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                             STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE         PAGE 1

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

    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 CERTIFICATE OF 
DESIGNATION OF "CRONUS INDUSTRIES, INC.", FILED IN THIS OFFICE ON THE 
TWENTY-SEVENTH DAY OF JANUARY, A.D. 1988, AT 9 O'CLOCK A.M.










                                 /s/ Edward J. Freel
                           -----------------------------------------
                            EDWARD J. FREEL, SECRETARY OF STATE
               [SEAL]
0828493 8100                AUTHENTICATION:                8739626

                                      DATE:
971374864                                                 11-04-97


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                                CERTIFICATE OF DESIGNATION

                                               of

                         SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                               of

                                     Cronus Industries, Inc.

                                 (Pursuant to Section 151 of the
                                 Delaware General Corporation Law)

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

    Cronus Industries, Inc., a corporation organized and existing under the 
General Corporation Law of the State of Delaware (the "Corporation"), hereby 
certifies that the following resolution was adopted by the Board of Directors 
of the Corporation as required by Section 151 of the General Corporation Law 
at a meeting duly called and held on January 22, 1988:

    RESOLVED, that pursuant to the authority granted to and vested in the 
Board of Directors of this Corporation (the "Board of Directors" or the 
"Board") in accordance with the provisions of the Certificate of 
Incorporation, the Board of Directors hereby creates a series of Preferred 
Stock, par value $10 per share (the "Preferred Stock"), of the Corporation 
and hereby states the designation and number of shares, and fixes the 
relative rights, preferences, and limitations thereof as follows:

    Series A Junior Participating Preferred Stock:

1.  DESIGNATION AND AMOUNT. The shares of such series shall be designated as 
"Series A Junior Participating Preferred Stock" (the "Series A Preferred 
Stock") and the number of shares constituting the Series A Preferred Stock 
shall be 100,000. Such number of shares may be increased or decreased by 
resolution of the Board of Directors; PROVIDED, that no decrease shall reduce 
the number of shares of Series A

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Preferred Stock to a number less than the number of shares then outstanding 
plus the number of shares reserved for issuance upon the exercise of 
outstanding options, rights, or warrants or upon the conversion of any 
outstanding securities issued by the Corporation convertible into Series A 
Preferred Stock.

2.  DIVIDENDS AND DISTRIBUTIONS.

         (a)  Subject to the rights of the holders of any shares of any 
    series of Preferred Stock (or any similar stock) ranking prior and 
    superior to the Series A Preferred Stock with respect to dividends, the 
    holders of shares of Series A Preferred Stock, in preference to the 
    holders of Common Stock, par value $0.10 per share (the "Common Stock"), 
    of the Corporation, and of any other junior stock, shall be entitled to 
    receive, when, as, and if declared by the Board of Directors out of funds 
    legally available for the purpose, 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 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. If the 
    Corporation at any time declares or pays any dividend on the Common Stock 
    payable in shares of Common Stock, or effects a subdivision or 
    combination or consolidation of the outstanding shares of Common stock 
    (by reclassification or otherwise than by payment of a dividend in shares 
    of Common Stock) into a greater or lesser number of shares of Common 
    Stock, then in each such case the amount to which holders of shares of 
    Series A Preferred Stock were entitled immediately before such event 
    under clause (b) of the preceding sentence 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 before such event.

         (b)  The Corporation shall declare a dividend or distribution on the 
    Series A Preferred Stock as provided in paragraph (a) of this Section 
    immediately after it declares a dividend or distribution on the Common 
    Stock (other than a dividend payable in shares of Common Stock). The 
    Board of Directors may fix a record date for the determination of holders 
    of shares of Series A Preferred Stock entitled to receive payment of a 
    dividend or distribution declared thereon, which record date shall be not 
    more than 60 days before the date fixed for the payment thereof.

                                        -2-


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1. VOTING RIGHTS. The holders of shares of Series A Preferred Stock shall 
have the following voting rights:


    (a)    Subject to the provisions for adjustment hereinafter set 
   forth, each share of Series A Preferred Stock shall entitle the holder 
   thereof to 100 votes on all matters submitted to a vote of the 
   shareholders of the Corporation. If the Corporation at any time declares 
   or pays any dividend on the Common Stock payable in shares of Common 
   Stock, or effects a subdivision or combination or consolidation of the 
   outstanding shares of Common Stock (by reclassification or otherwise 
   than by payment of a dividend in shares of Common Stock) into a greater 
   or lesser number of shares of Common Stock, then in each such case the 
   number of votes per share to which holders of shares of Series A 
   Preferred Stock were entitled immediately before such event shall be 
   adjusted by multiplying such 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 before such event.
   
       (b)    Except as otherwise provided herein, in any other Certificate
   of Designation creating a series of Preferred Stock or any similar stock, 
   or by law, the holders of shares of Series A Preferred Stock and the holders
   of shares of Common Stock and any other capital stock of the Corporation 
   having general voting rights shall vote together as one class on all matters
   submitted to a vote of shareholders of the Corporation.

       (c)    Except as set forth herein, holders of Series A Preferred Stock
  shall have no voting rights.



4. CERTAIN RESTRICTIONS.

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

         (i)  declare or pay dividends, or make any other 
     distributions, on any shares of stock ranking junior (either as to 
     dividends or upon liquidation, dissolution, or winding up) to the 
     Series A Preferred Stock;

                                        -3-


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         (ii)   declare or pay dividends, or make any other distributions,
     on any shares or stock ranking in parity (either as to dividends or 
     upon liquidation, dissolution, or winding up) with the Series A 
     Preferred Stock, except dividends paid ratably on the Series A Preferred 
     Stock 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 (either as to dividends or upon 
     liquidation, dissolution, or winding up) to the Series A Preferred Stock,
     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 stock of the Corporation ranking junior (either as to dividends or
     upon dissolution, liquidation, or winding up) to the Series A Preferred 
     Stock; or

         (iv)    redeem or purchase or otherwise acquire for consideration any 
     shares of Series A Preferred Stock, or any shares of stock ranking in 
     parity with the Series A Preferred Stock, 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 annual dividend rates and 
     other relative rights and preferences of the series and classes, shall 
     determine in good faith will result in fair and equitable treatment among
     the series of classes.

      (b)  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 (a) of 
   this Section 4, purchase or otherwise acquire such shares at such time 
   and in such manner.


5. REACQUIRED SHARES.  Any shares of Series A Preferred Stock purchased or 
otherwise acquired by the Corporation in any manner whatsoever shall be 
retired and canceled promptly after the acquisition thereof. All such shares 
shall upon their cancellation become authorized but unissued shares of 
Preferred Stock and may be reissued as part of a new series of Preferred 
Stock subject to the conditions and restrictions on issuance set forth 
herein, in the Certificate of Incorporation, in any other Certificate of 
Designations creating a series of Preferred Stock or any similar stock, or as 
otherwise required by law.

                                -4-




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6.  LIQUIDATION, DISSOLUTION OR WINDING UP. ??? liquidation, dissolution, or 
winding up of the Corporation, no distribution shall be made (a) to the 
holders of shares of stock ranking junior (either as to dividends or upon 
liquidation, dissolution, or winding up) to the Series A Preferred Stock 
unless, prior thereto, the holders of shares of Series A Preferred Stock 
shall have received $100 per share, plus an amount equal to accrued and 
unpaid dividends and distributions thereon, whether or not declared, to the 
date of such payment, provided the the holders of shares of Series A 
Preferred Stock shall be entitled to receive an aggregate amount per share, 
subject to the provision for adjustment hereinafter set forth, equal to 100 
times the aggregate amount to be distributed per share to holders of shares 
of Common Stock, or (b) to the holders of shares of stock ranking in parity 
(either as to dividends or upon liquidation, dissolution, or winding up) with 
the Series A Preferred Stock, except distributions made ratably on the Series 
A Preferred Stock and all such parity stock in proportion to the total 
amounts to which the holders of all such shares are entitled upon such 
liquidation, distribution, or winding up. If the Corporation at any time 
declares or pays any dividend on the Common Stock payable in shares of Common 
Stock, or effects a subdivision or combination or consolidation of the 
outstanding shares of Common Stock (by reclassification or otherwise than by 
payment of a dividend in shares of Common Stock) into a greater or lesser 
number of shares of Common Stock, then in each such case the aggregate amount 
to which holders of shares of Series A Preferred Stock were entitled 
immediately before such event under the proviso in clause (a) of the 
preceding sentence 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 before such event.

7.  CONSOLIDATION, MERGER, ETC. If the Corporation enters 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, or any other property, then in any such case each share of Series A 
Preferred Stock shall at the same time be similarly exchanged or changed into 
an amount per share, subject to the provision for adjustment hereinafter set 
forth, equal to 100 times the aggregate amount of stock, securities, cash, 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. If the Corporation 
at any time declares or pays any dividend on the Common Stock payable in 
shares of Common Stock, or effects a subdivision or combination or 
consolidation of the outstanding shares of Common Stock (by reclassification 
or otherwise than by payment of a dividend in shares of Common

                                      -5-

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Stock) 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 shares of Series A Preferred Stock 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 before such 
event.

8.  REDEMPTION. The shares of Series A Preferred Stock shall not be 
redeemable.

9.  RANK.  The Series A Preferred Stock shall rank, with respect to the 
payment of dividends and the distribution of assets, junior to all series of 
any other class of the Corporation's Preferred Stock.

10. AMENDMENT.  The Certificate of Incorporation of the Corporation shall not 
be amended in any manner that would materially alter or change the powers, 
preferences, or special rights of the Series A Preferred Stock to as to 
affect them adversely without the affirmative vote of the holders of at least 
a majority of the outstanding shares of Series A Preferred Stock, voting 
together as a single series.

    IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf 
of the Corporation by its Chairman of the Board and attested by its Secretary 
this 25th day of January, 1988.

                             CRONUS INDUSTRIES, INC.

                             By: /s/ C.A. Rundell, Jr.
                                 ---------------------------------
                                 C.A. Rundell, Jr.
                                 Chairman of the Board

[SEAL]

Attest:

/s/ John K. Sterling
---------------------------------
John K. Sterling, Secretary