI.

7. "Interested Stockholder" shall mean any Person to or which:

(a) itself, or along with its Affiliates,  is the Beneficial Owner,  directly or
indirectly,  of  more  than  fifteen  percent  (15%)  of  the  then  issued  and
outstanding Voting Stock; or

(b) is an Affiliate of the  Corporation  and at any time within the two (2) year
period  immediately  prior to the date in question was itself, or along with its
Affiliates,  the Beneficial  Owner,  directly or indirectly,  of fifteen percent
(15%) or more of the then issued and outstanding Voting Stock; or

(c) is an assignee of or has  otherwise  succeeded to any Voting Stock which was
at any time  within  the two (2) year  period  immediately  prior to the date in
question beneficially owned by an Interested Stockholder,  if such assignment or
succession  shall  have  occurred  in the course of a  transaction  or series of
transactions  not  involving  a  public  offering  within  the  meaning  of  the
Securities Act of 1933.

For the purpose of  determining  whether a Person is an  Interested  Stockholder
pursuant to  paragraph 7 of this Section C, the number of shares of Voting Stock
deemed to be issued and  outstanding  shall include  shares deemed owned through
application  of  paragraph  2 of this  Section C but shall not include any other
<PAGE>
shares  of  Voting  Stock  that  may be  issuable  pursuant  to  any  agreement,
arrangement or understanding,  or upon exercise of conversion  rights,  warrants
oroptions or otherwise.

Notwithstanding  anything  to the  contrary  contained  in this  First  Restated
Certificate of Incorporation, for purposes of this First Restated Certificate of
Incorporation,  the term  "Interested  Stockholder"  shall not, for any purpose,
include, and the provisions of Article XVI(A) hereof shall not apply to: (a) the
Corporation or any  Subsidiary;  or (b) any employee stock ownership plan of the
Corporation or any Subsidiary.

8. In the event of any Business  Combination in which the Corporation  survives,
the phrase "other  consideration  to be received" as used in paragraphs 2(a) and
(b) and paragraph B of this Article XVI shall include the shares of Common Stock
and/or the  shares of any other  class of issued and  outstanding  Voting  Stock
retained by the holders of such shares.

9. "Person" shall mean any individual,  firm, corporation,  partnership or other
entity.

10.  "Subsidiary"  shall  mean any  corporation  or other  entity  of which  the
Corporation owns, directly or indirectly, securities that enable the Corporation
to elect a  majority  of the  board of  directors  or other  persons  performing
similar  functions of such  corporation  or entity or that otherwise give to the
Corporation the power to control such corporation or entity.

11. "Voting Stock" means all issued and  outstanding  shares of capital stock of
the  Corporation  that  pursuant to or in  accordance  with this First  Restated
Certificate of  Incorporation  are entitled to vote generally in the election of
directors of the Corporation, and each reference herein, where appropriate, to a
percentage  or portion of shares of Voting Stock shall refer to such  percentage
or portion of the voting power of such shares  entitled to vote.  The issued and
outstanding  shares of Voting Stock shall not include any shares of Voting Stock
that  may be  issuable  pursuant  to any  agreement,  or upon  the  exercise  or
conversion of any rights, warrants or options or otherwise.

D. The Continuing  Directors of the Corporation shall have the power and duty to
determine  for the  purposes of this  Article  XVI, on the basis of  information
known to them  after  reasonable  inquiry,  all  facts  necessary  to  determine
compliance with this Article XVI, including,  without limitation:  (i) whether a
Person is an Interested  Stockholder;  (ii) the number of shares of Voting Stock
beneficially  owned by any Person;  (iii)  whether a Person is an  Affiliate  or
Associate  of another;  (iv)  whether  the  applicable  conditions  set forth in
paragraph 2 of paragraph B of this Article XVI have been met with respect to any
Business  Combination;  (v) the Fair Market Value of stock or other  property in
accordance with paragraph 6 of paragraph C of this Article XVI; and (vi) whether
the  assets  which are the  subject of any  Business  Combination  have,  or the
consideration  to be received for the issuance or transfer of  securities by the
Corporation or any Subsidiary in any Business Combination has, an aggregate Fair
Market Value of ten million dollars ($10,000,000) or more.
<PAGE>
E.  Nothing  contained  in this  Article XVI shall be  construed  to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.

F. In  addition  to any  affirmative  vote  required  by  applicable  law and in
addition to any vote of the holders of any series of  Preferred  Stock  provided
for or fixed  pursuant to the  provisions  of Article IV of this First  Restated
Certificate of  Incorporation,  any alteration,  amendment or repeal relating to
this Article XVI must be approved by the  affirmative  vote of the holders of at
least sixty six and two-thirds percent (66 2/3%) of the combined voting power of
the issued and outstanding  shares of Voting Stock,  voting together as a single
class.

IN WITNESS WHEREOF, the undersigned,  being the Chairman of the Board, President
and  Chief  Executive  Officer  of the  Corporation,  for and on  behalf  of the
Corporation,  has executed this First Restated Certificate of Incorporation this
18th day of June,  1998, and hereby  acknowledges,  under  penalties of perjury,
that this First Restated Certificate of Incorporation is the act and deed of the
Corporation  and  that  facts  stated  in this  First  Restated  Certificate  of
Incorporate are true.


                                        STYLING TECHNOLOGY CORPORATION


                                        By: /s/ Richard R. Ross
                                            ------------------------------------
                                            Richard R. Ross, Executive Vice
                                            President, Chief Financial Officer
                                            and Secretary


STATE OF ARIZONA   )
                   ) ss.
County of Maricopa )


The foregoing instrument was acknowledged before this ____ day of June, 1998, by
Richard R. Ross, Executive Vice President, Chief Financial Officer and Secretary
of Styling  Technology  Corporation,  a Delaware  corporation,  on behalf of the
corporation.


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Notary Public


My commission expires:

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