AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               ENVIROMETRICS, INC.

Original  Certificate of Incorporation  filed with the Secretary of State on May
10, 1991, such Certificate having been amended by First Amendment to Certificate
of  Incorporation  filed with the  Secretary of State on January 28,  1992,  and
having been further amended by Second  Amendment to Certificate of Incorporation
filed with the Secretary of State on September  24, 1993.  Such  Certificate  is
being  further  amended and  restated,  inter alia,  providing  for the right of
directors to issued preferred stock,  providing for no preemptive  rights to the
stockholders  and providing  for no  cumulative  voting rights and other general
provisions.

This Amended and Restated  Certificate of Incorporation of  Envirometrics,  Inc.
was duly  adopted  by the  directors  and  shareholders  of the  corporation  in
accordance  with the provisions of Sections 242 and 245 of the Delaware  General
Corporation  Law, and  restates,  integrates  and amends the  provisions  of the
corporation'  s  Certificate   of   Incorporation   as  heretofore   amended  or
supplemented.  The adoption of this Restated  Certificate of Incorporation  does
not  result  in any  reduction  in the  aggregate  amount  of the  corporation's
capital.  The  undersigned  officers of the  Corporation  hereby certify and set
forth as follows:

     FIRST:   The  name  of  the   Corporation  is   Envirometrics,   Inc.  (the
     "Corporation").

     SECOND:  The address,  including  street,  number,  city and county, of the
     registered office of the Corporation in the State of Delaware is One Rodney
     Square,  10th Floor,  Tenth and King  Streets,  in the City of  Wilmington,
     County  of New  Castle,  19801.  The  name of the  registered  agent of the
     corporation in the State of Delaware at such address is RL&F Service Corp.

     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  aggregate  number  of  shares  of  capital  stock  which  the
     Corporation  shall  have  authority  to issue is TEN  MILLION  (10,000,000)
     shares  consisting  of common  stock,  $.001  par value per share  ("Common
     Stock") and TWO MILLION  FIVE  HUNDRED  THOUSAND  (2,500,000)  of preferred
     stock, $.0l per share ("Preferred Stock").

                                     PART A
                                  COMMON STOCK

     1. General.

          (a)  Each  share of  Common  Stock  issued  and  outstanding  shall be
     identical  in all respects  one with the other,  and no dividends  shall be
     paid on any shares of Common Stock unless the same  dividend is paid on all
     shares of Common Stock outstanding at the time of such payment.

          (b) Except for and subject to those  rights  expressly  granted to the
     holders of Preferred Stock, if any is issued,  or except as may be provided
     by the Delaware General  Corporation Law, the holders of Common Stock shall
     have exclusively all other rights of stockholders including, but not by way
     of limitation, (i) the right to receive dividends, when, as and if declared
     by the Board of Directors out of assets lawfully  available  therefor,  and
     (ii)  in  the  event  of  any  distribution  of  assets  upon  liquidation,
     dissolution  or winding up of the  Corporation  or otherwise,  the right to
     receive  ratably and  equally  all the assets and funds of the  Corporation
     remaining   after  payment  to  the  holders  of  Preferred  Stock  of  the
     Corporation of the specific amounts which they are entitled to receive upon
     such  liquidation,  dissolution or winding up of the  Corporation as herein
     provided.

          (c) In the event  that the holder of any share of Common  Stock  shall
     receive any payment of any dividend on,  liquidation  of, or other  amounts
     payable with respect to, any shares of Common  Stock,  which he is not then
     entitled to receive,  he will forthwith  deliver the same to the holders of
     shares of Preferred  Stock,  and if in existence,  the holders of shares of
     Preferred  Stock (as their  respective  interests may appear) , as the case
     may be, in the form received,  and until it is so delivered,  will hold the
     same in trust for such holders.

          (d) Each  holder of shares of Common  Stock  shall be  entitled to one
     vote for each share of such Common Stock held by him, and voting power with
     respect to all classes of  securities  of the  Corporation  shall be vested
     solely in the Common  Stock,  other than as  specifically  provided  in the
     Corporation's  Certificate  of  Incorporation,  as it may be amended,  with
     respect to the  preferred  stock,  if and when  issued.  There  shall be no
     cumulative voting rights accorded to any holder of shares of Common Stock.

          (e) No stockholder shall be entitled to a preemptive right to purchase
     or subscribe for any unissued stock of any class or any  additional  shares
     of any  class to be issued by  reason  of any  increase  in the  authorized
     capital stock of the Corporation.


                                     PART B
                                 PREFERRED STOCK

     Authority is hereby vested in the Board of Directors of the  Corporation to
provide for the issuance of Preferred  Stock and in connection  therewith to fix
by resolution providing for the issue of such series, the number of shares to be
included and such of the  preferences  and relative  participating,  optional or
other  special  rights  and  limitations  of  such  series,  including,  without
limitation, rights of redemption or conversion into Common Stock, to the fullest
extent now or hereafter permitted by the Delaware General Corporation Law.

     FIFTH: The Corporation is to have perpetual existence

     SIXTH: The Corporation  expressly elects to be subject to the provisions of
     Section 203 of the Delaware General Corporation Law.

     SEVENTH:  The board of directors is expressly authorized to adopt, amend or
     repeal the by-laws of the Corporation.

     EIGHTH:  Elections of directors  need not be by written  ballot  unless the
     by-laws of the Corporation shall otherwise provide.

     NINTH:  Special meetings of the stockholders of the Corporation may only be
     called by the board of directors of the  Corporation or by the duly elected
     officers of the Corporation.

     TENTH:  Whenever a  compromise  or  arrangement  is  proposed  between  the
     Corporation  and its  creditors  or any class of them  and/or  between  the
     Corporation  and its  stockholders  or any  class  of  them,  any  court of
     equitable jurisdiction within the State of Delaware may, on the application
     in a summary  way of the  Corporation  or of any  creditor  or  stockholder
     thereof or on the  application  of any receiver or receivers  appointed for
     the  Corporation  under the  provisions  of  Section  291 of Title 8 of the
     Delaware Code or on the  application  of trustees in  dissolution or of any
     receiver or receivers appointed for the Corporation under the provisions of
     Section  279 of  Title  8 of the  Delaware  Code  order  a  meeting  of the
     creditors or class of  creditors,  and/or of the  stockholders  or class of
     stockholders of the Corporation,  as the case maybe, to be summoned in such
     manner as the said  court  directs.  If a majority  in number  representing
     three-fourths  in value of the creditors or class of  creditors,  and/or of
     the stockholders or class of stockholders of the  Corporation,  as the case
     may be, agree to any compromise or arrangement and to any reorganization of
     the  Corporation as a consequence of such  compromise or  arrangement,  the
     said  compromise  or  arrangement  and the said  reorganization  shall,  if
     sanctioned by the court to which said application has been made, be binding
     on  all  the  creditors  or  class  of  creditors,  and/or  on  all  of the
     stockholders or class of stockholders of the  Corporation,  as the case may
     be, and also on the Corporation.

     ELEVENTH:  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 or by
     this  Amended and Restated  Certificate  of  Incorporation,  and all rights
     conferred upon stockholders herein are granted subject to this reservation.

     TWELFTH:  No director and/or officer of the Corporation  shall be liable to
     the  Corporation  or its  stockholders  for monetary  damages for breach of
     fiduciary duty as a director and/or  officer,  except for liability (i) for
     any  breach of such  person's  duty of loyalty  to the  Corporation  or its
     stockholders, (ii) for acts or omissions not in good faith or which involve
     intentional  misconduct or a 'knowing violation of law, (iii) under Section
     174 of the General  Corporation  Law of the State of Delaware,  or (iv) for
     any  transaction  from  which such  person  derived  an  improper  personal
     benefit.

     THIRTEENTH:  Except  as may  otherwise  be  specifically  provided  in this
     Amended and Restated  Certificate  of  Incorporation,  no provision of this
     Amended  and  Restated  Certificate  of  Incorporation  is  intended by the
     Corporation to be construed as limiting, prohibiting, denying or abrogating
     any of the general or specific powers or rights conferred under the General
     Corporation Law upon the Corporation,  upon its  shareholders,  bondholders
     and security holders, and upon its directors,  officers and other corporate
     personnel,  including,  in  particular,  the  power of the  Corporation  to
     furnish indemnification to directors and officers in the capacities defined
     and  prescribed  by  the  General  Corporation  Law  and  the  defined  and
     prescribed  rights  of said  persons  to  indemnification  as the  same are
     conferred under the General  Corporation Law. The Corporation shall, to the
     fullest extent  permitted by the laws of the State of Delaware,  including,
     but not limited to Section 145 of the General  Corporation Law of the State
     of Delaware, as the same may be amended and supplemented, indemnify any and
     all persons  whom it shall have power to  indemnify  under said  Section or
     otherwise  under Delaware law from and against any and all of the expenses,
     liabilities  or other matters  referred to or covered by said Section.  The
     indemnification  provisions  contained in the Delaware General  Corporation
     Law shall  not be  deemed  exclusive  of any  other  rights to which  those
     indemnified  may be entitled  under any By-Law,  agreement,  resolution  of
     shareholders or disinterested  directors, or otherwise,  and shall continue
     as to a person  who has  ceased to be a  director,  officer,  employee,  or
     agent,  both as to  action  in his  official  capacity  and as to action in
     another capacity while holding such office,  and shall inure to the benefit
     of the heirs, executors and administrators of such person.

     FOURTEENTH:  The number of  directors  constituting  the Board of Directors
     shall be determined  from time to time by the Board of Directors,  but such
     number of  directors  shall  not be less than  three (3) nor more than nine
     (9),  provided  that no decrease in the number of directors  shall have the
     effect of shortening the term of any incumbent director. Any vacancy in the
     Board of Directors, whether arising from death, resignation,  removal (with
     or without  cause),  an  increase in the number of  directors  or any other
     cause, may be filled by the vote of either a majority of the directors then
     in office,  though less than a quorum,  or by the  stockholders at the next
     annual  meeting  thereof or at a special  meeting  called  for the  purpose
     therefor.  Stockholders may not apply to request that the Delaware Court of
     Chancery  summarily  order an election to be held to fill any  vacancies in
     the Board of  Directors  whether or not, at the time of filling any vacancy
     or any newly  created  directorship,  the  directors  then in office  shall
     constitute  less  than a  majority  of the  whole  Board  of  Directors  as
     constituted  immediately  prior  to any  such  vacancy  or  increase.  Each
     director  so  elected  shall  hold  office  until the next  meeting  of the
     stockholders  in which the election of directors is in the regular order of
     business and until his successor shall have been elected and qualified.

     IN WITNESS  WHEREOF,  the undersigned  hereunto sign their names and affirm
     that the statements made herein are true and correct under the penalties of
     perjury this day-of, April 1994.

                               R. William Metzger
                      Chairman and Chief Executive Officer


                  ATTEST:


                  Robert J. I Nagy,  Secretary