COMPOSITE OF THE

                      RESTATED CERTIFICATE OF INCORPORATION

                                       of

                       WINDSWEPT ENVIRONMENTAL GROUP, INC.


     FIRST. The name of the corporation is

                       Windswept Environmental Group, Inc.

     SECOND. Its registered office in the State of Delaware is located at Three
Christina Centre, 201 N. Walnut Street, Wilmington, DE 19801, County of New
Castle. The name and address of its registered agent is The Company Corporation,
at the same address.

     THIRD. The nature of the business and the objects and purposes proposed to
be transacted, promoted and carried on, are to do any or all the things herein
mentioned, as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz:

          "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 Delaware."

     FOURTH.  The amount of the total authorized capital stock of this
corporation is as follows:

               (a)  Common Stock.  One Hundred Fifty Million (150,000,000)
     shares of Common Stock, par value $.0001 per share; and

               (b) Preferred Stock. Ten Million (10,000,000) shares of Preferred
     Stock having a par value of $.01 per share, which may be divided into and
     issued in Series. Holders of Preferred Stock shall not have the right to
     cumulate their votes for the election of directors of the corporation and
     shall not have preemptive rights. The Board of Directors is authorized,
     from time to time, to divide the Preferred Stock into Series, to designate
     each Series, to fix and determine separately for each Series any one or
     more of the following relative rights and preferences, and to issue shares
     of any Series then or previously designated, fixed and determined:

                   (i)  The rate of dividends;


<PAGE>

                   (ii)  The price at and the terms and conditions on which
          shares may be
          redeemed;

                   (iii) The amount payable upon shares in the event of
          involuntary liquidation;

                   (iv)  The amount payable upon shares in the event of
          voluntary liquidation;

                   (v)  Sinking fund provisions for the redemption or purchase
          of shares;

                   (vi)  The terms and conditions on which shares may be
          converted if the shares of any Series are issued with the privilege of
          conversion; and

                   (vii) Voting rights.

          Dividends on Preferred Stock, when and as declared by the Board
     of Directors out of any funds legally available therefor, may, as
     designated by the Board of Directors, be cumulative, and may, as designated
     by the Board of Directors, have a preference over the Common Stock as to
     the payment of such dividends.

          In the event of voluntary or involuntary liquidation of the
     corporation, the Preferred Stock shall have a preference in the assets of
     the corporation over the Common Stock.

          (c)     The rights preferences, privileges, and restrictions relating
     to Series A Convertible Preferred Stock are as follows:

                  1.   Designation; Amount; Stated Value.
                       ---------------------------------

                  From the Corporation's Ten Million (10,000,000)
          authorized shares of Preferred Stock, par value $.01 per share, One
          Million Three Hundred Thousand (1,300,000) shares are hereby
          designated Series A Convertible Preferred Stock ("Series A Preferred")
          with the rights, preferences, privileges and restrictions specified
          herein. Each share of Series A Preferred shall have a stated value of
          One Dollar ($1.00) (the "Series A Stated Value").

                  2.   Dividends.
                       ---------

                  (a) The holders of record of the Series A Preferred, as
          of a date fixed by the Board, shall be entitled to receive quarterly
          dividends, out of funds legally available therefor, at a rate per
          annum, equal to the higher of (i) six percent (6%) of the Series A
          Stated Value and (ii) a percentage of the Series A Stated Value equal
          to the "Inflation Rate" (defined below) plus two and one-half percent
          (2 %). Dividends shall be payable in arrears on the 15th day of March,
          June, September and December of each year (each, a "Dividend Payment
          Date")

                                       2
<PAGE>

          commencing June 15, 1997. If a Dividend Payment Date is not a
          business day, then the dividend shall be payable on the next
          succeeding business day. Dividends shall accrue from the initial date
          of issuance of the Series A Preferred (the "Original Issue Date"),
          shall be cumulative and, if not paid when due, shall bear simple
          interest on the unpaid amount of the past due dividend at the prime
          rate of Citibank, N.A., that is published in The Wall Street Journal
          on the date the dividend was payable, plus three percent (3%).

                  As used herein, "Inflation Rate" means an amount equal
          to the percentage by which Consumer Price Index (defined below) shall
          have increased over the twelve month period ending on the last day of
          the month immediately preceding the date the applicable quarterly
          dividend began to accrue. "Consumer Price Index" means the Consumer
          Price Index for all Urban Consumers (CPI-U) (1982- 84 = 100) for all
          Items, Northeast Region, issued by the Bureau of Labor Statistics for
          the United States Department of Labor, or the successor to such index.

                  (b) Shares of Series A Preferred that are converted
          into the Corporation's Common Stock, par value $0.0001 per share
          ("Common Stock"), as provided herein shall not accrue dividends
          following the date the conversion is deemed effected and all accrued
          and unpaid dividends, and any accrued and unpaid interest thereon, as
          of such date shall, at the time of conversion, be paid in cash. No
          dividends or other distributions, other than dividends payable solely
          in shares of Common Stock of the Corporation shall be paid or set
          apart for payment on any shares of Common Stock unless and until all
          accrued and unpaid dividends on the Series A Preferred shall have been
          paid or set apart for payment.

                  (c) No dividends or other distributions shall be paid
          or set apart for payment on any shares of Common Stock of the
          Corporation or other capital stock of the Corporation ranking junior
          as to dividends or rights upon dissolution or liquidation to the
          Series A Preferred unless and until all accrued and unpaid dividends
          on the Series A Preferred shall have been paid or set apart for
          payment.

                  3. Liquidation Preference. In the event of a
          liquidation, dissolution or winding-up of the Corporation, whether
          voluntary or involuntary, the holders of record of the Series A
          Preferred shall be entitled to receive ratably in full, out of
          lawfully available assets of the Corporation, whether such assets are
          stated capital or surplus of any nature, an amount in cash per
          outstanding share of Series A Preferred equal to the sum of the Series
          A Stated Value and all dividends (whether or not declared) accrued and
          unpaid thereon, and any accrued and unpaid interest thereon, as of the
          date of final distribution to such holders, before any payment shall
          be made or any assets distributed to the holders of Common Stock;
          provided, however, that such rights shall accrue to the holders of the
          Series A Preferred only in the event the Corporation's payments with
          respect to the liquidation preferences of any holders of capital stock
          of the Corporation ranking senior as to liquidation rights to the
          Series A Preferred are fully met. If, upon any liquidation,
          dissolution

                                       3
<PAGE>


          and winding up, the amount available for such payment to
          the holders of Series A Preferred shall not be sufficient to pay in
          full the amounts payable on the Series A Preferred, the holders of the
          Series A Preferred and any other class or series of the Corporation's
          capital stock which may hereafter be created having parity as to
          liquidation rights with the Series A Preferred shall share in the
          distribution of the amount available in proportion to the respective
          preferential amounts to which each is entitled. None of a
          consolidation or merger of the Corporation with another corporation, a
          sale or transfer of all or part of the Corporation's assets for cash,
          securities or other property, or a reorganization of the Corporation
          shall be considered a liquidation, dissolution or winding-up of the
          Corporation.

               4.     Voting Rights.
                      -------------

               (a)    Commencing the earlier of March 31, 1998 or the
          date of the Corporation's annual meeting of stockholders held in 1998
          and for so long as fifty percent 50% of the Series A Preferred issued
          on the Original Issue Date shall remain outstanding, the holders of
          the Series A Preferred shall be entitled to vote separately as a class
          to elect Kevin J. Phillips as a member of the Board or, if he is
          unable to serve in such capacity, another person, subject to the veto
          of the other members of the Board (which veto shall not be
          unreasonably exercised). In such election, each share of Series A
          Preferred shall be entitled to one vote and such director shall be
          elected by a majority of votes cast.

               (b)    The holders of record of the Series A Preferred
          shall be entitled to notice of, and to vote or consent to, all actions
          on which holders of Common Stock are required or permitted to act
          upon, including, without limitation, the election of directors. For
          such purpose, shares of Series A Preferred shall have one (1) vote for
          every ten (10) shares of Common Stock into which the Series A
          Preferred shall have one (1) vote for every share of Common Stock into
          which the Series A Preferred is convertible. All shares of Series A
          Preferred shall vote together with the shares of Common Stock as a
          single class, except as otherwise provided in Sections 4(a) and 4(c),
          in the Certificate of Incorporation or By-laws of the Corporation or
          by law.

               (c)    So long as shares of Series A Preferred are
          outstanding, without the approval (by vote or written consent, as
          provided by law) of the holders of record of at least a majority of
          the then outstanding shares of Series A Preferred, voting separately
          as a class, the Corporation shall not (i) alter or change the rights,
          preferences, privileges or restrictions of shares of Series A
          Preferred so as to affect them adversely (whether by merger or
          otherwise), (ii) increase the authorized number of shares of Series A
          Preferred or increase or decrease the par value of the Series A
          Preferred, (iii) issue any shares of capital stock ranking senior as
          to dividends or rights upon liquidation or dissolution to the Series A
          Preferred or (iv) issue any shares of Common Stock at a price below
          the Series A Conversion Price (as defined below) to any officer,
          director or 10% shareholder of

                                       4
<PAGE>


          the Corporation or to any corporation controlled by or under common
          control with the Corporation.

               (d)    In addition to the rights contained in subsection
          (a) above, in the event the Corporation has failed to make any four
          consecutive quarterly dividend payments on the Series A Preferred, the
          majority in interest of the holders of record of the Series A
          Preferred shall have the right to elect a second director to the
          Board, to serve as director until such accrued and unpaid dividends
          shall have been paid in full.

               5.     Conversion Rights.
                      -----------------

               (a)    From and after the second anniversary of the
          Original Issue Date, (or such earlier date when sales may be made
          pursuant to Rule 144 under the Securities Act of 1933, as amended)
          shares of Series A Preferred shall be convertible, at the option of
          the holder of record thereof, into fully paid and nonassessable shares
          of the Common Stock at the rate of one share of Common Stock for each
          share of Series A Preferred duly surrendered for conversion, subject
          to adjustment as provided in Section 6 (the "Series A Conversion
          Price").

               (b)    In order to exercise the conversion rights set
          forth herein, a holder of record of Series A Preferred shall surrender
          the certificate(s) representing such shares, duly endorsed to the
          Corporation or in blank, at the principal office of the Corporation or
          the Corporation's transfer agent for its Common Stock, or at such
          other office as the Corporation may designate, and shall give written
          notice to the Corporation, in form reasonably satisfactory to the
          Corporation, that states such holder elects to convert the Series A
          Preferred or a specified portion thereof, and sets forth the name or
          names in which the certificate or certificates for shares of Common
          Stock are to be issued (the "Conversion Notice"); provided, however,
          that nothing in this Certificate of Designations shall be deemed to
          permit any holder of Series A Preferred to designate another person to
          be the holder of Common Stock issuable upon conversion of the Series A
          Preferred if the issuance to such other person would violate Federal
          or state securities laws or any agreement a holder of Series A
          Preferred has with the Corporation regarding restrictions on
          transferability of any securities of the Corporation held by such
          holder. Within seven (7) business days after receipt of the Conversion
          Notice, surrender of the certificate or certificates representing the
          Series A Preferred and payment by the holder of any applicable
          transfer or similar taxes, the Corporation shall issue and deliver (i)
          a certificate or certificates for the number of full shares of Common
          Stock issuable upon conversion, in the name or names and to the
          address or addresses specified in the Conversion Notice, subject to
          any such restrictions on transferability, and (ii) a check in payment
          for any fractional shares pursuant to Section 10. The Corporation
          shall cancel the certificate(s) for Series A Preferred upon the
          surrender thereof and shall execute and deliver a new certificate for
          Series A Preferred representing the balance, if any, of the number of

                                       5
<PAGE>


          shares evidenced by such certificate(s) not so converted. Each
          Conversion Notice shall constitute a contract between the holder of
          share of Series A Preferred and the Corporation whereby the holder of
          such shares shall be deemed to subscribe for the amount of Common
          Stock which such holder shall be entitled to receive upon such
          conversion and whereby the Corporation shall be deemed to agree that
          the surrender of the certificate(s) therefor shall constitute full
          payment of such subscription for Common Stock to be issued upon such
          conversion.

               (c)    A conversion of the Series A Preferred shall be
          deemed to have been effected at the close of business on the date on
          which the Conversion Notice shall have been received by the
          Corporation and the certificate or certificates for Series A Preferred
          shall have been surrendered. Upon such surrender, the holder thereof
          shall cease to be a stockholder with respect thereto and all rights
          whatsoever with respect to such shares shall terminate (except the
          rights of the holder to receive shares of Common Stock and cash in
          respect of fractional shares and to receive accrued and unpaid
          dividends under Section 2(b)), and the person or persons in whose name
          any certificate(s) for Common Stock are issuable upon such conversion
          shall be deemed to have become the holder of record of the shares
          represented thereby.

               6.     Adjustment of Series A Conversion Price.
                      ---------------------------------------

               (a)    In the event the Corporation (i) declares any
          dividend on the Common Stock in shares of its capital stock, (ii)
          subdivides the outstanding shares of the Common Stock into a larger
          number of shares, (iii) combines the outstanding shares of the Common
          Stock into a smaller number of shares, or (iv) issues by
          reclassification of the Common Stock any shares of its capital stock
          (including any reclassification in connection with a consolidation or
          merger in which the Corporation is the continuing corporation), then
          the Series A Conversion Price in effect on the record date for such
          dividend or on the effective date of such subdivision, combination or
          reclassification shall be proportionately adjusted so that the record
          holder of any shares of Series A Preferred converted after such date
          shall be entitled to receive the kind and amount of shares which such
          holder would have owned or have been entitled to receive had such
          shares of Series A Preferred been converted immediately prior to such
          date. Such adjustment shall be made successively whenever any event
          listed above shall occur. If, as a result of an adjustment made
          hereunder, the holder of any shares of Series A Preferred shall become
          entitled to receive shares of two or more classes of capital stock or
          shares of Common Stock and other capital stock of the Corporation, the
          Board shall determine the allocation of the adjusted Series A
          Conversion Price between shares of such classes of capital stock or
          shares of Common Stock and other capital stock.

               (b)    After each adjustment of the Series A Conversion
          Price pursuant to this Section 6, the Corporation will promptly
          prepare a certificate signed by the

                                       6
<PAGE>


          President, and by the Secretary or an Assistant Secretary
          of the Corporation setting forth the Series A Conversion
          Price as so adjusted, and a brief statement of the facts accounting
          for such adjustment. The Company will promptly cause a
          brief summary thereof to be sent by ordinary first class mail to each
          record holder of Series A Preferred at such holder's last address as
          it shall appear on the registry books of the Corporation or its
          transfer agent. No failure to mail such notice nor any defect therein
          or in the mailing thereof shall affect the validity thereof except as
          to the holder to whom the Corporation failed to mail such notice, or
          except as to the holder whose notice was defective. The affidavit of
          the Secretary or an Assistant Secretary of the Corporation that such
          notice has been mailed shall, in the absence of fraud, be prima facie
          evidence of the facts stated therein.

               (c)    As used in this Section 6, the term "Common Stock"
          shall mean and include the Corporation's Common Stock authorized on
          the Original Issue Date and shall also include any capital stock of
          any class of the Corporation thereafter authorized which shall not be
          limited to a fixed sum or percentage in respect of the rights of the
          holders thereof to participate in dividends and in the distribution of
          assets upon the voluntary liquidation, dissolution or winding up of
          the Corporation; provided, however, that the shares issuable upon
          conversion of the Series A Preferred shall include only shares of such
          class designated in the Corporation's Certificate of Incorporation as
          Common Stock on the Original Issue Date or (A) in the case of any
          reclassification, change, consolidation, merger, sale or conveyance of
          the character referred to in Section 6(a) hereof, the stock,
          securities or property provided for in such section, or (B) in the
          case of any reclassification or change in the outstanding shares of
          Common Stock issuable upon the conversion of the Series A Preferred as
          a result of a subdivision or combination or consisting of a change in
          par value, or from par value to no par value, or from no par value to
          par value, such shares of Common Stock as so reclassified or changed.

               (d)    Any determination as to whether an adjustment in
          the Series A Conversion Price in effect is required pursuant to this
          Section 6, or as to the amount of any such adjustment, if required,
          shall be binding upon the holders of the Series A Preferred and the
          Corporation if made in good faith by the Board.

               7.     Reservation of Shares; Payment of Taxes.
                      ---------------------------------------

               (a)    The Corporation covenants that it will at all times
          reserve and keep available out of its authorized Common Stock, solely
          for the purpose of issue upon conversion of the Series A Preferred,
          such number of shares of Common Stock as shall then be issuable upon
          the conversion of all outstanding Series A Preferred. The Corporation
          covenants that all shares of Common Stock which shall be issuable upon
          conversion of the Series A Preferred shall, at the time of delivery,
          be duly and validly issued, fully paid, nonassessable and free from
          all taxes, liens and charges with respect to the issue thereof (other
          than those which

                                       7
<PAGE>

          the corporation shall promptly pay or discharge, subject to Section
          7(b)).

               (b)    The Corporation shall pay all documentary, stamp or
          similar taxes and other governmental charges that may be imposed with
          respect to the issuance of the Series A Preferred, or the issuance or
          delivery of any shares of Common Stock upon conversion of the Series A
          Preferred; provided, however, that, if the shares of Common Stock are
          to be delivered in a name other than the name of the holder of record
          of the certificate representing any Series A Preferred to the
          Corporation the amount of transfer taxes or changes incident thereto,
          if any.

               8.     Redemption.
                      ----------

               (a)    The Series A Preferred shall be subject to
          redemption, in whole or in part, on any date specified by the
          Corporation (the "Redemption Date") after the fifth (5th) anniversary
          of the Original Issue Date at a price per share (the "Redemption
          Price") equal to the higher of (i) One Dollar ($1.00) plus accrued but
          unpaid dividends and (ii) the "Per Share Market Value" (defined below)
          on the business day immediately preceding the "Redemption Notice"
          (defined below). Any partial redemption shall be made pro rata based
          on the number of shares of Series A Preferred owned of record by each
          holder.

               (b)    Notice of redemption (the "Redemption Notice")
          shall be given by the Corporation to the holders of record of the
          shares to be redeemed, at their respective addresses on the books of
          the Corporation, not less than ten (10) or more than sixty (60) days
          prior to the Redemption Date. If the Redemption Notice shall have been
          duly mailed and if, on or before the Redemption Date, all funds
          necessary for such redemption shall have been set aside by the
          Corporation in trust for the account of the holders of the Series A
          Preferred to be redeemed, so as to be available therefor, then, from
          and after the giving of the Redemption Notice, notwithstanding that
          any certificate for shares of Series A Preferred so called for
          redemption shall not have been surrendered for cancellation, all
          rights in or with respect to such shares shall terminate except the
          right of the holder to (i) receive the Redemption Price, without
          interest, upon compliance with the procedures specified in the
          Redemption Notice, or (ii) convert such shares of Series A Preferred
          into Common Stock pursuant to Section 6 by not later than the second
          (2nd) business day immediately preceding the Redemption Date.

               (c)    "Per Share Market Value" means on any particular
          date (a) the closing bid price per share of the Common Stock on such
          date on The Nasdaq National Market or Nasdaq SmallCap Market or other
          stock exchange on which the Common Stock has been listed or if there
          is no such price on such date, then the closing bid price on such
          exchange on the date nearest preceding such date, or (b) if the Common
          Stock is not listed on The Nasdaq National Market or Nasdaq SmallCap
          Market or any stock exchange, the closing bid price for a share of
          Common Stock on the electronic bulletin board as reported by the
          National

                                       8
<PAGE>


          Quotation Bureau Incorporated (or similar organization or
          agency succeeding to its functions of reporting prices), or (c) if the
          Common Stock is not reported by the National Quotation Bureau
          Incorporated (or similar organization or agency succeeding to its
          functions of reporting prices), then the average of the "Pink Sheet"
          quotes, as determined in good faith by the Corporation, or (d) if the
          Common Stock is not publicly traded the fair market value of a share
          of Common Stock as determined in good faith by the Board.

               (d)    Shares of Series A Preferred shall be subject to
          redemption at the Redemption Price, in whole or in part, at the option
          of the record holder thereof upon six (6) months' prior notice given
          to the Corporation, as specified below, at any time following the
          tenth (10th) anniversary of the Original Issue Date.

               In order to exercise such redemption right, a holder of
          record of shares of Series A Preferred shall surrender the
          certificate(s) representing the shares to be redeemed, duly endorsed
          to the Corporation or in blank, at the principal office of the
          Corporation or at such other office as the Corporation may designate,
          accompanied by written notice to the Corporation, that states such
          holder elects to have the corporation redeem such holder's shares of
          Series A Preferred or a specified portion thereof. On the date six (6)
          months following receipt by the Corporation of such notice and
          surrender of the certificate(s) representing the Series A Preferred,
          the Corporation shall deliver a check in the amount of the aggregate
          Redemption Price. The Corporation shall cancel the certificate(s) for
          Series A Preferred upon the surrender thereof and shall execute and
          deliver with its payment of the Redemption Price a new certificate for
          Series A Preferred, representing the balance, if any, of the number of
          shares evidenced by such certificate(s) not so redeemed.

               9.    Status of Reacquired Shares. The shares of Series A
          Preferred which have been issued and reacquired in any manner by the
          Corporation shall have the status of authorized and unissued shares of
          Preferred Stock and may be reclassified and reissued as a part of a
          new series of Preferred Stock to be created by resolution or
          resolutions of the Board.

               10.   No Fractional Shares. The Corporation shall not be
          required to issue fractional shares of Common Stock upon any
          conversion of Series A Preferred but shall pay in lieu thereof an
          amount in cash equal to the same fraction of the Per Share Market
          Value (as defined in Section 8(c)) parenthesis, on the date of the
          applicable conversion.

               11.   Determination of the Board. Whenever this
          Certificate of Designations requires determination to be made by the
          Board, such determination shall be conclusive and shall be set forth
          in Board resolution.

               12.   Notices. Any notice required by these provisions to
          be given to the

                                       9
<PAGE>


          holders of Series A Preferred shall be deemed given on
          the third business day after mailing, first class mail, postage
          prepaid, or on the day of delivery if sent by overnight courier, in
          each instance in an envelope address to each holder of record of
          Series A Preferred at such holder's address appearing on the books of
          the Corporation.

          (d)    The shares of Preferred Stock designated as Series B
     Convertible Preferred Stock (the "Series B Preferred") shall have a stated
     value per share of $79.04 (the "Series B Stated Value") and shall be
     subject to the following rights, preferences, priorities, conditions,
     limitations and restrictions:

          (1)    Rank. The Series B Preferred shall, with respect to rights on
     liquidation, winding up and dissolution, rank on a parity as to the Series
     A Preferred, and prior to any other equity securities of the Corporation,
     whether currently authorized or hereafter created, including any other
     series of Preferred Stock and the Common Stock (all of such other equity
     securities of the Corporation, including any other series of Preferred
     Stock and the Common Stock, are referred to herein collectively as the
     "Junior Securities").

          (2)    Dividends.  The Series B Preferred will not bear dividends.
                 ---------

          (3)    Liquidation Preference.
                 ----------------------

                 (a)     In the event of any voluntary or involuntary
     liquidation, dissolution or winding up of the affairs of the Corporation,
     the holders of shares of Series B Preferred then outstanding shall be
     entitled to be paid out of the assets of the Corporation available for
     distribution to its stockholders an amount in cash equal to the Series B
     Stated Value for each share outstanding, plus an amount in cash equal to
     the Premium (as defined below) thereon to the date fixed for liquidation,
     dissolution or winding up, before any payment shall be made or any assets
     distributed to the holders of any of the Junior Securities. If the assets
     of the Corporation are not sufficient to pay in full the liquidation
     payments payable to the holders of outstanding shares of Series B Preferred
     and Series A Preferred and any other series of Preferred Stock which may
     hereafter be created having parity as to liquidation rights with the Series
     A Preferred and the Series B Preferred, then the holders of all such shares
     shall share ratably in such distribution of assets proportion to the
     amounts which the holders of outstanding shares of Series B Preferred,
     Series A Preferred and such other series of Preferred Stock are otherwise
     entitled to receive.

                (b)    The liquidation payment with respect to each fractional
     share of Series B Preferred outstanding or accrued but unpaid shall be
     equal to a ratably proportionate amount of the liquidation payment with
     respect to each outstanding share of Series B Preferred.

                (c)    For the purposes of this Section 3, neither the
     voluntary sale, conveyance, lease, exchange or transfer (for cash, shares
     of stock, securities or other consideration) of all or substantially all
     the property or assets of the Corporation or the

                                       10
<PAGE>

     consolidation or merger of the Corporation with one or more other
     corporations shall be deemed to be a liquidation, dissolution or
     winding up, voluntary or involuntary, unless such voluntary sale,
     conveyance, lease, exchange or transfer shall be in connection with a
     dissolution or winding up of the business of the Corporation.

          (4)    Conversion Rights. Each share of Series B Preferred shall be
     convertible, at the option of the holder thereof, at any time in whole or
     from time to time in part, into such number of fully paid and nonassessable
     shares of Common Stock (the "Conversion Shares") as is determined in
     accordance with the terms of Section 6 hereof (a "Conversion").

          (5)    Procedure for Conversion.  As a condition to its right to
     receive the Common Stock into which the Series B Preferred is convertible,
     the holder of the Series B Preferred shall surrender the certificate or
     certificates thereof at the office of the Corporation, and shall give
     written notice to the Corporation at such office that the holder elects to
     convert all or part of the certificate or certificates of Series B
     Preferred and shall state therein the number of shares of Series B
     Preferred that the holder is converting.  The Corporation shall, as soon as
     practicable thereafter, issue and deliver at such office to the holder of
     the Series B Preferred, (i) a certificate or certificates for the number of
     shares of Common Stock to which such holder of the Series B Preferred shall
     be entitled as aforesaid, and (ii) to the extent the holder of the Series
     B Preferred has converted the certificate of Series B Preferred in part
     and not in full, a new certificate for shares of Series B Preferred,
     identical in terms to the original certificate except that the number of
     shares thereof shall equal the original amount thereof less the amount
     converted by the holder of the Series B Preferred. Such conversion shall
     be deemed to have been made immediately prior to the close of business on
     the date of surrender of the certificate or certificates of Series B
     Preferred for conversion, in whole or in part, and the holder of the
     Series B Preferred shall be treated for  all purposes as the record holder
     of such shares of Common Stock that the holder is entitled to receive upon
     such conversion on such date pursuant hereto.

          (6)    Number of Conversion Shares; Series B Conversion Price.
                 ------------------------------------------------------

                 (a)    The number of Conversion Shares to be delivered by the
     Corporation pursuant to a Conversion shall be determined in accordance with
     the following formula:


                                     SV + P
                                     ------
                                       CP

     where SV represents the aggregate Series B Stated Value of the Series
     B Preferred to be converted, P represents the aggregate Premium accrued on
     such Series B Preferred, and CP represents the Series B Conversion Price
     (as defined below) in effect on the applicable Series B Conversion Date.

                                       11
<PAGE>

                 (b)    "Premium" with respect to a Series B Preferred shall be
     determined in accordance with the following formula:

                                  (SV)(.06)(N)
                                  ------------
                                       365

     where SV represents the Series B Stated Value of such Series B
     Preferred, and N represents the number of days elapsed from the date of
     issuance of the Series B Preferred through and including the Conversion
     Date relating to such Series B Preferred.

                 (c)    Subject to adjustment from time to time as provided
     elsewhere herein, the "Series B Conversion Price" shall initially be
     $.07904.

          (7)    Adjustment of Series B Conversion Price. The Series B
     Conversion Price in effect at any time with respect to the Series B
     Preferred and the number of shares of Common Stock issuable upon the
     conversion of the shares of Series B Preferred shall be subject to
     adjustment from time to time upon the happening of certain events, as
     follows:

                 (a) In case the Corporation shall hereafter (i) pay a
     dividend or make a distribution on its Common Stock in shares of its Common
     Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its
     outstanding Common Stock into a smaller number of shares, or (iv) issue any
     shares by reclassification of Common Stock (including any such
     reclassification in connection with a consolidation or merger in which the
     Corporation is the continuing corporation), the Series B Conversion Price
     in effect at the time of the record date for such dividend or distribution
     or the effective date of such subdivision, combination or reclassification
     shall be proportionately adjusted so that the holder of the Series B
     Preferred, upon conversion of all or part of the certificate or
     certificates of Series B Preferred after such date shall be entitled to
     receive the aggregate number and kind of shares of Common Stock which, if
     such certificate or certificates of Series B Preferred had been converted
     immediately prior to such record date or effective date, the holder of the
     Series B Preferred would have owned upon such conversion and been entitled
     to receive upon such dividend, distribution, subdivision, combination or
     reclassification.

                 (b) In case the Corporation shall hereafter issue rights or
     warrants to holders of its Common Stock entitling them (for a period
     expiring within 45 days after the record date mentioned below) to subscribe
     for or purchase shares of Common Stock (or securities convertible into
     Common Stock) at a price per share (or having a conversion price per share)
     less than the Fair Market Value (as defined in subparagraph (l) below) on
     the record date with respect to such issuance, the Series B Conversion
     Price shall be adjusted so that the same shall equal the price determined
     by multiplying the Series B Conversion Price by a fraction, of which the
     numerator shall be the number of shares of Common Stock outstanding on such
     record date plus the number of additional shares of Common Stock
     which the aggregate offering price of the total number of shares of Common
     Stock so offered (or the aggregate conversion price of the convertible
     securities so offered) would purchase

                                       12
<PAGE>


     at the Fair Market Value on such record date, and of which the denominator
     shall be the number of shares of Common Stock outstanding on the record
     date plus the number of additional shares of Common Stock offered for
     subscription or purchase (or into which the convertible securities so
     offered are then convertible). Such adjustment shall be made successively
     whenever such rights or warrants are issued and shall become effective
     immediately prior to the date of such issuance; and to the extent that
     shares of Common Stock are not delivered (or securities convertible into
     Common Stock are not delivered) after the  expiration of such rights or
     warrants, the Series B Conversion Price shall  be readjusted to the Series
     B Conversion Price which would then be in effect had the adjustments made
     upon the issuance of such rights or warrants been made upon the basis of
     delivery of only the number of shares of Common Stock (or securities
     convertible into Common Stock) actually delivered.

                (c)    In case the Corporation shall hereafter distribute to
     all holders of its Common Stock shares of stock other than Common Stock or
     evidences of its indebtedness or assets (excluding cash dividends or
     distributions out of retained earnings and dividends or distributions
     referred to in subparagraph (a) above) or rights or warrants, then in each
     such case the Series B Conversion Price thereafter shall be determined by
     multiplying the Series B Conversion Price in effect immediately prior to
     the date of such distribution by a fraction, of which the numerator shall
     be the total number of outstanding shares of Common Stock multiplied by the
     Series B Conversion Price in effect immediately prior to the date of such
     distribution, less the Fair Market Value of said shares of stock, assets or
     evidences of indebtedness so distributed or of such rights or warrants, and
     of which the denominator shall be the total number of outstanding shares of
     Common Stock multiplied by the Series B Conversion Price in effect
     immediately prior to the date of such distribution. Such adjustments shall
     be made whenever any such distribution is made and shall become effective
     immediately prior to the date of such distribution.

                (d)    In case the Corporation shall hereafter issue shares of
     its Common Stock (excluding shares issued (A) in any of the transactions
     described in subparagraph (a) above, (B) upon conversion or exchange of
     securities convertible into or exchangeable for Common Stock, or upon
     conversion of rights or warrants issued to the holders of Common Stock, in
     existence on the date the Series B Preferred is first issued or for which
     an adjustment has already been made pursuant to subparagraph (b) above or
     (C) by grant to or upon exercise of options granted or to be granted to
     employees or directors pursuant to any employee benefit plan or program of
     the Corporation or any of its subsidiaries in existence on the date the
     Series B Preferred is first issued or subsequently approved by the
     Corporation's stockholders) for a consideration per share of Common Stock
     less than the Fair Market Value on the date the Corporation fixes or has
     fixed the offering, conversion, exchange or exercise price of such
     additional shares, the Series B Conversion Price shall be adjusted so that
     it shall equal the price determined by multiplying the Series B Conversion
     Price for such series in effect immediately prior thereto by a fraction, of
     which the numerator shall be the total number of shares of Common Stock
     outstanding immediately prior to the issuance of such additional shares
     plus the number of shares of Common Stock which the aggregate consideration
     received (determined as provided in subparagraph (f) below) for the
     issuance of such additional shares would purchase at  Fair Market Value on
     the date the

                                       13
<PAGE>

     Corporation fixes or has fixed the offering, conversion, exchange or
     exercise price of such additional shares, and of which the denominator
     shall be the number of shares of Common Stock outstanding immediately after
     the issuance of such additional shares. Such adjustment shall be made
     successively whenever such an issuance is made and shall become effective
     immediately prior to the date of such issuance.

                (e)    In case the Corporation shall hereafter issue any
     securities convertible into or exchangeable for its Common Stock (excluding
     securities issued in transactions described in subparagraphs (b) and (c)
     above) for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities (determined as provided in
     subparagraph (f) below) less than the Fair Market Value on the issuance
     date of such securities, the Series B Conversion Price shall be adjusted so
     that it shall equal the price determined by multiplying the Series B
     Conversion Price in effect immediately prior to the date of such issuance
     by a fraction, of which the numerator shall be the number of shares of
     Common Stock outstanding immediately prior to such issuance plus the number
     of shares of Common Stock which the aggregate consideration received
     (determined as provided in subparagraph (f) below) for such securities
     would purchase at Fair Market Value prior to any adjustment pursuant
     hereto, and of which the denominator shall be the number of shares of
     Common Stock outstanding immediately prior to such issuance plus the
     maximum number of shares of Common Stock of the Corporation deliverable
     upon conversion of or in exchange for such securities at the initial
     conversion or exchange price or rate. Such adjustment shall be made
     successively whenever such an issuance is made and shall become effective
     immediately prior to date of issuance of such securities.

               (f)    For purposes of any computation respecting consideration
     received pursuant to subparagraphs (d) and (e) above, the following shall
     apply:

               (i)    in the case of the issuance of shares of Common
          Stock for cash, the consideration shall be the amount of such cash,
          provided that in no case shall any deduction be made for any
          commissions, discounts or other expenses incurred by the Corporation
          for any underwriting of the issue or otherwise in connection
          therewith;

               (ii)    in the case of the issuance of shares of Common
          Stock for a consideration in whole or in part other than cash, the
          consideration other than cash shall be deemed to be the Fair Market
          Value (irrespective of the accounting treatment thereof), whose
          determination shall be conclusive and described in a certified Board
          Resolution; and

               (iii)   in the case of the issuance of securities
          convertible into or exchangeable for shares of Common Stock, the
          aggregate consideration received therefor shall be deemed to be the
          consideration received by the Corporation for the issuance of such
          securities plus the additional minimum consideration, if any, to be
          received by the Corporation upon the conversion or exchange thereof
          (the consideration in each case to be determined in the same manner as
          provided in clauses (i) and (ii) of this subparagraph (f)).

                                       14
<PAGE>

               (g)    In case the Corporation is a participant in a
     consolidation, merger or combination with another corporation (other than
     with a wholly-owned subsidiary of the Corporation and other than a merger
     which does not result in any reclassification, conversion, exchange or
     cancellation of the Common Stock) or in case of any sale or transfer of all
     or substantially all of the assets of the Corporation, as a result of which
     holders of the Common Stock shall be entitled to receive stock, securities
     or other property or assets (including cash) with respect to or in exchange
     for such Common Stock, or any share exchange whereby Common Stock is
     converted into other securities or property of the Corporation, then as a
     condition to the consummation of such transaction, lawful and adequate
     provision shall be made so that the holder of Series B Preferred shall have
     the right, with respect to the number of shares of Series B Preferred held,
     to receive stock, other securities or property or assets (including cash)
     or any combination thereof, having a value equal to the value of the stock,
     other securities, property and assets (including cash) which the holder of
     the Series B Preferred would have been entitled to receive upon such
     consolidation, merger, combination, sale or transfer, or exchange, if the
     holder of the Series B Preferred had held the Common Stock issuable upon
     the conversion of the Series B Preferred immediately prior to such
     consolidation, merger, combination, sale or transfer, or exchange.

               (h)    No adjustment in the Series B Conversion Price shall be
     required unless such adjustment would require an increase or decrease of at
     least one-thousandth of one cent ($0.00001) in such price; provided,
     however, that any adjustments not required to be made shall be carried
     forward and taken into account in any subsequent adjustment. All
     calculations under this Section 7 shall be made to the nearest
     one-thousandth of a cent or to the nearest one-thousandth of a share, as
     the case may be.

               (i)    Anything in this Section 7 to the contrary
     notwithstanding, the Corporation shall be entitled, but shall not be
     required, to make such changes in the Series B Conversion Price, in
     addition to those required by this Section 7, as it in its discretion shall
     determine to be advisable in order that any dividend or distribution in
     shares of Common Stock, subdivision, reclassification or combination of
     shares of Common Stock, issuance of rights or warrants to purchase Common
     Stock or distribution of shares of stock other than Common Stock, evidences
     of indebtedness or assets (other than distributions in cash out of retained
     earnings) referred to herein above in this Section 7, hereafter made by the
     Corporation to the holder of the Series B Preferred Stock shall not be
     taxable to the holder of the Series B Preferred Stock.

                (j)   Whenever the Series B Conversion Price is adjusted, as
     herein provided, the Corporation shall promptly cause a notice setting
     forth the adjusted Series B Conversion Price and adjusted number of shares
     issuable upon conversion of each share of Series B Preferred to be mailed
     to the holder of Series B Preferred Stock. The certificate setting forth
     the computation shall be signed by the chief financial officer or other
     appropriate officer of the Corporation.

                (k)    In the event that at any time, as a result of any
     adjustment made pursuant to this Section 7, the holder of Series B
     Preferred thereafter shall become entitled

                                       15
<PAGE>


     to receive any shares of the Corporation, other than Common Stock, the
     number of such other shares so receivable upon conversion of any shares of
     Series B Preferred shall be subject to adjustment from time to time in a
     manner and on terms as nearly equivalent as practicable to the provisions
     with respect to the Common  Stock contained in subparagraphs (a) to (g) of
     this Section 7 inclusive, above.

                (l)    For the purposes of this Section 7, the term "Fair
     Market Value" shall mean the fair market value as reasonably established in
     good faith by the Board of Directors of the Corporation, whose
     determination shall be described in a certified Board resolution.

          (8)  Voting Rights.
               -------------

               (a)     The holders of record of shares of Series B Preferred
     shall be entitled to notice of, and to vote or consent to, all actions on
     which holders of Common Stock are required or permitted to act upon,
     including, without limitation, the election of directors. For such purpose,
     each share of Series B Preferred shall have one vote for each share of
     Common Stock into which the Series B Preferred is convertible at the Series
     B Conversion Price in effect at the time.

               (b)     So long as any shares of Series B Preferred are
     outstanding, the Corporation will not, without the affirmative vote or
     consent of the holders of at least a majority of the outstanding shares of
     Series B Preferred, voting as a class (i) issue any series of Preferred
     Stock the terms of which provided that such series has priority over the
     Series B Preferred as to the payment of dividends, the repayment of capital
     or has class voting rights except as required by the Delaware General
     Corporation Law or voting rights in excess of one vote per share; (ii)
     create, authorize or issue any shares of any other class of capital stock
     the terms of which provided that such class has priority over the Series B
     Preferred as to the payment of dividends, the repayment of capital or has
     class voting rights except as required by the Delaware General Corporation
     Law or voting rights in excess of one vote per share, (iii) amend, alter or
     repeal, whether by merger, consolidation or otherwise, the Corporation's
     Certificate of Incorporation if the amendment, alteration or repeal
     materially and adversely affects the powers, preferences or special rights
     of the Series B Preferred, or (iv) declare any reverse stock dividend with
     respect to the Series B Preferred or otherwise reduce the number of
     outstanding shares of Series B Preferred other than pursuant to Section 3
     or 4 hereof; provided, however, that the approval of not less than
     two-thirds of the outstanding shares of Series B Preferred, voting as a
     class, shall be required to amend, alter, or repeal any of the provisions
     of the Certificate of Incorporation of the Corporation that would adversely
     affect the dividend provisions, liquidation rights, conversion terms, or
     voting rights of the Series B Preferred or the holders thereof.

               (c)    A special meeting of holders of the Series B Preferred
     (or a request for a vote by written consent without a meeting) to approve
     or disapprove any action of the Corporation on which the holders of the
     Series B Preferred are entitled to vote as a separate class by law or
     pursuant to this Section 8 may be called by the Secretary of the
     Corporation or by the holder(s) of twenty-five percent (25%) or more of the
     outstanding shares of Series B Preferred on written notice to the address
     of each holder thereof as it appears on the

                                       16
<PAGE>



     records of the Corporation deposited in the U.S. mail, all charges prepaid,
     at least ten (10) but no more than sixty (60) days prior to the applicable
     vote. The record date for determination of the holders of the Series B
     Preferred entitled to vote by written consent or at a meeting shall be set
     by the Corporation's Board of Directors, and only holders who are holding
     of record on the stock book of the Corporation on that date will be
     entitled to participate in such vote. At any time at which any share of
     Series B Preferred has been issued and is outstanding, no proposal for the
     Corporation to take any action described in this paragraph (c) shall be
     adopted, nor shall the Corporation be authorized to take any such action,
     unless the holders of at least two-thirds of the outstanding shares of
     Series B Preferred voting as a separate class vote in favor of such
     proposal.

     FIFTH. Every ten shares of Common Stock of the Corporation with a par value
of $.0001 per share outstanding on February 6, 1995 are hereby changed into one
share of Common Stock of the Corporation with a par value of $.0001 per share;
provided, however, that in lieu of issuing any fractional shares, there shall be
paid to each stockholder who, according to the foregoing provisions would
otherwise be entitled to receive as a stock dividend a fractional share of
Common Stock (whether or not in addition to one or more full shares) an amount
of cash equal to the value of such fractional share based on the closing price,
as reported, for shares of the Corporation's Common Stock by the NASDAQ on such
date, after giving effect to the stock change herein provided.

     SIXTH.  Intentionally omitted.

     SEVENTH. The Directors shall have power to make and to alter or amend the
By-Laws, to fix the amount to be reserved as working capital, and to authorize
and cause to be executed, mortgages and items without limit as to the amount,
upon the property and franchise of the Corporation.

     With the consent in  writing, and pursuant to a vote of the holders of a
majority of the capital stock issued and outstanding, the Directors shall have
the authority to dispose, in any manner, of the whole property of this
corporation.

     The By-Laws shall determine whether and to what extent the accounts and
books of this corporation, or any of them, shall be open to the inspection of
the stockholders; and no stockholder shall have any right of inspecting any
account, or book or document of this Corporation, except as conferred by the law
or the By-Laws, or by resolution of the stockholders.

     The stockholders and directors shall have power to hold their meetings and
keep the books, documents and papers of the Corporation outside of the State of
Delaware, at such places as may be from time to time designated by the By-Laws
or by resolution of the stockholders or directors, except as otherwise required
by the laws of Delaware.

     It is the intention that the objects, purposes and powers specified in the
Third paragraph hereof shall, except where otherwise specified in said
paragraph, be nowise limited or restricted by reference to or inference from the
terms of any other clause or paragraph in

                                       17
<PAGE>

this certificate of incorporation, but that the objects, purposes and
powers of this charter shall be regarded as independent objects, purposes and
powers.

     EIGHTH. Directors of the corporation shall not be liable to either the
corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves: (1) a director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3)
liability for unlawful payments of dividends or unlawful stock purchase or
redemption by the corporation; or (4) a transaction from which the director
derived an improper personal benefit.

                                       18