State of Delaware
                        Office of the Secretary of State          

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

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF
"RICHTON INTERNATIONAL CORPORATION", FILED IN THIS OFFICE ON THE TWELFTH DAY OF
SEPTEMBER, A.D. 1997, AT 1 O'CLOCK P.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING

                        [SECRETARY'S
                        OFFICE SEAL]    /s/ EDWARD J. FREEL
                                        -----------------------------------
                                        Edward J. Freel, Secretary of State

                                        Authentication: 8648631
                                                  Date: 09-12-97

<PAGE>

                                                         STATE OF DELAWARE     
                                                         SECRETARY OF STATE    
                                                      DIVISION OF CORPORATIONS 
                                                      FILED 01:00 PM 09/12/1997
                                                        971305139 - 0725326    
                                                      
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        RICHTON INTERNATIONAL CORPORATION

     Richton  International  Corporation  (the  "Corporation"),   a  corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify:

     FIRST:  The  present  name  of the  Corporation  is  Richton  International
Corporation.  The Corporation was originally incorporated under the name Coro of
Delaware, Inc., and the date of filing the original Certificate of Incorporation
of the  Corporation  with the  Secretary  of State of the State of  Delaware  is
August 25, 1969.

     SECOND:   The  provisions  of  the  Certificate  of  Incorporation  of  the
Corporation as heretofore  amended are hereby  restated and integrated  into the
single  instrument which is hereinafter set forth and which is entitled Restated
Certificate  of  Incorporation  of Richton  International  Corporation,  without
further  amendment  and without any  discrepancy  between the  provisions of the
Certificate  of  Incorporation  as heretofore  amended and the provisions of the
said single instrument hereinafter set forth.


<PAGE>

     THIRD:  The Board of  Directors  of the  Corporation  has duly adopted this
Restated  Certificate of  Incorporation  pursuant to the provisions of ss.245 of
the General  Corporation Law of the State of Delaware,  in the form set forth as
follows:

                     "RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        RICHTON INTERNATIONAL CORPORATION

     FIRST: The name of the corporation is Richton International Corporation.

     SECOND:  The registered  office of the Corporation is to be located at 1013
Centre  Road,  in the City of  Wilmington,  in the County of New Castle,  in the
State of Delaware,  19805.  The name of its registered  agent at that address is
The Prentice-Hall Corporation System, Inc.

     THIRD:  The  purpose of the  Corporation  is to engage in any lawful act or
activity for which a corporation may be organized under the General  Corporation
Law.  Without  limiting  the  generality  of the  foregoing,  a  purpose  of the
Corporation shall be to manufacture and deal in consumer goods, including, among
other things, fashion costume jewelry, wearing apparel,  handbags,  accessories,
cosmetics, footwear, watches, luggage and gift items.

     FOURTH:  The total number of shares which the  Corporation is authorized to
issue is 6,500,000, which are divided into 6,000,000 shares of Common Stock, par
value $.10 per share ("Common  Stock"),  and 500,000 shares of Preferred  Stock,
par value $1.00 per share ("Preferred Stock").

1. ISSUANCE OF PREFERRED STOCK IN SERIES

     Subject to the  provisions of Section 151 of the General  Corporation  law,
the Board of Directors of the  Corporation  is authorized to issue the Preferred
Stock, from time to time, in one or more series, all of which shall rank equally
and be identical except with respect to he following matters: the voting rights,
if any;  the  distinctive  serial  designation  of each series and the number of
shares which comprise each series; the rate or rates (which may be contingent on
the   happening   of  certain   events)  of   preferential,   participating   or
non-participating  dividends  payable  in  cash  annually,   semi-annually,   or
quarterly;  the times of payment of  dividends  and whether  dividends  shall be
cumulative and if cumulative the dates from which dividends shall be cumulative;
whether  or not the  shares  are  redeemable,  and if  redeemable,  the price or
prices,  the  method by which  and the time at which  the same may be  redeemed,
which shall be not less than the par value thereof, plus dividend arrearages, if
any;  the notice of  redemption  required;  the amount and terms of the  sinking
fund, if any,


                                      - 2 -
<PAGE>

for the purchase or  redemption  thereof,  provided such sinking fund is payable
only out of funds legally available  therefor;  the terms,  conditions,  rights,
privileges,  and other  provisions,  if any,  respecting  conversion into Common
Stock or another  series of  Preferred  Stock;  and the  preferential  amount or
amounts which shall be paid to the holders  thereof in the event of  liquidation
dissolution, or winding up of the Corporation, whether voluntary or involuntary,
which  shall be not less than the par value plus  dividend  arrearages,  if any;
such other  preferences and relative,  participating,  optional or other special
rights of the shares of such  series,  and the  qualifications,  limitations  or
restrictions thereof as shall not be inconsistent with this Article Fourth.

     All shares of any one series of  Preferred  Stock shall be  identical  with
each other in all  respects,  except  that  shares of any one  series  issued at
different times may differ as to the dates from which dividends thereon shall be
cumulative.

2. DIVIDENDS

     Subject  to the  limitations  prescribed  in this  Article  Fourth  and any
further  limitations  in  accordance  herewith,  the holders of shares of Common
Stock  shall be  entitled  to  receive,  when and as  declared  by the  Board of
Directors of the Corporation,  out of the assets of the Corporation which are by
law available  therefor,  dividends  payable either in cash, in property,  or in
Common  Stock.  The Board of Directors  shall have the power to pay dividends in
Common Stock in relation to the Corporation's treasury Common Stock.

     The shares of all series of  Preferred  Stock  shall  share  ratably in the
payment of all dividends payable thereon,  including  accumulations,  if any, in
accordance  with the sums  which  would be  payable  on all such  shares  if all
dividends were declared and paid in full.

3. VOTING RIGHTS

     At every  meeting of  stockholders,  each holder of shares of Common  Stock
and,  except as  otherwise  provided  herein or in the  resolution  or reduction
providing for any series of Preferred Stock,  each holder of shares of Preferred
Stock shall be entitled to one vote for each share held and shall vote  together
as one class; provided,  however, that if and whenever and as often as dividends
on all series of  Preferred  Stock  shall be in arrears in an  aggregate  amount
equivalent  to six (6)  quarterly  dividends  on all  shares  of all  series  of
Preferred Stock at the time outstanding,  then and in such event, the holders of
all series of Preferred Stock then  outstanding,  voting  separately as a class,
shall be  entitled  at each  meeting  of  stockholders  thereafter  held for the
election  of  Directors,  to elect two of the total  number of  Directors  to be
elected at such meeting.  Such class voting right shall continue until such time
as all  accumulated  dividends  on all  series  of  Preferred  Stock at the time
outstanding have been paid or declared and set aside for payment, whereupon such
right shall cease  until such time,  if any as such right shall again  accrue as
hereinabove provided.


                                      - 3 -
<PAGE>

     In the event of any vacancy  occurring in the case of a Director elected by
the  Preferred  Stock  voting as a class  (unless at the time when such  vacancy
shall occur,  all accumulated  dividends of Preferred Stock shall have been paid
or declared and set aside for payment),  a Special Meeting of the holders of all
series of  Preferred  Stock shall be called  promptly to fill any such  vacancy.
Such meeting shall be held within forty days after such call at a place and upon
notice as provided for the holding of meetings of  stockholders,  except that no
such  Special  meeting  shall be  required  before the date fixed for the Annual
Meeting of  Stockholders.  At any such meeting of Preferred Stock, a majority of
the outstanding Preferred Stock shall be required to constitute a quorum for the
election of the Directors or to fill any vacancy.  The Directors  elected by the
class vote of the Preferred  Stock shall serve until the next Annual  Meeting of
stockholders  or until their  successors  shall be elected,  and shall  qualify;
provided,  however,  that whenever  during the term of office of such Directors,
all  accumulated  dividends  shall have been paid or declared  and set aside for
payment, the terms of office of such Director shall forthwith terminate.

     Notwithstanding the foregoing,  the Board of Directors in originally fixing
the voting rights of all series of Preferred  Stock,  may limit in any manner or
eliminate entirely with respect to the shares of such series, any and all voting
rights  prescribed  for the Preferred  Stock,  or, if such series is convertible
into Common Stock of the  Corporation,  may grant such series  increased  voting
power  which  shall not exceed the number of votes per share to which the holder
thereof would be entitled if such conversion right was to be exercised.

4. LIMITATIONS

     So  long as  Preferred  Stock  of any  series  shall  be  outstanding,  the
Corporation shall not

     (a) without affirmative vote or written consent of the holders of record of
at least 1/3 of the  shares of all such  series at the time  outstanding,  by an
amendment to the Certificate of  Incorporation  or by merger or consolidation or
in any other manner,

          (i) authorize any class of stock ranking prior to the Preferred  Stock
     either in the payment of dividends  or in the  distribution  of assets,  or
     create any stock or other security  convertible into or exchangeable for or
     evidencing  the right to  purchase  any such stock so ranking  prior to the
     Preferred  Stock;  or increase the authorized  number of shares of any such
     other class of stock or other security; or

          (ii) alter or change the  preferences or  limitations  with respect to
     the  Preferred  Stock in any material  respect  prejudicial  to the holders
     thereof, provided,  however, that any such alteration or change affecting a
     particular  series of Preferred  Stock which does not adversely  affect the
     holders of any other  series may be  effected  by the  affirmative  vote or
     written  consent of the holders of record of 2/3 of the number of shares of
     the  particular  series  affected by such  alteration or change without the
     necessity of the class vote or written  consent of the holders of shares of
     all series; or


                                      - 4 -
<PAGE>

     (b) without affirmative vote or written consent of the holders of record of
at least a majority of the shares of all such series at the time outstanding, by
an amendment to the Certificate of  Incorporation  or by merger or consolidation
or in any other manner,

          (i) increase the total number of authorized shares of Preferred Stock;
     or

          (ii) authorize or increase any class of stock ranking on a parity with
     the Preferred Stock, or create any stock or other security convertible into
     or  exchangeable  for or  evidencing  the right to purchase  any such stock
     ranking on a parity with the Preferred  Stock,  or increase the  authorized
     number of shares of any such other class of stock or other security; or

     (c) declare or pay, or set apart for  payment,  any  dividends  (other than
dividends  payable in shares of any class or classes of stock of the Corporation
ranking  junior to the  Preferred  Stock in the payment of  dividends  or in the
distribution of assets),  or make any  distribution,  on any claim or classes of
stock ranking  junior to the  Preferred  Stock in the payment of dividends or in
the distribution of assets,  and will not redeem,  purchase or otherwise acquire
or permit any subsidiary to purchase or otherwise acquire,  whether voluntarily,
for a sinking  fund or  otherwise,  any  shares of any class or classes of stock
ranking  junior to the  Preferred  Stock in the payment of  dividends  or in the
distribution of assets,  and will not redeem,  purchase or otherwise  acquire or
permit any subsidiary to purchase or otherwise acquire, whether voluntarily, for
a sinking  fund,  or  otherwise,  any  shares of any class or  classes  of stock
ranking  junior to the  Preferred  Stock in the payment of  dividends  or in the
distribution  of assets or less than all of the Preferred  Stock, if at the time
of making such declaration,  payment, setting apart,  distribution,  redemption,
purchase  or  acquisition,  the  Corporation  shall not have paid all  dividends
payable  on or shall be in default  with  respect  to any  obligation  to retire
shares  of  Preferred  Stock  or if after  giving  effect  to such  declaration,
payment, setting apart, distribution,  redemption,  purchase or acquisition, the
capital  represented  by the Common Stock plus surplus of the  Corporation is in
the  aggregate  less than the  aggregate  involuntary  liquidation  value of all
series  of  Preferred  Stock  outstanding,  provided  that  notwithstanding  the
foregoing, the Corporation may at any time redeem, purchase or otherwise acquire
shares of stock of any such junior class in exchange for, or out of the net cash
proceeds from the  concurrent  sale of, other shares of stock of any such junior
class;

provided,  however,  that nothing herein contained shall require a class vote or
consent in  connection  with (i) any increase in the total number of  authorized
shares  of  Common  Stock,  (ii)  the  fixing  of any of  the  specific  rights,
preferences  and  limitations of other series of the Preferred Stock that may be
fixed by the Board of Directors,  or (ii) subject to prohibitions of the General
Corporation Law of Delaware, the increase or decrease in the number of shares of
Preferred   Stock   classified  as  any  series  of  Preferred   Stock,  or  the
reclassification  and  reissue of shares of any series of  Preferred  Stock as a
part  of a new  series  of  Preferred  Stock  to be  created  by  resolution  or
resolutions  of the  Board  of  Directors  or as part  of any  other  series  of
Preferred  Stock,  the terms of which do not prohibit  such reissue and provided
further  that no class vote or written  consent of the holders of the  Preferred
Stock or any series  thereof  shall be  required  if at or prior to the time the
issuance of any such prior


                                      - 5 -
<PAGE>

stock is to be made or any such change is to take effect,  provision is made for
the redemption of all Preferred Stock at the time outstanding or, if only one or
more series is entitled to such class vote, provision is made for the redemption
of all shares of such series at the time outstanding.

     In  the  event  of  any  liquidation,  dissolution  or  winding  up of  the
Corporation,  whether  voluntary or involuntary,  after payment or provision for
payment  of  the  debts  and  other  liabilities  of  the  Corporation  and  any
preferential  amounts  to which the  holders  of the  Preferred  Stock  shall be
entitled,  the holders of the Common Stock and any Preferred  Stock  entitled to
participation  after payment of its  preferential  amount,  shall be entitled to
share ratably in the remaining net assets of the Corporation.

     Neither the merger or consolidation of the Corporation, nor the sale, lease
or  conveyance  of  all or a  part  of  its  assets,  shall  be  deemed  to be a
liquidation, dissolution or winding up of the affairs of the Corporation.

5. SERIES A SHARES

     The first  series of  Preferred  Stock,  par value $1.00 per share,  of the
Corporation shall be, and hereby is, designated "Series A Preferred Shares" (the
"Series A Shares),  and the number of shares  constituting  such series shall be
forty thousand  (40,000).  The relative  rights and  preferences of the Series A
Shares shall be as follows:

     (a) Dividends and Distributions.

          (1)  Subject to the prior and  superior  rights of the  holders of any
     shares of any series of stock  ranking  prior and  superior to the Series A
     Shares  with  respect to  dividends,  the  holders  of Series A Shares,  in
     preference to the holders of Common Stock, par value $.10 per share, of the
     Corporation  (the "Common  Stock") and of any other junior stock,  shall be
     entitled to receive, when and as declared by the Board of Directors, out of
     any funds lawfully  available  therefor,  cash dividends  thereon,  payable
     quarterly,  from the date of  issuance  thereof,  upon  the  first  days of
     February,  May,  August  and  November  in each year  (each such date being
     referred to herein as a "Quarterly  Dividend Payment Date"),  commencing on
     the first  Quarterly  Dividend  Payment Date after the first  issuance of a
     Series A Share,  in an amount per share (rounded to the nearest cent) equal
     to the greater of (a) $0.25 or (b) subject to the provision for  adjustment
     hereinafter set forth, 100 times the aggregate per share amount of all cash
     dividends,  and 100 times the aggregate per share amount  (payable in kind)
     of all non-cash dividends or other distributions,  other than a dividend or
     distribution  payable  in shares of Common  Stock or a  subdivision  of the
     outstanding  shares of Common  Stock (by  reclassification  or  otherwise),
     declared on the Common  Stock  since the  immediately  preceding  Quarterly
     Dividend  Payment  Date or, with  respect to the first  Quarterly  Dividend
     Payment Date,  since the first issuance of any Series A Share. In the event
     the Corporation shall at any


                                      - 6 -
<PAGE>

     time after  January  26, 1988 (i)  declare  any  dividend  on Common  Stock
     payable in shares of Common Stock,  (ii) subdivide the  outstanding  Common
     Stock, or (iii) combine the outstanding  Common Stock into a smaller number
     of shares,  then in each such case the amounts to which holders of Series A
     Shares were entitled  immediately  prior to such event under clause (a) and
     clause (b) of the preceding  sentence shall be adjusted by multiplying each
     such amount by a fraction the numerator of which is the number of shares of
     Common Stock  outstanding  immediately after such event and the denominator
     of which is the  number of shares of  Common  Stock  that were  outstanding
     immediately prior to such event.

          (2) The  Corporation  shall declare a dividend or  distribution on the
     Series  A  Shares  as  provided  in  paragraph  (1)  of  this  Section  (a)
     immediately  after it  declares a dividend  or  distribution  on the Common
     Stock  (other than a dividend or  distribution  payable in shares of Common
     Stock);  provided that, in the event no dividend or distribution shall have
     been  declared on the Common Stock during the period  between any Quarterly
     Dividend  Payment Date and the next subsequent  Quarterly  Dividend Payment
     Date,  a  dividend  of  $0.25  per  share  on the  Preferred  Shares  shall
     nevertheless be payable on such subsequent Quarterly Dividend Payment Date;
     and provided further that nothing  contained in this paragraph (2) shall be
     construed so as to conflict with any provision  relating to the declaration
     of dividends contained in the Charter.

          (3) Dividends  shall begin to accrue and be cumulative on  outstanding
     Series A Shares from the Quarterly Dividend Payment Date next preceding the
     date of issue of such  Series A  Shares,  unless  the date of issue of such
     shares is prior to the record date for the first Quarterly Dividend Payment
     Date, in which case dividends on such shares shall begin to accrue from the
     date of issue of such  shares,  or unless the date of issue is a  Quarterly
     Dividend  Payment  Date  or  is a  date  after  the  record  date  for  the
     determination of holders of Series A Shares entitled to receive a quarterly
     dividend and before such  Quarterly  Dividend  Payment  Date,  in either of
     which events such  dividends  shall begin to accrue and be cumulative  from
     such Quarterly  Dividend  Payment Date.  Accrued but unpaid dividends shall
     not bear interest.  Dividends paid on the Series A Shares in an amount less
     than the total amount of such  dividends at the time accrued and payable on
     such shares shall be allocated pro rata on a share-by-share basis among all
     such  shares  at the time  outstanding.  The Board of  Directors  may fix a
     record date for the determination of holders of Series A Shares entitled to
     receive payment of a dividend or distribution declared thereon.

     (b) Redemption. The Series A Shares are not redeemable.

     (c)  Liquidation.  Dissolution or Winding Up. In the event of the voluntary
or involuntary  liquidation of the Corporation,  the preferential  amounts which
the  holders  of the Series A Shares  shall be  entitled  to receive  out of the
assets of the Corporation shall be $100.00 per share plus all accrued and unpaid
dividends thereon.


                                      - 7 -
<PAGE>

          (1)  Upon  any   liquidation,   dissolution   or  winding  up  of  the
     Corporation,  no  distribution  shall be made to the  holders  of shares of
     stock ranking junior (upon  liquidation,  dissolution or winding up) to the
     Series A Shares unless, prior thereto, the holders of Series A Shares shall
     have received $100.00 per share, plus an amount equal to accrued and unpaid
     dividends and distributions  thereon,  whether or not declared, to the date
     of such payment  (the "Series A  Liquidation  Preference").  Following  the
     payment  of the full  amount of the  Series A  Liquidation  Preference,  no
     additional  distributions  shall be made to the  holders of Series A Shares
     unless,  prior  thereto,  the holders of shares of Common  Stock shall have
     received  an  amount  per  share  (the  "Common  Adjustment")  equal to the
     quotient  obtained by dividing (i) the Series A  Liquidation  Preference by
     (ii) 100 (as  appropriately  adjusted as set forth in paragraph (3) of this
     Section (c) to reflect such events as stock  splits,  stock  dividends  and
     recapitalizations  with respect to the Common Stock) (such number in clause
     (ii), the "Adjustment Number"). Following the payment of the full amount of
     the Series A Liquidation Preference and the Common Adjustment in respect of
     all outstanding Series A Shares and Common Stock, respec tively, holders of
     Series A Shares and holders of shares of Common Stock shall  receive  their
     ratable and  proportionate  share of the remaining assets to be distributed
     in the ratio of the  Adjustment  Number to one with respect to the Series A
     Shares and Common Stock, on a per share basis, respectively.

          (2) In the  event,  however,  that  there  are not  sufficient  assets
     available to permit payment in full of the Series A Liquidation  Preference
     and the liquidation  preferences of all other series of preferred stock, if
     any,  which  rank on a parity  with  the  Series  A  Shares,  then all such
     available assets shall be distributed  ratably to the holders of the Series
     A Shares  and the  holders of such  parity  shares in  proportion  to their
     respective liquidation  preferences.  In the event, however, that there are
     not  sufficient  assets  available to permit  payment in full of the Common
     Adjustment,  then any such remaining assets shall be distributed ratably to
     the holders of Common Stock.

          (3) In the event the  Corporation  shall at any time after January 26,
     1988 (i) declare any dividend on Common  Stock  payable in shares of Common
     Stock,  (ii) subdivide the  outstanding  Common Stock, or (iii) combine the
     outstanding Common Stock into a smaller number of shares, then in each such
     case the Adjustment Number in effect  immediately prior to such event shall
     be adjusted  by  multiplying  such  Adjustment  Number by a  fraction,  the
     numerator  of which is the  number of shares  of Common  Stock  outstanding
     immediately  after such event and the denominator of which is the number of
     shares of Common  Stock  that were  outstanding  immediately  prior to such
     event.

     (d) Sinking Fund. The Preferred Shares shall not be entitled to the benefit
of any sinking fund for the redemption or purchase of such shares.


                                      - 8 -
<PAGE>

     (e) Conversion.

          (1) Subject to paragraph (2) of this Section (e), the Preferred Shares
shall not be convertible.

          (2) In case  the  Corporation  shall  enter  into  any  consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or  securities,  cash and/or any other
property,  then in any such case the  Series A Shares  shall at the same time be
similarly  exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be,  into  which or for which  each  share of  Common  Stock is  changed  or
exchanged.  In the event the  Corporation  shall at any time  declare or pay any
dividend  on  Common  Stock  payable  in shares  of  Common  Stock,  or effect a
subdivision or combination or consolidation of the outstanding  shares of Common
Stock (by reclassi  fication or  otherwise)  into a greater or lesser  number of
shares of Common  Stock,  then in each  such  case the  amount  set forth in the
preceding  sentence  with  respect to the  exchange or change of Series A Shares
shall be adjusted by  multiplying  such amount by a fraction,  the  numerator of
which is the number of shares of Common Stock outstanding immediately after such
event, and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

     (f) Voting Rights.

          (1) The holders of Series A Shares shall have no voting  rights except
as provided by Delaware statutes or by paragraph (2) of this Section (f).

          (2) So long as any  Series  A  Shares  shall  be  outstanding,  and in
addition to any other approvals or consents required by law, without the consent
of the holders of 66-2/3% of the Series A Shares outstanding as of a record date
fixed by the Board of  Directors,  given either by their  affirmative  vote at a
special  meeting  called for that  purpose,  or, if permitted by law, in writing
without a meeting:

               (i) The  Corporation  shall  not sell,  transfer  or lease all or
          substantially  all  the  properties  and  assets  of the  Corporation;
          provided,  however,  that nothing  herein shall require the consent of
          the  holders of Series A Shares for or in respect of the  creation  of
          any mortgage, pledge, or other lien upon all or any part of the assets
          of the Corporation.

               (ii) The Corporation  shall not effect a merger or  consolidation
          with any other corporation or corporations  unless as a result of such
          merger or  consolidation  and after giving effect  thereto  holders of
          Series A Shares are entitled to receive a per share amount and type of
          consideration  equal to 100  times the per  share  amount  and type of
          consideration received by holders of shares of Common Stock, or (l)


                                      - 9 -
<PAGE>

          either (A) the Corporation  shall be the surviving  corporation or (B)
          if the  Corporation  is not the surviving  corporation,  the successor
          corporation  shall be a corporation  duly organized and existing under
          the laws of any state of the United  States of America or the District
          of Columbia,  and all obligations of the  Corporation  with respect to
          the Series A Shares  shall be assumed by such  successor  corporation,
          (2)  the  Series  A  Shares  then  outstanding  shall  continue  to be
          outstanding,  and (3) there  shall be no  alteration  or change in the
          designation  or  the  preferences,   relative  rights  or  limitations
          applicable to outstanding  Series A Shares  prejudicial to the holders
          thereof.

               (iii) The Corporation shall not amend, alter or repeal any of the
          provisions of its  Certificate  of  Incorporation  in any manner which
          adversely  affects the relative rights,  preferences or limitations of
          the Series A Shares or the holders thereof.

     (g) Certain Restrictions.

          (1) Whenever  quarterly  dividends or other dividends or distributions
payable  on the  Series A Shares as  provided  in  Section  (a) are in  arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared,  on Series A Shares  outstanding  shall have been paid in full,
the Corporation shall not:

               (i) declare or pay dividends on, make any other distributions on,
          or redeem or  purchase or  otherwise  acquire  for  consideration  any
          shares of stock  ranking  junior  (as to  dividends)  to the  Series A
          Shares;

               (ii) declare or pay dividends on or make any other  distributions
          on any shares of stock ranking on a parity (as to dividends)  with the
          Series A Shares,  except dividends paid ratably on the Series A Shares
          and all such parity stock on which dividends are payable or in arrears
          in  proportion  to the total  amounts to which the holders of all such
          shares are then entitled;

               (iii) redeem or purchase or otherwise  acquire for  consideration
          shares of any stock  ranking  junior (as to dividends) to the Series A
          Shares, provided that the Corporation may at any time redeem, purchase
          or otherwise  acquire  shares of any such junior stock in exchange for
          shares  of  any  stocks  of the  Corporation,  ranking  junior  (as to
          dividends) to the Series A Shares; and

               (iv) purchase or otherwise acquire for consideration any Series A
          Shares,  or any shares of stock  ranking on a parity (as to dividends)
          with the Series A Shares,  except in accordance  with a purchase offer
          made in  writing  or by  publication  (as  determined  by the Board of
          Directors)  to all holders of such shares upon such terms as the Board
          of Directors,  after  consideration of the respective  annual dividend
          rates and other relative rights and preferences of the respective


                                     - 10 -
<PAGE>

          series and classes,  shall determine in good faith will result in fair
          and equitable treatment among the respective series or classes.

          (2) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise  acquire for  consideration  any shares of stock of the
Corporation  unless the Corporation  could,  under paragraph (1) of this Section
(g), purchase or otherwise acquire such shares at such time and in such manner.

     (h) Fractional Shares. The Corporation may issue fractions and certificates
representing  fractions of Series A Shares in integral multiples of 1/100th of a
Series A Share, or in lieu thereof, at the election of the Board of Directors of
the Corporation at the time of the first issue of any Series A Shares,  evidence
such  fractions by depositary  receipts,  pursuant to an  appropriate  agreement
between the  Corporation  and a depositary  selected by it,  provided  that such
agreement shall provide that the holders of such depositary  receipts shall have
all  rights,  privileges  and  preferences  to which they would be  entitled  as
beneficial  owners of Series A Shares.  In the event  that  fractional  Series A
Shares are issued, the holders thereof shall have all the rights provided herein
for holders of full Series A Shares in the proportion  which such fraction bears
to a full share.

     FIFTH:  For the  management  of the  business  and for the  conduct  of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and  stockholders,  or any
class thereof, it is further provided:

     1. The  management  of the  business  and the conduct of the affairs of the
Corporation, including the election of officers, shall be vested in its Board of
Directors.  The number of directors  which shall  constitute  the whole Board of
Directors  shall be fixed,  by, or in the manner  provided in, the By-Laws.  The
phrase "whole Board" and the phrase "total number of directors"  shall be deemed
to have the same  meaning,  to wit,  the  total  number of  directors  which the
Corporation would have if there were no vacancies. No election of directors need
be by written ballot.

     2. Whenever the Corporation  shall be authorized to issue only one class of
stock, each outstanding share shall entitle the holder thereof to notice of, and
the right to vote at, any  meeting of  stockholders.  Whenever  the  Corporation
shall be authorized to issue more than one class of stock, no outstanding  share
of any class of stock which is denied  voting power under the  provisions of the
Certificate of Incorporation  shall entitle the holder thereof to notice of, and
the right to vote at, any meeting of  stockholders,  except as the provisions of
paragraph  (d)(2) of section 242 of the General  Corporation Law and of sections
251,  252  and 253 of the  General  Corporation  Law  shall  otherwise  require;
provided, that no share of any such class which is otherwise denied voting power
shall  entitle the holder  thereof to vote upon the  increase or decrease in the
number of authorized shares of said class.

     3. The Board of  Directors  shall have power  without the assent or vote of
the stockholders to make, alter, amend,  change, add to or repeal the By-Laws of
the Corporation.


                                     - 11 -
<PAGE>

     4. The  directors  in their  discretion  may submit any contract or act for
approval or  ratification  at any annual meeting of the  stockholders  or at any
meeting of the  stockholders  called for the purpose of considering any such act
or  contract,  and any  contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the  Corporation  which is
represented  in person or by proxy at such  meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and as binding upon the Corporation and upon all the
stockholders as though it had been approved or ratified by every  stockholder of
the  Corporation,  whether or not the contract or act would otherwise be open to
legal attack because of directors' interest, or for any other reason.

     SIXTH: 1. The Corporation  shall indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  Corporation)  by
reason of the fact that he 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,  against  expenses  (including  attorneys'
fees),  judgments,  fees and amounts paid in settlement  actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be or not opposed to the
best interests of the  Corporation  and, with respect to any criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

          2. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened,  pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he 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, against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  Corporation  unless  and only to the  extent  that the  Court of
Chancery  of the State of Delaware or the court in which such action or suit was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the State of Delaware or such other court shall deem proper.


                                     - 12 -
<PAGE>

          3. To the extent  that a director,  officer,  employee or agent of the
Corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or  proceeding  referred to in  paragraph  1 or 2 of this  Article
Sixth,  or in  defense  of any  claim,  issue  or  matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

          4. Any  indemnification  under  paragraph 1 or 2 of this Article Sixth
(unless ordered by a court) shall be made by the Corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard of conduct set forth therein.  Such determination  shall be
made (a) by the Board of Directors by a majority vote of a quorum  consisting of
directors  who were not parties to such action,  suit or  proceeding,  or (b) if
such  a  quorum  is  not  obtainable,   or,  even  if  obtainable  a  quorum  of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (c) by the stockholders.

          5. Expenses incurred in defending a civil or criminal action,  suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of the director,  officer,  employee,  or agent to repay such amount if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by the
Corporation as authorized in this Article Sixth.

          6. The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant to the other  paragraphs  of this  Article  Sixth shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement  of expenses may be entitled under any statute,  by-law,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity and as to action in another capacity while holding such
office.

          7.  By  action  of the  majority  of the  whole  Board  of  Directors,
notwithstanding any interest of the directors in the action, the Corporation may
purchase and maintain insurance, in such amounts as the Board of Directors deems
appropriate, on behalf of any person who is or was a director, officer, employee
or  agent  of the  Corporation,  or is or was  serving  at  the  request  of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power or would
be required to indemnify him against such liability under the provisions of this
Article Sixth or of the General Corporation Law of the State of Delaware.

          8. The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant  to,  this  Article  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.


                                     - 13 -
<PAGE>

          9. The  directors  of the  Corporation  shall  not be held  personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing violation of law, (iii) under section 174 of the General Corporation Law
of the State of Delaware,  or (iv) for any  transaction  from which the director
derived an improper  personal  benefit.  If the General  Corporation  Law of the
State  of  Delaware  is  amended  after  approval  by the  stockholders  of this
paragraph to authorize  corporate  action  further  eliminating  or limiting the
personal  liability  of  directors,  then the  liability  of a  director  of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the General Corporation Law of the State of Delaware, as so amended.

     SEVENTH:  The  Corporation  reserves the right to amend,  alter,  change or
repeal any  provision  contained in this  Certificate  of  Incorporation  in the
manner now or hereafter  prescribed by law, and all rights and powers  conferred
herein on  stockholders,  directors  and officers  are subject to this  reserved
power.

     EIGHTH:  (1)  Except as set forth in  paragraph  (4) of this  Article,  the
affirmative  vote or consent of the  holders of  four-fifths  of all  classes of
stock of the Corporation entitled to vote in elections of directors,  considered
for the  purposes of this  Article as one class,  shall be required  (i) for the
adoption of any agreement  for the merger or  consolidation  of the  Corporation
with or into any other  corporation,  or (ii) to  authorize  any sale,  lease or
exchange of all or substantially all of the assets of the Corporation to, or any
sale, lease or exchange to the Corporation or any subsidiary thereof in exchange
for  securities  of the  Corporation  of any assets  of, any other  corporation,
person or other  entity,  if,  in either  case,  as of the  record  date for the
determination of stockholders  entitled to notice thereof and to vote thereon or
consent  thereto  such  other  corporation,  person or entity is the  beneficial
owner,  directly or indirectly,  of more than 10% of the  outstanding  shares of
stock of the Corporation  entitled to vote thereon or consent thereto considered
for the purposes of this Article as one class.  Such affirmative vote or consent
shall be in lieu of any lesser  vote or  consent of the  holders of the stock of
the Corporation  otherwise required by law or any agreement or contract to which
this Corporation is a party.

          (2) For the purpose of this Article, any corporation,  person or other
entity shall be deemed to be the beneficial  owner of any shares of stock of the
Corporation (i) which it has the right to acquire pursuant to any agreement,  or
upon exercise of conversion rights,  warrants or options, or otherwise,  or (ii)
which are beneficially  owned,  directly or indirectly  (including shares deemed
owned through  application of the foregoing clause (i) of this paragraph (2), by
any other  corporation,  person or entity  with which it or its  "affiliate"  or
"associate" (as defined below) has any agreement,  arrangement or  understanding
for the  purpose of  acquiring,  holding,  voting or  disposing  of stock of the
Corporation,  or which is its  "affiliate"  or  "associate"  as those  terms are
defined in Rule 12b-2 of the General Rules and Regulations  under the Securities
Exchange  Act of 1934 as in  effect  May 31,  1976.  Also for  purposes  of this
Article,  the outstanding  shares of any class of stock of the Corporation shall
include shares deemed owned through application of the foregoing clauses (i) and


                                     - 14 -
<PAGE>

(ii) of this  paragraph (2), but shall not include any other shares which may be
issuable  pursuant to any  agreement,  or upon  exercise of  conversion  rights,
warrants or options, or otherwise.

          (3) The Board of Directors of the Corporation shall have the power and
duty to determine for the purposes of this Article,  on the basis of information
known to the Corporation,  whether (i) such other  corporation,  person or other
entity beneficially owns more than 10% of the outstanding shares of stock of the
Corporation  entitled to vote in elections  of  directors,  (ii) a  corporation,
person, or entity is an "affiliate" or "associate" (as defined above) of another
and (iii) the memorandum of  understanding  referred to in paragraph  (4)of this
Article is substantially  consistent with the transaction  covered thereby.  Any
such  determinations  shall be  conclusive  and binding for all purposes of this
Article.

          (4) The  provisions of this Article shall not be applicable to (i) any
merger or consolidation  of the Corporation with or into any other  corporation,
or any sale, lease or exchange of all or substantially  all of the assets of the
Corporation  to,  or any  sale,  lease or  exchange  to the  Corporation  or any
subsidiary  thereof in exchange for securities of the  Corporation of any assets
of, any other corporation, if the Board of Directors of the Corporation shall by
resolution  have  approved  a  memorandum  of  understanding   with  such  other
corporation with respect to and  substantially  consistent with such transaction
prior to the time that such other  corporation  shall have become holder of more
than 10% of the outstanding shares of stock of the Corporation  entitled to vote
in  elections  of  directors;  or  (ii)  any  merger  or  consolidation  of  the
Corporation  with,  or any sale,  lease or  exchange to the  Corporation  or any
subsidiary  thereof of any of the assets  of, any other  corporation  of which a
majority of the  outstanding  shares of all classes of stock entitled to vote in
elections of directors is owned of record or beneficially by the Corporation and
its subsidiaries.

     NINTH:   Notwithstanding   any  other  provision  of  this  Certificate  of
Incorporation and any provision of the By-Laws of this Corporation, no amendment
to this Certificate of Incorporation  shall amend,  alter,  change or repeal any
provisions  of  Article  Eighth or this  Article  Ninth,  unless  the  amendment
effecting  such  amendment,  alteration,  change or  repeal  shall  receive  the
affirmative  vote or consent of the  holders of  four-fifths  of all  classes of
stock of the Corporation entitled to vote on such amendment,  considered for the
purpose of this  Article as one class and no  amendment  to the ByLaws by action
taken by a vote of  stockholders  shall  amend,  alter,  change  or  repeal  any
provisions  of Article II,  Section  2.01 unless the  amendment  effecting  such
amendment,  alteration,  change or repeal shall receive the affirmative  vote or
consent of the holders of four-fifths of all classes of stock of the Corporation
entitled to vote on such  amendment,  considered for the purpose of this Article
as one class."


                                     - 15 -
<PAGE>

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  certificate  to be
executed by its officers  thereunto duly  authorized  this 9th day of September,
1997.

                                          RICHTON INTERNATIONAL
                                          CORPORATION

                                          By: /s/ FRED R. SULLIVAN
                                              ------------------------
                                              Name: Fred R. Sullivan
                                              Office: Chairman

ATTEST:

/s/ MARSHAL E. BERNSTEIN
----------------------------------
Marshall E. Bernstein, Secretary


                                     - 16 -