<PAGE>
                                                                     EXHIBIT 4.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                    THE AMENDED AND RESTATED CERTIFICATE OF
                                  INCORPORATION
                                       OF
                                  K-SWISS INC.
                            (A DELAWARE CORPORATION)

     (Pursuant to Section 242 of the General Corporation Law of the State of
                                   Delaware)

       K-SWISS Inc. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify that:

       FIRST:    The Board of Directors of the Corporation, by unanimous written
consent, adopted a resolution setting forth and declaring a proposed amendment
to the Corporation's Amended and Restated Certificate of Incorporation to be
advisable and calling for consideration thereof by the stockholders of the
Corporation. The resolution setting forth the proposed amendment is as follows:

       WHEREAS, the Board of Directors deems it appropriate and in the best
interests of the Corporation and its stockholders to increase the number of
shares of Class A Common Stock that the Corporation is authorized to issue;

       WHEREAS, under the Corporation's Amended and Restated Certificate of
Incorporation (the "Restated Certificate of Incorporation"), the affirmative
vote of 80% of the Voting Power (as defined therein) of the Corporation is
required to effect the proposed amendment to the Restated Certificate of
Incorporation to increase the Corporation's authorized share capital;

       WHEREAS, under the General Corporation Law of the State of Delaware, the
affirmative vote of the holders of a majority of the Corporations's Class A
Common Stock is required to increase the number of shares of Class A Common
Stock that the Corporation is authorized to issue under the Restated Certificate
of Incorporation; and

       WHEREAS, under the General Corporation Law of the State of Delaware, to
effect an increase in the authorized share capital of the Corporation, the Board
of Directors is required to adopt a resolution setting forth the amendment to
the Restated Certificate of Incorporation and then to propose the amendment for
approval by the stockholders of the Corporation;

       NOW, THEREFORE, BE IT RESOLVED, that, upon approval by holders of the
requisite number of shares of the Corporation's Common Stock pursuant to the
Restated Certificate of Incorporation and the General Corporation Law of the
State of Delaware, Section I of Article V of the Corporation's Restated
Certificate of Incorporation shall be amended and restated as follows:

<PAGE>

          "SECTION 1. Number of Authorized Shares. The total number of shares of
                      ---------------------------
     all classes of stock that the Corporation shall have authority to issue is
     forty-eight million (48,000,000) shares, consisting of forty-six million
     (46,000,000) shares of common stock, par value $0.01 per share (the "Common
     Stock"), and two million (2,000,000) shares of preferred stock, par value
     $0.01 per share (the "Preferred Stock").

          Further, the second sentence of SECTION 2 of Article V of the
Corporation's Amended and Restated Certificate of Incorporation shall be amended
and restated as follows:

          "The authorized number of shares of Class A Common Stock,
     shall be thirty-six million (36,000,000), and the authorized number of
     shares of Class B Common Stock shall be ten million (10,000,000); provided,
     that (a) the authorized number of shares of Class A Common Stock shall be
     increased by any concurrent decrease determined by the Board of Directors
     in the authorized number of shares of Class B Common Stock and (b) the
     authorized number of shares of Class A Common Stock shall not be reduced,
     and the authorized number of shares of Class B Common Stock shall not be
     increased."

     SECOND: In excess of 80% of the Voting Power of the Corporation considered
and voted in favor of the amendment.

     THIRD:  Said amendment was duly adopted by the stockholders of the
corporation at the Corporation's Annual Meeting of Stockholders on May 23,
2002.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment on this 13th day of June, 2002.

                                K-SWISS INC.

                                By:  /s/ George Powlick
                                   -----------------------
                                   George Powlick
                                   Secretary of K-SWISS Inc.


                                       2

<PAGE>

                           CERTIFICATE OF CORRECTION

                         Certificate of Correction Filed
                            To Correct The Restated
                        Certificate of Incorporation of

                                  K-SWISS INC.

                    Filed in the Office of The Secretary of
                     State of Delaware on June 8, 1990, And
                     Recorded in The Office of the Recorder
                    of Deeds For New Castle County, Delaware
                                On June 11, 1990

        Steven Nichols and George Powlick hereby certify that:

        1.  They are the President and Secretary, respectively, of K-Swiss Inc.,
a Delaware corporation (the "Corporation").

        2.  A Restated Certificate of Incorporation (the "Restated Certificate")
of the Corporation was filed by the Secretary of State of Delaware on June 8,
1990 and recorded in the Office of the Recorder of Deeds of New Castle County
on June 11, 1990, and said Restated Certificate requires correction as permitted
by subsection (f) of Section 103 of The General Corporation Law of the State of
Delaware.

        3.  The inaccuracy or defect of said Restated Certificate is as follows:
Article V, Section 2 of said Restated Certificate refers to the Certificate of
Designations of Class A Common Stock (the "Class A Designations"), which was
originally filed by the Secretary of State of Delaware on May 3, 1990 and
recorded in the Office of the Recorder of Deeds of New Castle County on May 11,
1990, and the Certificate of Designations of Class B Common Stock (the "Class B
Designations" and collectively with the Class A Designations, the "Certificates
of Designations"), which was originally filed by the Secretary of State of
Delaware on May 3, 1990 and recorded in the Office of the Recorder of Deeds in
New Castle County on May 11, 1990. Article V, Section 2 of said Restated
Certificate does not set forth in full the provisions of the Certificates of
Designations. Said Certificates of Designations remained in full force and
effect notwithstanding the filing of said Restated Certificate, and it was not
the intent of the filing of said Restated Certificate to supersede said
Certificates of Designations. This Certificate of Correction reflects the intent
of the Board of Directors and the stockholders of the Corporation, and the
effect of the action of the Corporation, in adopting and filing said Restated
Certificate, which incorporates by reference the Certificates of Designations.
On the basis of the foregoing, Article V, Section 2 of  said Restated
Certificate is corrected to read, in its entirety, as follows:

        Section 2. Common Stock.
                   ------------

        The Common Stock shall consist solely of "Class A Common Stock" and
        "Class B Common Stock." The authorized number of shares of Class A
        Common Stock shall be eighteen million (18,000,000) and the authorized
        number of shares of Class B Common Stock shall be ten million
        (10,000,000); provided that (a) the authorized number of shares of Class
        A Common Stock shall be increased by any concurrent decrease determined
        by the

<PAGE>





Board in the authorized number of shares of Class B Common Stock and (b) the
authorized number of shares of Class A Common Stock shall not be reduced and the
authorized number of shares of Class B Common Stock shall not be increased.
Subject to the foregoing, the Board is hereby authorized to fix the
designations, powers and preferences, and relative, participating, optional or
other rights, if any, of the Class A Common Stock and of the Class B Common
Stock and qualifications, limitations or restrictions thereof, including,
without limitation, dividend rights (and whether dividends are cumulative),
conversion rights, if any, voting rights (including the number of votes, if any,
per share, as well as the number of members, if any, of the Board or the
percentage of members, if any, of the Board each class or series of Common Stock
may be entitled to elect), rights and terms of redemption (including sinking
fund provisions, if any), redemption price and liquidation preferences of the
Class A Common Stock and the Class B Common Stock. The Board of Directors of the
Corporation may authorize the issuance of shares of Class A Common Stock and
shares of Class B Common Stock, from time to time, subject to the foregoing and
to provisions of the Certificate of Designations of Class A Common Stock and the
Certificate of Designations of Class B Common Stock, respectively.
Notwithstanding the foregoing, the Board shall have no power to alter the rights
with respect to Class A Common Stock or Class B Common Stock once such rights
have been fixed by the Board. The Board of Directors of the Corporation has
previously fixed the designations, powers and preferences, and relative,
participating, optional and other rights of the Class A Common Stock and the
Class B Common Stock, and the qualifications, limitations or restrictions
thereof, as follows:

Section 2.1  Designations of Class A Common Stock.
             ------------------------------------

       Section 2.1.1  Dividends and Distributions.
                      ----------------------------

       The holders of shares of Class A Common Stock, along with holders of
shares of Class B Common Stock and the holders of any other duly designated
class or series of the Corporation's Common Stock shall be entitled to receive
such dividends, payable in cash or otherwise, as may be declared thereon by the
Board from time to time out of assets or funds of the Corporation legally
available therefor, provided that each share of Class A Common Stock and Class B
Common Stock shall be equal in respect of rights to dividends and other
distributions in cash, stock or property of the Corporation, and provided that
in the case of dividends or other distributions payable in Class A Common Stock
or Class B Common Stock, including distributions pursuant to

                                       2

<PAGE>

stock split-ups or divisions of Class A Common Stock or Class B Common Stock
which occur after the first date upon which the Corporation has issued shares of
both Class A Common Stock and Class B Common Stock, only shares of Class A
Common Stock shall be distributed with respect to Class A Common Stock and only
shares of Class B Common Stock shall be distributed with respect to Class B
Common Stock, unless the Board of Directors of the Corporation determines in its
discretion that it is more desirable to distribute shares of Class A Common
Stock with respect to Class B Common Stock, in which case shares of Class A
Common Stock shall be distributed with respect to Class B Common Stock.

     Section 2.1.2 Voting Rights. The holders of shares of Class A Common Stock
                   -------------
shall have the following voting rights:

          (a) Each share of Class A Common Stock shall entitle the holder
thereof to one vote on all matters submitted to a vote of the stockholders of
the Corporation.

          (b) Except as otherwise provided in this Certificate of Incorporation
or by law, the holders of shares of Class A Common Stock and the holders of
shares of Class B Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation; provided, however, that
in the election of directors the holders of shares of Class A Common Stock shall
vote as one separate class and the holders of shares of Class B Common Stock
shall vote as one separate class.

          (c) In the election of directors, the holders of shares of Class A
Common Stock shall have the following voting rights:

          Commencing with the first annual meeting of stockholders held after
the issuance of shares of Class A Common Stock, the holders of shares of Class A
Common Stock shall be entitled to elect two of the directors of the Corporation;
provided, however, that (A) if the authorized number of directors of the
Corporation, excluding the number of directors, if any, authorized pursuant to
the second sentence of Article VIII of this Certificate of Incorporation, is
greater than or equal to 11 and less than or equal to 15, the holders of shares
of Class A Common Stock shall be entitled to elect three of the directors of the
Corporation; and (B) if the authorized number of directors of the Corporation,
excluding the number of directors, if any, authorized pursuant to the second
sentence of Article VIII of this Certificate of Incorporation, is greater than
15, the holders of shares of

                                       3

<PAGE>

Class A Common Stock shall be entitled to elect four of the directors of the
Corporation. Notwithstanding the foregoing, if at any time no shares of Class B
Common Stock are outstanding, holders of Class A Common Stock shall be entitled
to elect all of the directors of the Corporation (excluding directors, if any,
authorized pursuant to the second sentence of Article VIII of this Certificate
of Incorporation). The directors so elected by holders of shares of Class A
Common Stock, voting as a class, shall serve until the annual meeting at which
the term of office of such director's class shall expire or until such
director's successor shall be elected and shall qualify, and at each subsequent
meeting of stockholders at which the directorship of any director elected by the
vote of holders of shares of Class A Common Stock under the voting rights set
forth in this paragraph is up for election, said class voting rights shall apply
in the reelection of such director or in the election of such director's
successor.

          (d) Nothing herein shall prevent the Board of Directors from taking
any action (i) to fix or alter the voting powers, designations, preferences and
relative, participating, optional or other rights, if any, or the
qualifications, limitations or restrictions of the Class A Common Stock,
provided that at the time such action becomes effective, no shares of Class A
Common Stock shall have been issued, or (ii) to increase the number of
authorized shares of Class A Common Stock in a number equal to any concurrent
decrease in the number of authorized shares of Class B Common Stock; provided
that the Board of Directors may not take any action to decrease the number of
authorized shares of Class A Common Stock. Any shares of Class A Common Stock
purchased or otherwise acquired by the Corporation may be held as treasury
shares or may be retired and canceled and reissued.

     Section 2.1.3 Liquidation Dissolution or Winding Up. In the event of any
                   -------------------------------------
dissolution, liquidation or winding up of the affairs of the Corporation,
whether voluntary or involuntary, after payment or provision for payment of the
debts and other liabilities of the Corporation, the holders of each series of
Preferred Stock shall be entitled to receive, out of the net assets of the
Corporation, an amount for each share of such series of Preferred Stock equal to
the amount fixed and determined by the Board in any resolution or resolutions
provided for the issuance of such series, plus an amount equal to all dividends
accrued and unpaid on shares of such series to the date fixed for distribution,
before any of the assets of the Corporation shall be distributed or paid over to
the holders of Class A Common Stock or Class B Common Stock. After payment in
full of said amounts to the

                                       4

<PAGE>

holders of Preferred Stock of all series, the remaining assets of the
Corporation shall be divided among and paid ratably to the holders of Class A
Common Stock and Class B Common Stock.

     Section 2.1.4 No Redemption. The shares of Class A Common Stock shall not
                   -------------
be redeemable. Notwithstanding the foregoing, the Corporation may acquire shares
of Class A Common Stock in any other manner permitted by law or by this
Certificate of Incorporation.

     Section 2.1.5 Nonconvertibiity of Class A Common Stock. The shares of
                   ----------------------------------------
Class A Common Stock shall not be convertible into any other class or series of
the Corporation's securities.

     Section 2.1.6 Amendment. This Certificate of Incorporation shall not be
                   ---------
amended in any manner that would materially and adversely alter or change the
powers or special rights of the Class A Common Stock without the affirmative
vote of the holders of at least 66-2/3% of the outstanding shares of Class A
Common Stock.

Section 2.2 Designations of Class B Common Stock.
            ------------------------------------

     Section 2.2.1 Dividends and Distributions.
                   ---------------------------

             The holders of shares of Class B Common Stock, along with holders
of shares of Class A Common Stock and the holders of any other duly designated
class or series of Common Stock shall be entitled to receive such dividends,
payable in cash or otherwise, as may be declared thereon by the Board from time
to time out of assets or funds of the Corporation legally available therefor,
provided that each share of Class A Common Stock and Class B Common Stock shall
be equal in respect of rights to dividends and other distributions in cash,
stock or property of the Corporation, and provided that in the case of dividends
or other distributions payable in Class B Common Stock or Class A Common Stock,
including distributions pursuant to stock split-ups or divisions of Class B
Common Stock or Class A Common Stock which occur after the first date upon which
the Corporation has issued shares of both Class B Common Stock and Class A
Common Stock, only shares of Class A Common Stock shall be distributed with
respect to Class A Common Stock and only shares of Class B Common Stock shall be
distributed with respect to Class B Common Stock, unless the Board of Directors
of the Corporation determines in its discretion that it is more desirable to
distribute shares of Class A Common Stock with respect to Class B Common Stock,
in which case shares of Class

                                       5

<PAGE>



A Common Stock shall be distributed with respect to Class B Common Stock.

     Section 2.2.2. Voting Rights. The holders of shares of Class B Common Stock
                    -------------
shall have the following voting rights:

         (a) Each share of Class B Common Stock shall entitle the holder thereof
to ten votes on all matters submitted to a vote of the stockholders of the
Corporation.

         (b) Except as otherwise provided in this Certificate of Incorporation
or by law, the holders of shares of Class B Common Stock and the holders of
shares of Class A Common Stock shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation; provided,
however, that in the election of directors the holders of shares of Class B
Common Stock shall vote as one separate class and the holders of shares of
Class A Common Stock shall vote as one separate class.

         (c) In the election of directors, the holders of shares of Class B
Common Stock shall have the following voting rights:

         So long as any shares of Class B Common Stock are outstanding, the
holders of shares of Class B Common Stock shall be entitled to elect all of the
directors at the first annual meeting of stockholders of the Corporation;
provided, however, that so long as any shares of Class B Common Stock are
outstanding after the issuance by the Corporation of shares of Class A Common
Stock, the holders of Class B Common Stock shall be entitled to elect all of the
directors except that number of directors entitled to be elected by holders of
Class A Common Stock. The directors so elected by holders of shares of Class B
Common Stock, voting as a class, shall serve until the annual meeting at which
the term of office of such director's class shall expire or until such
director's successor shall be elected and shall qualify, and at each subsequent
meeting of stockholders at which the directorship of any director elected by the
vote of holders of shares of Class B Common Stock under the voting rights set
forth in this paragraph is up for election, said class voting rights shall apply
in the reelection of such director or in the election of such director's
successor.

         (d) Nothing herein shall prevent the Board of Directors from taking any
action (i) to fix or alter the voting powers, designations, preferences and
relative, participating, optional or other rights, if any, or the
qualifications, limitations or restrictions of the Class B

                                       6

<PAGE>

Common Stock, provided that at the time such action becomes effective, no shares
of Class B Common Stock shall have been issued, or (ii) to decrease the number
of authorized shares of Class B Common Stock in a number equal to any concurrent
increase in the number of authorized shares of Class A Common Stock, but not
below the number of shares of Class B Common Stock then outstanding; provided
that the Board of Directors may not take any action to increase the number of
authorized shares of Class B Common Stock. Any shares of Class B Common Stock
purchased or otherwise acquired by the Corporation shall be retired and canceled
and shall not be reissued.

     Section 2.2.3 Transfer of Class B Stock.
                   --------------------------

          A. Except as provided in Section 2.2.3(B) hereof or pursuant to a
written proxy executed on the Record Date (as defined in Section 2.2.3(A)(iii)
below) and disclosed in writing to the Corporation on or before the Record Date,
no person holding shares of Class B Common Stock or any beneficial interest
therein (a "Class B Holder") may voluntarily or involuntarily transfer
(including without limitation the power to vote such Class B Shares by proxy or
otherwise), sell, assign, devise or bequeath any of such Class B Holder's
interest in his Class B Shares, and the Corporation and the transfer agent for
the Class B Common Stock, if any (the "Transfer Agent"), shall not register the
transfer of such shares of Class B Common Stock, whether by sale, grant of
proxy, assignment, gift, devise, bequest, appointment or otherwise, except to a
"Permitted Transferee" of such Class B Holder which term shall include the
Corporation and shall have the following additional meanings in the following
cases:

               (i) In the case of a Class B Holder who is a natural person
holding record and beneficial ownership of the shares of Class B Common Stock in
question, "Permitted Transferee" means: (a) the spouse of such Class B Holder
(the "Spouse"); (b) a lineal descendant of a great grandparent of such Class B
Holder or of the Spouse (a "Descendant"); (c) the trustee of a trust (including
a voting trust) for the benefit of such Class B Holder, the Spouse, other
Descendant, or an organization contributions to which are deductible for federal
income, estate or gift tax purposes (a "Charitable Organization"), and for the
benefit of no other person; provided that such trust may grant a general or
special power of appointment to the Spouse or to the Descendants and may permit
trust assets to be used to pay taxes, legacies and other obligations of the
trust or of the estate of such Class B Holder payable by reason of the death of
such Class B Holder or the death of the Spouse or a

                                       7

<PAGE>


Descendant, and that such trust (subject to the grant of a power of appointment
as provided above) must prohibit transfer of shares of Class B Common Stock or a
beneficial interest therein to persons other than Permitted Transferees as
defined in subparagaph (ii) of this Section 2.2.3(A) (a "Trust"); (d) a
Charitable Organization established by such Class B Holder or a Descendant; (e)
an Individual Retirement Account, as defined in Section 408(a) of the Internal
Revenue Code, of which such Class B Holder is a participant or beneficiary,
provided that such Class B Holder is vested with the power to direct the
investment of funds deposited into such Individual Retirement Account and to
control the voting of securities held by such Individual Retirement Account (an
"IRA"); (f) a pension, profit sharing, stock bonus or other type of plan or
trust of which such Class B Holder is a participant or beneficiary and which
satisfies the requirements for qualification under Section 401 of the Internal
Revenue Code, provided that such Class B Holder is vested with the power to
direct the investment of funds deposited into such plan or trust and to control
the voting of securities held by such plan or trust, (a "Plan"); (g) a
corporation all of the outstanding capital stock of which is owned by, or a
partnership all of the partners of which are, such Class B Holder, the Spouse
and/or other Descendants, provided that if any share (or any interest in any
share) of capital stock of such a corporation (or of any survivor of a merger or
consolidation of such corporation), or any partnership interest in such a
partnership, is acquired by any person who is not within such class of persons,
all shares of Class B Common Stock then held by such corporation or partnership,
as the case may be, shall be deemed without further act on anyone's part to be
converted into shares of Class A Common Stock and stock certificates formerly
representing such shares of Class B Common Stock shall thereupon and thereafter
be deemed to represent the like number of shares of Class A Common Stock in the
manner set forth in Section 2.2.4(C) hereof; and (h) in the event of the death
of such Class B Holder, such Class B Holder's estate.


                (ii) In the case of a Class B Holder holding the shares of Class
B Common Stock in question as trustee of an IRA, a Plan or a Trust other than a
Trust described in subparagraph (iii) of this Section 2.2.3(A), "Permitted
Transferee" means: (a) the participant or beneficiary of such IRA, such Plan or
such Trust, or the person who transferred such shares of Class B Common Stock to
such IRA, such Plan or such Trust, and (b) a Permitted Transferee of any such
person or persons determined pursuant to subparagraph (i) of this Section
2.2.3(A).


                                       8

<PAGE>

       (iii) In the case of a Class B Holder holding the shares of Class B
Common Stock in question as trustee pursuant to a Trust which was irrevocable on
the Record Date (as defined below), "Permitted Transferee" means any person as
of the Record Date to whom or for whose benefit principal may be distributed
either during or at the end of the term of such Trust whether by power of
appointment or otherwise. For purposes of this Certificate of Incorporation,
there shall be one "Record Date," which date shall be the record date for
determining the persons to whom the Class B Common Stock is first distributed by
the Corporation other than the date on which the Corporation first distributed
Class B Common Stock to a corporation that immediately after such distribution
owned all of the issued and outstanding shares of capital stock of the
Corporation.

       (iv) In the case of Class B Holder holding record (but not beneficial)
ownership of the shares of Class B Common Stock in question as nominee for the
person who was the beneficial owner thereof on the Record Date, "Permitted
Transferee" means such beneficial owner and a Permitted Transferee of such
beneficial owner determined pursuant to subparagraphs (i), (ii), (iii), (v) or
(vi) of this Section 2.2.3(A), as the case may be.

       (v) In the case of a Class B Holder which is a partnership holding record
and beneficial ownership of the shares of Class B Common Stock in question,
"Permitted Transferee" means any partner of such partnership, provided that such
partner was a partner in the partnership at the time it first became a Class B
Holder.

       (vi) In the case of a Class B Holder which is a corporation other than a
Charitable Organization described in clause (d) of subparagraph (i) of this
Section 2.2.3(A) holding record and beneficial ownership of the shares of Class
B Common Stock in question (a "Corporate Holder"), "Permitted Transferee" means
(a) any shareholder of such Corporate Holder as of the Record Date or any
Permitted Transferee of any such shareholder determined pursuant to subparagraph
(i) of this Section 2.2.3(A); and (b) the survivor (the "Survivor") of a merger
or consolidation of such Corporate Holder, so long as such Survivor is
controlled, directly or indirectly, by those shareholders of the Corporate
Holder who were shareholders of such Corporate Holder as of the Record Date or
any Permitted Transferees of such shareholders determined pursuant to
subparagraph (i) of this Section 2.2.3(A).

                                       9

<PAGE>

          (vii) In the case of a Class B Holder which is the estate of a
deceased Class B Holder, or which is the estate of a bankrupt or insolvent
Class B Holder, and provided such deceased, bankrupt or insolvent Class B
Holder, as the case may be, held record and beneficial ownership of the shares
of Class B Common Stock in question, "Permitted Transferee" means a Permitted
Transferee of such deceased, bankrupt or insolvent Class B Holder as determined
pursuant to subparagraphs (i), (v) or (vi) of this Section 2.2.3(A), as the case
may be.

     B. Notwithstanding anything to the contrary set forth herein, any Class B
Holder may pledge such Holder's shares of Class B Common Stock to a pledgee
pursuant to a bona fide pledge of such shares as collateral security for
indebtedness due to the pledgee, provided that such shares shall not be
transferred to, registered in the name of or voted by the pledgee and shall
remain subject to the provisions of this Section 2.2.3. In the event of
foreclosure or other similar action by the pledgee, such pledged shares of Class
B Common Stock may only be transferred to a Permitted Transferee of the pledgor
or converted into shares of Class A Common Stock, as the pledgee may elect.

     C. For purpose of this Section 2.2.3:

          (i) The relationship of any person that is derived by or through legal
adoption shall be considered a natural relationship.

          (ii) Each joint owner of shares or owner of a community property
interest in shares of Class B Common Stock shall be considered a "Class B
Holder" of such shares.

          (iii) A minor for whom shares of Class B Common Stock are held
pursuant to a Uniform Transfer to Minors Act or similar law shall be considered
a Class B Holder of such shares.

          (iv) Unless otherwise specified, the term "person" means and includes
natural persons, corporations, partnerships, unincorporated associations, firms,
joint ventures, trusts and all other entities.

     D. Any purported transfer of shares of Class B Common Stock not permitted
hereunder shall be void and of no effect, and the purported transferee shall
have no rights as a stockholder of the Corporation and no other rights against
or with respect to the Corporation. The Corporation may, as a condition to the
transfer or the registration of transfer of shares of Class B Common

                                       10

<PAGE>

Stock to a purported Permitted Transferee, require the furnishing of such
affidavits or other proof as it deems necessary to establish that such
transferee is a Permitted Transferee. Each certificate representing shares of
Class B Common Stock shall be endorsed with a legend that states that shares of
Class B Common stock are not transferable other than to certain transferees and
are subject to certain restrictions as set forth in the Certificate of
Designations of Class B Common Stock previously filed by the Corporation with
the Secretary of State of the State of Delaware.

     Section 2.2.4 Conversion of Class B Common Stock.
                   ----------------------------------

             A. Each share of Class B Common Stock, at the option of its holder,
may at any time be converted into one (1) fully paid and nonassessable share of
Class A Common Stock, subject to adjustment as set forth in paragraph E of this
Section 2.2.4. Such right shall be exercised by the surrender of the certificate
representing such share of Class B Common Stock to be converted to the
Corporation at any time during normal business hours at the principal executive
offices of the Corporation or at the office of the Transfer Agent, accompanied
by a written notice of the election by the holder thereof to convert and (if so
required by the Corporation or the Transfer Agent) by instruments of transfer,
in form satisfactory to the Corporation and to the Transfer Agent, duly executed
by such holder or such holder's duly authorized attorney, and transfer tax
stamps or funds therefor, if required pursuant to paragraph G of this Section
2.2.4.

             B. If, on the record date for any annual meeting of stockholders,
the number of shares of Class B Common Stock then outstanding is less than 10%
of the aggregate number of shares of Class B Common Stock and Class A Common
Stock then outstanding, as determined by the Secretary of the Corporation, each
share of Class B Common Stock then issued or outstanding shall thereupon be
converted automatically into one (1) fully paid and nonassessable share of Class
A Common Stock (subject to adjustment as set forth in paragraph E of this
Section 2.2.4), and each share of Class B Common Stock then authorized but
unissued shall thereupon automatically be deemed an authorized but unissued
share of Class A Common Stock (subject to adjustment as set forth in paragraph E
of this Section 2.2.4). Upon making such determination, the Secretary of the
Corporation shall promptly request from each holder of record of shares of Class
B Common Stock that each such holder promptly deliver, and such holder shall
promptly deliver, certificates representing all shares of

                                       11

<PAGE>

         Class B Common Stock held by such holder to the Corporation for
         conversion hereunder, together with instruments of transfer, in form
         satisfactory to the Corporation and Transfer Agent, duly executed by
         such holder or such holder's duly authorized attorney, and together
         with transfer tax stamps of funds therefor, if required pursuant to
         paragraph G of this Section 2.2.4.

                  C. If the beneficial ownership (as determined under Rule 13d-3
         promulgated by the Securities and Exchange Commission under the
         Securities Exchange Act of 1934) of any share or any interest in any
         share of Class B Common Stock changes, voluntarily or involuntarily,
         such that each new beneficial owner of such share of Class B Common
         Stock is not a "Permitted Transferee" (as defined in Section 2.2.3(A)
         hereof) of the beneficial owner of such share of Class B Common Stock
         immediately prior to such change in beneficial ownership, then each
         such share of Class B Common Stock shall thereupon be converted
         automatically into one (1) fully paid and nonassessable share of Class
         A Common Stock (subject to adjustment as set forth in paragraph E of
         this Section 2.2.4). A determination by the Secretary of the
         Corporation that a change in beneficial ownership requires conversion
         under this paragraph shall be conclusive. Upon making such
         determination, the Secretary of the Corporation shall promptly request
         from the holder of record of each such share of Class B Common Stock
         that each such holder promptly deliver, and each such holder shall
         promptly deliver, the certificate representing each such share of Class
         B Common Stock to the Corporation for conversion hereunder, together
         with instruments of transfer, in form satisfactory to the Corporation
         and Transfer Agent, duly executed by such holder or such holder's duly
         authorized attorney, and together with transfer tax stamps or funds
         therefor, if required pursuant to paragraph G of this Section 2.2.4.

                  D. As promptly as practicable following the surrender for
         conversion of a certificate representing shares of Class B Common Stock
         in the manner provided in paragraphs A, B or C, as applicable, of this
         Section 2.2.4 and the payment in cash of any amount required by the
         provisions of paragraphs A, B or C and G of this Section 2.2.4, the
         Corporation will deliver or cause to be delivered at the office of the
         Transfer Agent to or upon the written order of the holder of such
         certificate, a certificate or certificates representing the number of
         full shares of Class A Common Stock issuable upon such conversion,
         issued in such name or names as such holder may direct. In the case of
         a conversion under paragraph A of this Section 2.2.4, such conversion
         shall be deemed to have been made immediately prior to the close of
         business on the date of the surrender of the

                                       12

<PAGE>

          certificate representing shares of Class B Common Stock. In the case
          of a conversion under paragraph B of this Section 2.2.4, such
          conversion shall be deemed to have occurred on the record date for
          such annual meeting on which the condition set forth in paragraph B is
          determined by the Secretary of the Corporation to have been met. In
          the case of a conversion under paragraph C of this Section 2.2.4, such
          conversion shall be deemed to have been made on the date that the
          beneficial ownership of such share has changed as set forth in
          paragraph C. Upon the date any conversion under paragraph A of this
          Section 2.2.4 is made, and all rights of the holder of such shares as
          such holder shall cease at such time, and the person or persons in
          whose name or names the certificate or certificates representing the
          shares of Class A Common Stock are to be issued shall be treated for
          all purposes as having become the record holder or holders of such
          shares of Class A Common Stock at such time; provided, however, that
          any such surrender and payment on any date when the stock transfer
          books of the Corporation shall be closed shall constitute the person
          or persons in whose name or names the certificate or certificates
          representing shares of Class A Common Stock are to be issued as the
          record holder or holders thereof for all purposes immediately prior to
          the close of business on the next succeeding day on which stock
          transfer books are open. Upon the date any conversion under paragraph
          B of this Section 2.2.4 is made, all rights of the holders of shares
          of Class B Common Stock shall cease, and such holders shall be treated
          for all purposes as having become the record holders of such shares of
          Class A Common Stock at such time. Upon the date any conversion under
          paragraph C of this Section 2.2.4 is made, all rights of the holder of
          such shares as such holder shall cease at such time, and new
          beneficial owner or owners of such shares shall be treated for all
          purposes as having become the record holder or holders of such shares
          of Class A Common Stock at such time.

               E.  In the event that the Corporation shall issue shares of Class
          A Common Stock to the holders of Class A Common Stock as a stock
          dividend or stock split, or in the event that the Corporation reduces
          the number of outstanding shares of Class A Common Stock in a reserve
          stock split or stock combination, then the number of shares of Class A
          Common Stock issuable upon conversion of a share of Class B Common
          Stock shall be adjusted such that the holder of the shares of Class B
          Common Stock shall receive the number of shares of Class A Common
          Stock that such holder would have received if such conversion had
          occurred immediately prior to the record date for the first such stock
          split, stock dividend, reverse stock split or stock combination of the
          Class A Common Stock, as the case may be. In the event

                                       13

<PAGE>

          that the Corporation shall issue shares of Class B Common Stock to the
          holders of Class B Common Stock as a stock dividend or stock split, or
          in the event that the Corporation reduces the number of outstanding
          shares of Class B Common Stock in a reverse stock split or stock
          combination, then the number of shares of Class A Common Stock
          issuable upon conversion of a share of Class B Common Stock shall be
          adjusted such that the holder of shares of Class B Common Stock shall
          receive the number of shares of Class A Common Stock that such holder
          would have received if such conversion had occurred immediately prior
          to the record date for the first such stock split, stock dividend,
          reverse stock split or stock combination of the Class B Common Stock,
          as the case may be. No adjustment in respect of dividends (other than
          stock dividends) shall be made upon the conversion of any share of
          Class B Common Stock, provided, however, that if a share shall be
          converted subsequent to the record date for the payment of a dividend
          (other than a stock dividend) or other distribution on shares of Class
          B Common Stock but prior to such payment, then the registered holder
          of such share at the close of business on such record date shall be
          entitled to receive the dividend (other than a stock dividend) or
          other distribution payable on such share on such date notwithstanding
          the conversion thereof or the Corporation's default in payment of the
          dividend (other than a stock dividend) due on such date.

               F.   The Corporation covenants that it will at all times reserve
          and keep available, solely for the purpose of issue upon conversion of
          the outstanding shares of Class B Common Stock, such number of shares
          of Class A Common Stock as shall be issuable upon the conversion of
          all such outstanding shares of Class B Common Stock, provided that
          nothing contained herein shall be construed to preclude the
          Corporation from satisfying its obligations in respect of the
          conversion of the outstanding shares of Class B Common Stock by
          delivery of purchased shares of Class A Common Stock which are held in
          the treasury of the Corporation. The Corporation covenants that if any
          shares of Class A Common Stock required to be reserved for purposes of
          conversion hereunder require registration with or approval of any
          governmental authority under any federal or state law before such
          shares of Class A Common Stock may be issued upon conversion, the
          Corporation will cause such shares to be duly registered or approved,
          as the case may be. The Corporation will endeavor to list the shares
          of Class A Common Stock required to be delivered upon conversion prior
          to such delivery upon each national securities exchange upon which the
          outstanding Class A Common Stock is listed at the time of such
          delivery. The Corporation covenants that all shares of Class A Common

                                       14

<PAGE>

          Stock which shall be issued upon conversion of the shares of fully
          paid and nonassessable Class B Common Stock, will, upon issue, be
          fully paid and nonassessable and not subject to any preemptive rights.

                    G. The issuance of certificates for shares of Class A Common
          Stock upon conversion of shares of Class B Common Stock shall be made
          without charge for any stamp or other similar tax in respect of such
          issuance. However, if any such certificate is to be issued in a name
          other than that of the holder of the share or shares of Class B Common
          Stock converted, then the person or persons requesting the issuance
          thereof shall pay to the Corporation the amount of any tax which may
          be payable in respect of any transfer involved in such issuance or
          shall establish to the satisfaction of the Corporation that such tax
          has been paid.

               Section 2.2.5 Liquidation, Dissolution and Winding Up. In the
          event of any dissolution, liquidation or winding up of the affairs of
          the Corporation, whether voluntary or involuntary, after payment or
          provision for payment of the debts and other liabilities of the
          Corporation, the holders of each series of Preferred Stock shall be
          entitled to receive, out of the net assets of the Corporation, an
          amount for each share of such series of Preferred Stock equal to the
          amount fixed and determined by the Board in any resolution or
          resolutions provided for the issuance of such series, plus an amount
          equal to all dividends accrued and unpaid on shares of such series to
          the date fixed for distribution, before any of the assets of the
          Corporation shall be distributed or paid over to the holders of Class
          B Common Stock or Class A Common Stock. After payment in full of said
          amounts to the holders of Preferred Stock of all series, the remaining
          assets of the Corporation shall be divided among and paid ratably to
          the holders of Class B Common Stock and Class A Common Stock.

               Section 2.2.6 No Redemption. The shares of Class B Common Stock
          shall not be redeemable. Notwithstanding the foregoing, the
          Corporation may acquire shares of Class B Common Stock in any other
          manner permitted by law or this Certificate of Incorporation.

               Section 2.2.7 Issuances of Class B Common Stock. Notwithstanding
          anything herein to the contrary, the Corporation shall not issue or
          reissue any shares of Class B Common Stock (other than pursuant to a
          contractual obligation of the Corporation to The Biltrite Corporation,
          a Delaware corporation, which contractual obligation exists as of the
          Record Date (as defined in Section 2.2.3 hereof) or pursuant to a
          stock split, stock

                                       15

<PAGE>

          combination or stock dividend) without the prior affirmative vote of
          the holders of at least 85% of the outstanding shares of Class B
          Common Stock and the holders of at least a majority of the outstanding
          shares of Class A Common Stock.

               Section 2.2.8  Amendment. This Certificate of Incorporation shall
          not be amended in any manner that would materially and adversely alter
          or change the powers or special rights of the Class B Common Stock
          without the affirmative vote of the holders of at least 85% of the
          outstanding shares of Class B Common Stock.

          We further declare under penalty of perjury that the matters set forth
in this Certificate of Correction are true and correct of our own knowledge.

Dated: June 15, 1993


                                        /s/  Steven Nichols
                                        ----------------------------------
                                        Steven Nichols, President

Attest:


/s/  George Powick
-------------------------------------
George Powick, Secretary

                                       16

<PAGE>
                                    RESTATED
                        CERTIFICATE OF INCORPORATION OF
                                  K-SWISS INC.

     ARTICLE I: Name

     The name of the Corporation is K-Swiss Inc.


     ARTICLE II: Definitions

     For purposes of this Certificate of Incorporation, the following terms
shall have the meanings indicated:

          (A) "Board" shall mean the Board of Directors of the Corporation.

          (B) "Sale" shall mean any merger or consolidation of the Corporation
  or any sale, lease or other disposition of all or substantially all of the
  Corporation's assets.

          (C) "Voting Power," with respect to any matter, means the aggregate
  number of votes of all classes or series of capital stock of the
  Corporation eligible to be cast with respect to such matter voting as a
  single class.


     ARTICLE III: Registered Office

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

     ARTICLE IV: Purpose

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

<PAGE>

         ARTICLE V: Authorized Capital Stock

         SECTION 1. Number of Authorized Shares. The total number of shares of
all classes of stock that the Corporation shall have authority to issue is
thirty million (30,000,000) shares, consisting of twenty-eight million
(28,000,000) shares of common stock, par value $.01 per share ("the Common
Stock"), and two million (2,000,000) shares of preferred stock, par value $.01
per share ("the Preferred Stock").

         SECTION 2. Common Stock.

         The Common Stock shall consist solely of "Class A Common Stock" and
"Class B Common Stock." The authorized number of shares of Class A Common Stock
shall be eighteen million (18,000,000) and the authorized number of shares of
Class B Common Stock shall be ten million (10,000,000); provided that (a) the
authorized number of shares of Class A Common Stock shall be increased by any
concurrent decrease determined by the Board in the authorized number of shares
of Class B Common Stock and (b) the authorized number of shares of Class A
Common Stock shall not be reduced and the authorized number of shares of Class B
Common Stock shall not be increased. Subject to the foregoing, the Board is
hereby authorized to fix the designations, powers and preferences, and relative,
participating, optional or other rights, if any, of the Class A Common Stock and
of the Class B Common Stock and qualifications, limitations or restrictions
thereof, including, without limitation, dividend rights (and whether dividends
are cumulative), conversion rights, if any, voting rights (including the number
of votes, if any, per share, as well as the number of members, if any, of the
Board or the percentage of members, if any, of the Board each, class or series
of Common Stock may be entitled to elect), rights and terms of redemption
(including sinking fund provisions, if any), redemption price and liquidation
preferences of the Class A Common Stock and the Class B Common Stock. The Board
of Directors of the Corporation may authorize the issuance of shares of Class A
Common Stock and shares of Class B Common Stock, from time to time, subject to
the foregoing and to provisions of the Certificate of Designations of Class A
Common Stock and the Certificate of Designations of Class B Common Stock,
respectively. Notwithstanding the foregoing, the Board shall have no power to
alter the rights with respect to Class A Common Stock or Class B Common Stock
once such rights have been fixed by the Board.

                                       2

<PAGE>

     SECTION 3. Preferred Stock. The Board of Directors of the Corporation may
authorize the issuance of shares of Preferred Stock from time to time in one or
more series. Shares of Preferred Stock that are redeemed, purchased or otherwise
acquired by the Corporation may be reissued except as otherwise provided by law.
The Board is hereby authorized to fix or alter the designations, powers and
preferences, and relative, participating, optional or other rights, if any, and
qualifications, limitations or restrictions thereof, including, without
limitation, dividend rights (and whether dividends are cumulative), conversion
rights, if any, voting rights (including the number of votes, if any, per share,
as well as the number of members, if any, or the Board or the percentage of
members, if any, of the Board each class or series of Preferred Stock may be
entitled to elect), rights and terms of redemption (including sinking fund
provisions, if any), redemption price and liquidation preferences of any wholly
unissued series of Preferred Stock, and the number of shares constituting any
series and the designation thereof, and to increase or decrease the number of
shares of such series subsequent to the issuance of shares of such series, but
not below the number of shares of such series then outstanding. Notwithstanding
the foregoing, the Board shall have no power to alter the rights of any shares
of Preferred Stock then outstanding.

     SECTION 4. Distributions Upon Liquidation. In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation in accordance with
applicable law, whether voluntary or involuntary, after payment or provision for
payment of the debts and other liabilities of the Corporation, the holders of
each series of Preferred Stock shall be entitled to receive, out of the net
assets of the Corporation, an amount for each share of such series of Preferred
Stock equal to the amount fixed and determined by the Board in the resolution or
resolutions creating such series and providing for the issuance of such shares,
plus an amount equal to all dividends accrued and upaid on shares of such series
to the date fixed for distribution, and no more, before any of the assets of the
Corporation shall be distributed or paid over to the holders of Common Stock.
After payment in full of said amounts to the holders of Preferred Stock of all
series, the remaining assets and funds of the Corporation shall be divided among
and paid to the holders of shares of each class or series of Common Stock and
shares of Common Stock without class or series in

                                       3

<PAGE>

accordance with the resolution or resolutions of the Board creating such classes
and series and providing for the issuance of such shares. If, upon such
dissolution, liquidation or winding up, the assets of the Corporation
distributable as aforesaid among the holders of Preferred Stock of all series
shall be insufficient to permit full payment to them of said preferential
amounts, then such assets shall be distributed ratably among such holders of
Preferred Stock in proportion to the respective total amounts which they shall
be entitled to receive as provided in this Section 4.

       ARTICLE VI: Annual Meetings of Stockholders

       The annual meeting of stockholders shall be held at such time, on such
date and at such place (within or without the State of Delaware) as provided in
the Bylaws of the Corporation. Subject to any requirement of applicable law, the
books of the Corporation may be kept outside the State of Delaware at such place
or places as may be designated from time to time by the Board or in the Bylaws
of the Corporation. Elections of directors need not be by written ballot unless
the Bylaws of the Corporation shall so provide.

       ARTICLE VII: Call of Special Meetings of Stockholders

       Special meetings of stockholders of the Corporation for any purpose or
purposes may be called at any time by the Chairman of the Board, the President
or a majority of the members of the Board. Special meetings of stockholders of
the Corporation may not be called by any other person or persons or in any other
manner.

       ARTICLE VIII: Number of Directors

       The number of directors that shall constitute the whole Board shall be as
specified in Section 3.2 of the Bylaws of the Corporation, as the same may be
amended from time to time, but in no event shall such number be less than three
(3) nor greater than twenty (20). Notwithstanding the foregoing, during any
period in which the holders of any one or more series of Preferred Stock, voting
as a class, shall be entitled to elect a specified number of directors by reason
of dividend arrearages or other contingencies giving them the right to do so,
then and during such time as such right continues, (A) the then otherwise
authorized number of directors shall be

                                       4

<PAGE>

increased by such specified number of directors and the holders of shares of
such series of Preferred Stock, voting as a class, shall be entitled to elect
such specified number of directors in accordance with the procedure set forth in
the resolution or resolutions of the Board creating such series and providing
for the issuance of such shares and (B) each such additional director shall
serve until his or her successor shall be elected and shall qualify, or until
his or her right to hold such office terminates pursuant to the resolution or
resolutions of the Board creating such series of Preferred Stock and providing
for the issuance of shares of such series, whichever occurs earlier. Whenever
the holders of shares of such series of Preferred Stock are divested of such
right to elect directors pursuant to the resolution or resolutions of the Board
creating such series and providing for the issuance of such shares, the terms of
office of all directors elected by the holders of such series of Preferred Stock
pursuant to such rights, or elected to fill any vacancies resulting from the
death, resignation or removal of directors so elected by the holders of such
series, shall forthwith terminate and the authorized number of directors shall
be reduced accordingly.

         ARTICLE IX: Stockholder Action by Written Consent

         Any election of directors or other action by the stockholders of the
Corporation may be effected at an annual or special meeting of stockholders or
by written consent in lieu of such a meeting. The record date with respect to
the determination of stockholders entitled to consent in writing to any action
shall be the first date on which a signed written consent setting forth the
action to be taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Any action by written
consent shall be deemed effective as of the first day on which written consents
signed by a sufficient number of holders to take such action are delivered to
the Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Any
delivery under this Article IX to the Corporation's registered office shall be
by hand or by certified or registered mail, return receipt requested.

                                       5

<PAGE>

     ARTICLE X: Election of Directors

     SECTION 1. Term of Office. At each annual meeting of stockholders of the
Company, directors shall be elected to hold office until the next annual
meeting. Each director shall hold office until his or her successor is elected
and qualified or until his or her earlier resignation or removal.

     SECTION 2. Stockholder Nominees. Nominations by stockholders of persons for
election to the Board shall be made only in accordance with the procedures set
forth in the Bylaws of the Corporation.

     ARTICLE XI: Liability and Indemnification

     To the fullest extent permitted by the Delaware General Corporation Law, as
the same exists or may hereafter be amended (provided that the effect of any
such amendment shall be prospective only) (the "Delaware law"), a director of
the Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as director. The Corporation shall
indemnify, in the manner and to the fullest extent permitted by the Delaware Law
(but in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than permitted
prior thereto), any person (or the estate of any person) who is or was a party
to, or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether or not by or in the right of the
Corporation, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person 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. The Corporation may, to
the fullest extent permitted by the Delaware Law, purchase and maintain
insurance on behalf of any such person against any liability which may be
asserted against such person. The Corporation may create a trust fund, grant a
security interest or use other means (including without limitation a letter of
credit) to ensure the payment of such sums as may become necessary to effect the
indemnification as provided herein. To the fullest extent permitted by the
Delaware Law, the indemnification provided herein shall include expenses
(including attorneys' fees), judgments,

                                       6

<PAGE>

fines and amounts paid in settlement and any such expenses shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding. The indemnification provided herein shall not be deemed to limit the
right of the Corporation to indemnify any other person for any such expenses to
the fullest extent permitted by the Delaware Law, nor shall it be deemed
exclusive of any other rights to which any person seeking indemnification from
the Corporation may be entitled under any agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

     ARTICLE XII: Amendment of Corporate Documents

     SECTION 1. Certificate of Incorporation. In addition to any affirmative
vote required by applicable law or any other provision of this Certificate of
Incorporation or specified in any agreement, and in addition to any voting
rights granted to or held by the holders of any series of Common Stock or
Preferred Stock, any alteration, amendment, repeal or rescission (any "Change")
of any provision of this Certificate of Incorporation (other than any Change
that relates solely to Articles I, III or VI hereof) must be approved by a
majority of the directors of the Corporation then in office and by the
affirmative vote of at least 66-2/3% of the Voting Power. Subject to the
foregoing, the Corporation reserves the right to alter, amend, repeal or rescind
any provision contained in this Certificate of Incorporation in any manner now
or hereafter prescribed by law.

       SECTION 2.  Bylaws. In addition to any affirmative vote required by
applicable law and any voting rights granted to or held by the holders of any
series of Common Stock or Preferred Stock, any Change to Section 2.3, 2.8, 2.9,
3.1, 3.2, 3.3, 3.5, 3.6, 4.4, 7.1 or 8.3 of the Bylaws of the Corporation which
Change is not unanimously approved by the directors of the Corporation then in
office must be approved by the affirmative vote of at least 66-2/3% of the
Voting Power. Subject to the foregoing, the Board shall have the power to make,
alter, amend, repeal or rescind the Bylaws of the Corporation.

<PAGE>

     ARTICLE XIII:  Certain Supermajority Provisions

     So long as any shares of Class B Common Stock are outstanding, in addition
to any affirmative vote required by applicable law or any other provision of
this Certificate of Incorporation or specified in any agreement, and in addition
to any voting rights granted to or held by the holders of any series of Common
Stock or Preferred Stock, the following matters must be approved by the
affirmative vote of 80% of the Voting Power: (i) any Change in any provision of
this Certificate of Incorporation (other than any Change that relates solely to
Articles I, III or VI hereof); (ii) any Change to Section 2.3, 2.8, 2.9, 3.1,
3.2, 3.3, 3.5, 3.6, 3.10, 3.11, 3.13, 4.4, 7.1 or 8.3 of the Bylaws of the
Corporation which change is not unanimously approved by the directors of the
Corporation then in office; and (iii) any Sale of the Corporation. So long as
any shares of Class B Common Stock are outstanding, in addition to any
affirmative vote required by applicable law or any other provision of this
Certificate of Incorporation or specified in any agreement, and in addition to
any voting rights granted to or held by the holders of any series of Common
Stock or Preferred Stock, the Corporation shall not issue shares of any class or
series of Preferred Stock having voting rights in excess of one vote per share
without the approval of all of the directors of the Corporation.

                                       8