Exhibit 3.3

                                                              [State of Delaware
                                                              Secretary of State
                                                        Division of Corporations
                                                        Filed 01:30pm 08/31/1995
                                                              950198740-2538924]

                          Certificate of Incorporation
                                       Of
                            Chem International, Inc.

                     PURSUANT TO SECTION 102 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE

         FIRST:   The name of the Corporation is Chem International, Inc.

         SECOND: The address of the Corporation's registered office in the State
of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County
of Kent, Delaware 19904. The name of its registered agent at such 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 corporations may be organized under the General Corporation
Law of the State of Delaware.

         FOURTH: The Corporation shall have authority to issue Twenty Five
Million Two Hundred Thirty Six Thousand Four Hundred Seventy Three (25,236,473)
shares of stock to be divided into 156,473 shares of Class A Preferred Stock,
80,000 shares of Class B Convertible Preferred Stock and 25,000,000 shares of
Common Stock, all with a par value of $.002 per share. The preferences,
privileges, restrictions and rights granted to or imposed on the respective
series of shares are as follows:

                  (a)      The Class A Preferred Stock shall be designated 8%
                           non-cumulative preferred, shall be non-voting stock,
                           shall be entitled to receive dividends in accordance
                           with the provisions of paragraph (b), shall have a
                           preference on liquidation in accordance with the
                           provisions in paragraph (c), and shall be redeemable
                           as provided in paragraph (d). The Class B Convertible
                           Preferred Stock shall be non-voting stock, shall not
                           pay dividends, shall have no preference or rights on
                           liquidation, but shall be convertible into common
                           shares as provided in paragraph (e) of this Article.

                  (b)      (1) The holders of shares of Class A Preferred Stock,
                           in  preference to the holders of shares of the Common
                           Stock and the holders of shares of Class B
                           Convertible  Preferred Stock,  shall be entitled to
                           receive  dividends,  out of any profits of the
                           Corporation, as and when declared by the Board of
                           Directors,  excluding the vote of any director who
                           is the holder of shares of Class A Preferred  Stock,
                           up to a total  aggregate  amount of $1,843,527 (the
                           "Aggregate  Class A Preferred  Stock Dividend
                           Preference").  The amount of each  dividend  to be
                           paid in  preference  to  dividends  payable  to the
                           holders of shares  of Common  Stock and the  holders
                           of  shares of Class B  Convertible  Preferred Stock,
                           shall be no greater  than (a) the  Aggregate  Class A
                           Preferred  Stock  Dividend Preference less (b) any
                           dividends  actually  previously paid to the holders
                           of shares of Class A Preferred  Stock. Such  declared
                           dividends  shall be payable  quarterly on the last
                           days of  January,  April,  July and  October,
                           respectively,  in each  year,  with respect to
                           dividends  declared by the Board of Directors  during
                           the calendar  quarterly period ending on the last day
                           of the preceding calendar month.

                           (2) In no event, so long as any shares of Class A
                           Preferred Stock are outstanding, shall any dividend,
                           whether in cash or property, be paid or declared, nor
                           shall any distribution be made, on any shares of
                           Common Stock or Class B Convertible Preferred Stock,
                           nor shall any shares of Common Stock or Class B
                           Convertible Preferred Stock be purchased, or
                           otherwise acquired for value by the Corporation,
                           unless and until all dividends on the shares of Class
                           A Preferred Stock of all series for the preceding and
                           current quarterly period shall have been paid or
                           declared and a sum sufficient for the payment thereof
                           shall be set apart. The foregoing provisions of this
                           subparagraph, however, shall not prohibit (a) a
                           dividend on shares of Common Stock payable in shares
                           of Common Stock, (b) the acquisition of Common Stock
                           in exchange for, or through application of the
                           proceeds of the sale of, Common Stock, or (c) the
                           conversion of any shares of Class B Convertible
                           Preferred Stock into Common Stock.

                           (3) Subject to the foregoing provisions of this
                           paragraph and to any further limitations prescribed
                           by the Board of Directors, the Board of Directors may
                           declare, out of any funds legally available therefor,
                           additional dividends, but such additional dividends
                           shall be made equally, share-for-share, to all
                           outstanding shares of Class A Preferred Stock and
                           Common Stock.

                  (d)      (1) In the event of any voluntary liquidation,
                           dissolution, or winding up of the affairs of the
                           Corporation, then, before any distribution or payment
                           shall be made to the holders of shares of Common
                           Stock, the holders of the Class A Preferred Stock
                           shall be entitled to be paid in full any unpaid
                           Aggregate Class A Preferred Stock Dividend Preference
                           plus the sum of $156,473 in accordance with the
                           provisions of paragraph (b) of this Article.

                           (2) If, on any liquidation, dissolution or winding up
                           of the affairs of the Corporation, payment shall have
                           been made in full to the holders of shares of Class A
                           Preferred Stock as provided in subparagraph (1)
                           above, the remaining assets and funds of the
                           Corporation shall be distributed equally to all
                           outstanding shares of Class A Preferred Stock and
                           Common Stock, share-for-share.

                           (3) Neither the consolidation or merger of the
                           Corporation, nor the lease or conveyance of all or
                           substantially all of its assets, shall be deemed a
                           liquidation, dissolution or winding up of the affairs
                           of the Corporation within the meaning of this
                           paragraph (c).

                  (d)      (1) After the Aggregate Class A Preferred Stock
                           Dividend Preference is paid to the holders of shares
                           of Class A Preferred Stock in full, the Class A
                           Preferred Stock may be redeemed, in whole or in part,
                           at the option of the Corporation, by the vote of its
                           Board of Directors, excluding the vote of any
                           Director who is a holder of Class A Preferred Stock,
                           by the payment of $1.00 per share to the holders of
                           the Class A Preferred Stock (the "Redemption Price")
                           upon the following additional conditions:

                                                     (A) If less than all of the
                                        shares of Class A Preferred Stock are to
                                        be redeemed, redemption shall be made in
                                        such amount and by such method, either
                                        by lot or pro rata, and subject to such
                                        provisions of convenience, as shall from
                                        time to time be determined by the Board
                                        of Directors.

                                                     (B) Notice of any proposed
                                        redemption shall be given by the
                                        Corporation by publication at least once
                                        each week for two successive calendar
                                        weeks (the first publication to be not
                                        less than 20 days nor more than 60 days
                                        prior to the redemption date) in at
                                        least one daily newspaper printed in the
                                        English language and published and of
                                        general circulation in the County of New
                                        York (in each instance upon any secular
                                        day of the week) stating such election
                                        on the part of the Corporation and that
                                        on the redemption date there will become
                                        due and payable upon each of the shares
                                        to be redeemed, at the place or places
                                        specified in such notice, the Redemption
                                        Price. A similar notice shall be mailed
                                        by the Corporation, postage prepaid, not
                                        less than 20 days nor more than 60 days,
                                        prior to the date fixed for redemption,
                                        to each holder of record of such Class A
                                        Preferred Stock to be redeemed at his
                                        address as the same shall appear upon
                                        the books of the Corporation. The
                                        failure to mail such notice as aforesaid
                                        shall not invalidate the redemption of
                                        such Class A Preferred Stock.

                                                     (C) If the Corporation
                                        shall deposit on or prior to the date
                                        fixed for the redemption of any of such
                                        Class A Preferred Stock, with one or
                                        more banks or trust companies, each
                                        having capital and surplus of at least
                                        $5,000,000 and doing business in the
                                        County of New York, as a trust fund for
                                        the benefit of the respective holders of
                                        such Class A Preferred Stock to be
                                        redeemed, sums sufficient to redeem such
                                        Class A Preferred Stock called for
                                        redemption with irrevocable instructions
                                        and authority to any one of such
                                        depositary banks or trust companies to
                                        publish, in the name of the Corporation,
                                        the notice of redemption thereof (or to
                                        complete such publications if
                                        theretofore commenced) and to pay on or
                                        after the date fixed for such
                                        redemption, to the respective holders of
                                        such Class A Preferred Stock, the
                                        Redemption Price thereof upon the
                                        surrender of the certificates
                                        representing the Class A Preferred Stock
                                        so called for redemption, then from and
                                        after the time of such deposit (although
                                        prior to the date fixed for redemption)
                                        such Class A Preferred Stock so called
                                        for redemption shall be deemed to be
                                        redeemed and dividends thereon shall
                                        cease to accrue after such date fixed
                                        for redemption, and such deposit shall
                                        be deemed to constitute full payment of
                                        such Class A Preferred Stock to the
                                        respective holders thereof, and such
                                        Class A Preferred Stock shall no longer
                                        be deemed to be outstanding, and the
                                        holders thereof shall cease to be
                                        shareholders with respect to such Class
                                        A Preferred Stock and shall have no
                                        rights with respect thereto, except only
                                        the right to receive from such bank or
                                        banks or trust company or companies
                                        payment of the Redemption Price of such
                                        Class A Preferred Stock without
                                        interest, upon surrender of the
                                        certificates representing the Class A
                                        Preferred Stock so called for
                                        redemption, and the right to exercise
                                        any existing conversion rights in
                                        accordance with the express terms of the
                                        Class A Preferred Stock so called for
                                        redemption. Any funds so deposited which
                                        are not required for the redemption of
                                        Class A Preferred Stock because of the
                                        conversion thereof shall forthwith be
                                        returned to the Corporation. Money so
                                        deposited and unclaimed at the end of
                                        six years shall be repaid to the
                                        Corporation and thereafter the holders
                                        of such Class A Preferred Stock called
                                        for redemption shall look only to the
                                        Corporation for payment.

                                                     (D) All shares of Class A
                                        Preferred Stock redeemed shall be
                                        retired and cancelled and none of such
                                        shares shall thereafter be reissued.

                  (e)      (1)      The holder of any shares of Class B
                           Convertible  Preferred  Stock shall,  upon delivery
                           to the Corporation  and/or the Corporation's transfer
                           agent of (A) his written notice  electing to convert
                           such shares to shares of Common  Stock, (B) $.002 for
                           every share of Common Stock being received  therefor,
                           and (C) the certificate or certificates for  such
                           shares  of  Class  B  Convertible  Preferred  Stock,
                           duly  endorsed  to  the Corporation,  be entitled to
                           receive 100 shares of Common  Stock for each share of
                           Class B  Convertible  Preferred  Stock, duly endorsed
                           to the  Corporation,  be  entitled to receive  100
                           shares of Common  Stock for each  share of Class B
                           Convertible  Preferred Stock so converted  on payment
                           of transfer  taxes if any, on the shares of Common
                           Stock to be issued in exchange for such shares of
                           Class B Convertible Preferred Stock.

                           (2) Provided, however, that the number of shares of
                           Common Stock to be issued as provided in subparagraph
                           1 of this paragraph (e) shall be adjusted to take
                           into account any and all increases or reductions in
                           the number of outstanding shares of Common Stock
                           which have accrued since the date of the first
                           issuance of the Class B Convertible Preferred Stock
                           by reason of a split, share dividend, merger,
                           consolidation, or other capital change of
                           reorganization affecting the number of outstanding
                           common shares so as fairly and equitably to preserve
                           so far as reasonably possible the original conversion
                           rights of the Class B Convertible Preferred Stock,
                           and provided further that when such adjustment is
                           required no notice of redemption shall be given until
                           such amendment and adjustment shall have been
                           accomplished.

                           (3) When required for a complete conversion of the
                           Class B Convertible Preferred Stock, the Corporation
                           shall issue fractional shares, or scrip or other
                           certificates evidencing such fractional shares,
                           calculated to the nearest 1/100th of a share,
                           fractions of less than 1/100th of a share being
                           disregarded, on such terms and subject to such
                           conditions as may be fixed by the Board of Directors;
                           provided, however, that fractional shares shall have
                           no voting rights in the Corporation.

                           (4) The shares of Class B Convertible Preferred Stock
                           so converted shall not be reissued and shall cease to
                           be part of the authorized shares of the Corporation.

                           (5) The Corporation shall at all times reserve and
                           keep available out of its authorized but unissued
                           Common Stock solely for the purpose of effecting
                           conversion of its Class B Convertible Preferred Stock
                           the full number of shares of Common Stock deliverable
                           on conversion of all preferred shares from time to
                           time outstanding and shall obtain and keep in force
                           such permits as may be required in order to enable it
                           lawfully to issue and deliver such number of common
                           shares.

                  (f)      Except as otherwise provided in this paragraph (f) or
                           by law, the holders of the shares of Common Stock
                           shall have exclusive right to notice of and to vote
                           at shareholders' meetings, and the holders of the
                           preferred shares of any series shall not have such
                           rights and powers.

                  (g)      (1) While any preferred shares of any series are
                           outstanding, the Corporation, without first obtaining
                           the consent, either expressed in writing or by
                           affirmative vote at a meeting called for that
                           purpose, of the holders of at least two-thirds of the
                           total number of shares of all series of preferred
                           shares then outstanding, as a class shall not:
                                                              (A) Change, amend,
                                            or repeal any of the provisions
                                            applicable to the preferred shares
                                            which would adversely affect the
                                            preferences, voting power or other
                                            rights of the preferred shares. In
                                            case any series of the preferred
                                            shares at the time outstanding would
                                            be so affected in a different manner
                                            than any other series of the
                                            preferred shares then outstanding by
                                            any such action, such series so
                                            affected shall be entitled to vote
                                            as a series, and the Corporation
                                            shall not take such action without
                                            the consent or affirmative vote, as
                                            above provided, of at least
                                            two-thirds of the total number of
                                            shares of such series then
                                            outstanding, in addition to or as a
                                            specific part of the consent or
                                            affirmative vote hereinabove
                                            otherwise required;

                                                              (B) Increase the
                                            presently authorized number of
                                            shares of preferred shares, or
                                            authorize any stock (or any security
                                            convertible into such stock) ranking
                                            on a parity with the preferred
                                            shares; provided, however, that the
                                            foregoing shall not be deemed or
                                            construed to limit the right of the
                                            Corporation to authorize a new
                                            series of preferred shares for the
                                            purpose of redeeming or retiring all
                                            of the outstanding shares of another
                                            series of preferred shares;

                                                              (C) Authorize any
                                            stock (or any security convertible
                                            into such stock) ranking prior to
                                            the preferred shares; provided,
                                            however, that the foregoing shall
                                            not be deemed or construed to limit
                                            the right of the Corporation to
                                            authorize any stock of any class
                                            having preference or priority over
                                            the preferred shares, for the
                                            purpose of redeeming or retiring all
                                            of the shares of all series of
                                            preferred shares at the time
                                            outstanding;

                                                              (D) Consolidate or
                                            merge with or into any other
                                            corporation except a wholly owned
                                            subsidiary having no funded debt or
                                            preference stock outstanding in
                                            hands of the public, or sell or
                                            lease all, or substantially all, of
                                            its property or assets;

                                                              (E) Issue any
                                            additional shares of preferred
                                            shares of the initial series or any
                                            other series, in excess of the
                                            maximum number of shares of
                                            preferred shares initially
                                            authorized to be issued or issue any
                                            stock (or any security convertible
                                            into such stock) on a parity with or
                                            ranking prior to the preferred
                                            shares.

                  (h)      Preferred shares shall be issued as fully paid,
                           nonassessable shares and not otherwise. This
                           paragraph may not be amended to provide for
                           assessment of preferred shares or of any one or more,
                           but less than all, series of preferred shares, except
                           on the prior approval, by vote or written consent, of
                           the holders of 100% of the outstanding preferred
                           shares, or of the outstanding preferred shares of the
                           series sought to be assessed, as the case may be.

         FIFTH: The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of the Article FOURTH, to provide for the
issuance of the shares of preferred stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish from time
to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.

         The authority of the Board with respect to each series shall include,
but not be limited to, determination of the following:

                  (a)      The number of shares constituting that series and the
                           distinctive designation of that series;

                  (b)      The dividend rate on the shares of that series,
                           whether dividends shall be cumulative, and, if so,
                           from which date or dates, and the relative rights or
                           priority, if any, of payment of dividends on shares
                           of that series;

                  (c)      Whether that series shall have voting rights, in
                           addition to the voting rights provided by law, and,
                           if so, the term of such voting rights;

                  (d)      Whether that series shall have conversion privileges,
                           and, if so, the terms and conditions of such
                           conversion, including provision for adjustment of the
                           conversion rate in such events as the Board or
                           Directors shall determine;

                  (e)      Whether or not the shares of that series shall be
                           redeemable, and, if so, the terms and conditions of
                           such redemption, including the date or date upon or
                           after which they shall be redeemable, and the amount
                           per share payable in case of redemption, which amount
                           may vary under different conditions and at different
                           redemption dates;

                  (f)      Whether that series shall have a sinking fund for the
                           redemption or purchase of shares of that series, and,
                           if so, the terms and amount of such sinking fund;

                  (g)      The rights of the shares of that series in the event
                           of voluntary or involuntary liquidation, dissolution
                           or winding up of the corporation, and the relative
                           rights of priority, if any, of payment of shares of
                           that series;
                  (h)      Any other relative rights, preferences and
                           limitations of that series.

         Dividends on outstanding shares of preferred stock shall be paid or
declared an set apart for payment before any dividends shall be paid or declared
and set apart for payment on the common shares with respect to the same dividend
period.

         If upon any voluntary or involuntary liquidation, dissolution or
winding up of the corporation, the assets available for distribution to holders
of shares of preferred stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of preferred
stock in accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.

         SIXTH:  The name and mailing address of the incorporator is as follows:

                           Name                               Mailing

                           Michael J. Nita          Shanley & Fisher, P.C.
                                                    131 Madison Avenue
                                                    Morristown, New Jersey 07962

         SEVENTH: The Board of Directors is expressly authorized to adopt, amend
or repeal the By-laws of the Corporation; provided, however, that any By-law
adopted by the Board of Directors may be amended or repealed by action of the
stockholders.

         EIGHTH: No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this provision shall not be deemed
to eliminate or limit the personal liability of a director (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.

         NINTH: All corporate officers, directors, employees and agents shall be
indemnified to the full extent provided under The General Corporation Law of the
State of Delaware. Such indemnification may be funded through insurance or
otherwise as authorized by the Board of Directors.


         THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, makes this certificate, hereby declaring and certifying that
it is his act and deed and that the facts herein stated are true, and
accordingly has hereunto set his hand this 20th day of August, 1995.




                                                     /s/ Michael J. Nita
                                                     Michael J. Nita


<PAGE>


598847-1
                                                      [State of Delaware
                                                      Secretary of State
                                                      Division of Corporations
                                                      Filed 11:00 am  02/02/1996
                                                      960032221-2538924]


                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                CHEM INTERNATIONAL, INC., A NEW YORK CORPORATION,
                                      INTO
                CHEM INTERNATIONAL, INC., A DELAWARE CORPPRATION
        (PURSUANT TO SECTION 253 OF THE DELAWARE GENERAL CORPORATION LAW)

         CHEM  INTERNATIONAL,  INC., a corporation  organized and existing under
the laws of the State of New York ("New York Parent")

         DOES HEREBY CERTIFY:

         FIRST: That New York Parent was incorporated on the 17th day of March,
1980, pursuant to the Business Corporation Law of the State of New York, the
provisions of which permit the merger of a parent corporation organized and
existing under the laws of the said State into a subsidiary corporation
organized and existing under the laws of said State.

         SECOND: That New York Parent owns at least ninety percent (90%) of the
outstanding shares of the Capital Stock, $.002 par value per share of Chem
International, Inc., a corporation incorporated pursuant to the General
Corporation laws of the State of Delaware, and having no class of stock
outstanding other than said capital stock.

         THIRD: That New York Parent, by the following resolution of its Board
of Directors, duly adopted by the unanimous written consent of the members
thereof, filed with the minutes of the Board, and was approved by the
Shareholders of New York Parent, pursuant to Section 903 of the New York
Business Corporation Law on December 1, 1995, determined to, and effective upon
the date set forth in this Certificate of Ownership and Merger with the
Secretary of State of the State of Delaware does, merge itself into Subsidiary:

         WHEREAS, this Corporation is the legal and beneficial owner of at least
ninety percent (90%) of the outstanding shares of capital stock, $.002 par value
per share ("Delaware Subsidiary Stock"), of Chem International, Inc., a Delaware
corporation; and

         WHEREAS, said Delaware Subsidiary Stock is the only issued and
outstanding class of stock of Delaware Subsidiary; and

         WHEREAS, this Corporation desires to merge itself into Delaware
Subsidiary pursuant to the provisions of Section 253 of the Delaware General
Corporation Law;

         NOW, THEREFORE, BE IT RESOLVED, that effective upon the filing of an
appropriate Certificate of Ownership and Merger embodying these resolutions with
the Secretary of State of Delaware (but subject to the approval of the sole
stockholder of this Corporation) this Corporation merge and it hereby does merge
itself into Delaware Subsidiary, which will assume all of the obligations of
this Corporation; and

         RESOLVED, that the proposed merger be submitted to the sole stockholder
of New York Parent and that upon receiving the unanimous written consent of such
stockholder the proposed merger shall be approved; and

         RESOLVED, that the surviving corporation shall issue stock of the
surviving corporation pro rata to the holders of stock of New York Parent on the
surrender of any certificate therefor; and

         RESOLVED, that Delaware Subsidiary, as the surviving corporation in the
merger, shall notify each stockholder of record of Delaware Subsidiary within
ten days after the effective date of the merger that the merger has become
effective; and

         RESOLVED, that the President or any Vice President of New York Parent
be and each hereby is authorized to make and execute, and the Secretary or any
Assistant Secretary be and each hereby is authorized to attest, a Certificate of
Ownership and Merger setting forth a copy of these resolutions providing for the
merger of New York Parent into Delaware Subsidiary, and the date of adoption
hereof, and to cause the same to be filed with the Secretary of State and a
certified copy recorded in the office of the Recorder of Deeds of New Castle
County and to do all acts and things, whatsoever, whether within or without the
State of Delaware, which may be in any way necessary or appropriate to effect
said merger.

         FOURTH: That the merger has been approved by more than two-thirds of
the holders of all of the outstanding stock of New York Parent entitled to vote
thereon at a meeting of shareholders held December 1, 1995.

         IN WITNESS WHEREOF, Delaware Subsidiary has caused this Certificate to
be signed by E. Gerald Kay, its President, and attested by Eleanor DiMartino,
its Secretary, this 29th day of December, 1995.

                                                     CHEM INTERNATIONAL, INC.
                                                     a New York Corporation

                                                     By: /s/ E. Gerald Kay
                                                     E. Gerald Kay, President
ATTEST:

By:      /s/ Eleanor DiMartino
         Eleanor DiMartino, Secretary


<PAGE>


                                                       [State of Delaware
                                                       Secretary of State
                                                       Filed 09:00am  07/02/1996
                                                       960194597-2538924]

                            CERTIFICATE OF RETIREMENT

                                       OF

                            CHEM INTERNATIONAL, INC.

         Chem International,  Inc., a corporation  organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows;

         FIRST: On February 5, 1996, the Corporation converted eighty thousand
         (80,000) shares of Class B Convertible Preferred Stock, $.002 par value
         per share (the "Class B Preferred Stock") into eight million
         (8,000,000) shares of the Corporation's Common Stock, $.002 par value
         per share.

         SECOND: The Certificate of Incorporation of the Corporation provide
         that the shares of the Class B Preferred Stock so converted shall not
         be reissued and shall cease to be part of the authorized shares of
         stock of the Corporation.

         THIRD: Pursuant to the provisions of Section 243 of the General
         Corporation Law of the State of Delaware, upon the effective date of
         the filing of this Certificate, Article FOURTH of the Certificate of
         Incorporation of the Corporation shall be amended so as to effect a
         reduction in the authorized shares of the Corporation by elimination
         therefrom of all references to Class B Preferred Stock and as a
         consequence thereof to reduce the presently authorized shares of the
         Corporation from 25,236,473 shares of stock to 25,156,473 shares of
         stock to be divided into 156,473 shares of Class A Preferred Stock and
         25,000,000 shares of Common Stock, all with a par value of $.002 per
         share.


         IN WITNESS WHEREOF, Chem International, Inc. has caused this
Certificate to be signed by E. Gerald Kay, its duly elected and acting
President, on the 27th day of June 1996.

                                                     Chem International, Inc.

                                                     By: /s/ E. Gerald Kay
                                                     E. Gerald Kay, President


<PAGE>


                                                       [State of Delaware
                                                       Secretary of State
                                                       Division of Corporations
                                                       Filed 09:01am  07/02/1996
                                                       960194598-2538924]



                            CERTIFICATE OF RETIREMENT

                                       OF

                            CHEM INTERNATIONAL, INC.

         Chem International,  Inc., a corporation  organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:

         FIRST: On June 27, 1996, the Corporation redeemed 156,473 shares of
         Class A Preferred Stock, $.002 par value per share (the "Class A
         Preferred Stock").

         SECOND: The Certificate of Incorporation of the Corporation provides
         that the shares of Class A Preferred Stock as redeemed shall be retired
         and cancelled and none of such shares shall thereafter be reissued.

         THIRD: Pursuant to the provisions of Section 243 of the General
         Corporation Law of the State of Delaware, upon the effective date of
         the filing of this Certificate, Article FOURTH of the Certificate of
         Incorporation of the Corporation shall be amended so as to effect a
         reduction in the authorized shares of the Corporation by elimination
         therefrom of all references to Class A Preferred Stock and as a
         consequence thereof to reduce the presently authorized shares of the
         Corporation from 25,156,473 shares of stock to 25,000,000 share of
         Common Stock, all with a par value of $.002 per share.


         IN WITNESS WHEREOF, Chem International, Inc. has caused this
Certificate to be signed by E. Gerald Kay, its duly elected and acting
President, on the 27th day of June 1996.

                                                     Chem International, Inc.

                                                     /s/ E. Gerald Kay
                                                     E. Gerald Kay, President


<PAGE>


                                                      [State of Delaware
                                                      Secretary of State
                                                      Division of Corporations
                                                      Filed 09:02 am  07/02/1996
                                                      960194602-2538924]

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            CHEM INTERNATIONAL, INC.

         CHEM  INTERNATIONAL,  INC.,  a  corporation  organized  and  existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

         FIRST: That at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted, subject to approval by the stockholders of the
Corporation, authorizing the following amendment (the "Amendment") of the
Certificate of Incorporation of the Corporation:

                  RESOLVED, that Article FOURTH of the Certificate of
                  Incorporation of Chem International, Inc. is hereby amended to
                  read in its entirety as follow:

                  FOURTH:  The  Corporation  shall have authority to issue
                  6,250,000  shares of common stock,  all with a par value of
                  $.002 per share.

                           Effective at 11:58 p.m. (the "Effective Time") on the
                  date of filing of a Certificate of Amendment with the
                  Secretary of State of the State of Delaware setting forth this
                  Amendment (the "Effective Date"), each four (4) shares of
                  authorized Common Stock issued and outstanding or held in the
                  treasury of the Corporation immediately prior to the Effective
                  Time shall automatically be reclassified and changed into one
                  (1) validly issued, fully paid and nonassessable share of
                  Common Stock (a "New Share"). Each holder of record of shares
                  of Common Stock so reclassified and changed shall at the
                  Effective Time automatically become the record owner of the
                  number of New Shares as shall result from such
                  reclassification and change. Each such record holder shall be
                  entitled to receive, upon the surrender of the certificate or
                  certificates representing the shares of Common Stock so
                  reclassified and changed at the office of the transfer agent
                  of the Corporation in such form and accompanied by such
                  documents, if any, as may be prescribed by the transfer agent
                  of the Corporation, a new certificate or certificates
                  representing the number of New Shares of which he or she is
                  the record owner after giving effect to the provisions of this
                  Article FOURTH. The Corporation shall not issue fractional New
                  Shares. Each stockholder entitled to receive a fractional New
                  Share shall receive, in lieu thereof, a whole New Share.

         SECOND: That thereafter, pursuant to a resolution of the stockholders
of the Corporation adopted by written consent of the stockholders of the
Corporation, and upon written notice to stockholders, in accordance with Section
228 of the General Corporation Law of the State of Delaware, the necessary
number of shares as required by statute were voted in favor of the Amendment.
         THIRD: That the Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by E. Gerald Kay, its President, this 27th day of June, 1996.



                                                     Chem International, Inc.

                                                     /s/ E. Gerald Kay
                                                     E. Gerald Kay, President




<PAGE>


                                                       [State of Delaware
                                                       Secretary of State
                                                       Division of Corporations
                                                       Filed 09:03 am 07/02/1996
                                                       960194604-2538924]

                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            CHEM INTERNATIONAL, INC.

                     PURSUANT TO SECTION 245 OF THE GENERAL

                    CORPORATION LAW OF THE STATE OF DELAWARE

CHEM  INTERNATIONAL,  INC., a corporation  organized and existing  under the
laws of the State of Delaware,  hereby certifies as follows:

         1. The name of the Corporation is CHEM INTERNATIONAL, INC. The
Corporation was originally incorporated under the same name, and the original
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware on August 31, 1995.
         2. Pursuant to Sections 242 and 245 of the General Corporation Law of
the State of Delaware, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of Incorporation
of the Corporation.
         3. The text of the Certificate of Incorporation as heretofore amended,
is hereby restated and further amended, is hereby restated and further amended
to read in its entirety as follows:
         FIRST:  The name of the Corporation is Chem International, Inc.
         SECOND: The address of the Corporation's registered office in the State
         of Delaware is 1013 Centre Road, Wilmington, County of New Castle, DE
         19805. The name of its registered agent at such 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 corporations may be organized under the General
         Corporation Law of the State of Delaware.

         FOURTH: The Corporation shall have authority to issue 26,000,000 shares
         of stock to be divided into 25,000,000 shares of Common Stock, with a
         par value of $.002 per share, and 1,000,000 shares of Preferred Stock,
         with a par value of $.002 per share, that may be issued by the Board of
         Directors pursuant to the provisions of Article FIFTH below.

         FIFTH: The Board of Directors is authorized, subject to limitations
         prescribed by law and the provisions of the Article FOURTH, to provide
         for the issuance of the shares of Preferred Stock in one or more
         classes or series, and by filing a certificate pursuant to the
         applicable law of the State of Delaware, to establish from time to time
         the number of shares to be included in each such class or series, and
         to fix the designation, powers, preferences and rights of the shares of
         each such class or series and the qualifications, limitations or
         restrictions thereof.

                  The authority of the Board with respect to each class or
         series shall include, but not limited to, determination of the
         following:

         (a)      The number of shares constituting that class or series and the
                  distinctive designation of that class or series;

         (b)      The dividend rate on the shares of that class or series,
                  whether dividends shall be cumulative, and, if so, from which
                  date or dates, and the relative rights of priority, if any, of
                  payment of dividends on shares of that class or series;

         (c)      Whether that class or series shall have voting rights, in
                  addition to the voting rights provided by law, and if so, the
                  terms of such voting rights;

         (d)      Whether that class or series shall have conversion privileges,
                  and, if so, the terms and conditions of such conversion,
                  including provision for adjustment of the conversion rate in
                  such events as the Board of Directors shall determine;

         (e)      Whether or not the shares of that class or series shall be
                  redeemable, and, if so, the terms and conditions of such
                  redemption, including the date or date upon or after which
                  they shall be redeemable, and the amount per share payable in
                  case of redemption, which amount may vary under different
                  conditions and at different redemption dates;

         (f)      Whether that class or series shall have a sinking fund for the
                  redemption or purchase of shares of that class or series, and,
                  if so, the terms and amount of such sinking fund;

         (g)      The rights of shares of that class or series in the event of
                  voluntary or involuntary liquidation, dissolution or winding
                  up of the Corporation, and the relative rights of priority, if
                  any, of payment of shares of that class or series;

         (h)      Any other relative rights, preferences and limitations of that
                  class or series.

         SIXTH: The Board of Directors is expressly authorized to adopt, amend
         or repeal the By-laws of the Corporation; provided, however, that any
         By-laws adopted, amended or repealed by the Board of Directors may be
         amended or repealed by action of the stockholders.

         SEVENTH: No director of the Corporation shall be personally liable to
         the Corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director; provided, however, that this provision
         shall not be deemed to eliminate or limit the personal liability of a
         director (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.

         EIGHTH: All corporate officers, directors, employees and agents shall
         be indemnified to the full extent provided under The General
         Corporation Law of the State of Delaware. Such indemnification may be
         funded through insurance or otherwise as authorized by the Board of
         Director.


         IN WITNESS WHEREOF, the Corporation has caused this certificates to be
signed by E. Gerald Kay, its president, this 27th day of June, 1996.

                                                       CHEM INTERNATIONAL, INC.
                                                       By: /s/ E. Gerald Kay
                                                       E. Gerald Kay, President


<PAGE>



20
598927-1

598927-1
                                                       [State of Delaware
                                                       Secretary of State
                                                       Division of Corporations
                                                       Filed 09:00 am 12/19/2000
                                                       001636602-2538924]


                          CERTIFICATE OF AMENDMENT OF

                    RESTATED CERTIFICATE OF INCORPORATION OF

                            CHEM INTERNATIONAL, INC.


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

         FIRST: That the Board of Directors of said Corporation at a meeting
lawfully convened on October 1, 2000 adopted resolutions proposing and declaring
advisable the following Amendment to the Restated Certificate of Incorporation
of said Corporation:
         RESOLVED, that the Restated Certificate of Incorporation of the
Corporation be amended by changing Article FIRST to read as follows:

         "The name of the  Corporation is Integrated Health Technologies, Inc."
         FURTHER RESOLVED, that the officers of the Corporation be, and they
hereby are, authorized, directed and empowered to prepare and file in the name
of and on behalf of the Corporation any and all notices, forms and applications
with the appropriate governing authorities.

         SECOND: That at a meeting of the Corporation's shareholders held on
November 22, 2000, the shareholders approved and adopted said Amendment in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
         THIRD: That the aforementioned Amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.





         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
duly executed on the 5th day of December, 2000.
                                                        CHEM INTERNATIONAL, INC.
                                                        By: /s/ Seymour Flug
                                                        Seymour Flug, President


<PAGE>


                                                       [State of Delaware
                                                       Secretary of State
                                                       Division of Corporations
                                                       Filed 01:00 pm 01/29/2003
                                                       030060107-2538924]

                                STATE OF DELAWARE

                          CERTIFICATE OF AMENDMENT OF

                          CERTIFICATE OF INCORPORATION


         FIRST: That at a meeting of the Board of Directors of Integrated Health
Technologies, Inc., resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. This resolution setting forth the
proposed amendment is as follows:
         RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing Article thereof numbered " First" so that, as amended, said
Article shall be and read as follows:

         "The name of the Corporation is Integrated BioPharma, Inc."
         SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
         Third: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
         Fourth: That the capital of said corporation shall not be reduced under
or by reason of said amendment.
                                                   By: /s/ Seymour Flug
                                                   (Authorized Officer)
                                                   NAME: Seymour Flug, President
                           (Type or Print)