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                       AMENDED AND RESTATED CERTIFICATE
                               OF INCORPORATION
                                      OF
                            UNIFIED HOLDINGS, INC.

      Pursuant to Section 245 of the Delaware General Corporation Law, the
Board of Directors of Unified Holdings, Inc., a Delaware corporation
incorporated on the 7th day of December 1989 under the name Unified Holdings,
Inc., proposed and submitted this Amended and Restated Certificate of
Incorporation which correctly states and integrates and further amends the
Corporation's Certificate of Incorporation as theretofore amended or
supplemented to the stockholders of the Corporation.  This Amended and
Restated Certificate of Incorporation was duly adopted by the stockholders in
the manner and by the vote prescribed by Section 242 of the Delaware General
Corporation Law and supersedes the original Certificate of Incorporation and
all prior amendments thereto.


                                   ARTICLE 1
                                   ---------

      The name of this Corporation is Unified Holdings, Inc.

                                   ARTICLE 2
                                   ---------

      The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
The name of the registered agent at such address is The Corporation Trust
Company.

                                   ARTICLE 3
                                   ---------

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

                                   ARTICLE 4
                                   ---------

      The total number of shares of stock that the Corporation shall have the
authority to issue is one million (1,000,000) shares of Preferred Stock with
a par value of $0.01 per share; and ten million (10,000,000) shares of Common
Stock, par value $0.01 per share.  The Board of Directors, by adoption of an
authorizing resolution, may cause Preferred Stock to be issued from time to
time in one or more series.  The Board of Directors, by adoption of an
authorizing resolution, may with regard to the shares of any series of
Preferred Stock:

            (1)   Fix the distinctive serial designation of the shares;
            (2)   Fix the dividend rate, if any;
            (3)   Fix the date from which dividends on shares issued before
      the date for payment of the first dividend shall be cumulative, if any;
            (4)   Fix the redemption price and terms of redemption, if any;


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            (5)   Fix the amounts payable per share in the event of
      dissolution or liquidation of the corporation, if any;
            (6)   Fix the terms and amounts of any sinking fund to be used
      for the purchase or redemption of shares, if any;
            (7)   Fix the terms and conditions under which the shares may be
      converted, if any;
            (8)   Provide whether such shares shall be non-voting, or shall
      have full or limited voting rights, and the rights, if any, of such
      shares to vote as a class on some or all matters on which such shares
      may be entitled to vote; and
            (9)   Fix such other preferences, qualifications, limitations,
      restrictions and special or relative rights not required by law.

                                   ARTICLE 5
                                   ---------

      The Corporation is to have perpetual existence.

                                   ARTICLE 6
                                   ---------

      A.    The Board of Directors shall have the power to make, amend,
alter, change or repeal the by-laws (except in so far as the by-laws adopted
by the stockholders shall otherwise provide). Any by-laws made by the
directors under the powers conferred hereby may be amended, altered, changed
or repealed by the directors or by the stockholders.  Notwithstanding the
foregoing or anything contained in this Amended and Restated Certificate of
Incorporation to the contrary, Sections 2.7 and 2.8 of Article II, Sections
3.2, 3.9 and 3.11 of Article III and Article VIII of the by-laws shall not be
amended, altered, changed or repealed and no provision inconsistent therewith
shall be adopted without the affirmative vote of the holders of at least
eighty percent (80%) of the voting power of all shares of the Corporation's
outstanding capital stock, voting together as a single class (it being
understood that for purposes of this Article 6, each share of voting stock
shall be entitled to the number of votes granted to it by law or pursuant to
Article 4 of this Amended and Restated Certificate of Incorporation), unless
such amendment, alteration, change or repeal has previously been expressly
approved by the Board of Directors by the affirmative vote or consent of at
least sixty-six and two-thirds percent (66-2/3%) of the number of Directors
then in office.

      B.    In addition to any affirmative vote required by law or otherwise,
any amendment, alteration, change or repeal of the provision of this Article
6 shall require the affirmative vote of at least eighty percent (80%) of the
voting power of all shares of the Corporation's outstanding capital stock,
voting together as a single class (it being understood that for purposes of
this Article 6, each share of voting stock shall be entitled to the number of
votes granted to it by law or pursuant to Article 4 of this Amended and
Restated Certificate of Incorporation), unless such amendment, alteration,
change or repeal has previously been expressly approved by the Board of
Directors by the affirmative vote or consent of at least sixty-six and
two-thirds percent (66-2/3%) of the number of directors then in office, in which
case the stockholder vote required by this Section B of Article 6 shall not
apply.


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                                   ARTICLE 7
                                   ---------

      Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide.  The books of the Corporation may be
kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the by-laws of the Corporation.  Elections of
directors need not be by written ballot unless the by-laws of the Corporation
shall so provide.

                                   ARTICLE 8
                                   ---------

      The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

                                   ARTICLE 9
                                   ---------

      A.    The number of directors to constitute the Board of Directors
shall be fixed, from time to time, at not less than one (1) nor more than
fifteen (15), by resolution of the Board of Directors adopted by the vote or
consent of at least sixty-six and two-thirds percent (66-2/3%) of the number
of directors then in office.  The directors shall be divided into three
classes:  Class I, Class II and Class III; and the number of directors in
such classes shall be as nearly equal as possible.  The term of office of the
initial Class I directors shall expire at the annual meeting of stockholders
of the Corporation in 1998; the term of office of the initial Class II
directors shall expire at the annual meeting of stockholders of the
Corporation in 1999; and the term of office of the initial Class III
directors shall expire at the annual meeting of stockholders of the
Corporation in 2000; or in each case until their respective successors were
duly elected and qualified.  At each annual election held after 2000 the
directors chosen to succeed those whose terms then expire shall be identified
as being of the same class as the directors they succeed and shall be elected
for a term of three (3) years expiring at the third succeeding annual meeting
or thereafter until their respective successors are duly elected and
qualified.  If the number of directors is changed, any increase or decrease
in the number of directors shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible.

      B.    Any vacancy on the Board (whether such vacancy is caused by
death, resignation or removal for cause, or is the result of a newly created
directorship) shall be filled by a majority of the directors then in office.
Any director elected to fill a vacancy in any class (whether such vacancy is
caused by death, resignation or removal for cause, or is the result of an
increase in the number of directors in such class) shall hold office for a
term which shall expire with the term of the directors in such class.

      C.    No director may be removed without cause from office during such
director's term of office.  At a meeting called expressly for that purpose,
any director may be removed by the stockholders for cause by the affirmative
vote of the holders of a majority of the shares entitled to vote at an
election of directors.

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      D.    Any action required or permitted to be taken by the stockholders
of the Corporation shall be effected at a duly called annual or special
meeting of stockholders.

      E.    In addition to any affirmative vote required by law or otherwise,
any amendment, alteration, change or repeal of the provisions of this Article
9 shall require the affirmative vote of the holders of not less than eighty
percent (80%) of the voting power of the shares then entitled to vote at an
election of directors, unless such amendment, alteration, change or repeal
has previously been expressly approved by the Board of Directors of the
Corporation by the affirmative vote or consent of at least sixty-six and
two-thirds percent (66-2/3%) of the number of directors then in office, in which
case the stockholder vote required by this Section E of Article 9 shall not
apply.

                                  ARTICLE 10
                                  ----------

      A.    In addition to any affirmative vote required by law, and except
as otherwise expressly provided in Section B of this Article 10, a Business
Combination (as hereinafter defined) may not be consummated or effected
unless such transaction shall first have received the affirmative vote of the
holders of at least eighty percent (80%) of the voting power of the then
outstanding shares of capital stock of the Corporation, voting together as a
single class ("Voting Stock") (it being understood that for the purposes of
this Article 10, each share of the Voting Stock shall be entitled to the
number of votes granted to it by law or pursuant to Article 4 of this Amended
and Restated Certificate of Incorporation).  Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a
lesser percentage may be specified, by or pursuant to law, this Amended and
Restated Certificate of Incorporation or any agreement.

      B.    Section A of this Article 10 shall not be applicable to a
Business Combination, and such Business Combination shall require only the
affirmative vote (if any) as required by law or otherwise, if the Business
Combination shall have been expressly approved by the Board of Directors of
the Corporation by the affirmative vote or consent of at least sixty-six and
two-thirds percent (66-2/3%) of the number of directors of the Corporation
then in office (the "Whole Board").  In determining whether or not to approve
any such Business Combination, the Board of Directors shall give due
consideration to all factors the Board may consider relevant, including,
without limitation:

            (1)   the legal and economic effects on the customers of the
      Corporation and its subsidiaries, on the communities and geographic areas
      in which the Corporation and its subsidiaries operate or are located, and
      on any of the businesses and properties of the Corporation and its
      subsidiaries; and

            (2)   the adequacy of the consideration offered in relation not
      only to the current market price of the outstanding securities of the
      Corporation, but also to the current value of the Corporation in a freely
      negotiated transaction and the Board of Directors' estimate of the future
      value of the Corporation (including the unrealized value of its properties
      and assets) as an independent going concern.

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      C.    For the purposes of this Article 10 of this Amended and Restated
Certificate of Incorporation:

            (1)   A "Business Combination" shall mean:

                  (a)   any merger, consolidation or exchange of shares
            of capital stock of the Corporation or any Subsidiary (as
            hereinafter defined) with or into any Interested Person (as
            hereinafter defined) or any other corporation or entity
            (whether or not it is an Interested Person) which is, or
            after such merger, consolidation or exchange of shares
            would be, an Interested Person or an Affiliate (as
            hereinafter defined) of an Interested Person, regardless of
            the surviving entity;

                  (b)   any sale, lease, exchange, mortgage, pledge,
            transfer or other disposition to or with an Interested Person
            or any Affiliate of any Interested Person (in a single
            transaction of a series of related transactions) other than
            in the ordinary course of business, of all or a substantial
            part of the assets of the Corporation or of any Subsidiary,
            or both;

                  (c)   any sale, lease, exchange, mortgage, pledge,
            transfer or other disposition to or with the Corporation
            or any Subsidiary (in a single transaction of a series of
            related transactions) other than in the ordinary course of
            business, of all or a substantial part of the assets of an
            Interested Person or any Affiliate of an Interested Person,
            or both;

                  (d)   any issuance or transfer by the Corporation or
            any Subsidiary of any securities of the Corporation or any
            Subsidiary to an Interested Person or any Affiliate of an
            Interested Person (other than an issuance or transfer of
            securities which is effected on a pro rata basis to all
            stockholders of the Corporation);

                  (e)   any acquisition by the Corporation or any Subsidiary,
            other than in the ordinary course of business, of any securities
            of an Interested Person or any Affiliate of an Interested Person;

                  (f)   any recapitalization or reclassification of
            shares of any class of capital stock of the Corporation
            or any Subsidiary, or any merger or consolidation of the
            Corporation with any Subsidiary (whether or not involving
            an Interested Person), which transaction would have the
            effect, directly or indirectly, of increasing the
            proportionate share of the outstanding shares of any class
            of capital stock of the Corporation (or any securities
            convertible into any class of such capital stock) with
            respect to which an Interested Person or an Affiliate of an
            Interested Person is the "Beneficial Owner" (as hereinafter
            defined);

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                  (g)   any merger or consolidation of the Corporation
            with any Subsidiary, if the provisions of this Article 10
            shall not be contained in the certificate of incorporation
            of the surviving entity;

                  (h)   any plan or proposal for the liquidation or
            dissolution of the Corporation proposed by or on behalf of
            an Interested Person or an Affiliate of an Interested
            Person; or

                  (i)   any agreement, contract, plan, proposal or other
            arrangement providing for any of the foregoing.

            (2)   An "Interested Person" shall mean any individual,
      partnership, firm, corporation or other entity (other than
      the Corporation or any Subsidiary) who or which, directly or
      indirectly, together with any of his or its Affiliates and
      Associates (as hereinafter defined), is, or at any time within
      the one-year period immediately prior to the date in question
      was, the Beneficial Owner of five percent (5%) or more of the
      voting power of the outstanding Voting Stock (it being
      understood that for purposes of this Article 10, each share of
      the Voting Stock shall be entitled to the number of votes
      granted to it by law or pursuant to Article 4 of this Amended
      and Restated Certificate of Incorporation).

            (3)   A "Subsidiary" shall mean any corporation, of which a
      majority of its capital stock is directly or indirectly owned
      by the Corporation.

            (4)   The term "Beneficial Owner" shall have the meaning
      ascribed to such term by Rule 13d-3 promulgated by the Securities
      and Exchange Commission pursuant to the Securities Exchange Act
      of 1934.

            (5)   The terms "Affiliate" or "Associate" shall have the
      respective meanings ascribed to such terms in Rule 12b-2
      promulgated by the Securities and Exchange Commission pursuant
      to the Securities Exchange Act of 1934.

      D.    Any amendment, alteration, change or repeal of the provisions of
this Article 10 shall, in addition to any affirmative vote required by law or
otherwise, require the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of the Voting Stock (it being understood
that for purposes of this Article 10, each share of the Voting Stock shall be
entitled to the number of votes granted to it by law or pursuant to Article 4
of this Amended and Restated Certificate of Incorporation), unless such
amendment, alteration, change or repeal has previously been expressly
approved by the Board of Directors of the Corporation by the affirmative vote
or consent of at least sixty-six and two-thirds percent (66-2/3%) of the
Whole Board, in which case the stockholder vote required by this Section D of
Article 10 shall not apply.


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                                  ARTICLE 11
                                  ----------

      A.    Elimination of Certain Liability of Directors.  A director of the
            ---------------------------------------------
Corporation shall not be 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 Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.

      B.    Indemnification and Insurance.
            -----------------------------

            (1)   Right to Indemnification.  Each person who was or is made a
                  ------------------------
party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director,
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 or of a banking association, partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis for such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to such amendment),
against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in
connection herewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of his or her heirs, executors and administrators; provided,
however, that, except as provided in paragraph (2) hereof, the Corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Section shall be a contract
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expense incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan)
in advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately
be determined that such director or officer is not entitled to be indemnified
under this Section or otherwise. The Corporation may, by action of its Board
of Directors, make payments of expenses incurred in defending a proceeding in
advance of its final disposition to employees and agents of the Corporation
and persons who serve as directors, officers, employees or agents of another
corporation, or of a banking association, partnership, joint venture, trust
or other enterprise, including service with respect

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<PAGE> 8
to an employee benefit plan, subject to the requirements set forth in this
Section and upon such terms and conditions as the Board of Directors deems
appropriate.

            (2)   Right of Claimant to Bring Suit.  If a claim under
                  -------------------------------
paragraph (1) of this Section is not paid in full by the Corporation within
thirty days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim.  It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
undertaking, if any, is required, has been tendered to the Corporation) that
the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Corporation to indemnify
the claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation.  Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or the
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel or
the stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

            (3)   Non-Exclusivity of Rights.  The right to indemnification
                  -------------------------
and the payment of expenses incurred in defending a proceeding in advance of
its final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of this Amended and Restated Certificate of Incorporation, by-law,
agreement, vote of stockholders or disinterested directors or otherwise.

            (4)   Insurance.  The Corporation may maintain insurance, at its
                  ---------
expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, banking association, partnership,
joint venture, trust or other enterprise against any such expense, liability
or loss, whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the Delaware
General Corporation Law.

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<PAGE> 9

      IN WITNESS WHEREOF, Unified Holdings, Inc. has cause this Amended and
Restated Certificate of Incorporation to be signed by Timothy L. Ashburn, its
Chairman of the Board and Chief Executive Officer, and attested by Carol J.
Highsmith its Secretary, this 22nd day of September, 1997.


                                    UNIFIED HOLDINGS, INC.



                                    By: /s/ Timothy L. Ashburn
                                       -----------------------------------------
                                        Timothy L. Ashburn, Chairman
                                        of the Board and Chief Executive Officer

Attest:


/s/ Carol J. Highsmith
------------------------------------
Carol J. Highsmith, Secretary

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