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EXHIBIT 3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           ALTERNATIVE RESOURCES CORP.

     The original Certificate of Incorporation of the corporation was filed with
the Secretary of State of Delaware on March 7, 1988. The name of the corporation
under which it was originally incorporated was Alternative Resources Corp. This
Amended and Restated Certificate of Incorporation not only restates and
integrates the original Certificate of Incorporation and all amendments thereto,
but also includes amendments adopted by the stockholders of the corporation on
the date hereof. This Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the applicable provisions of Sections 228, 242 and
245 of the General Corporation Law of Delaware and shall become effective upon
filing with the Secretary of State of the State of Delaware.

     FIRST: The name of the corporation is ALTERNATIVE RESOURCES CORPORATION.

     SECOND: The corporation's registered office in the State of Delaware is
located at 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of the corporation's registered agent at such address is The
Corporation Trust Company.

     THIRD: The nature of the business and the objects and purposes to be
transacted, promoted and carried on are 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 total number of shares of all classes of stock which the
corporation shall have the authority to issue is 21,000,000 shares, consisting
of (i) 20,000,000 shares of common stock, $0.01 par value per share ("Common
Stock"), and (ii) 1,000,000 shares of preferred stock, $0.01 par value per share
("Preferred Stock").

     The designations, powers, preferences and relative participating, optional
or other special rights and the qualifications, limitations and restrictions
thereof in respect of each class of capital stock of the corporation are as
follows:

A.   COMMON STOCK

     1. VOTING. Except as otherwise provided by law, each share of Common Stock
shall entitle the holder thereof to one vote in any matter which is submitted to
a vote of stockholders of the corporation.

     2. DIVIDENDS. Subject to the express terms of the Preferred Stock
outstanding from time to time, such dividend or distribution as may be
determined by the Board of Directors of the corporation may from time to time be
declared and paid or made upon the Common Stock out of any source at the time
lawfully available for the payment of dividends.

     3. LIQUIDATION. The holders of Common Stock shall be entitled to share
ratably upon any liquidation, dissolution or winding up of the affairs of the
corporation (voluntary of involuntary) of all assets of the corporation which
are legally available for distribution, if any, remaining after payment of all
debts and other liabilities and subject to the prior rights of any holders of
Preferred Stock of the preferential amounts, if any, to which they are entitled.

     4. PURCHASES. Subject to any applicable provisions of this Article Fourth,
the corporation may at any time or from time to time purchase or otherwise
acquire shares of its Common Stock in any manner now or hereafter permitted by
law, publicly or privately, or pursuant to any agreement.


B.   PREFERRED STOCK

     Subject to the terms contained in any designation of a series of Preferred
Stock, the Board of Directors is expressly authorized, at any time and from time
to time, to fix, by resolution or resolutions, the following provisions for
shares of any class or classes of Preferred Stock of the 

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corporation or any series of any class of Preferred Stock:

     1. the designation of such class or series, the number of shares to
constitute such class or series which may be increased or decreased (but not
below the number of shares of that class or series then outstanding) by
resolution of the Board of Directors, and the stated value thereof if different
from the par value thereof;

     2. whether the shares of such class or series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of such
voting rights;

     3. the dividends, if any, payable on such class or series, whether any such
dividends shall be cumulative, and, if so, from what dates, the conditions and
dates upon which such dividends shall be payable, and the preference or relation
which such dividends shall bear to the dividends payable on any shares of stock
of any other class or any other series of the same class;

     4. whether the shares of such class or series shall be subject to
redemption by the corporation, and, if so, the times, prices and other
conditions of such redemption;

     5. the amount or amounts payable upon shares of such series upon, and the
rights of the holders of such class or series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon any distribution of the assets,
of the corporation;

     6. whether the shares of such class or series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and manner
in which any such retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such class or series for retirement or other
corporate purposes and the terms and provisions relative to the operation
thereof;

     7. whether the shares of such class or series shall be convertible into, or
exchangeable for, shares of stock of any other class or any other series of the
same class or any other securities and, if so, the price or prices or the rate
or rates of conversion or exchange and the method, if any, of adjusting the
same, and any other terms and conditions of conversion or exchange;

     8. the limitations and restrictions, if any, to be effective while any
shares of such class or series are outstanding upon the payment of dividends or
the making of other distributions on, and upon the purchase, redemption or other
acquisition by the corporation of the Common Stock or shares of stock of any
other class or any other series of the same class;

     9. the conditions or restrictions, if any, upon the creation of
indebtedness of the corporation or upon the issue of any additional stock,
including additional shares of such class or series or of any other series of
the same class or of any other class;

     10. the ranking (be it PARI PASSU, junior or senior) of each class or
series vis-a-vis any other class or series of any class of Preferred Stock as to
the payment of dividends, the distribution of assets and all other matters; and

     11. any other powers, preferences and relative, participating, optional and
other special rights, and any qualifications, limitations and restrictions
thereof, insofar as they are not inconsistent with the provisions of this
Amended and Restated Certificate of Incorporation, to the full extent permitted
in accordance with the laws of the State of Delaware.

     The powers, preferences and relative, participating, optional and other
special rights of each class or series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding.


C.   MISCELLANEOUS

     1. PREEMPTIVE RIGHTS. No holder of any share of any class of stock of the
corporation shall have any preemptive right to subscribe for or acquire
additional shares of stock of any class of the corporation or warrants or
options to purchase, or securities convertible into, shares of any class of
stock of the corporation.

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     2. ISSUANCE OF STOCK. Shares of capital stock of the corporation may be
issued by the corporation from time to time in such amounts and proportions and
for such consideration (not less than the par value thereof in the case of
capital stock having par value) as may be fixed and determined from time to time
by the Board of Directors and as shall be permitted by law.

     3. UNCLAIMED DIVIDENDS. Any and all right, title, interest and claim in or
to any dividends declared by the corporation, whether in cash, stock or
otherwise, which are unclaimed by the stockholder entitled thereto for a period
of six years after the close of business on the payment date, shall be and shall
be deemed to be extinguished and abandoned; and such unclaimed dividends in the
possession of the corporation, its transfer agents or other agents or
depositories, shall at such time become the absolute property of the
corporation, free and clear of any and all claims of any persons whatsoever.


D.   STOCK SPLIT

     Notwithstanding anything in this Amended and Restated Certificate of
Incorporation to the contrary, each share of Common Stock of the corporation
issued and outstanding immediately prior to the effective date of this Amended
and Restated Certificate of Incorporation shall be automatically converted,
without further action, into seven (7) shares of the Common Stock authorized
herein. On such effective date, outstanding certificates representing shares of
Common Stock shall thereafter automatically be deemed to represent certificates
for the number of shares of Common Stock determined as set forth in the
preceding sentence; provided, however, that the holders thereof shall be
entitled to present such certificates to the corporation for replacement with
certificates reflecting such number of shares of Common Stock.

     SIXTH: A. NUMBER, ELECTION AND TERMS OF DIRECTORS. The number of Directors
shall be fixed from time to time exclusively by the Board of Directors pursuant
to a resolution adopted by the Board of Directors. The Directors of the
corporation shall be divided into three classes: Class I, Class II and Class
III. Each class shall consist, as nearly as may be possible, of one-third of the
whole number of the Board of Directors. If the Board of Directors is not evenly
divisible by three, the Board of Directors shall determine the number of
Directors to be elected to each class. The initial member of Class I shall be
Christopher R. Joseph and he shall hold office for a term to expire at the
annual meeting of the stockholders to be held in 1995; the initial members of
Class II shall be Larry I. Kane and Bruce R. Smith and they shall hold office
for a term to expire at the annual meeting of the stockholders to be held in
1996; and the initial member of Class III shall be Robert L. Cummings and he
shall hold office for a term to expire at the annual meeting of the stockholders
to be held in 1997, and in the case of each class, until their respective
successors are duly elected and qualified. At each annual election held
commencing with the annual election in 1994, the Directors elected to succeed
those whose terms expire shall be identified as being of the same class as the
Directors they succeed and shall be elected to hold office for a term to expire
at the third annual meeting of the stockholders after their election and until
their respective successors are duly elected and qualified. Any vacancy on the
Board of Directors that results from an increase in the number of directors may
be filled by a majority of the Board of Directors then in office, provided that
a quorum is present, and any other vacancy occurring in the Board of Directors
may be filled by a majority of the directors then in office, even if less than a
quorum, or by the sole remaining director. If the number of Directors changes,
any increase or decrease in Directors shall be apportioned among the classes so
as to maintain all classes as equal in number as possible, and any additional
Director elected to any class shall hold office for a term which shall coincide
with the terms of the other Directors in such class and until his successor is
duly elected and qualified.

     B. STOCKHOLDER NOMINATION OF A DIRECTOR CANDIDATE AND INTRODUCTION OF NEW
BUSINESS. Advance notice of stockholder nominations for the election of
Directors and of new business to be brought by stockholders before any meeting
of the stockholders of the corporation shall be given in a manner provided by
the By-laws of the corporation.

     C. REMOVAL. Any Director may be removed from office as a Director at any
time, but only for cause, and only by the affirmative vote of stockholders of
record holding not less than two-thirds (66 2/3%) of the total outstanding
voting stock of the corporation given at a meeting of the stockholders called
for that purpose.

     SEVENTH: A. SPECIAL MEETINGS OF STOCKHOLDERS. Special meetings of 

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the stockholders, for any purpose or purposes (except to the extent otherwise
provided by law or this Amended and Restated Certificate of Incorporation), may
only be called by the Chairman of the Board, the President or a majority of the
Board of Directors then in office.

     B. WRITTEN CONSENT BY STOCKHOLDERS WITHOUT A MEETING. No action required or
permitted to be taken at any annual meeting or special meeting of stockholders
of the corporation may be taken by written consent without a meeting of such
stockholders.

     EIGHTH: A. AMENDMENT OF BY-LAWS. The Board of Directors of the corporation
is authorized to adopt, amend or repeal the By-laws of the corporation, subject
to applicable law and any applicable provisions in any resolution of the Board
of Directors, except that any By-law provision adopted by the stockholders
amending the By-laws after their initial adoption may be amended or repealed
only by the holders of not less than two-thirds (66 2/3%) of the total
outstanding voting stock of the corporation.

     B. ELECTION OF DIRECTORS. Elections of Directors need not be by written
ballot unless the By-laws of the corporation shall so provide.

     C. MEETINGS OF STOCKHOLDERS. Meetings of stockholders may be held within or
without the State of Delaware, as the by-laws of the corporation may provide.

     D. BOOKS OF CORPORATION. The books of the corporation may be kept at such
place within or without the State of Delaware as the By-laws of the corporation
may provide or as may be designated from time to time by the Board of Directors
of the corporation.

     NINTH: 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 may be, 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 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 the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the corporation, as the case may be, and also on the
corporation.

     TENTH: 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 that this Article TENTH shall not eliminate or
limit the 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 General Corporation Law of the State of
Delaware (or the corresponding provision of any successor act or law); or (iv)
for any transaction from which the Director derived an improper personal
benefit. This Article TENTH shall not eliminate or limit the liability of a
Director for any act or omission occurring prior to the date this Article TENTH
becomes effective. Neither the amendment nor repeal of this Article TENTH, nor
the adoption of any provision of this Amended and Restated Certificate of
Incorporation inconsistent with this Article TENTH, shall eliminate or reduce
the effect of this Article TENTH in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article TENTH, would accrue or
arise, prior to such amendment, repeal or adoption of an inconsistent provision.
If the Delaware General Corporation Law is amended after the effective date of
this Article to further eliminate or limit, or to authorize further elimination
or limitation of, the personal liability of directors for breach of fiduciary
duty as a director, then the personal liability of a director to the corporation
or its stockholders shall be eliminated or limited to the full extent permitted
by the Delaware General Corporation Law, as amended. For purposes of this

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Article, "fiduciary duty as a director" shall include any fiduciary duty arising
out of serving at the request of the corporation as a director of another
corporation, partnership, joint venture, trust or other enterprise, and
"personally liable to the corporation" shall include any liability to such other
corporation, partnership, joint venture, trust or other enterprise, and any
liability to the corporation in its capacity as security holder, joint venturer,
partner, beneficiary, creditor or investor of or in any such other corporation,
partnership, joint venture, trust or other enterprise. Any repeal or
modification of the foregoing paragraph by the stockholders of the corporation
shall not adversely affect the elimination or limitation of the personal
liability of a director for any act or omission occurring prior to the effective
date of such repeal or modification. This provision shall not eliminate or limit
the liability of a director for any act or omission occurring prior to the
effective date of this Article.

     ELEVENTH: The corporation is to have perpetual existence.

     TWELFTH: Article Ten of the corporation's original Certificate of
Incorporation is hereby deleted in its entirety and the corporation expressly
elects to be governed by Section 203 of the Delaware General Corporation Law.

     THIRTEENTH: Notwithstanding any other provisions of this Amended and
Restated Certificate of Incorporation or the By-laws of the corporation or the
fact that a lesser percentage may be specified by law, this Amended and Restated
Certificate of Incorporation or the By-laws of the corporation, the affirmative
vote of the holders of not less than two-thirds (66 2/3%) of the total voting
power of the outstanding stock of the corporation entitled to vote generally in
the election of Directors, voting together as a single class, shall be required
to amend, alter, adopt any provision inconsistent with or to repeal Article
SIXTH or Article SEVENTH of this Amended and Restated Certificate of
Incorporation. Furthermore, the corporation reserves the right to amend 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 a stockholder herein are granted subject to this
reservation.

     IN WITNESS WHEREOF, the corporation has caused this Amended and Restated
Certificate to be signed by its duly authorized officers this 25th day of April,
1994.

                                       ALTERNATIVE RESOURCES
                                         CORPORATION


                                       By:  /s/ Larry Kane
                                            ------------------------------------
                                       Its: President
                                            ------------------------------------
Attest:

 /s/ Michael E. Harris
----------------------------------------
Secretary




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                            CERTIFICATE OF AMENDMENT
                                       TO
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        ALTERNATIVE RESOURCES CORPORATION

                                    *  *  *  *  *

     ALTERNATIVE RESOURCES CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Company"), DOES HEREBY CERTIFY THAT:

          FIRST: The Board of Directors of the Company approved and adopted the
     following resolution to amend its Amended and Restated Certificate of
     Incorporation declaring it advisable and recommended that the amendment be
     submitted to the stockholders for their consideration:

               RESOLVED, that the first paragraph of ARTICLE FOURTH of the
          Company's Amended and Restated Certificate of Incorporation be and
          hereby is amended to read in its entirety as follows:

                    FOURTH: The total number of shares of all classes of stock
               which the corporation shall have the authority to issue is
               51,000,000 shares, consisting of (i) 50,000,000 shares of common
               stock, $0.01 par value per share ("Common Stock"), and (ii)
               1,000,000 shares of preferred stock, $0.01 par value per share
               ("Preferred Stock").

     SECOND: The amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware by the
affirmative vote of the holders of a majority of the outstanding shares of stock
entitled to vote at a meeting of stockholders.

     IN WITNESS WHEREOF, ALTERNATIVE RESOURCES CORPORATION has caused this
certificate to be signed by its Vice President, Chief Financial Officer,
Secretary and Treasurer this 9th day of May, 1996.


                                       ALTERNATIVE RESOURCES CORPORATION


                                       By:  /s/ Bradley K. Lamers
                                          -------------------------------------
                                       Name:    Bradley K. Lamers
                                       Title:   Vice President, Chief Financial
                                                Officer, Secretary and
                                                Treasurer



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                           CERTIFICATE OF DESIGNATIONS
                               OF PREFERRED STOCK

                                       of

                        ALTERNATIVE RESOURCES CORPORATION


     We, Raymond R. Hipp, Chairman of the Board of Directors and Steven Purcell,
Secretary, of Alternative Resources Corporation, a corporation organized and
existing under the Delaware General Corporation Law, in accordance with the
provisions of Section 151(g) thereof, DO HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation, the Board of Directors on October 15, 1998,
adopted, ratified and approved this Certificate of Designations the series of
preferred stock designated herein.

     Section 1. Designation and Amount. The shares of the series of preferred
stock shall be designated as "Junior Preferred Stock, Series A" (the "Preferred
Stock") and the number of shares constituting the series shall be 200,000.

          Section 2.  Dividends and Distributions.

     (A) Subject to the prior and superior rights of the holders of any shares
     of any series of preferred stock ranking prior and superior to the shares
     of Preferred Stock with respect to dividends, the holders of shares of
     Preferred Stock, in preference to the holders of common stock, $.01 par
     value per share, of the Corporation (the "Common Stock") 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,
     quarterly dividends payable in cash on the 15th day of March, June,
     September and December in each year (each such date being a "Quarterly
     Dividend Payment Date"), commencing on the first Quarterly Dividend Payment
     Date after the first issuance of a share or fraction of a share of
     Preferred Stock, in an amount per share (rounded to the nearest cent) equal
     to the greater of (a) $25.00 or (b) subject to the provision for adjustment
     hereinafter set forth, 100 times the aggregate per share amount of all cash
     dividends, and 100 times the aggregate per share amount (payable in kind)
     of all non-cash dividends or other distributions other than a dividend
     payable in shares of Common Stock or a subdivision of the outstanding
     shares of Common Stock (by reclassification or otherwise), declared on the
     Common Stock since the immediately preceding Quarterly Dividend Payment
     Date or, with respect to the first Quarterly Dividend Payment Date, since
     the first issue of any share or fraction of a share of Preferred Stock. If
     the Corporation shall at any time on or after October 28, 1998 declare or
     pay any dividend on Common Stock payable in shares of Common Stock, or
     effect a subdivision of 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 case the amount to which holders of
     shares of Preferred Stock were entitled immediately prior to 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 prior to such event.

     (B) The Corporation shall declare a dividend or distribution on the
     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); provided that, in the
     event no dividend or distribution shall have been declared on the Common
     Stock during the period between any Quarterly Dividend Payment Date and the
     next subsequent Quarterly Dividend Payment Date, a dividend of $25.00 per
     share on the Preferred Stock shall nevertheless be payable on such
     subsequent Quarterly Dividend Payment Date.

     (C) Dividends shall begin to accrue and be cumulative on outstanding shares
     of Preferred Stock from the Quarterly Dividend Payment Date next preceding
     the date of issue of such shares of Preferred Stock, unless the date of
     issue of such shares is prior to the record date for the first Quarterly
     Dividend Payment Date, in which case dividends on such shares shall begin
     to accrue from the date of issue of such shares, or unless the date of

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     issue is a Quarterly Dividend Payment Date or is a date after the record
     date for the determination of holders of shares of Preferred Stock entitled
     to receive a quarterly dividend and before such Quarterly Dividend Payment
     Date, in either of which events such dividends shall begin to accrue and be
     cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
     dividends shall not bear interest. Dividends paid on the shares of
     Preferred Stock in an amount less than the total amount of such dividends
     at the time accrued and payable on such shares shall be allocated pro rata
     on a share-by-share basis among all such shares at the time outstanding.
     The Board of Directors may fix a record date for the determination of
     holders of shares of Preferred Stock entitled to receive payment of a
     dividend or distribution declared thereon, which record date shall be not
     more than 60 days prior to the date fixed for the payment thereof.

          Section 3. Voting Rights. The holders of shares of Preferred Stock
shall have the following voting rights:

     (A) Subject to the provision for adjustment hereinafter set forth, each
     share of Preferred Stock shall entitle the holder thereof to 100 votes on
     all matters submitted to a vote of the stockholders of the Corporation. In
     the event the Corporation shall at any time on or after October 28, 1998
     declare or pay any dividend on Common Stock payable in shares of Common
     Stock, or effect a subdivision or combination or consolidation of the
     outstanding shares of Common Stock (by 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 Preferred Stock were
     entitled immediately prior to 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 prior to such event.

     (B) Except as otherwise provided herein or by law, the holders of shares of
     Preferred Stock and the holders of shares of Common Stock shall vote
     together as one class on all matters submitted to a vote of stockholders of
     the Corporation.

     (C) Except as set forth herein, holders of Preferred Stock shall have no
     special voting rights and their consent shall not be required (except to
     the extent they are entitled to vote with holders of Common Stock as set
     forth herein) for taking any corporate action.

          Section 4. Certain Restrictions.

     (A) Whenever quarterly dividends or other dividends or distributions
     payable on the Preferred Stock as provided in Section 2 are in arrears,
     thereafter and until all accrued and unpaid dividends and distributions,
     whether or not declared, on shares of Preferred Stock outstanding shall
     have been paid in full, the Corporation shall not:

               (i) declare or pay dividends on, 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 Preferred Stock;

               (ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Preferred Stock, except
dividends paid ratably on the 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 on a parity (either as to dividends or upon
liquidation, dissolution or winding up) to the Preferred Stock, provided that
the Corporation may at any time redeem, purchase or otherwise acquire shares of
any such parity 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 Preferred Stock; or

               (iv) purchase or otherwise acquire for consideration any shares
of Preferred Stock, or any shares of stock ranking on a parity with the
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
respective annual dividend rates and other relative rights and preferences of

<PAGE>

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

          Section 5. Reacquired Shares. Any shares of Preferred Stock purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be
retired and cancelled 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 to be
created by resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.

          Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Preferred Stock
unless, prior thereto, the holders of shares of Preferred Stock shall have
received $100.00 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of 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 Common Stock, or (2) to the holders of stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Preferred Stock, except distributions made ratably on the Preferred
Stock and all other such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time on or
after October 28, 1998 declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by 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 Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) 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 prior to such event.

          Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Preferred Stock then outstanding shall at the same time be similarly exchanged
or changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time on or after October 28, 1998
declare or pay any dividend on Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares
of 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 that were outstanding immediately prior to such event.

          Section 8. No Redemption. The shares of Preferred Stock shall not be
redeemable.

          Section 9. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of two-thirds
or more of the outstanding shares of Preferred Stock, voting together as a
single class.

          IN WITNESS WHEREOF, we have executed and subscribed this Certificate

<PAGE>

and do affirm the foregoing as true under the penalties of perjury as of this
15th day of October, 1998.


                              /s/ Raymond R. Hipp
                              Raymond R. Hipp
                              Chairman of the Board of
                              Directors


 ATTEST:


 /s/ Steven Purcell
 Steven Purcell, Secretary