EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                   LINDA'S FLAME ROASTED CHICKEN INCORPORATED

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



          The  undersigned,  a natural  person,  for the purpose of organizing a
corporation  for conducting the business and promoting the purposes  hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of  Delaware,  particularly  the General  Corporation  Law of the State of
Delaware, hereby certifies that:

          FIRST:   The  name  of  the   corporation   (hereinafter   called  the
          -----
"Corporation") is LINDA'S FLAME ROASTED CHICKEN INCORPORATED.

          SECOND: The address,  including street,  number,  city, and county, of
          ------
the  registered  office  of the  Corporation  in the  State  of  Delaware  is 32
Loockerman  Square,  Suite L-100,  City of Dover 19901,  County of Kent; and the
name of the registered agent of the corporation in the State of Delaware 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:  1. The total  number of shares of all  classes of stock which
          ------
the corporation  shall have authority to issue is thirteen million three hundred
thousand   (13,300,000)   consisting  of  two  million  five  hundred   thousand
(2,500,000)  shares of Preferred Stock of a par value of one mill ($0.001) each,
ten million  (10,000,000)  shares of Class A Common  Stock of a par value of one
mill ($0.001) each and eight hundred thousand (800,000) shares of Class B Common
Stock of a par value of one mill ($0.001) each.

          2. The shares of  Preferred  Stock may be issued  from time to time in
one or more series,  in any manner  permitted by law, as determined from time to
time by the Board of  Directors,  and stated in the  resolution  or  resolutions
providing  for the  issuance  of such shares  adopted by the Board of  Directors
pursuant to authority  hereby vested in it.  Without  limiting the generality of
the  foregoing,  shares in such series  shall have such voting  powers,  full or
limited, or no voting powers, and shall have such designations, preferences, and
relative, participating,  optional, or other special rights, and qualifications,
limitations,  or restrictions  thereof,  permitted by law, as shall be stated in
the resolution or resolutions  providing for the issuance of such shares adopted
by the Board of Directors  pursuant to authority hereby vested in it. The number
of shares of any such series so set forth in such  resolution or resolutions may
be increased  (but not above the total number of authorized  shares of Preferred
Stock)  or  decreased   (but  not  below  the  number  of  shares  thereof  then
outstanding)  by  further  resolution  or  resolutions  adopted  by the Board of
Directors pursuant to authority hereby vested in it.


<PAGE>

          3.  The  Class A  Common  Stock  and  Class B  Common  Stock  shall be
identical in all respects, subject to the following:

          (a) Each share of Class A Common Stock shall entitle the holder to one
vote and each share of Class B Common  Stock  shall  entitle  the holder to five
votes on all matters on which  holders of Class A and Class B Common Stock shall
be entitled to vote.

          (b) The Class A and Class B Common Stock shall be treated as one class
with respect to dividends,  and accordingly,  have identical rights with respect
thereto  except that whenever a stock  dividend is paid,  the holders of Class A
Common Stock shall be entitled to receive the amount of the  dividend  solely in
shares of Class A Common  Stock and  holders  of Class B Common  Stock  shall be
entitled  to  receive  the  amount of the  dividend  solely in shares of Class B
Common Stock.  Whenever a  combination  or  subdivision  of the shares of either
class of common stock is made, the same combination or subdivision shall be made
with respect to the other class of common stock.

          (c) (i) All  outstanding  shares  of  Class B  Common  Stock  shall be
convertible at all times, at the election of the holder  thereof,  into an equal
number  of  fully  paid and  nonassessable  shares  of  Class A Common  Stock by
delivery of written  notice by the holder of such shares of Class B Common Stock
to the Corporation,  or its transfer agent, of such holder's  election  together
with the certificate(s) representing the shares to be converted.  Thereupon, the
Corporation,  or its transfer  agent,  as the case may be, shall  exchange  such
certificate(s) for a certificate or certificates representing an equal number of
shares of Class A Common  Stock.  Shares of Class B Common Stock shall be deemed
to have been  converted,  and the person  entitled to receive the Class A Common
Stock  issuable  upon such  conversion  shall be treated for all purposes as the
record  holder of such Class A Common Stock,  immediately  prior to the close of
business on the day upon which the Corporation,  or its transfer agent, receives
such shares for conversion.

               (ii) Except as provided in  subparagraph  (iii)  below,  upon the
sale, assignment, transfer, conveyance, or other disposition, whether voluntary,
by operation of law or otherwise (a "Transfer",  which,  for the purpose hereof,
shall not  include a pledge  where the  pledgor  retains  all voting  rights) of
shares of Class B Common Stock, other than a transfer to another holder of Class
B Common Stock,  the shares so  transferred  shall,  by virtue of such Transfer,
automatically be converted into an equal number of fully paid and  nonassessable
shares  of Class A Common  Stock.  Upon  surrender  to the  Corporation,  or its
transfer agent, for cancellation of the certificate or certificates representing
the shares of Class B Common Stock so  converted,  the holder  thereof  shall be
entitled to receive a certificate or certificates  representing  the same number
of shares of Class A Common Stock to which such holder is  entitled.  Until such
surrender, the certificate or certificates  representing the shares of converted
Class B Common  Stock shall for all  purposes  evidence  ownership of the shares
Class A Common Stock into which the Class B Common Stock has been converted.


                                        2

<PAGE>

               (iii) A Transfer  of shares of Class B Common  Stock to a parent,
sibling,  spouse  or  lineal  descendant  of the  transferee  or a  person  who,
immediately  after the initial  issuance  of eight  hundred  thousand  (800,000)
shares of Class B Common Stock, is the record owner of at least 40,000 shares of
Class B Common  Stock  (each a  "Principal  Stockholder")  shall not result in a
conversion  of the Class B Common  Stock  transferred  into Class A Common Stock
provided  the power to vote  shares of Class B Common  Stock so  transferred  is
retained by the transferor and/or one or more Principal Stockholders.

               (iv) Any shares of Class B Common  Stock  converted  into Class A
Common Stock  pursuant to paragraphs  3(c)(i) or (ii) shall,  from and after the
date of conversion, have the status of authorized and unissued shares of Class B
Common  Stock and may only be  reissued  as  shares  of Class B Common  Stock in
connection with any  transaction  contemplated by paragraph 3(b) of this Article
FOURTH.

          FIFTH:  The name and the mailing  address of the  incorporator  are as
          -----
follows:

                            Joseph D. Alperin
                            Fischbein Badillo Wagner Itzler
                            909 Third Avenue
                            New York, New York 10022


          SIXTH:  Whenever a compromise or arrangement is proposed  between this
-----  corporation  and its  creditors or any class of them and/or  between this
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 this  corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  corporation  under
the provisions of ss. 291 of Title 8 of the Delaware Code or on the  application
of trustees in  dissolution  or of any receiver or receivers  appointed for this
corporation  under the  provisions  of ss. 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 this  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 of the stockholders or class of stockholders of this corporation,  as the
case may be, agree to any compromise or arrangement and to any reorganization of
this  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  this  corporation,  as the  case  may  be,  and  also on this
corporation.

                                        3

<PAGE>

          SEVENTH:  The Board of  Directors is  expressed  authorized  to adopt,
          -------
amend and repeal the Bylaws of the Corporation.

          EIGHTH:  The personal liability of the directors of the Corporation is
          ------
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of ss. 102 of the General  Corporation Law of the State of
Delaware, as the same may be amended and supplemented.

          NINTH:  The Corporation  shall, to the fullest extent permitted by the
          -----
provisions of ss.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 from and against any and all of
the expenses,  liabilities,  or other matters  referred to in or covered by said
section,  and the  indemnification  provided  for  herein  shall  not be  deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any  Bylaw,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.


Signed on February 8, 1994



                                          /S/
                                          --------------------------------------
                                          Joseph D. Alperin, Incorporator



                                        4

<PAGE>

            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       OF

                   LINDA'S FLAME ROASTED CHICKEN INCORPORATED
                            (Pursuant to Section 242)

          It is hereby certified that:

          (i) The name of the corporation (hereinafter called the "corporation")
is LINDA'S FLAME ROASTED CHICKEN INCORPORATED.

          (ii)  Article  FOURTH  of  the  Certificate  of  Incorporation  of the
corporation is hereby amended:

          (a) Paragraph 1 of Article FOURTH is amended in full to read:

               1. The total  number of shares of all  classes of stock which the
corporation  shall have  authority to issue is eighteen  million  three  hundred
thousand   (18,300,000)   consisting  of  two  million  five  hundred   thousand
(2,500,000)  shares of Preferred Stock of a par value of one mill ($0.001) each,
fifteen  million  (15,000,000)  shares of Class A Common Stock of a par value of
one mill ($0.001) each and eight hundred  thousand  (800,000)  shares of Class B
Common Stock of a par value of one mill ($0.001) each.

               (b) Paragraph 3 (a) of Article FOURTH is amended in full to read:

                    (a) Each share of Class A Common  Stock  shall  entitle  the
holder to one vote and each  share of Class B Common  Stock  shall  entitle  the
holder  to six  votes on all  matters  on which  holders  of Class A and Class B
Common Stock shall be entitled to vote.

          3. The amendment of the Certificate of Incorporation  herein certified
has been duly adopted in  accordance  with the  provisions of Section 228 of the
General Corporation Law of the State of Delaware.


Signed and attested to on May 18, 1994

                                           /S/
                                           -------------------------------------
                                           Peter Weissbrod, President

Attest:


  /S/
---------------------------------
Stuart Fuchsman, Secretary


<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                   LINDA'S FLAME ROASTED CHICKEN INCORPORATED




          It is hereby certified that:

          (i) The name of the corporation (hereinafter called the "Corporation")
is LINDA'S FLAME ROASTED CHICKEN INCORPORATED.

          (ii) The  Certificate of  Incorporation  of the  Corporation is hereby
amended by striking out Article  FIRST  thereof and by  substituting  in lieu of
said Article FIRST the following new Article:

          "  FIRST:  The  name  of  the  corporation   (hereinafter  called  the
             -----
"corporation") is Linda's Diversified Holdings Inc."


          IN WITNESS WHEREOF,  the Amendment of the Certificate of Incorporation
herein  certified  has been duly adopted in  accordance  with the  provisions of
Sections  228 and 242 of the General  Corporation  Law of the State of Delaware.
Prompt written notice of the adoption of the amendment herein certified has been
given to those  stockholders  who have not  consented  in  writing  thereto,  as
provided in Section 228 of the General Corporation Law of the State of Delaware.

Signed and attested to on
July  9th, 1996

                                           /S/
                                           -------------------------------------
                                           Peter Weissbrod, President
                                           and Chief Executive Officer
Attest:



 /S/
------------------------------
Richard Goldberger
Chairman of the Board


<PAGE>

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                      SERIES A CONVERTIBLE PREFERRED STOCK

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



          LINDA'S  DIVERSIFIED  HOLDINGS  INC.,  a  corporation   organized  and
existing  under  the laws of the State of  Delaware  (the  "Corporation"),  does
hereby certify that:

          FIRST:  The Corporation  was  incorporated in the State of Delaware on
February 14, 1994.

          SECOND: Pursuant to authority conferred upon the Board of Directors of
the  Corporation  (the  "Board")  by the  Certificate  of  Incorporation  of the
Corporation  (the  "Certificate  of  Incorporation")  and Section  151(g) of the
General Corporation Law of the State of Delaware, the Board has duly adopted the
following  resolutions,  which are still in full force and effect and are not in
conflict with any provisions of the  Corporation's  Certificate of Incorporation
or its By-Laws:

          RESOLVED,  that the Board hereby fixes and determines the  designation
of, the number of shares constituting, and the rights, preferences,  privileges,
and restrictions relating to, a series of Preferred Stock, as follows:

          1.  Designation  Amount;  Stated  Value.  From the  Corporation's  two
              -----------------------------------
million five hundred thousand (2,500,000)  authorized shares of Preferred Stock,
par value one mill ($0.001) per share,  one hundred  twenty  thousand  (120,000)
shares are hereby  designated  Series A Convertible  Preferred  Stock ("Series A
Preferred") with the rights, preferences,  privileges and restrictions specified
herein.  Each share of Series A  Preferred  shall have a stated  value of $10.00
(the "Stated Value").

          2. Dividends.
             ---------

               (a) The holders of record of the Series A Preferred, as of a date
fixed by the Board, shall be entitled to receive dividends, out of funds legally
available  therefor,  at the rate of $.70 per share  per annum  from the date of
issuance (the "Original Issue Date") until the first anniversary of the Original
Issue  Date and  thereafter  at the rate of $1.00 per share per  annum,  payable
quarterly in arrears on the 15th day of March,  June,  September and December of
each year (each,  a "dividend  payment  date")  commencing  March 15, 1997. If a
dividend  payment date is not a business day, then the dividend shall be payable
on the next  succeeding  business day. Such  dividends  shall be cumulative  and
shall accrue on each share of Series A Preferred  from the Original  Issue Date.
Dividends payable for any partial dividend period shall be computed on the basis
of a 360-day year or twelve 30-day months.

<PAGE>

               (b)  Shares of Series A  Preferred  that are  converted  into the
Corporation's  Class A Common Stock, par value $0.001 per share ("Class A Common
Stock"),  as provided herein shall not accrue  dividends  following the date the
conversion  is deemed  effected and all accrued and unpaid  dividends as of such
date shall, at the time of conversion, be paid in shares of Class A Common Stock
determined by adding the amount of such dividends to the numerator in clause (x)
of Section 5(a).

               (c) No dividends  or other  distributions,  other than  dividends
payable solely in shares of Common Stock of the Corporation  ("Common Stock") or
other capital stock of the Corporation  ranking junior as to dividends or rights
upon  dissolution or liquidation to the Series A Preferred (the "Junior Dividend
Stock"), shall be paid or set apart for payment on any shares of Common Stock or
Junior  Dividend Stock unless and until all accrued and unpaid  dividends on the
Series A Preferred shall have been paid or set apart for payment.

          3. Liquidation Preference. In the event of a liquidation,  dissolution
             ----------------------
or winding-up of the Corporation,  whether voluntary or involuntary, the holders
of record of the Series A  Preferred  shall be  entitled  to receive  ratably in
full, out of lawfully  available assets of the Corporation,  whether such assets
are stated capital or surplus of any nature,  an amount in cash per  outstanding
share  of  Series  A  Preferred  equal to the sum of the  Stated  Value  and all
dividends (whether or not declared) accrued and unpaid thereon as of the date of
final distribution to such holders,  without interest,  before any payment shall
be made or any assets  distributed  to the holders of Common  Stock or any other
class  or  series  of the  Corporation's  capital  stock  ranking  junior  as to
liquidation  rights to the Series A Preferred;  provided,  however,  that,  such
rights shall  accrue to the holders of the Series A Preferred  only in the event
the  Corporation's  payments with respect to the liquidation  preferences of any
holders of capital stock of the  Corporation  ranking  senior as to  liquidation
rights to the  Series A  Preferred  are fully  met.  If,  upon any  liquidation,
dissolution and winding up, the amount available for such payment to the holders
of Series A Preferred shall not be sufficient to pay in full the amounts payable
on the Series A Preferred,  the holders of the Series A Preferred  and any other
class or series of the  Corporation's  capital  stock  which  may  hereafter  be
created having parity as to liquidation rights with the Series A Preferred shall
share  in  the  distribution  of  the  amount  available  in  proportion  to the
respective   preferential  amounts  to  which  each  is  entitled.   None  of  a
consolidation or merger of the Corporation with another  corporation,  a sale or
transfer  of all or part of the  Corporation's  assets for cash,  securities  or
other property,  or a  reorganization  of the Corporation  shall be considered a
liquidation, dissolution or winding-up of the Corporation.

                                        2

<PAGE>

          4.  Voting  Rights.  The  holders of record of the Series A  Preferred
              --------------
shall  not have any  voting  rights,  except  as  otherwise  provided  herein or
required  by law.  So long as  shares  of Series A  Preferred  are  outstanding,
without the  approval  (by vote or written  consent,  as provided by law) of the
holders  of  record of at least a  majority  of the then  outstanding  shares of
Series A Preferred, voting separately as a class, the Corporation shall not:

               (a)  alter or  change  the  rights,  preferences,  privileges  or
restrictions of shares of Series A Preferred so as to affect them adversely, or

               (b)  increase  the  authorized  number  of  shares  of  Series  A
Preferred or increase or decrease the par value of the Series A Preferred.

               In the  event  the  Corporation  has  failed  to  make  any  four
quarterly dividend payments on the Series A Preferred,  the majority in interest
of the holders of record of the Series A Preferred shall have the right to elect
the minimum  number of directors to the Board as would  constitute a majority of
the Board at such time,  to serve as  directors  until such  accrued  and unpaid
dividends shall have been paid in full.

          5. Conversion Rights.
             -----------------

               (a)  Following  the  expiration  of six months after the Original
Issue Date, each share of Series A Preferred shall be convertible, at the option
of the holder of record thereof, into fully paid and nonassessable shares of the
Class A Common Stock. Each share of Series A Preferred shall be convertible into
the number of shares of Class A Common Stock  determined by dividing (x) $10.00,
subject to Section 2(b), by (y) a divisor equal to $2.75,  subject to adjustment
as provided in Section 6, (such divisor as so adjusted  being,  the  "Conversion
Price").

               (b) In order to exercise the conversion  rights set forth herein,
a holder of record of Series A Preferred  shall  surrender the  certificates  or
certificates  representing  such shares,  duly endorsed to the Corporation or in
blank, at the principal office of the Corporation or the Corporation's  transfer
agent for its Class A Common Stock,  or at such other office as the  Corporation
may  designate,  and  shall  give  written  notice to the  Corporation,  in form
reasonably  satisfactory to the  Corporation,  that states such holder elects to
convert the Series A Preferred or a specified  portion  thereof,  and sets forth
the name or names in which the certificate or certificates for shares of Class A
Common  Stock are to be issued (the  "Conversion  Notice");  provided,  however,
nothing in this Certificate of Designations shall be deemed to permit any holder
of Series A Preferred  to designate  another  person to be the holder of Class A
Common Stock issuable upon  conversion of the Series A Preferred if the issuance
to such other  person  would  violate  Federal or state  securities  laws or any
agreement  a holder of Series A  Preferred  has with the  Corporation  regarding
restrictions on  transferability  of any securities of the  Corporation  held by
such holder. As promptly as practicable after receipt of the Conversion  Notice,
surrender of the certificate or certificates representing the Series A Preferred

                                        3

<PAGE>


and  payment by the holder of any  applicable  transfer  or similar  taxes,  the
Corporation  shall issue and deliver (i) a certificate or  certificates  for the
number of full shares of Class A Common Stock issuable upon  conversion,  in the
name or names  and to the  address  or  addresses  specified  in the  Conversion
Notice, subject to any such restrictions on transferability, and (ii) a check in
payment for any fractional  shares pursuant to Section 10. The Corporation shall
cancel the certificate or certificates for Series A Preferred upon the surrender
thereof and shall execute and deliver a new  certificate for Series A Preferred,
representing  the  balance,  if any, of the number of shares  evidenced  by such
certificate  or  certificates  not so converted.  Each  Conversion  Notice shall
constitute a contract between the holder of shares of Series A Preferred and the
Corporation,  whereby the holder of such shares shall be deemed to subscribe for
the amount of Class A Common  Stock which he shall be  entitled to receive  upon
such  conversion and whereby the  Corporation  shall be deemed to agree that the
surrender of the  certificate or  certificates  therefor shall  constitute  full
payment of such  subscription  for Class A Common  Stock to be issued  upon such
conversion.

               (c) A  conversion  shall be deemed to have been  effected  at the
close of business  on the date on which the  Conversion  Notice  shall have been
received by the Corporation  and the  certificate or  certificates  for Series A
Preferred shall have been surrendered,  whereupon the holder thereof shall cease
to be a stockholder with respect thereto and all rights  whatsoever with respect
to such  shares  shall  terminate  (except  the  rights of the holder to receive
shares of Class A Common Stock and cash in respect of  fractional  shares and to
receive  accrued and unpaid  dividends  under Section  2(b)),  and the person or
persons in whose name any certificate or  certificates  for Class A Common Stock
are issuable upon such  conversion  shall be deemed to have become the holder of
record of the shares represented thereby on such date.


          6. Adjustment of Conversion Price.
             ------------------------------

               (a) Subject to the exceptions referred to in Section 6(g), in the
event the  Corporation  shall,  at any time or from time to time  after the date
hereof,  sell any shares of Common Stock for a consideration per share less than
the Market Price of the Class A Common  Stock (as defined in this Section  6(a))
on the date of the sale or issue any shares of Common Stock as a stock  dividend
to the holders of Common Stock, or subdivide or combine the  outstanding  shares
of Common  Stock  into a  greater  or lesser  number of shares  (any such  sale,
issuance,  subdivision or  combination  being herein call a "Change of Shares"),
then, and thereafter upon each further Change of Shares, the Conversion Price in
effect  immediately  prior to such Change of Shares  shall be changed to a price
(including any  applicable  fraction of a cent)  determined by  multiplying  the
Conversion  Price  in  effect  immediately  prior  thereto  by a  fraction,  the
numerator  of which  shall be the sum of the  number of  shares of Common  Stock
outstanding  immediately prior to the issuance of such additional shares and the
number of  shares of Class A Common  Stock  which  the  aggregate  consideration
received  (determined as provided in subsection  6(e)(F) below) for the issuance
of  such  additional  shares  would  purchase  at  the  Market  Price,  and  the
denominator  of which  shall be the sum of the number of shares of Common  Stock
outstanding  immediately  after the  issuance of such  additional  shares.  Such
adjustment shall be made successively whenever such as issuance is made.

                                        4

<PAGE>




               Market  Price of the  Class A  Common  Stock  shall  mean (i) the
average  closing bid price for 30 consecutive  business  days,  ending within 15
days of the date of the event giving rise to and  adjustment  of the  Conversion
Price (the "Event  Date") of the Class A Common  Stock as reported by the Nasdaq
Stock Market or (ii) the last reported sales price for 30  consecutive  business
days,  ending within 15 days of the Event Date on the primary  exchange on which
the Class A Common  Stock is traded,  if the Class A Common Stock is traded on a
national  securities  exchange,  including the Nasdaq National Market. If not so
traded,  the Market Price shall mean the price  determined  in good faith by the
Board.

               (b) In case of any  reclassification,  capital  reorganization or
other  change  of  outstanding  shares  of  Common  Stock,  or in  case  of  any
consolidation  or merger of the Corporation  with or into any other  corporation
(other than a consolidation or merger in which the Corporation is the continuing
corporation  and  which  does  not  result  in  any  reclassification,   capital
reorganization  or other change of outstanding  shares of Common  Stock),  or in
case of any sale or  conveyance  to another  corporation  of the property of the
Corporation as, or substantially  as, an entirety (other than a  sale/leaseback,
mortgage or other financing transaction),  the Corporation shall cause effective
provision to be made so that each holder of Series A Preferred then  outstanding
shall have the right thereafter,  upon conversion of such Series A Preferred, to
purchase the kind and number of shares of stock or other  securities or property
(including cash) receivable upon such  reclassification,  capital reorganization
or other change,  consolidation,  merger,  sale or conveyance by a holder of the
number of shares of Common Stock that might have been purchased upon  conversion
of such Series A Preferred immediately prior to such  reclassification,  capital
reorganization or other change,  consolidation,  merger, sale or conveyance. Any
such provision shall include  provision for adjustments  that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
6. The  Corporation  shall not effect any such  consolidation,  merger,  sale or
conveyance unless prior to or simultaneously with the consummation  thereof, the
successor (if other than the Corporation)  resulting from such  consolidation or
merger or the corporation purchasing assets or other appropriate  corporation or
entity  shall  assume,  by written  instrument  executed  and  delivered to each
registered  holder of the Series A Preferred,  the obligation to deliver to such
holder such shares of stock,  securities  or assets as, in  accordance  with the
foregoing  provisions,  such holder may be  entitled  to purchase  and the other
obligations under this Agreement. The foregoing provisions shall similarly apply
to successive  reclassifications,  capital  reorganizations and other changes of
outstanding  shares of Common Stock and to successive  consolidations,  mergers,
sales or conveyances.

               (c)  Irrespective of any adjustments or changes in the Conversion
Price,  the  certificates  representing  the Series A Preferred  theretofore and
thereafter  issued  shall  continue to be in the same form as when the same were
originally issued.

                                        5

<PAGE>



               (d) After each  adjustment of the  Conversion  Price  pursuant to
this Section 6, the Corporation  will promptly  prepare a certificate  signed by
the Chairman or President, and by the Treasurer or an Assistant Treasurer or the
Secretary  or an  Assistant  Secretary,  of the  Corporation  setting  forth the
Conversion  Price as so adjusted,  and a brief statement of the facts accounting
for such adjustment.  The Company will promptly cause a brief summary thereof to
be sent by ordinary first class mail to D.H. Blair Investment  Banking Corp. and
to each registered  holder of Series A Preferred at his last address as it shall
appear on the  registry  books of the  Corporation  or its  transfer  agent.  No
failure to mail such  notice nor any defect  therein or in the  mailing  thereof
shall  affect  the  validity  thereof  except  as to  the  holder  to  whom  the
Corporation  failed to mail such notice, or except as to the holder whose notice
was defective.  The affidavit of the Secretary or an Assistant  Secretary of the
Corporation  that such notice has been mailed shall, in the absence of fraud, be
prima facie evidence of the facts stated therein.

               (e) For purposes of Section 6(a) hereof, the following provisions
A. to F. shall also be applicable.

               A. The number of shares of Common Stock  outstanding at any given
time shall include shares of Common Stock owned or held by or for the account of
the  Corporation  and  the  sale or  issuance  of such  treasury  shares  or the
distribution  of any such  treasury  shares shall not be  considered a Change of
Shares for purposes of said section.

               B. No  adjustment  of the  Conversion  Price shall be made unless
such  adjustment  would require an increase or decrease of at least $.10 in such
price; provided that any adjustments,  which by reason of this clause B. are not
required to be made,  shall be carried  forward and shall be made at the time of
and together  with the next  subsequent  adjustment,  which,  together  with any
adjustment(s)  so carried  forward,  shall require an increase or decrease of at
least $.10 in the Conversion Price then in effect hereunder.

               C. In case of (1) the  sale by the  Corporation  for  cash or any
rights or warrants to subscribe  for or purchase or any options for the purchase
of Common Stock or any securities  convertible  into or exchangeable  for Common
Stock without the payment of any further  consideration  other than cash, if any
(such  convertible or exchangeable  securities being herein called  "Convertible
Securities"), or (2) the issuance by the Corporation, without the receipt by the
Corporation  of  any  consideration  therefor,  of any  rights  or  warrants  to
subscribe  for or purchase,  or any options for the purchase of, Common Stock or
Convertible Securities, in each case, if (and only if) the consideration payable
to the Corporation  upon the exercise of such rights,  warrants or options shall
consist of cash, whether or not such rights,  warrants or options,  or the right
to convert or exchange such Convertible Securities, are immediately exercisable,
and the price per share for which Common Stock is issuable  upon the exercise of
such  rights,  warrants  or options or upon the  conversion  or exchange of such
Convertible  Securities  (determined  by  dividing  (x)  the  minimum  aggregate
consideration  payable to the  Corporation  upon the  exercise  of such  rights,
warrants or options, plus the consideration  received by the Corporation for the
issuance or sale of such rights,  warrants or options, plus, in the case of such
Convertible Securities, the minimum aggregate amount of

                                        6

<PAGE>


Convertible   Securities,   the   minimum   aggregate   amount   of   additional
consideration,  if any, other than such Convertible Securities, payable upon the
conversion or exchange  thereof,  by (y) the total  maximum  number of shares of
Common Stock  issuable upon the exercise of such rights,  warrants or options or
upon the conversion or exchange of such Convertible Securities issuable upon the
exercise of such  rights,  warrants or options) is less than the Market Price of
the Class A Common  stock on the date of the  issuance  or sale of such  rights,
warrants or options,  then the total  maximum  number of shares of Common  Stock
issuable  upon the  exercise  of such  rights,  warrants  or options or upon the
conversion  or exchange of such  Convertible  Securities  (as of the date of the
issuance or sale of such  rights,  warrants  or  options)  shall be deemed to be
outstanding shares of Common Stock for purposes of Section 6(a) hereof and shall
be deemed to have been sold for cash in an amount equal to such price per share.

               D.  In  case  of the  sale  by the  Corporation  for  cash of any
Convertible  Securities,  whether  or not the right of  conversion  or  exchange
thereunder is immediately exercisable,  and the price per share for which Common
Stock is issuable upon the conversion or exchange of such Convertible Securities
(determined  by dividing (x) the total amount of  consideration  received by the
Corporation  for the  sale of such  Convertible  Securities,  plus  the  minimum
aggregate  amount  of  additional   consideration,   if  any,  other  than  such
Convertible Securities,  payable upon the conversion or exchange thereof, by (y)
the total maximum  number of shares of Common Stock issuable upon the conversion
or exchange or such Convertible Securities) is less than the Market Price of the
Class A Common  Stock on the  date of the sale of such  Convertible  Securities,
then the total  maximum  number of shares  of  Common  Stock  issuable  upon the
conversion  or exchange of such  Convertible  Securities  (as of the date of the
sale of such Convertible Securities) shall be deemed to be outstanding shares of
Common Stock for  purposes of Section  6(a) hereof,  and shall be deemed to have
been sold for cash in an amount equal to such price per share.

               E. In case the Corporation shall modify the rights of conversion,
exchange or exercise of any of the  securities  referred to in C. above,  or any
other securities of the Corporation convertible, exchangeable or exercisable for
shares of Common  Stock,  for any reason other than an event that would  require
adjustment to prevent dilution,  so that the consideration per share received by
the  Corporation  after such  modification  is less than the Market Price of the
Class A Common  Stock on the date  prior to such  modification,  the  Conversion
Price to be in effect after such modification shall be determined by multiplying
the Conversion Price in effect immediately prior to such event by a fraction, of
which the  numerator  shall be the sum of the  number of shares of Common  Stock
outstanding on the date immediately  prior to such  modification plus the number
of shares of Common Stock which the  aggregate  consideration  receivable by the
Corporation for the securities  affected by the  modification  would purchase at
the Market Price of the Class A Common Stock and of which the denominator  shall
be the number of shares of Common Stock outstanding on such date plus the number
of shares of Common Stock to be issued upon conversion,  exchange or exercise of
the modified  securities  at the modified  rate.  Such  adjustment  shall become
effective as of the date upon which such modification  shall take effect. On the
expiration of any such right,  warrant or option or the  termination of any such
right to convert or  exchange  any such  Convertible  Securities  referred to in

                                       7

<PAGE>


Paragraph C or D above,  the  Conversion  Price then in effect  hereunder  shall
forthwith be readjusted to such Conversion  Price as would have obtained (a) had
the adjustments made upon the issuance or sale of such rights, warrants, options
or Convertible  Securities  been made upon the basis of the issuance of only the
number of shares of Common Stock theretofore  actually  delivered (and the total
consideration  received therefor) upon the exercise of such rights,  warrants or
options or upon the  conversion or exchange of such  Convertible  Securities and
(b) had adjustments  been made on the basis of the Conversion  Price as adjusted
under clause (a) for all  transactions  (which would have affected such adjusted
Conversion  Price)  made after the  issuance or sale of such  rights,  warrants,
options or Convertible Securities.

               F. In case of the sale for cash or any  shares of  Common  Stock,
any Convertible Securities,  any rights or warrants to subscribe for or purchase
or any options for the purchase of Common Stock or Convertible  Securities,  the
consideration  received by the  Corporation  therefore shall be deemed to be the
gross sales price  therefor  without  deducting  therefrom  any expense  paid or
incurred by the  Corporation  or any  underwriting  discounts or  commissions or
concessions paid or allowed by the Corporation in connection therewith.

               (f) No adjustment to the Conversion Price will be made, however,

               (i) upon the exercise of any of the options presently outstanding
under  the  Corporation's   Stock  Option  Plans  (the  "Plans")  for  officers,
directors, consultants and certain other key personnel of the Corporation; or

               (ii) upon the issuance or exercise of any other  securities which
may  hereafter  be  granted  or  exercised  under  the  Plans or under any other
employee benefit plan of the Corporation; or

               (iii) upon the sale or conversion of the Series A Preferred; or

               (iv) upon the  issuance  or sale of Common  Stock or  Convertible
Securities  upon the  exercise  of any rights or warrants  to  subscribe  for or
purchase  or any  options  for the  purchase  of  Common  Stock  or  Convertible
Securities,  whether or not such rights, warrants or options were outstanding on
the date of the  original  sale of the  conversion  of the Series A Preferred or
were thereafter issued or sold; or

               (v) upon the issuance or sale of Common Stock upon  conversion or
exchange of any  Convertible  Securities,  whether or not any  adjustment in the
Purchase Price was made or required to be made upon the issuance or sale of such
Convertible  Securities  and  whether or not such  Convertible  Securities  were
outstanding  on the date of the original  sale of the Series A Preferred or were
thereafter issued or sold.

               (g) As used in this Section 6, the term "Common Stock" shall mean
and include the Corporation's Common Stock authorized on the Original Issue Date
and  shall  also  include  any  capital  stock of any  class of the  Corporation
thereafter authorized which shall not be limited to a fixed sum or percentage in

                                        8

<PAGE>


respect of the rights of the holders  thereof to participate in dividends and in
the  distribution  of assets  upon the  voluntary  liquidation,  dissolution  or
winding up of the Corporation;  provided, however, that the shares issuable upon
conversion  of the Series A Preferred  shall  include  only shares of such class
designated in the  Corporation's  Certificate of Incorporation as Class A Common
Stock on the  Original  Issue  Date or (i) in the case of any  reclassification,
change,  consolidation,  merger, sale or conveyance of the character referred to
in Section 6(b) hereof,  the stock,  securities or property provided for in such
section or (ii) in the case of any reclassification or change in the outstanding
shares of Class A Common  Stock  issuable  upon the  conversion  of the Series A
Preferred as a result of a subdivision  or combination or consisting of a change
in par  value,  or from par value to no par  value,  or from no par value to par
value, such shares of Common Stock as so reclassified or changed.

               (h)  Any  determination  as  to  whether  an  adjustment  in  the
Conversion Price in effect is required  pursuant to this Section 6, or as to the
amount of any such adjustment, if required, shall be binding upon the holders of
the Series A Preferred and the Corporation if made in good faith by the Board.

               (i) If and whenever the Corporation shall grant to the holders of
Common Stock,  as such,  rights or warrants to subscribe for or to purchase,  or
any options for the purchase of, Common Stock or securities  convertible into or
exchangeable  for or  carrying  a right,  warrant or option to  purchase  Common
Stock,  the Corporation  shall  concurrently  therewith grant to each registered
holder as of the record date for such transaction of the Series A Preferred then
outstanding,  the  rights,  warrants  or options  to which each such  registered
holder would have been  entitled  if, on the record date used to  determine  the
stockholders  entitled to the rights,  warrants or options  being granted by the
Corporation,  the  registered  holder  was the holder of record of the number of
whole shares of Class A Common Stock then issuable upon conversion of the Series
A Preferred (assuming, for purposes of this Section 6(i), that conversion of the
Series A Preferred is permissible  during periods prior to the expiration of six
months after the  Original  Issue Date).  Such grant by the  Corporation  to the
holders  of the  Series A  Preferred  shall be in lieu of any  adjustment  which
otherwise might be called for pursuant to this Section 6.

          7. Reservation of Shares; Payment of Taxes.
             ---------------------------------------

               (a) The  Corporation  covenants that it will at all times reserve
and keep available out of its authorized Common Stock, solely for the purpose of
issue upon conversion of the Series A Preferred, such number of shares of Common
Stock as shall then be issuable upon the conversion of all outstanding  Series A
Preferred. The Corporation covenants that all shares of Common Stock which shall
be issuable  upon  conversion  of the Series A Preferred  shall,  at the time of
delivery,  be duly and validly issued,  fully paid,  nonassessable and free from
all taxes, liens and charges with respect to the issue thereof (other than those
which the Corporation  shall promptly pay or discharge,  subject to Section 7(b)
below).

                                        9

<PAGE>

               (b) The Corporation  shall pay all documentary,  stamp or similar
taxes and other  governmental  charges  that may be imposed  with respect to the
issuance of the Series A Preferred, or the issuance or delivery of any shares of
Common Stock upon conversion of the Series A Preferred; provided, however, that,
if the shares of Common  Stock are to be delivered in a name other than the name
of the holder of record of the certificate  representing  any Series A Preferred
being  converted,  then  no  such  delivery  shall  be made  unless  the  person
requesting the same has paid to the  Corporation the amount of transfer taxes or
charges incident thereto, if any.


          8. Redemption.
             ----------

               (a) The Series A  Preferred  shall be subject to  redemption,  in
whole or in part, on any date specified by the Company (the  "Redemption  Date")
after the fifth  anniversary  of the  Original  Issue  Date at a price per share
equal to the Stated Value plus  accrued but unpaid  dividends  (the  "Redemption
Price")  provided that, as of the Redemption Date, the Market Price of the Class
A Common  Stock is at least 200% of the Market Price of the Class A Common Stock
as of the Original  Issue Date. If a dividend  payment on the Series A Preferred
is past due,  the  Corporation  may  redeem  not less  than all of the  Series A
Preferred outstanding.

               (b) Notice of redemption (the "Redemption Notice") shall be given
by the  Corporation  to the holders of record of the shares to be  redeemed,  at
their respective addresses on the books of the Corporation, not less than 10 nor
more than 60 days prior to the Redemption  Date. If the Redemption  Notice shall
have  been duly  mailed  and if, on or before  the  Redemption  Date,  all funds
necessary for such  redemption  shall have been set aside by the  Corporation in
trust for the account of the holders of the Series A Preferred  to be  redeemed,
so as to be  available  therefor,  then,  from  and  after  the  giving  of  the
Redemption Notice,  notwithstanding  that any certificate for shares of Series A
Preferred  so  called  for  redemption  shall  not  have  been  surrendered  for
cancellation,  all rights in or with  respect  to such  shares  shall  terminate
except the right of the holder to (i)  receive  the  Redemption  Price,  without
interest,  upon  compliance  with the  procedures  specified  in the  Redemption
Notice,  or (ii) convert  such shares of Series A Preferred  into Class A Common
Stock  pursuant  to Section 6 hereof,  not later than the  fourth  business  day
preceding the Redemption Date.

          9. Status of Reacquired Shares. The shares of Series A Preferred which
             ---------------------------
have been issued and reacquired in any manner by the Corporation  shall have the
status  of  authorized  and  unissued  shares  of  Preferred  Stock  and  may be
reclassified  and  reissued as a part of a new series of  Preferred  Stock to be
created by resolution or resolutions of the Board.

          10. No Fractional  Shares.  The  Corporation  shall not be required to
              ---------------------
issue  fractional  shares  of  Common  Stock  upon any  conversion  of  Series A
Preferred but shall pay in lieu thereof,  as soon as practicable  after the date
the Series A Preferred is  surrendered  for  conversion in  accordance  with the
provisions of this Certificate of  Designations,  an amount in cash equal to the
same fraction of the Market Price of a full share of Common Stock.

                                       10

<PAGE>

          11.   Determination  of  the  Board.   Whenever  this  Certificate  of
                -----------------------------
Designations requires  determination to be made by the Board, such determination
shall be conclusive and shall be set forth in Board resolution.

          12. Notices.  Any notice  required by these  provisions to be given to
              -------
the holders of Series A Preferred  shall be deemed given on the second  business
day after mailing,  first class mail, postage prepaid, or on the day of delivery
if sent by overnight  courier,  in each instance in an envelope  address to each
holder of record of Series A Preferred at such holder's address appearing on the
books of the Corporation.

          RESOLVED,  FURTHER,  that  the  President  and  the  Secretary  of the
Corporation be, and they hereby are, authorized and directed to prepare and file
a Certificate of Designations in accordance with this resolution and as required
by law.

          IN WITNESS  WHEREOF,  the undersigned has executed this Certificate of
Designations on behalf of Linda's Diversified  Holdings Inc. and does affirm the
foregoing  as true under the  penalties  of perjury  this 16th day of  December,
1996.

                                               LINDA'S DIVERSIFIED HOLDINGS INC.



                                                By: /S/
                                                   -----------------------------
                                                         Richard Goldberger
                                                       Chairman of the Board


                                       11