<PAGE>

                                                                     EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         CHROMATICS INTERNATIONAL, INC.

                            ------------------------
                            Under Section 807 of the
                            Business Corporation Law
                            ------------------------


         We, the undersigned, Darby S. Macfarlane, President, and Leslie
Foglesong, Secretary, of Chromatics International, Inc., a corporation organized
and existing under the Business Corporation Law of the State of New York, do
hereby certify as follows:

         1. The name of the corporation is Chromatics International, Inc.

         2. The certificate of incorporation of the corporation was filed by the
Department of State on March 30, 1984.

         3. The text of the certificate of incorporation of the corporation is
hereby changed and restated in order to (i) change the county in which the
office of the corporation is located, (ii) change the address to which the
Secretary of State shall mail a copy of process against the corporation served
upon him and (iii) restate the text of the certificate of incorporation of the
corporation to read in its entirety as follows:

         "FIRST: The name of the corporation is Chromatics International, Inc.
(the "Corporation").


<PAGE>




         SECOND: The purposes for which the corporation is to be formed are as
follows:

                  (a) To engage in the research and development, marketing,
distribution, purchase, sale (at wholesale or retail), export, license, design,
manufacture, and/or rental or any computer, machine, technology, device, scheme,
method, and/or products and goods (soft or hard) of every nature and kind either
alone and/or relating to or in conjunction with the detection and analysis of
the correct or appropriate color compatible beauty and other items for a
person's skin pigment, such items to include but not be limited to hair tint,
cosmetics and makeup of every nature and kind, furniture, fashion and wearing
apparel, art jewelry, home and interior design, and environmental items of all
kinds and nature.

                  (b) To act as consultants of every nature and kind in all
areas of the beauty, make-up, fashion and apparel industries, and any and all
other industries whatsoever and regardless of whether such services are rendered
directly to businesses and/or the general public.

                  (c) To undertake to assume the whole or any part of the
obligations or liabilities of any person, firm, association or corporation,
provided such acquisition is related to the purposes granted herein.

                  (d) To carry on, assist, and to participate with others, in
the organization, financing (including lending and advancing money), liquidation
or organization of firms, associations or corporations engaged in any similar
lawful business enterprise, and to lend and advance money and to give credit to
individuals, partnerships, corporations, joint stock associations, and trustees,
either with or without security, provided, however, nothing herein contained
shall be taken to authorize such corporation to engage in the business of
banking or to deal in commercial paper in the exercise of the functions of
banking.



                                       2
<PAGE>


                  (e) Directly or through ownership of stock in any corporation,
to purchase or otherwise acquire, hold, manufacture, sell, exchange, mortgage,
pledge, hypothecate, underwrite, deal in and dispose of stocks, bonds, notes,
debentures, or other evidence of indebtedness and obligations and securities of
any corporation, company, association, partnership, syndicate, entity, or
person, domestic or foreign, or of any other domestic or foreign state,
government, or governmental authority or of any political or administrative
subdivision or department thereof, and certificates or receipts of any kind
representing or evidencing any interest in any such stocks, bonds, notes,
debentures, evidences of indebtedness, obligations, or securities to issue its
own shares of stock, bonds, notes, debentures, evidences of indebtedness,
obligations, securities, certificates, or receipts purchased or acquired by it,
and, while the owner or holder of any such stocks, bonds, debentures, evidences
of indebtedness, obligations, securities, certificates or receipts, to exercise
all the rights of ownership permitted by law; to aid by loan, subsidy, guaranty,
or otherwise, those issuing, creating, or responsible for any such stocks,
bonds, notes, debentures, evidences of indebtedness, obligations, securities,
certificates or receipts.

                  (f) To purchase or otherwise acquire, hold, exchange, pledge,
hypothecate, sell, deal in, and dispose of mortgages covering any property, tax
liens, and transfer of tax liens in real estate.

                  (g) To transact a general real estate agency and brokerage
business, buying, selling and dealing in real estate and real property and any
interest therein; on commission, or otherwise and renting and managing real
estate; and to act as agent; or attorney-in-fact for any persons or corporations
in buying, selling, holding and dealing in real estate; and


                                       3
<PAGE>


any and all personal property collateral thereto and in such supervising,
managing, managing, and protecting of such property and any interest therein
and claims affecting same.

                  (h) To buy, sell or otherwise deal in as principal, factor,
agent or broker, and upon commission or otherwise, all forms and kinds of
securities, shares of stocks, bonds, debentures, warehouse receipts, promissory
notes, open accounts, certificates of indebtedness, evidence of indebtedness of
every kind, nature or character, commercial paper, mortgages, chattel mortgages
and other similar instruments and rights, whether secured or unsecured;
including bills and other accounts receivable, choses in action, leases,
contracts of conditional sale, and any and all kinds of negotiable or
non-negotiable paper (secured as well as unsecured), evidencing or connected
with the purchase, sale or exchange of any and all kinds of personal property.

                  (i) To apply for purchase, or in any manner acquire to hold,
own and operate, to sell or in any manner dispose of; to grant or license
letters patent, copyrights, chemical formulas, rights of representation,
licenses and privileges of any sort, an in any manner deal with, any and all
such rights, interests, inventions, improvements and processes used in
connection with or secured under such copyrights or under letters patent of the
United States or other countries or otherwise, and to work, operate and develop
the same.

                  (j) In general, to carry on any business connected with the
foregoing, or incidental, appurtenant to or growing out of any of the foregoing,
or in any way necessary, suitable or proper for the accomplishment of the
aforesaid objects, purposes and powers, and to have and exercise all the powers
conferred by the laws of New York upon corporations formed under the Business
Corporation Law of the State of New York.


                                       4
<PAGE>


                  (k) The objects and purposes specified in the foregoing
clauses shall, except where otherwise expressed, be in no wise limited to or
restricted by reference to, or inference from, the terms of any other clause in
this Certificate of Incorporation, but the objects and purposes specified in
each of the foregoing clauses of this Article shall be regarded as independent
objects and purposes.

         THIRD: The office of the Corporation is to be located in Westchester
County, New York.

         FOURTH: A. Authorization. The Corporation shall have authority to issue
10,000,000 shares of common stock, (the "Common Stock"), par value $0.001 per
share, and 1,400,000 shares of preferred stock (the "Preferred Stock"), par
value $0.01 per share, which shares shall be designated as Class A Preferred
Stock;

         The relative rights, preferences and limitations of the shares of
Common Stock and the Class A Preferred Stock shall be as hereinafter provided in
this Article FOURTH.

     B.  Common Stock
         ------------

         (1) Dividends. Subject to the prior rights of the holders of the Class
A Preferred Stock, the holders of Common Stock shall be entitled to receive such
dividends as from time to time may be lawfully declared by the Board of
Directors of the Corporation from any surplus of the Corporation.



                                       5
<PAGE>


                  (2) Voting Rights. The holders of Common Stock shall be
entitled to all of the voting rights and privileges pertaining to Common Stock,
without any limitations, prohibitions, restrictions or qualifications, and each
share of Common Stock shall be entitled to one vote on any matter submitted to
the vote of, or for the consent by, the shareholders of the Corporation.

                  (3) Liquidation. In the event of the voluntary or involuntary
liquidation or winding up of the Corporation, after satisfying claims of
creditors, secured and unsecured, and after distribution in full of the
preferential amounts, if any, to be distributed to the holders of the Preferred
Stock, the holders of the Common Stock shall be entitled to receive all of the
remaining assets of the Corporation of whatever kind lawfully available for
distribution to shareholders, ratably in proportion to the number of shares of
Common Stock held by them. Neither the sale, lease or exchange (for cash, shares
of stock, securities, or other consideration) of all or substantially all of the
property and assets of the Corporation, nor the merger or consolidation of the
Corporation into or with any other corporation, nor the merger of any other
corporation into the Corporation, shall be deemed to be a dissolution,
liquidation or winding up of the Corporation.

     C.  Class A Preferred Stock
         -----------------------

         (1) Dividends. The holders of the outstanding shares of Class A
Preferred Stock shall be entitled to receive, pari passu, when and as declared
by the Board of Directors, out of any assets at the time legally available
therefor, dividends in cash at the rate of $.001 per annum (as adjusted for any
reorganizations or stock splits, distributions or dividends with respect



                                       6
<PAGE>

to such shares) before any dividend is paid on shares of Common Stock. Such
dividend may be paid quarterly (in installments of $.00025 per share) or
otherwise as the Board of Directors may from time to time determine. The
Corporation shall make no distributions to the holders of common stock in any
fiscal year unless and until such dividends shall have been paid to or declared
and set apart upon the Class A Preferred Stock at the rate per annum set forth
above for each quarter of such fiscal year, including the quarter in which such
dividends upon the Common Stock are declared, provided, however, that the
Corporation shall be entitled to repurchase or redeem shares of Common Stock
pursuant hereto, and/or pursuant to its agreements with the holders thereof
without paying or declaring dividends upon the Class A Preferred Stock. The
right to such dividends on the Class A Preferred Stock shall not be cumulative
and no rights shall accrue to holders of the Class A Preferred Stock by reason
of the fact that dividends on said shares are not declared in any prior year,
nor shall any undeclared or unpaid dividends bear or accrue interest.

         (2) Voting Rights. Subject to the provisions of Section C(6) of this
Article FOURTH, the holders of record of Class A Preferred Stock shall be
entitled to one vote per share at all meetings of shareholders of the
Corporation and said voting rights shall be equal in all respects to the voting
rights of the Corporation's Common Stock. The holders of record of the shares of
the Class A Preferred Stock shall vote such shares together with the holders of
the Corporation's Common Stock and not as a separate class.

         (3) Liquidation. (a) In the event of the voluntary or involuntary
liquidation or winding up of the Corporation, after satisfying claims of
creditors, secured and unsecured, the holders of the Class A Preferred Stock
shall be entitled to receive out of the assets of the



                                       7
<PAGE>

Corporation available for distribution to shareholders, before any payment shall
be made on the Common Stock or any other capital stock of the Corporation, the
amount of $0.01 per share. Neither the sale, lease or exchange (for cash, shares
of stock, securities, or other consideration) of all or substantially all of the
property and assets of the Corporation, nor the merger or consolidation of the
Corporation into or with any other corporation, nor the merger of any other
corporation into the Corporation, shall be deemed to be a dissolution,
liquidation or winding up of the Corporation.

         (b) In the event that the assets of the Corporation available for
distribution to the Holders of the Class A Preferred Stock upon any liquidation
or winding up of the Corporation shall be insufficient to pay in full all
amounts to which such holders are entitled, pursuant to paragraph (a) of this
subsection (3), such distribution shall be made ratably, in proportion to the
full distributable amounts to which holders of Class A Preferred Stock are
respectively entitled upon such liquidation or winding up.

                  (4) Conversion Right.(a) Subject to Section C (5) of the
Article FOURTH, upon the first to occur of (i) the Corporation's combined
pre-tax net operating income (before interest expense), as reflected on the
Corporations audited financial statements (but excluding, in each case, any
extraordinary item and any revenues or earnings generated by businesses acquired
by the Corporation by merger, consolidation, asset or stock acquisition or
similar transaction in each case after the date (the "Commencement Date") of the
filing of the Certificate of Amendment to the Certificate of Incorporation of
the Corporation of which this provision is a part) for any two consecutive
calendar years during the period commencing on the Commencement Date and ending
on December 31, 1996 exceeding $20,000,000 or (ii) the



                                       8
<PAGE>

closing bid quotation of the Common Stock on the National Association of
securities dealers Automated Quotation System ("NASDAQ") (of the last sale
price, if the Common Stock is principally traded on a national securities
exchange or the NASDAQ national market System) being at least 546.67 on 30
consecutive trading days at any time during the period commencing on the
Commencement Date and ending on December 31, 1996 (each such event referred to
in the preceding subclauses (i) and (ii) being hereinafter referred to as an
"Event" and each such date being hereinafter referred to as the "Event Date"),
each share of Class A Preferred Stock outstanding immediately prior to the Event
date shall be, at the option of the holders thereof upon written notice (the
"Election Notice"), duly given to the Corporation within 30 days (the "Election
Notice Period") of such holders receiving written notice from the Corporation
(which notice shall be sent by certified mail, return receipt requested, to the
address of such holder as it shall appear on the stock register of the
Corporation) of the occurrence of the Event, convertible into 0.21739 shares of
Common Stock, subject to the provisions for adjustment hereinafter set forth.
Until such time as the certificates representing the Class A Preferred Stock to
the converted pursuant to any such Election Notice shall have been surrendered
and certificates evidencing the Common Stock to be issued shall have bene issued
in accordance with the provisions of paragraph (c) of this subsection (4), the
certificates representing the Class A Preferred Stock shall represent the shares
of Common Stock issuable upon the conversion of such Class A Preferred Stock and
the holders thereof shall be entitled to all the rights and privileges of the
holders of the Common Stock. The Corporation shall give prompt written notice to
the holders of the Class A Preferred Stock of the occurrence of an Event (which
in any event shall be given not later than five days after the occurrence of
such Event).


                                       9
<PAGE>


         (b)) The number of shares of Common Stock into which each share of
Class A Preferred Stock is convertible shall be subject to the adjustment from
time to time as follows:

                           (i) In the event the Corporation shall at any time or
                           from time to time on or prior to the Event Date (A)
                           declare a dividend or make a distribution on the
                           outstanding shares of Common Stock in shares of
                           Common Stock, (B) subdivide or reclassify the
                           outstanding shares of Common Stock into a greater
                           number of shares, or (C) combine or reclassify the
                           outstanding shares of Common Stock into a smaller
                           number of shares, then, and in each such case, the
                           number of shares of Common Stock into which each
                           share of Class A Preferred Stock is convertible shall
                           be adjusted so that the holder of each such share of
                           Class A Preferred Stock shall be entitled to receive,
                           upon the conversion thereof, the number of shares of
                           Common Stock which the holder of such share of Class
                           A Preferred Stock would have been entitled to receive
                           after the happening of any of the events described
                           above had such share been converted immediately prior
                           to the happening of such event or the record date
                           therefor, whichever is earlier. An adjustment made
                           pursuant to this clause (i) shall become effective
                           (1) in the case of any such dividend or distribution,
                           immediately after the close of business on the record
                           date for the determination of holders of shares
                           entitled to receive such dividend or distribution, or
                           (2) in the case of any such subdivision,
                           reclassification or combination, at the close of
                           business on the day upon which such corporate action
                           becomes effective.



                                       10
<PAGE>


                           (ii) In the event of any merger, consolidation or
                           other business combination in which the Corporation
                           is not the surviving corporaiton or in the event of
                           the sale or disposition of all or substantially all
                           of the assets of the Corporaiton, the successor or
                           purchasing corporation, as the case may be, shall
                           deliver to each holder of shares of Class A Preferred
                           Stock an undertaking that such holder shall have the
                           right upon conversion to receive the kind and amount
                           of securities, cash and property which such holder
                           would have owned or been entitled to receive upon the
                           happening of such merger, consolidation, business
                           combination or sale had such shares been converted
                           immediately prior to the happening of such event.
                           Such undertaking shall provide for adjustments, which
                           shall bed as nearly equivalent as may be practicable
                           to the adjustments provided for in Section C(4)
                           hereof. The provisions of this clause (ii) shall
                           similarly apply to successive mergers,
                           consolidations, business combinations and sales or
                           transfers.

                           (iii) Whenever the number of shares of Common Stock
                           into which each share of Class A Preferred Stock is
                           convertible is adjusted as provided in Section
                           C(4)(b) of this Article FOURTH or whenever a merger,
                           consolidation or other business combination giving
                           rise to certain rights on the part of the holders of
                           the Class A Preferred Stock as provided in Section
                           C(4)(b)(ii) of this Article FOURTH, occurs, the
                           Corporation shall promptly mail by certified mail,
                           return receipt requested, to the holders of


                                       11
<PAGE>

                           record of the outstanding shares of Class A Preferred
                           Stock at their respective addresses as the same
                           appear on the stock register of the Corporation a
                           notice either stating that the number of shares of
                           Common Stock into which the shares of Class A
                           Preferred Stock are convertible has been adjusted and
                           setting forth the new number of shares of Common
                           Stock into which each share of Class A Preferred
                           Stock is convertible as a result of such adjustment,
                           a brief statement of the facts requiring such
                           adjustment and the computation thereof, and when such
                           adjustment became effective, or setting forth a brief
                           statement of the kind and amount of securities, cash
                           and/or property to be received by such holder for
                           each issued and outstanding share of Class A
                           Preferred Stock.

         (c) If the conditions set forth in paragraph (a) of Section C(4) hereof
are met, within 10 days of delivering the Election Notice to the Corporation or
as soon thereafter as practicable, the holders of the shares of Class A
Preferred Stock electing to have such stock converted as provided herein shall
deliver to the Corporation, at its then principal executive offices,
certificates evidencing the shares of Class A Preferred Sock to be so converted,
accompanied by appropriate endorsements, and transfer documents satisfactory to
the Corporation. Upon surrender of such certificates and cancellation of the
shares evidenced thereby the Corporaiton shall issue certificates evidencing
Common Stock, registered in the name of the person specified by such holder,
representing such number of shares of Common Stock issuable upon conversion of
the shares of Class A Preferred Stock. The Corporaiton shall be liable for any
documentary stamp, transfer or similar tax applicable to such conversion.



                                       12
<PAGE>

         (d) Notwithstanding any provision to the contrary, the Corporation
shall not be required to issue a fractional share of Common Stock upon the
conversion of any shares of Class A Preferred Stock, but in lieu thereof shall
make a cash adjustment with respect thereto in an amount equal to the fair
market value, calculated in the sole judgment of the Board of Directors, of such
fractional share.

                  (5) Redemption. (a) The Corporation shall (i) not later than
10 days after the expiration of the Election Notice Period, if applicable, or
(ii) not later than 10 days after a determination (the "Determination") by the
Board of Directors of the Corporaiton that an Event has not occurred within the
relevant periods specified in Section C(4) of this Article FOURTH, if
applicable, call for redemption (a) each share of Class A Preferred Stock that
is not the subject of an Election Notice, or (B) all shares of Class A Preferred
Stock, if the Board of Directors shall have made the Determination, as
applicable, at a price per share of $0.01 per share, plus any declared but
unpaid dividends on such shares of Class A Preferred Stock; provided, however,
that the Board of Directors shall make a Determination on or prior to the 120th
day after December 31, 1996. (Such tenth day after expiration of the Election
Notice Period and such tenth day after a Determination, as applicable, being
hereinafter referred to as the "Redemption Date.") Within 10 days of the
Redemption Date or as soon thereafter as practicable, the holders of the shares
of Class A Preferred Stock to be redeemed shall deliver to the Corporation, at
its then principal executive offices, certificates evidencing the shares of
Class A Preferred Stock to be so redeemed. Upon surrender of such certificates,
the Corporation shall make payment of the redemption price to the holders of
record of the shares of Class A Preferred Stock in cash or by


                                       13
<PAGE>

certified check at their respective addresses as the same appear on the stock
register of the Corporation.

         (b) If, in the judgment of the Board of Directors any redemption
pursuant to this Section C.(5) would not be permitted pursuant to Section 513(a)
of the Business Corporaiton Law of the State of New York, the Corporaiton shall
redeem only that portion, if any, of the securities which it would be so
permitted to redeem at such time ratably, in proportion to the number of shares
of Class A Preferred Stock owned by the holders of the securities which would
otherwise be redeemed at such time.

                  (6) Rights After Redemption Date. From and after the
Redemption Date, all rights of the holders of the Class A Preferred Stock shall
cease and terminate, except for (i) rights pursuant to paragraph (a) of Section
C(5) of this Article FOURTH and (ii) dividend and liquidation rights of any
shares of Class A Preferred Stock which are not redeemed as contemplated by
paragraph (b) of Section C(5) of this Article FOURTH.

     D. Preemptive Rights. None of the holders of any class of the Common Stock
or Preferred Stock of the Corporation shall have any preemptive rights otherwise
provided for under Section 622 of the Business Corporation Law of the State of
New York.

                  FIFTH: The Secretary of State is designated as the agent of
         the Corporaiton upon whom service of process against the Corporation
         may be served. The post office address within the state of New York to
         which the Secretary of State shall mail a copy of any process against
         the Corporation served on him is:



                                       14
<PAGE>

                                    Chromatics International, Inc.
                                    10 Old Jackson Avenue #28 (or 2B??)
                                    Hastings-on-Hudson, New York 10706
                                    Attention: Darby S. Macfarlane, President

                  SIXTH: No director of the Corporaiton shall be personally
         liable to the Corporation or its shareholders for damages for any
         breach of his duty as a director; provided, however, that nothing in
         this Article SIXTH shall eliminate or limit the liability of any
         director if a judgment or other final adjudication adverse to him
         establishes (i) that his acts or omissions were in bad faith or
         involved intentional misconduct or a knowing violation of law or (ii)
         that he personally gained in fact a financial profit or other advantage
         to which he was not legally entitled or (iii) that his acts violated
         Section 719 of the Business Corporation Law of the State of New York.

                  4. The restatement of the certificate of incorporation herein
certified was authorized by the Board of Directors of the corporation.

                  IN WITNESS WHEREOF, the undersigned have signed this restated
certificate of incorporation and affirm under the penalties of perjury that the
statements made herein are true this 26th day of October, 1992.

                                            /s/
                                            ----------------------------------
                                               Darby S. Macfarlane, President



                                       15
<PAGE>


                                            /s/
                                            ----------------------------------
                                                Leslie Foglesong
                                                Secretary






                                       16
<PAGE>





                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         CHROMATICS INTERNATIONAL, INC.

                Under Section 807 of the Business Corporation Law




Rosenman & Colin
575 Madison Avenue
New York, New York  10022





                                       17
<PAGE>



                         CERTIFICATE OF AMENDMENT TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                         CHROMATICS INTERNATIONAL, INC.

                            Under Section 805 of the
                            Business Corporation Law

         The undersigned, being duly elected President and Secretary,
respectively, of Chromatics International, Inc. (the "Corporation"), a
corporation organized and existing under the Business Corporation Law of the
State of New York do hereby certify as follows:

         5. The name of the Corporation is CHROMATICS INTERNATIONAL, INC.

         6. The Certificate of Incorporation of the Corporation was filed by the
Department of State on March 30, 1984. The Company's Amended and Restated
Certificate of Incorporation was filed by the Department of State on October 29,
1992. The Corporation was formed under the name Chromatics International, Inc.

         7. The purpose of this Amendment to the Certificate of Incorporation of
the corporation is to change the name of the Corporation.

         8. To accomplish the foregoing, Article FIRST of the Certificate of
Incorporation of the Corporation is hereby amended to read in its entirety as
follows:

                  "FIRST: The name of the Corporation is Chromatics Color
Sciences International, Inc."



<PAGE>


         9. The foregoing amendment to the Certificate of Incorporation of the
Corporation has been duly authorized by the unanimous written consent of the
Board of Directors of the Corporation, followed by the affirmative vote of a
majority of the outstanding share of common stock of the Corporation entitled to
vote thereon.

         IN WITNESS WHEREOF, the undersigned have signed this Certificate and
affirm under the penalties of perjury that the statements made herein are true,
this 14th day of December, 1992.



                                            /s/
                                            ----------------------------------
                                                 Darby Simpson MacFarlane
                                                 President


                                            /s/
                                            ----------------------------------
                                                 Leslie Foglesong
                                                 Secretary





                                       19
<PAGE>





                         CERTIFICATE OF AMENDMENT TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                         CHROMATICS INTERNATIONAL, INC.

                Under Section 805 of the Business Corporation Law




Rosenman & Colin
575 Madison Avenue
New York, New York  10022


<PAGE>



                         CERTIFICATE OF AMENDMENT TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                         CHROMATICS INTERNATIONAL, INC.

                            Under Section 805 of the
                            Business Corporation Law

         The undersigned, being duly elected President and Secretary,
respectively, of Chromatics International, Inc. (the "Corporation"), a
corporation organized and existing under the Business Corporation Law of the
State of New York do hereby certify as follows:

         1. The name of the Corporation is CHROMATICS INTERNATIONAL, INC.

         2. The Certificate of Incorporation of the Corporation was filed by the
Department of State on March 30, 1984. The Company's Amended and Restated
Certificate of Incorporation was filed by the Department of State on October 29,
1992. The Corporation was formed under the name Chromatics International, Inc.

         3. The purpose of this Amendment to the Certificate of Incorporation of
the corporation is to change the name of the Corporation.

         4. To accomplish the foregoing, Article FIRST of the Certificate of
Incorporation of the Corporation is hereby amended to read in its entirety as
follows:

                  "FIRST: The name of the Corporation is Chromatics Color
Sciences International, Inc."


<PAGE>



         5. The foregoing amendment to the Certificate of Incorporation of the
Corporation has been duly authorized by the unanimous written consent of the
Board of Directors of the Corporation, followed by the affirmative vote of a
majority of the outstanding share of common stock of the Corporation entitled to
vote thereon.

         IN WITNESS WHEREOF, the undersigned have signed this Certificate and
affirm under the penalties of perjury that the statements made herein are true,
this 14th day of December, 1992.



                                            /s/
                                            ----------------------------------
                                            Darby Simpson MacFarlane
                                            President


                                            /s/
                                            ----------------------------------
                                            Leslie Foglesong
                                            Secretary


<PAGE>










                         CERTIFICATE OF AMENDMENT TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                         CHROMATICS INTERNATIONAL, INC.

                  Under Section 805 of the Business Corporation






Rosenman & Colin
575 Madison Avenue
New York, New York 10022
Attn:  Sherri C. Shapiro


<PAGE>





                         CERTIFICATE OF AMENDMENT TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                  CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

                            Under Section 805 of the
                            Business Corporation Law

         We, the undersigned, Darby S. Macfarlane, President, and Leslie
Foglesong, Secretary, of Chromatics Color Sciences International, Inc., a
corporation organized and existing under the Business Corporation Law in the
State of New York, do hereby certify as follows:

         6. The name of the Corporation is Chromatics Color Sciences
International, Inc.

         7. The Certificate of Incorporation of the Corporation was filed by the
Department of State on March 30, 1984. The Company's Amended and Restated
Certificate of Incorporation was filed by the Department of State on October 20,
1992. The Company's Certificate of Amendment to the Certificate of Incorporation
was filed by the Department of State on December 16, 1992. The Corporation was
formed under the name Chromatics International, Inc.

         8. The purpose of this Amendment to the Certificate of Incorporation is
to (i) increase the number of authorized shares of Common Stock of the Company
from 10,000,000 shares to 25,000,000 shares and (ii) to extend for one year from
December 31, 1996 to December 31, 1997 the expiration date of the period during
which the Corporation's outstanding Class A Convertible Preferred Stock, par
value $.01 per share (the "Preferred Stock") can become convertible into Common
Stock upon the Corporation's achieving certain stock performance or earnings
goals and to likewise extend the date by which the Corporation is to call the
Preferred Stock for redemption if such goals are not met:

         9. To accomplish the foregoing, Article FOURTH of the Certificate of
Incorporation is hereby amended as follows:

                  (a) Paragraph A of Article FOURTH is hereby amended to read in
         its entirety as follows:

                  "FOURTH: A. Authorization. The Corporation shall have the
         authority to issue 25,000,000 shares of common stock (the "Common
         Stock"), par value $0.001 per share, and 1,400,000 shares of preferred
         stock (the "Preferred Stock"), par value $0.01 per share, which shares
         shall be designated as Class A Preferred Stock.


<PAGE>



                  The relative rights, preferences and limitations of the shares
         of Common Stock and Class A Preferred Stock shall be as hereinafter
         provided in Article FOURTH."

                  (b) Paragraph C(4)(a) of Article FOURTH is hereby amended to
         read in its entirety as follows:

                  "(a) Subject to Section C. (5) of this Article FOURTH, upon
         the first to occur of (i) the Corporation's combined pre-tax net
         operating income (before interest expense), as reflected on the
         Corporation's audited financial statements (but excluding, in each
         case, any extraordinary items and any revenues or earnings generated by
         businesses acquired by the Corporation by merger, consolidation, asset
         or stock acquisition or similar transaction, in each case after the
         date (the "Commencement Date") of the filing of the Certificate of
         Amendment to the Certificate of Incorporation of the Corporation of
         which this provision is a part) for any two consecutive Commencement
         Date and ending on December 31, 1997 exceeding $20,000,000 or (ii) the
         closing bid quotation of the Common Stock of the National Association
         of Securities Dealers Automated Quotation System ("NASDAQ") (or the
         last sales price, if the Common Stock is principally traded on a
         national securities exchange or the NASDAQ National Market System)
         being at least $46.67 on 30 consecutive trading days at any time during
         the period commencing on the Commencement Date and ending on December
         31, 1997 (each such event referred to in the preceding subclauses (i)
         and (ii) being hereinafter referred to as an "Event" and each such date
         being hereinafter referred to as the "Event Date"), each share of Class
         A Preferred Stock outstanding immediately prior to the Event Date shall
         be, at the option of the holders thereof upon written notice (the
         "Election Notice") duly given to the Corporation within 30 days (the
         "Election Notice Period") of such holders receiving written notice from
         the Corporation (which notice shall be sent by certified mail, return
         receipt requested, to the address of such holder as it shall appear on
         the stock register of the Corporation) of the occurrence of the Event,
         convertible into .6521739 shares of Common Stock, subject to the
         provisions for adjustment hereinafter set forth. Until such time as the
         certificates representing the Class A Preferred Stock to be converted
         pursuant to any such Election Notice shall have been surrendered and
         certificates evidencing the Common Stock to be issued shall have been
         issued in accordance with the provisions of paragraph (c) of this
         subsection (4), the certificates representing the Class A Preferred
         Stock shall represent the shares of Common


<PAGE>

         Stock issuable upon the conversion of such Class A Preferred Stock and
         the holders thereof shall be entitled to all the rights and privileges
         of the holders of the Common Stock. The Corporation shall give prompt
         written notice to the holders of the Class A Preferred Stock of the
         Occurrence of an Event (which in any event shall be given not later
         than five days after the occurrence of such Event)."

                  (c) The First sentence of Paragraph C(5)(a) of Article Fourth
         is hereby amended to read as follows:

                  "(a) The Corporation shall (i) not later than 10 days after
         the expiration of the Election Notice Period without the Corporation
         having received an Election Notice, if applicable, or (ii) not later
         than 10 days after a determination (the "Determination") by the Board
         of Directors of the Corporation that an Event has not occurred within
         the relevant periods specified in Section C. (4) of this Article
         FOURTH, if applicable, call for redemption (A) each share of Class A
         Preferred Stock that is not the subject of an Election Notice, or (B)
         all shares of Class A Preferred Stock, if the Board of Directors shall
         have made the Determination, as applicable, at a price per share of
         $.01 per share, plus any declared but unpaid dividends on such shares
         of Class A Preferred Stock, provided, however, that the Board of
         Directors shall make a Determination on or prior to the 120th day after
         December 31, 1997."

         10. The foregoing amendment to the Certificate of Incorporation of the
Corporation has been duly authorized by the unanimous consent of the Board of
Directors of the Corporation, followed by the affirmative vote of a majority of
the outstanding shares of Common Stock of the Corporation entitled to vote
thereon.

         IN WITNESS WHEREOF, the undersigned have signed this Certificate and
affirm under the penalties of perjury that the statements made herein are true,
this 8th day of June, 1995.



                                            /s/
                                            ----------------------------------
                                            Darby Simpson Macfarlane
                                            President


                                            /s/
                                            ----------------------------------


<PAGE>

                                            Leslie Foglesong
                                            Secretary


















<PAGE>








                         CERTIFICATE OF AMENDMENT TO THE

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                  CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

               (Under Section 805 of the Business Corporation Law)






Rosenman & Colin
575 Madison Avenue
New York, New York 10022


<PAGE>




                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                  CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

         We, the undersigned, Darby Simpson Macfarlane, Chief Executive Officer,
and Leslie Foglesong, Secretary of Chromatics Color Sciences International, Inc.
(the "Corporation"), a corporation organized and existing under the Business
Corporation Law of the State of New York, do hereby, certify as follows:

         11. The name of the Corporation is CHROMATICS COLOR SCIENCES
INTERNATIONAL, INC.

         12. The Certificate of Incorporation of the Corporation was filed by
the Department of State on March 30, 1984. The Corporation was formed under the
name Chromatics International, Inc.

         13. The Certificate of Incorporation of the Corporation, as heretofore
amended, is hereby further amended to: (i) increase the number of authorized
shares of Common Stock of the Company from 25,000,000 shares, par value $.001,
to 50,000,000 shares, par value $.001, and (ii) increase the number of
authorized shares of preferred stock from 1,400,000 shares of Class A Preferred
Stock, par value $.01 per share, to a total of 11,400,000 shares of preferred
stock, 1,400,000 of which shall continue to be the existing Class A Preferred
Stock, par value



<PAGE>

$.01 per share, and the balance of which shall be designated 10,00,000 shares of
Class B Preferred Stock, no par value.

         14. To accomplish the foregoing:

                  (1) Article FOURTH paragraph A of the Certificate of
         Incorporation of the Corproation, relating to the authorized shares of
         the Corporation, is hereby amended to read in its entirety as follows:

                           "FOURTH: A. Authorization. The Corporation
                  shall have the authority to issue 50,000,000 shares
                  of common stock (the "Common Stock"), par value
                  $0.001 per share, and 11,400,000 shares of preferred
                  stock (the "Preferred Stock"), 1,400,000 shares
                  shall be designated as Class A Preferred Stock,
                  having a par value of $0.01 per share and 10,000,000
                  shares of preferred stock shall be designated as
                  Class B Preferred Stock, having no par value.

                           The relative rights, preferences and
                  limitations of the shares of Common Stock, Class A
                  Preferred Stock and Class B Preferred Stock, shall
                  be as hereinafter provided in Article FOURTH."

and (ii) that Article FOURTH paragraph D is now designated Article FOURTH
paragraph E, and that a new Article FOURTH paragraphs to be added to the
Certificate of Incorporation to read in its entirety as follows:

                  D. Class B Preferred Stock:

                           The Board of Directors of the Corporation
                  is authorized, subject to the limitations prescribed
                  by law, to provide for the issuance of the Class B
                  preferred Stock in series, to establish the number
                  of shares to be included in each series and to fix
                  the designation and the relative rights, preferences
                  and limitations of the Class B Preferred Stock of
                  each



                                  30
<PAGE>

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


                           (i) The number of shares of Class B
                           Preferred Stock constituting that series
                           and the distinctive designation of that
                           series.

                           (ii) The dividend rate on the Class B
                           preferred Stock of that series and whether
                           dividends shall be cumulative and, if so,
                           from which date or dates.

                           (iii) Whether the Class B preferred Stock
                           of that series shall have voting rights, in
                           addition to the voting rights provided by
                           law and, if so, the terms of such voting
                           rights.

                           (iv) Whether the Class B Preferred Stock of
                           that series shall have conversion
                           privileges and, if so, the terms and
                           conditions of such conversion, including,
                           without limiting the generality thereof,
                           provisions for adjustment of the conversion
                           rate in such events as the Board of
                           Directors shall determine.

                           (v) Whether the Class B Preferred Stock of
                           that series shall be redeemable and, if so,
                           the terms and conditions of such
                           redemption, including, without limiting the
                           generality thereof, the date or dates upon
                           or after which such Class B Preferred Stock
                           shall be redeemable and the amount per
                           share payable in the event of redemption,
                           which amount may vary under different


                                  31
<PAGE>

                           conditions and at different redemption
                           dates.

                           (vi) The rights of the Class B Preferred
                           Stock of that series in the event of the
                           voluntary or involuntary liquidation,
                           dissolution or winding up of the
                           Corporation.

                  15. The foregoing amendments to the Certificate of
Incorporation of the Corporation have been duly authorized by unanimous consent
of the Board of Directors of the Corporation, followed by the vote of the
holders of at least a majority of all of the outstanding shares of the
Corporation entitled to vote on said amendments to the Certificate of
Incorporation.

                  IN WITNESS WHEREOF, the undersigned have signed this
Certificate and affirm under the penalties or perjury that the statements made
herein are true this 3rd day of June, 1996.

                                            /s/
                                            ----------------------------------
                                            Darby Simpson Macfarlane
                                            Chief Executive Officer



                                            /s/
                                            ----------------------------------
                                            Leslie Foglesong
                                            Secretary




                                  32

<PAGE>




                       CERTIFICATE OF AMENDMENT

                                OF THE

                    CERTIFICATION OF INCORPORATION

                                  OF

             CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

           UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

         We, the undersigned, Darby S. Macfarlane, Chief Executive
Officer, and Leslie Foglesong, Secretary, of Chromatics Color Sciences
International, Inc. (the "Corporation"), a corporation organized and
existing under the Business Corporation law of the State of New York,
do hereby certify as follows:

         16. The name of the Corporation is CHROMATICS COLOR SCIENCES
INTERNATIONAL, INC.

         17. The Certificate of Incorporation of the Corporation was
filed by the Department of State on March 30, 19984. The Corporation
was formed under the name Chromatics International, Inc.

         18. The Certificate of Incorporation of the Corporation, as
heretofore amended, is hereby further amended to extend for one year
from December 31, 1997 to December 31, 1998 the expiration date of the
period during which the Corporation's outstanding Class A Convertible
Preferred Stock, par value $0.01 per share (the "Preferred Stock") can
become convertible into Common Stock upon the Corporation's achieving
certain stock


                                  33
<PAGE>

performance or earnings goals and to likewise extend the date by which
the Corporation is to call the Preferred Stock for redemption if such
goals are not met.

         19. To accomplish the foregoing,

                  (a) Paragraph c(4)(a) of Article FOURTH of the
Certificate of Incorporation of the Corporation, relating to the
authorized shares of the Corporation, is hereby amended to read in its
entirety as follows:

                  "(a) Subject to Section C(5) of this article FOURTH,
                  upon the first to occur of (i) the Corporation's
                  combined pre-tax net operating income (before
                  interest expense), as reflected on the Corporation's
                  audited financial statements (but excluding, in each
                  case, any extraordinary items and any revenues or
                  earnings generated by business acquired by the
                  Corporation by merger, consolidation, asset-or stock
                  acquisition or similar transaction, in each case
                  after the date (the "Commencement Date") of the
                  filing of the Certificate of Amendment to the
                  Certificate of Incorporation of the Corporation of
                  which this provision is a part) for any two
                  consecutive calendar years during the period
                  commencing on the Commencement Date and ending on
                  December 31, 1998 exceeding $20,000,000 or (ii) the
                  closing bid quotation of the Common Stock on the
                  National Association of Securities Dealers Automated
                  Quotation System ("NASDAQ") (or the last sales
                  price, if the Common Stock is principally traded on
                  a national securities exchange or the NASDAQ
                  national Market System) being at least $46.67 on 30
                  consecutive trading days' at any time during the
                  period commencing on the Commencement Date and
                  ending on December 31, 1998 (each such event
                  referred to in the preceding subclauses (i) and (ii)
                  being hereinafter referred to as an "Event" and each
                  such date being hereinafter referred to as the
                  "Event Date"), each share of Class A Preferred Stock
                  outstanding immediately prior to the Event Date


                                  34
<PAGE>

                  shall be, at the option of the holders thereof upon
                  written notice (the "Election Notice") duly given to
                  the Corporation within 30 days (the "Election Notice
                  Period") of such holders receiving written notice
                  from the Corporation (which notice shall be sent by
                  certified mail, return receipt requested, to the
                  address of such holder as it shall appear on the
                  stock register of the Corporation) of the occurrence
                  of the Event, convertible into 6521739 shares of
                  Common Stock, subject to the provisions for
                  adjustment hereinafter set forth. Until such time as
                  the certificates representing the Class A Preferred
                  Stock to be converted pursuant to any such Election
                  Notice shall have been surrendered and certificates
                  evidencing the Common Stock to be issued shall have
                  been issued in accordance with the provisions of
                  paragraph (c) of this subsection (4), the
                  certificates representing the Class A Preferred
                  Stock shall represent the shares of Common Stock
                  issuable upon the conversion of such Class A
                  Preferred Stock and the holders thereof shall be
                  entitled to all the rights and privileges of the
                  holders of the Common Stock. The Corporation shall
                  give prompt written notice to the holders of the
                  Class A Preferred Stock of the occurrence of an
                  Event (which in any event shall be given not later
                  than five days after the occurrence of such Event)."

                           (ii) The first sentence of Paragraph C(5)(a) of
Article Fourth is hereby amended to read as follows:

                  "(a) The Corporation shall (i) not later than 10
                  days after the expiration of the Election Notice
                  Period without the Corporation having received an
                  Election Notice, if applicable, or (ii) not later
                  than 10 days after a determination (the
                  "Determination") by the Board of Directors of the
                  Corporation that an Event has not occurred within
                  the relevant periods specified in Section C(4) of
                  this Article FOURTH, if applicable, call for
                  redemption (A) each share of Class A Preferred Stock
                  that is not the subject of an Election Notice, or
                  (B) all shares of Class A Preferred Stock, if the
                  board of Directors shall have


                                  35
<PAGE>

                  made the Determination, as applicable, at a price
                  per share of $.01 per share, plus any declared but
                  unpaid dividends on such shares of Class A Preferred
                  Stock provided, however, that the Board of Directors
                  shall make a Determination on or prior to the 120th
                  day after December 31, 1998.@

         20. The foregoing amendment to the Certificate of Incorporation of the
Corproation has been duly authorized by unanimous consent of the Board of
Directors of the Corporation, followed by the vote of the holders of at least a
majority of all of the outstanding shares of the Corporation entitled to vote on
said amendments to the Certificate of Incorporation.

         IN WITNESS WHEREOF, the undersigned have signed this Certificate and
affirm under the penalties of perjury that the statements made herein are true
this 6th day of January, 1998.


                                            /s/
                                            ----------------------------------
                                            Darby S. Macfarlane
                                            Chairman of the Board


                                            /s/
                                            ----------------------------------
                                            Leslie Foglesong
                                            Secretary




                                  36
<PAGE>










                       CERTIFICATE OF AMENDMENT

                                OF THE

                     CERTIFICATE OF INCORPORATION

                                  OF

             CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

                       UNDER SECTION 805 OF THE
                       BUSINESS CORPORATION LAW

                              * * * * * *







                           Rosenman & Colin
                          575 Madison Avenue
                        New York, NY 10022-2585





                                  37
<PAGE>




                       CERTIFICATE OF AMENDMENT

                                OF THE

                     CERTIFICATE OF INCORPORATION

                                  OF

             CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

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

                       Under Section 805 of the
                       Business Corporation Law

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


         We, the undersigned, Darby S. Macfarlane, Chief Executive Officer, and
Leslie Foglesong, Secretary, of Chromatics Color Sciences International, Inc.
(the "Corporation"), a corporation organized and existing under the Business
Corporation Law of the State of New York, do hereby certify as follows:

         21. The name of the Corporation is CHROMATICS COLOR SCIENCES
INTERNATIONAL, INC.

         22. The Certificate of Incorporation of the Corporation was filed by
the Department of State on March 30, 1984. The Corporation was formed under the
name Chromatics International, Inc.

         23. The Certificate of Incorporation of the Corporation, as heretofore
amended, is hereby further amended (i) to effect a three-for-two split of the
issued and


                                  38
<PAGE>

outstanding shares of the Corporation's Common Stock, (ii) to extend for two
years from December 31, 1998 to December 31, 2000 the expiration date of the
period during which the Corporation's outstanding Class A Convertible Preferred
Stock can become convertible into Common Stock upon the Corporation's achieving
certain stock performance or earnings goal, (iii) to likewise extend the date by
which the Corporation is to call the Class A Convertible Preferred Stock for
redemption if such goals are not met, (iv) to revise the market price conversion
feature of the Class A Convertible Preferred Stock to provide for adjustment
upon the occurrence of certain events involving the Common Stock, including
stock splits, reclassifications and the payment of stock dividends, and (v) to
delete the exclusion of extraordinary items and revenues generated by businesses
acquired by the Corporation from the calculation of the earnings goal that needs
to be satisfied to trigger the conversion feature of the Class A Convertible
Preferred stock.

         24. On February 13, 1998, there were approximately 9,289,944 shares of
Common Stock, par value $0.001, issued and outstanding. As a result of the split
contemplated by this Certificate of Amendment, there will be approximately
13,934,916 shares of Common Stock, par value $0.001, issued and outstanding and
36,064,085 shares of unissued Common Stock par value $0.001. The terms with
respect to the Class A Preferred Stock change only to the extent that one of the
Events (as defined in Article 5 herein) occurs; otherwise, the number par value
and class of the Class A Preferred Stock remain unchanged.

         25. To accomplish the foregoing,

         (a) Paragraph A of Article FOURTH of the Certificate of Incorporation
of the Corporation is hereby amended to read in its entirety as follows:



                                       39
<PAGE>


                           "A. Authorization. The Corporation shall have the
                  authority to issue (i) 50,000,000 shares of common stock (the
                  "Common Stock"), par value $0.001 per share, and (ii)
                  11,400,000 shares of preferred stock (the "Preferred Stock"),
                  of which 1,400,000 shares shall be designated as Class A
                  Preferred Stock, having a par value of $0.01 per share, and
                  10,000,000 shares shall be designated as Class B Preferred
                  Stock having no par value.

                           Each share of common Stock issued and outstanding
                  immediately prior to the effective date of the filing of the
                  Certificate of Amendment of the Corporation's Certificate of
                  Incorporation is hereby reclassified and changed into one and
                  one-half fully paid and nonassessable shares of Common Stock,
                  $0.001 par value, of the Corporation, and each holder of
                  record of a certificate for one or more shares of Common Stock
                  as of the close of business on the effective date of the
                  filing of this amendment to the Corporation's Certificate of
                  Incorporation shall be entitled to receive, as soon as
                  practicable, upon surrender of such certificate, a certificate
                  or certificates representing one and one-half shares of Common
                  Stock for each share of Common Stock represented by the
                  certificate of such holder, and any fractional shares
                  resulting will be rounded up to the next whole share. Until
                  such time as the certificates representing the Common Stock to
                  be split pursuant hereto shall have been surrendered, the
                  certificates representing the Common Stock shall represent the
                  shares of Common Stock issuable upon the stock split of such
                  Common Stock.

                           The relative rights, preferences and limitations of
                  the shares of Common Stock Class A Preferred Stock and Class B
                  Preferred Stock shall be as hereinafter provided in Article
                  FOURTH."

         (b) Paragraph C(4)(a) of Article FOURTH of the Certificate of
Incorporation of the Corporation is hereby to read in its entirety as follows:

                  "(a) Subject to Section 5(5) of this Article FOURTH, upon the
                  first to occur after the date (the "Commencement Date") of the
                  filing of the Certificate of Amendment to the Certificate of
                  Incorporation of the Corporation of which this provision is a
                  part of (i) the Corporation's combined pre-tax net operating
                  income (before interest expense), as reflected on the
                  Corporation's audited financial statements for any two
                  consecutive calendar years during


                                       40
<PAGE>

                  the period commencing on the Commencement Date and ending on
                  December 31, 2000 exceeding $20,000,000 or (ii) the closing
                  bid quotation of the Common Stock on the National Association
                  of Securities Dealers ("NASDAQ") (or the last sales price, if
                  the Common Stock is principally traded on a national
                  securities exchange or the NASDAQ National Market system)
                  being at least $46.67, subject to the provisions for
                  adjustment hereinafter set forth (the "Trigger Price"), on 36
                  consecutive trading days at any time during the period
                  commencing on the Commencement Date and Ending on December 31,
                  2000 (each such event referred to in the preceding subclauses
                  (i) and (ii) being hereinafter referred to as an "Event" and
                  each such date being hereinafter referred to as the "Event
                  Date"), each share of Class A Convertible Preferred Stock
                  outstanding immediately prior to the Event Date shall be at
                  the option of the holders thereof upon written notice (the
                  "Election Notice") duly given to the Corporation within 10
                  days (the "Election Notice Period") of such holders receiving
                  written notice from the Corporation (which notice shall be
                  sent by certified mail, return receipt requested to the
                  address of such holder as it shall appear on the stock
                  register of the Corporation) of the occurrence of the Event,
                  convertible into .6521739 shares of Common Stock, subject tot
                  he provisions for adjustment hereinafter set forth. In the
                  event the Corporation shall at any time or from time to time
                  on or prior to the Event date (A) declare a dividend or make a
                  distribution of the outstanding shares of Common Stock in
                  shares of Common Stock, (B) subdivide or reclassify the
                  outstanding shares of Common Stock into a greater number of
                  shares, by stock split or otherwise, or (C) combine or
                  reclassify the outstanding shares of Common Stock into a
                  smaller number of shares, by reverse stock split or otherwise,
                  then, in each case, the Trigger Price in effect at the time of
                  the record date for such dividend or of the effective date of
                  such subdivision, combination, or reclassification, shall be
                  adjusted so that it shall equal the price determined by
                  multiplying the Trigger Price by a fraction, the numerator of
                  which shall be the number of shares of Common Stock
                  outstanding immediately prior to such action, and the
                  denominator of which shall be the number of shares of Common
                  Stock outstanding after giving effect to such action. Such
                  adjustments shall be made successively whenever any event
                  listed in clause (A), (B) or (C) above shall occur. After
                  delivery of an Election Notice and until such time as the
                  certificates representing the Class A Convertible Preferred
                  Stock to be converted pursuant to such Election Notice shall
                  have been issued in accordance with


                                       41
<PAGE>

                  the provisions of paragraph (c) of this subsection (4), the
                  certificates representing the Class A Convertible Preferred
                  Stock shall represent the shares of Common Stock issuable upon
                  the conversion of such Class A Convertible Preferred Stock and
                  the holders thereof shall be entitled to all the rights and
                  privileges of the holders of the Common Stock. The Corporation
                  shall give prompt written notice to the holders of the Class A
                  Convertible Preferred Stock of the occurrence of an Event
                  (which in any event shall be given not later than five days
                  after the occurrence of such Event)."

                           (c) The first sentence of Paragraph C(5)(a) of
Article FOURTH of the Certificate of Incorporation of the Corporation is hereby
amended to read as follows:

                  "(a) The corporation shall (i) not later than 10 days after
                  the expiration of the Election Notice Period without the
                  Corporation having received an Election Notice, if applicable,
                  or (ii) not later than 10 days after a determination (the
                  "Determination") by the Board of Directors of the Corporation
                  that an Event has not occurred within the relevant periods
                  specified in Section C(4) of this Article FOURTH, if
                  applicable, call for redemption (A) each share of Class A
                  Preferred Stock that is not the subject of an Election Notice,
                  or (B) all shares of Class A Preferred Stock, if the Board of
                  Directors shall have made the Determination, as applicable, as
                  a price per share of $.01 per share, plus any declared but
                  unpaid dividends on such shares of Class A Preferred Stock,
                  provided, however, that the Board of Directors shall make a
                  Determination on or prior to the 120th day after December 31,
                  2000."

                  26. The foregoing amendments to the Certificate of
Incorporation of the Corporation have been duly authorized by unanimous consent
of the Board of Directors of the Corporation, followed by the vote of the
holders of at least a majority of all of the outstanding shares of the
Corporation ended to vote as said amendments to the Certificate of
Incorporation.


                                       42
<PAGE>

                  IN WITNESS WHEREOF, the undersigned have signed this
Certificate and affirm under the penalties of perjury that the statements made
herein are true this _____ day of February, 1998.



                                            /s/
                                            ----------------------------------
                                            Darby S. Macfarlane,
                                            Chairman of the Board

                                            /s/
                                            ----------------------------------
                                            Leslie Foglesong,
                                            Secretary



                                       43

<PAGE>




                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                  CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

                                   ----------
                            Under Section 805 of the
                            Business Corporation Law
                                   ----------

         We, the undersigned, Darby S. Macfarlane, Chief Executive Officer, and
Leslie Foglesong, Secretary, of Chromatics Color Sciences International, Inc.
(the "Corporation"), a corporation organized and existing under the Business
Corporation Law of the State of New York, do hereby certify as follows:

         27. The name of the Corporation is CHROMATICS COLOR SCIENCES
INTERNATIONAL, INC.

         28. The Certificate of Incorporation of the Corporation was filed by
the Department of State on March 30, 1984. The Corporation was formed under the
name Chromatics International, Inc.

         29. The Certificate of Incorporation of the Corporation, as heretofore
amended, is hereby further amended to fix the relative rights, preferences and
limitations with respect tot he Class B Preferred Stock, of the Corporation.

         30. To accomplish the foregoing.




                                       44
<PAGE>


         (i) Paragraph D of Article FOURTH of the Certificate of Incorporation
of the Corporation is amended to read in its entirety as follows:

     "D.  Class B. Preferred Stock
          ------------------------

                  1. The Board of Directors of the Corporation is authorized,
                  subject to the limitations prescribed by law, to provide for
                  the issuance of the Class B Preferred Stock in series, to
                  establish the number of shares to be included in each series
                  and to fix the designation and the relative rights,
                  preferences and limitations of the Class B Preferred Stock of
                  each series. The authority of the Board of Directors with
                  respect to each series shall include, but not be limited to,
                  determination of the following:

                           (1) The number of shares of Class B Preferred Stock
                  constituting that series and the distinctive designation of
                  that series.

                           (2) The dividend rate on the Class B Preferred Stock
                  of that series and whether dividends shall be cumulative and,
                  if so, form which date or dates.

                           (3) Whether the Class B Preferred Stock of that
                  series shall have voting rights, in addition to the voting
                  rights provided by law, and, if so, the terms of such voting
                  rights.

                           (4) Whether the Class B Preferred Stock of that
                  series shall have conversion privileges, and, if so, the terms
                  and conditions of such conversion, including, without limiting
                  the generality thereof, provisions for adjustment of the
                  conversion rate in such events as the Board of Directors shall
                  determine.

                           (5) Whether the Class B Preferred Stock of that
                  series shall be redeemable and, if so, the terms and
                  conditions of such redemption, including, without limiting the
                  generality thereof, the date or dates upon or after which such
                  Class B Preferred Stock shall be redeemable and the amount per
                  share payable in the event of redemption, which amount may
                  vary under different conditions and at different redemption
                  dates.

                           (6) The rights of the Class B Preferred Stock of that
                  series in the event of the voluntary or involuntary
                  liquidation, dissolution or winding up of the Corporation.

                  2.       Class B Series 1 Preferred Stock:

                           (1) The Corporation has authorized the creation of a
                  series of Class B Preferred Stock, consisting of 500,000
                  shares of Class B Preferred Stock, to be



                                       45
<PAGE>


                  designated "Class B Series 1 Preferred Stock." Such number of
                  shares may be increased or decreased by resolution of the
                  Board of Directors; provided, that no decrease shall reduce
                  the number of shares of Class B Series 1 Preferred Stock to a
                  number less than that of the shares then outstanding plus the
                  number of shares issuable upon exercise of outstanding rights,
                  options or warrants or upon conversion of outstanding
                  securities issued by the Corporation. The Class B Series 1
                  Preferred Stock shall have a par value of $0.001 per share.

                           (2)     (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 Class B Series 1 Preferred
                  Stock with respect to dividends, the holders of shares of
                  Class B Series 1 Preferred Stock in preference to the holders
                  of shares of Common Stock, of the corporation and 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 first day of January, April, July and October in each
                  year (each such date being referred to herein as 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 Class B Series 1 Preferred Stock in an
                  amount per share (rounded to the nearest cent) equal to,
                  subject to the provision for adjustment hereinafter set forth,
                  100 times the aggregate per share amounts 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 issuance of any share
                  or fraction of a share of Class B Series 1 Preferred Stock. In
                  the event the Corporation shall at any time after January 11,
                  1999 (the "Rights Declaration Date") (i) declare any dividend
                  on Common Stock payable in shares of Common Stock, (ii)
                  subdivide the outstanding Common Stock, or (iii) combine the
                  outstanding Common Stock into a smaller number of shares, then
                  in each such case the amount to which holders of shares of
                  Class B Series 1 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 Class B Series 1 Preferred Stock as
                  provided in paragraph (a) above immediately after it declares
                  a dividend or distribution on the Common Stock (other than a
                  dividend payable in shares of Common Stock).



                                       46
<PAGE>

                                    (c) Dividends shall begin to accrue and be
                  cumulative on outstanding shares of Class B Series 1 Preferred
                  Stock from the Quarterly Dividend Payment Date next preceding
                  the date of issue of such shares of Class B Series 1 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 form
                  the date of issue of such shares, or unless the date of issue
                  is a Quarterly Dividend Payment Date or a date after the
                  record date for the determination of holders of shares of
                  Class B Series 1 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 Class B Series 1 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
                  Class B Series 1 Preferred Stock entitled to receive payment
                  of a dividend or distribution declared thereon, which record
                  date shall be no more than 60 days prior to the date fixed for
                  the payment thereof.

                           (3) The Holders of Class B Series 1 Preferred Stock
                  shall have the following voting rights:

                                    (a) Subject to the provision for adjustment
                  hereinafter set forth, each share of Class B Series 1
                  Preferred Stock shall entitle the holder thereof to 100 votes
                  on all matters submitted to a vote of the shareholders of the
                  Corporation. In the event the Corporation shall at any time
                  after the Rights Declaration Date (i) declare any dividend on
                  Common Stock payable in shares of common Stock, (ii) subdivide
                  the outstanding Common Stock or (iii) combine the outstanding
                  Common Stock into a smaller number of shares, then in each
                  such case the number of votes per share to which holders of
                  shares of Class B Series 1 Preferred Stock were entitled
                  immediately prior to such event shall be adjusted by
                  multiplying such numbers 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 Class B Series 1 Preferred
                  Stock and the holders of shares of Common Stock shall vote
                  together as one class on all matters submitted to a vote of
                  shareholders of the Corporation.

                                    (c) (i) if at any time dividends on any
                  Class B Series 1 Preferred Stock shall be in arrears in an
                  amount equal to six (6) quarterly dividends


                                       47
<PAGE>

                  thereon, the occurrence of such contingency shall mark the
                  beginning of a period (herein called a "default period") which
                  shall extend until such time when all accrued and unpaid
                  dividends for all previous quarterly dividend periods and for
                  the current quarterly dividend period on all shares of Class B
                  Series 1 Preferred stock then outstanding shall have been
                  declared and paid or set apart for payment. During each
                  default period, all holders of preferred Stock (including
                  holders of the Class B Series 1 Preferred Stock) with
                  dividends in arrears in an amount equal to six (6) quarterly
                  dividends thereon, voting as a class, irrespective of series,
                  shall have the right to elect two (2) Directors.

                                        (ii)During any default period, such
                  voting rights of the holders of Class B Series 1 Preferred
                  Stock may be exercised initially at a special meeting called
                  pursuant to subparagraph (iii) of this Paragraph D.2.3(c) or
                  any annual meeting of shareholders, and thereafter any annual
                  meetings of shareholders, provided that neither such voting
                  rights nor the right of the holders of any other series of
                  Preferred Stock, if any, to increase, in certain cases, the
                  authorized number of Directors shall be exercised, unless the
                  holders of one-third (1/3) in number of shares of Preferred
                  Stock outstanding shall be present in person or by proxy. The
                  absence of a quorum of the holders of Common Stock shall not
                  affect the exercise by the holders of the Preferred Stock of
                  such voting right. At any meeting at which the holders of
                  Preferred Stock shall exercise such voting right initially
                  during an existing default period, they shall have the right,
                  voting as a class, to elect Directors to fill such vacancies,
                  if any, in the Board of Directors as they may exist up to two
                  (2) Directors or, if such right is exercised at an meeting, to
                  elect two (2) Directors. If the number which may be an elected
                  at any special meeting does not amount to the required number,
                  the holders of the Preferred Stock shall have the right to
                  make such increase in the number of Directors as shall be
                  necessary to permit the election by them of the required
                  number. After the holders of the Preferred Stock shall have
                  exercised their right to elect Directors in any default period
                  during the continuance of such period the number of Directors
                  shall not be increased or decreased except by vote of the
                  holders of Preferred Stock as herein provided or pursuant to
                  the rights of any equity securities ranking senior to or pari
                  passu with the Class B Series 1 Preferred Stock.


                                        (ii) Unless the holders of Preferred
                  Stock shall during an existing default period have previously
                  exercised their right to elect Directors, the Board of
                  Directors may order or any shareholder or shareholders owning
                  the aggregate not less than twenty percent (20%) of the total
                  number of shares of Preferred Stock outstanding irrespective
                  of series, may request, the calling of a special meeting of
                  the holders of Preferred Stock, which meeting shall thereupon
                  be called by the Chairman of Board or the President and Chief
                  Executive officer of the Corporation. Notice of such meeting
                  and of any annual meeting at which holders Pain Relief
                  Preferred Stock are entitled to vote pursuant to this
                  Paragraph


                                       48
<PAGE>

                  D.2(3)(c)(iii) shall be given each holder of record of
                  Preferred Stock by mailing a copy of such notice to him at his
                  last address as the same appears on the books of the
                  Corporation. Such meeting shall be called for a time not
                  earlier than ten days and not later than 60 days after such
                  order or request or in default of the calling of such meeting
                  within 60 days after such order or request, such meeting may
                  be called similar notice by any shareholder or shareholders
                  owning in the aggregate not less than twenty percent (20%) of
                  the total number of shares of Preferred Stock outstanding.
                  Notwithstanding the provisions of this Paragraph
                  D.2(3)(c)(iii), no such special meeting shall be called during
                  the period within 60 days immediately preceding the date fixed
                  for the next annual meeting of the shareholders.

                                       (iv) In any default period the holders of
                  Common Stock, and other classes of stock of the Corporation if
                  applicable shall continue to be entitled to elect the whole
                  number of Directors until the holders of Preferred Stock shall
                  have exercised their right to elect two (2) Directors voting
                  as a class, after the exercise of which right (y) the
                  Directors so elected by the holders of Preferred Stock shall
                  continue in office until their successors shall have been
                  elected by such holders or until the expiration of the default
                  period, and (z) any vacancy in the Board of Directors may
                  (except as provided in Paragraph D.2(3)(c)(ii) be filled by a
                  vote of a majority of the remaining Directors theretofore
                  elected by the holders a particular class of stock shall
                  include Directors elected by such Directors to fill vacancies
                  as provided in clause (z) of the foregoing sentence.

                                        (v) Immediately upon the expiration of a
                  default period, (x) the right of the holders of Preferred
                  Stock as a class to elect Directors shall cease, (y) the term
                  of any Directors elected by the holders of Preferred Stock as
                  a class shall terminate and (z) the number of Directors shall
                  be such number as may be provided for in the Certificate of
                  Incorporation or By-laws irrespective of any increase made
                  pursuant to the provisions of Paragraph D.2(3)(c)(ii) (such
                  number being subject, however, to change thereafter in any
                  manner provided by law or in the Certificate of Incorporation
                  or By-laws). Any vacancies in the Board of Directors effected
                  by the provisions of clauses (y) and (z) in the preceding
                  sentence may be filled by a majority of the remaining
                  Directors.

                                    (d) Except as set forth herein, holders of
                  Class B Series 1 Preferred Stock shall shave 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.

                          (4) Certain Restrictions.

                                    (a) Whenever quarterly dividends or other
                  dividends or distributions payable on the Class B Series 1
                  Preferred Stock as provided in


                                       49
<PAGE>

                  Paragraph D.2.(2) are in arrears, thereafter and until all
                  accrued and unpaid dividends and distribution, whether or not
                  declared, on shares of Class 8 Series 1 Preferred Stock
                  outstanding shall have been paid in full, the Corporation
                  shall not:

                                       (i) Declare or pay dividends on, make any
                  other distributions on or redeem or purchase or otherwise
                  acquire for consideration any shares of stock ranking junior
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) to the Class B Series 1 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 Class B Series 1 Preferred
                  Stock except dividends paid ratably on the Class B Series i
                  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 (or consideration share of any stock ranking on a
                  parity (either as to dividends or upon liquidation dissolution
                  or winding up) with the Class Series 1 Preferred Stock,
                  provided that the Corporation may at any time redeem, purchase
                  or otherwise acquire shares of any such parity stock in
                  exchange (or shares of any stock of the Corporation ranking
                  junior (either as to dividends or upon dissolution,
                  liquidation or winding up) to the Class B Series 1 Preferred
                  Stock; or

                                       (iv) Purchase or otherwise acquire for
                  consideration any shares of Class B Series 1 Preferred Stock
                  or any shares of stock ranking on a parity with the Class B
                  Series 1 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 its
                  respective annual classes shall determine in good faith will
                  result in fair and equitable treatment among the respective
                  series or clauses.

                                    (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 D.2(4)(a),
                  purchase or otherwise acquire such shares at such time and in
                  such manner.

                           (5) Any shares of Class B Series 1 Preferred Stock
                  purchased or otherwise acquired by the Corporation in any
                  manner whatsoever shall be retired and canceled promptly after
                  the acquisition thereof. All such shares shall upon their
                  cancellation become authorized but unissued shares of
                  Preferred Stock and may be reissued as part of a new class or
                  series Preferred Stock to be created by resolution or
                  resolutions


                                       50
<PAGE>

                  of the Board of Directors, subject to conditions and
                  restriction on issuance set forth herein.

                                   (6) (a) Upon any liquidation (voluntary or
                  otherwise), dissolution or winding up of the Corporation ,
                  first the holders of the Corporation's Class A Preferred Stock
                  will be entitled to a preferential liquidation payment of 0.01
                  per share; thereafter the holders of Class B Series 1
                  Preferred Stock and holders of shares of Common Stock shall
                  receive their ratable and proportionate share of the remaining
                  assets to be distributed in the ratio of 100 to 1 (as
                  appropriately adjusted as set forth in paragraph (c) below to
                  reflect such events to stock splits, stock dividends and
                  recapitalization with respect to the Common Stock) with
                  respect to such Preferred Stock and Common Stock, on a per
                  share basis, respectively.

                                       (b) In the event the Corporation shall at
                  any time after the Rights Declaration Date (i) declare any
                  dividend or Common Stock payable in shares of Common Stock,
                  (ii) subdivide the outstanding common stock; or (iii) combine
                  the Adjustment Number in effect immediately prior to such
                  event shall be adjusted by multiplying such Adjustment 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.

                                    (7) If 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 event the shares of Class B Series
                  1 Preferred Stock 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
                  after the Rights Declaration Date (i) declare any dividend out
                  Common Stock payable in shares of Common Stock, (ii) subdivide
                  the outstanding Common Stock, or (iii) combine the outstanding
                  Common Stock into a smaller number of shares, then in each
                  such case the amount set forth in the preceding sentence with
                  respect to the exchange or change of shares of Class B Series
                  1 Preferred Stock shall be adjusted by multiplying each 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 are outstanding immediately prior ro such event.

                                    (8) The shares of Class B Series 1 Preferred
                  Stock shall not be redeemable.


                                       51
<PAGE>

                                    (9) The Class B Series 1 Preferred Stock
                  shall rank junior to all other classes of the Corporation's
                  Preferred Stock as the payment of dividends and the
                  distribution of assets, unless the terms of any such series
                  shall provide otherwise.

                                    (10) Fractional Shares. Class B Series 1
                  Preferred Stock may be issued in the discretion of the Board
                  of Directors of the Corporation in fractions of share which
                  shall entitle the holder, in proportion to such holder's
                  fractional shares, to exercise voting rights, receive
                  dividends, participate in distributions and to have the
                  benefit of all other rights of holders of Class B Series 1
                  Preferred Stock.

                                    (11) Amendment. The Certificate of
                  Incorporation of the Corporation shall not be further amended
                  in any manner which would materially alter or change the
                  powers, preferences or special rights of the Class B 1
                  Preferred Stock, so as to affect them adversely without the
                  affirmative vote of the holders of a majority or more of the
                  outstanding shares of Class B Series1 Preferred Stock, voting
                  separately as a class."

                  31. The foregoing amendments to the Certificate of
Incorporation of the Corporation have been duly authorized by unanimous consent
of the Board of Directors of the Corporation.

                  IN WITNESS WHEREOF, the undersigned have signed this
Certificate and affirm under the penalties of perjury that the statements made
herein are true this 4th day of January, 1999.


                                                 /s/
                                                -----------------------------
                                                 Darby S. Macfarlane
                                                 Chief Executive Officer
                                                 Chairman of the Board

                                                 /s/
                                                ------------------------------
                                                 Leslie Foglesong
                                                 Secretary



                                       52

<PAGE>


          Certificate of Amendment of the Certificate of Incorporation

                                       of

                  CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

                Under Section 805 of the Business Corporation Law

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

                  It is hereby certified that:

                  FIRST:   The name of the corporation (the "Corporation") is
CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

                  SECOND:  The Certificate of Incorporation of the Corporation
was filed by the Department of State on March 30, 1984. The Corporation was
formed under the name Chromatics International, Inc.

                  THIRD: The Certificate of Incorporation of the Corporation, as
heretofore amended, is hereby further amended to fix the relative rights,
preferences and limitations with respect to the Class B Preferred Stock of the
Corporation.

                  FOURTH:  To accomplish the foregoing,

                  (i) Paragraph D of Article FOURTH of the Certificate of
Incorporation of the Corporation is amended to read as follows:

"3.      Class B Series 2 Preferred Stock:

         (1) The Corporation has authorized the creation of a series of Class B
Preferred Stock to be designated "Class B Series 2 Convertible Preferred Stock"
(the "Class B Convertible Preferred Stock").

         (2) The number of shares constituting the Class B Convertible Preferred
Stock shall be fixed at 80,000. The Class B Convertible Preferred Stock shall
have no par value.

         (3) The shares of Class B Convertible Preferred Stock shall, with
respect to the distribution of assets on liquidation, dissolution or winding up
of the Corporation, rank (i) senior and prior to the common stock, $.001 par
value (the "Common Stock"), of the Corporation and any other class or series of
capital stock of the Corporation hereafter issued, the terms of which
specifically provide that shares of such class or series shall rank junior to
shares of Class B Convertible Preferred Stock (collectively, the "Junior
Securities"), (ii) on a parity with any other class or series of capital stock
of the Corporation hereafter issued, the terms of which specifically provide
that shares of
<PAGE>

such class or series shall rank on a parity with the shares of Class B
Convertible Preferred Stock (collectively, the "Parity Securities") and (iii)
junior to the Class A Convertible Preferred Stock and any other class or series
of capital stock of the Corporation hereafter issued, the terms of which
specifically provide that shares of such class or series shall rank senior to
shares of Class B Convertible Preferred Stock (collectively, the "Senior
Securities").

         (4) The holders of shares of Class B Convertible Preferred Stock shall
not be entitled to any voting rights other than those provided by law. However,
so long as any shares of Class B Convertible Preferred Stock are outstanding,
the Corporation shall not and shall cause its subsidiaries not to, without the
affirmative vote of the holders of a majority of the shares of the Class B
Convertible Preferred Stock then outstanding, (a) alter or change adversely the
absolute or relative powers, preferences or rights given to the Class B
Convertible Preferred Stock, (b) alter or amend this Certificate of Amendment,
(c) authorize or create any class of stock ranking as to dividends or
distribution of assets upon a liquidation or otherwise senior to the Class B
Convertible Preferred Stock, (d) amend its Certificate of Incorporation, bylaws
or other charter documents so as to affect adversely any rights of any holders
of Class B Convertible Preferred Stock, (e) increase the authorized number of
shares of Class B Convertible Preferred Stock or (f) enter into any agreement
with respect to the foregoing.

         (5) Except as set forth in Section 7 hereof, the holders of shares of
Class B Convertible Preferred Stock shall not be entitled to receive dividends
with respect thereto.

         (6) (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, before any
distribution or payment shall be made to the holders of outstanding Junior
Securities, including, but not limited to, the Common Stock, the holders of
outstanding shares of Class B Convertible Preferred Stock shall be entitled to
receive, out of the assets of the Corporation at the time legally available
therefor, in exchange for their shares of Class B Convertible Preferred Stock an
amount in cash equal to $100.00 per share of Class B Convertible Preferred
Stock, together with all accrued but unpaid dividends thereon, on a pari passu
basis with the rights of the holders of any Parity Securities; provided,
however, that the holders of the Class B Convertible Preferred Stock and any
outstanding Parity Securities shall not be entitled to receive such preferential
liquidation payments until the preferential liquidation payments on all
outstanding Senior Securities have been paid in full. If, upon any such
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, the assets of the Corporation available therefor shall be
insufficient to permit the payment in full to the holders of outstanding shares
of Class B Convertible Preferred Stock of the preferential liquidation amounts
to which they are then entitled pursuant to the provisions of this clause (a),
the entire assets of the Corporation thus distributable shall be distributed
among the holders of outstanding shares of Class B Convertible Preferred Stock
and any Parity Securities ratably, in proportion to the full

                                       2
<PAGE>

amounts to which such holders would otherwise be entitled if such assets were
sufficient to permit payment in full.

         (b) Upon any such voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, after the payment in full to the
holders of outstanding shares of Class B Convertible Preferred Stock and any
Parity Securities of the preferential liquidation amounts to which they are then
entitled pursuant to the provisions of clause (a) above, the holders of
outstanding shares of Class B Convertible Preferred Stock shall not be entitled
to participate in any further distributions made to the holders of the Common
Stock or any other class of Senior Securities or Junior Securities.

         (c) At the option of the holders of a majority of the issued and
outstanding Class B Convertible Preferred Stock, the sale of all or
substantially all of the assets of the Corporation or the merger of the
Corporation with or into another corporation shall be deemed to be a
dissolution, liquidation or winding up of the Corporation.

         (7) (a) On the third anniversary of the date of initial issuance of the
shares of Class B Convertible Preferred Stock (the "Redemption Date"), and
provided the Corporation has not delivered a timely Extension Notice (as
hereinafter defined), all of the outstanding shares of Class B Convertible
Preferred Stock shall be subject to mandatory redemption by the Corporation for
a purchase price payable in cash equal to $115.00 per share (such amount is
hereinafter referred to the "Redemption Amount").

         (b) From and after the Redemption Date, unless (i) default shall be
made by the Corporation on the Redemption Date in providing funds for the
payment of the Redemption Amount payable, or (ii) the Corporation, in its sole
discretion, has notified the holders of the shares of Class B Convertible
Preferred Stock by written notice delivered at least thirty (30) days prior to
the Redemption Date (the "Extension Notice") of its election to extend the
Redemption Date to the fifth anniversary of the date of initial issuance of the
shares of Class B Convertible Preferred Stock (the "Extended Redemption Date"),
all rights of the holders of the shares of Class B Convertible Preferred Stock
surrendered for redemption, except the right to receive the Redemption Amount in
respect of such shares, shall cease and terminate. The redemption of the shares
of Class B Convertible Preferred Stock upon the Redemption Date shall take place
at the principal place of business of the Corporation. On the Redemption Date,
the Corporation shall tender the Redemption Amount by check, subject to
collection, against receipt of the certificate or certificates representing the
shares of Class B Convertible Preferred Stock being redeemed.

         (c) If the Redemption Date has been extended to the Extended Redemption
Date by timely delivery by the Corporation of the Extension Notice to each of
the holders of the shares of Class B Convertible Preferred Stock then
outstanding, on the Extended Redemption Date all of the outstanding shares of
Class B Convertible Preferred Stock shall be subject to mandatory redemption by
the Corporation for a

                                       3
<PAGE>

purchase price payable in cash equal to $115.00 per share, together with all
accrued but unpaid Extension Dividends (as hereinafter defined) (such amount is
hereinafter referred to the "Extended Redemption Amount"). The "Extension
Dividends" shall be the aggregate amount of dividends accrued and owing on the
Class B Convertible Preferred Stock, which shall be paid at the rate of $8.00
per share per annum (computed on the basis of the actual number of days elapsed
over a year of 365 days), shall accrue beginning on the day after the Redemption
Date and shall be cumulative whether or not declared. From and after the
Extended Redemption Date, unless default shall be made by the Corporation on the
Extended Redemption Date in providing funds for the payment of the Extended
Redemption Amount payable, all rights of the holders of the shares of Class B
Convertible Preferred Stock surrendered for redemption, except the right to
receive the Extended Redemption Amount in respect of such shares, shall cease
and terminate. The redemption of the shares of Class B Convertible Preferred
Stock upon the Extended Redemption Date shall take place at the principal place
of business of the Corporation. On the Extended Redemption Date, the Corporation
shall tender the Extended Redemption Amount by check, subject to collection,
against receipt of the certificate or certificates representing the shares of
Class B Convertible Preferred Stock being redeemed.

         (8) (a) Subject to the provision for adjustment set forth below, each
share of the Class B Convertible Preferred Stock, plus the aggregate amount of
all accrued but unpaid Extension Dividends, shall be convertible at the option
of the holder thereof at any time after the date hereof, into a number of shares
of Common Stock equal to the then effective Conversion Ratio (as hereinafter
defined). As used herein, "Conversion Ratio," determined as of any date, shall
equal the number of shares of Common Stock into which one share of Class B
Convertible Preferred Stock is convertible pursuant to this Section 8, which
shall be determined by dividing $100.00, plus the amount of all accrued but
unpaid Extension Dividends per share, by the then effective Conversion Price (as
defined below). The "Conversion Price" shall initially be $10.00 and shall be
subject to adjustment as provided in Section 8(d). The Conversion Ratio shall
initially be ten shares and shall be subject to adjustment as provided in
Section 8(d).

         (b) The Corporation shall at all times reserve and keep available for
issuance upon the conversion of Class B Convertible Preferred Stock, free from
any preemptive rights or any other actual contingent purchase rights of persons
other than the holders of Class B Convertible Preferred Stock, such number of
shares of its authorized but unissued shares of Common Stock as will from time
to time be necessary to permit the conversion of all outstanding shares of Class
B Convertible Preferred Stock, together with all accrued but unpaid dividends
thereon, into shares of Common Stock, and shall take all action required to
increase the authorized number of shares of Common Stock if necessary to permit
the conversion of all outstanding shares of Class B Convertible Preferred Stock.
The Corporation covenants that all shares of Common Stock that shall be so
issuable shall, upon issue, be duly and validly authorized, fully paid,
nonassessable and freely tradeable.

                                       4
<PAGE>

         (c) (i) Conversion of Class B Convertible Preferred Stock may be
effected by any holder thereof upon the surrender to the Corporation at the
offices of the Corporation of certificates representing Class B Convertible
Preferred Stock to be converted, accompanied by a written notice stating that
such holder elects to convert all or a specified portion of such Class B
Convertible Preferred Stock in accordance with the provisions of this Section 8
and specifying the name or names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued. The Corporation shall pay
the issue and transfer taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of Class B Convertible
Preferred Stock pursuant hereto. As promptly as practicable, and in any event
within two business days after the surrender of such certificates representing
Class B Convertible Preferred Stock and the receipt of such notice relating
thereto, the Corporation shall deliver or cause to be delivered (i) certificates
representing the number of validly issued, fully paid and nonassessable shares
of Common Stock to which the holder of Class B Convertible Preferred Stock being
converted shall be entitled and (ii) if less than all of the shares represented
by the surrendered certificates are being converted, a new certificate
representing the number of shares of Class B Convertible Preferred Stock which
remains outstanding upon such partial conversion. Such conversion shall be
deemed to have been made at the close of business on the date of giving such
notice so that the rights of the holder thereof as to Class B Convertible
Preferred Stock being converted shall cease except for the right to receive
shares of Common Stock in accordance herewith, and the persons entitled to
receive shares of Common Stock shall be treated for all purposes as having
become the record holder of such shares of Common Stock at such time.

         (ii) If the Corporation fails to deliver to the holder such certificate
or certificates pursuant to this Section 8, including for purposes hereof, any
shares of Common Stock to be issued on account of accrued but unpaid dividends
hereunder, on or prior to the third trading day after the date the holder
surrenders to the Corporation the certificates to be converted (the "Delivery
Date"), in addition to all other remedies that such holder may pursue hereunder
or otherwise, the Corporation shall pay to such holder in cash, as liquidated
damages and not as a penalty, $1,000 per day (increasing to $5,000 per day after
the fifth trading day after the Delivery Date) until such certificates are
delivered. If the Corporation fails to deliver to the holder such certificate or
certificates pursuant to this Section 8 prior to the 15th day after the Delivery
Date the Corporation shall, at the holder's option, (i) redeem from funds
legally available therefor at the time of such redemption, such number of shares
of Preferred Stock then held by such holder, as requested by such holder and
(ii) pay all accrued but unpaid dividends on account of the Class B Convertible
Preferred Stock for which the Corporation shall have failed to issue Common
Stock certificates hereunder, in cash. If such holder opts to redeem any number
of shares of Preferred Stock pursuant to this Section 8(c)(ii), then the
Corporation shall immediately redeem, from funds legally available therefor at
the time of such redemption, such number of shares of Class B Convertible
Preferred Stock then held by such holder, as requested by such holder. The
redemption price shall be equal to the sum of (A) the aggregate of all accrued
but unpaid dividends, plus

                                       5
<PAGE>

(B) the number of shares of Class B Convertible Preferred Stock then held by
such holder multiplied by (1) the average closing price of the Corporation's
Common Stock for the five trading days immediately preceding the Delivery Date
multiplied by (2) the Conversion Ratio calculated on the Delivery Date. If the
holder has requested that the Corporation redeem shares of Class B Convertible
Preferred Stock pursuant to this Section 8(c)(ii) and the Corporation fails for
any reason to pay the redemption price referenced above within seven days after
such notice is deemed delivered pursuant to Section 8(c)(ii), the Corporation
will pay interest on the redemption price at a rate of 15% per annum in cash to
such holder, accruing from such seventh day until the redemption price and any
accrued interest thereon is paid in full. Nothing herein shall limit a holder's
right to pursue actual damages for the Corporation's failure to deliver
certificates representing shares of Common Stock upon conversion within the
period specified herein (including, without limitation, damages relating to any
purchase of shares of Common Stock by such holder to make delivery on a sale
effected in anticipation of receiving certificates representing shares of Common
Stock upon conversion, such damages to be in an amount equal to (A) the
aggregate amount paid by such holder for the shares of Common Stock so purchased
minus (B) the aggregate amount of net proceeds, if any, received by such holder
from the sale of the shares of Common Stock issued by the Corporation pursuant
to such conversion), and such holder shall have the right to pursue all remedies
available to it at law or in equity (including, without limitation, a decree of
specific performance and/or injunctive relief).

         (iii) In addition to any other rights available to the holder, if the
Corporation fails to deliver to the holder such certificate or certificates
pursuant to Section 8(c)(ii) by the Delivery Date and after the Delivery Date
the holder purchases (in an open market transaction or otherwise) shares of
Common Stock to deliver to the satisfaction of a sale by such holder of the
shares underlying the Class B Convertible Preferred Stock which the holder
anticipated receiving on the Delivery Date upon such conversion (a "Buy-In"),
then the Corporation shall pay in cash to the holder (in addition to any
remedies available to or elected by the holder) the amount by which (A) the
holder's total purchase price (including brokerage commissions, if any) for the
shares of Common Stock purchased for a Buy-In exceeds (B) the aggregate
Conversion Price for the number of shares of Common Stock in the Buy-In for
which such conversion was not timely honored. For example, if the holder
purchases shares of Common Stock having a total purchase price of $11,000 to
cover a Buy-In with respect to an attempted conversion of $10,000 aggregate
Conversion Price for the number of shares of Common Stock in the Buy-In, the
Corporation shall be required to pay the holder $1,000. The holder shall provide
the Corporation written notice indicating the amounts payable to the holder in
respect of the Buy-In.

         (d) (i) In the event of any change in the number of issued and
outstanding shares of capital stock of the Corporation by reason of any stock
split, stock dividend, subdivision, merger, consolidation, recapitalization,
combination, conversion or exchange of shares, or any other change in the
corporate or capital structure of the Corporation which would have the effect of
diluting or otherwise adversely affecting the

                                       6
<PAGE>

rights and privileges of the holders of Class B Convertible Preferred Stock
under this Section 8, the Conversion Ratio and Conversion Price in effect on the
effective date thereof shall be adjusted so that the holder of any shares of
Class B Convertible Preferred Stock shall be entitled to receive the number and
type of shares of Common Stock or other securities of the Corporation which such
holder would have owned or have been entitled to receive after the happening of
any of the events described above had such shares of Class B Convertible
Preferred Stock been converted into Common Stock immediately prior to the
happening of such event or the record date therefor. An adjustment made pursuant
to this Section 8(d) shall become effective (x) in the case of any such dividend
or distribution to holders of shares of Common Stock entitled to receive such
dividend or distribution, or (y) in the case of such subdivision, merger,
consolidation, recapitalization, combination, conversion or exchange, at the
close of business on the day upon which such corporate action becomes effective.

         (ii) Except with respect to Excluded Securities (as defined below), in
case the Corporation shall issue any shares of Common Stock or Common Stock
Equivalents (as defined below) after the date of initial issuance of the shares
of Class B Convertible Preferred Stock (the "Issue Date") at a price per share
(or having a conversion or exercise price per share) of less than $10.00 per
share (the "Adjusted Conversion Price"), in each such case the Conversion Price
as in effect immediately prior thereto shall be reduced to the Adjusted
Conversion Price and the Conversion Ratio shall be recalculated by dividing
$100.00 by the Adjusted Conversion Price. Any adjustment made pursuant to this
clause (ii) shall be made on the next business day following the date on which
any such issuance is made and shall be effective retroactively to the close of
business on the date of such issuance. For purposes of this clause (ii), the
consideration receivable by the Corporation in connection with the issuance of
additional shares of Common Stock or of Common Stock Equivalents since the Issue
Date shall be deemed to be equal to (X) in the case the consideration received
by the Corporation is cash, the sum of the aggregate offering price (before
deduction of underwriting discounts or commissions and expenses payable to third
parties, if any) of all such Common Stock and/or Common Stock Equivalents plus
the minimum aggregate amount, if any, payable upon conversion, exchange or
exercise of any such Common Stock Equivalents, and (Y) in the case the
consideration received by the Corporation is other than cash, the fair market
value of the consideration received by the Corporation as determined by the good
faith judgment of the Board of Directors of the Corporation provided, however,
that in the event the holder disagrees in good faith with the determination of
the Board of Directors of the Corporation, such fair market value shall be
determined by a nationally recognized or major regional investment banking firm
or firm of independent certified public accountants of recognized standing (an
"Appraiser") selected in good faith by the holders of the Class B Convertible
Preferred Stock; and provided, further, that the Corporation, after receipt of
the determination by such Appraiser shall have the right to select in good faith
an additional Appraiser meeting the same qualifications, in which case the fair
market value shall be equal to the average of the determinations by each such
Appraiser. Such adjustment shall be made whenever any such distribution is made
and shall become effective

                                       7
<PAGE>

immediately after the record date mentioned above. The issuance or reissuance of
any shares of Common Stock or Common Stock Equivalents (whether treasury shares
or newly issued shares) pursuant to a dividend or distribution on, or
subdivision, combination or reclassification of, the outstanding shares of
Common Stock requiring an adjustment in the Conversion Price and Conversion
Ratio pursuant to this clause (ii) shall not be deemed to constitute an issuance
of Common Stock or Common Stock Equivalents by the Corporation to which clause
(i) of this Section 8(d) applies. Upon the expiration or termination of any
unconverted, unexchanged or unexercised Common Stock Equivalents for which an
adjustment has been made pursuant to this clause (ii), the adjustments shall
forthwith be reversed to effect such Conversion Ratio as would have been in
effect at the time of such expiration or termination had such Common Stock
Equivalents, to the extent outstanding immediately prior to such expiration or
termination, had never been issued. As used herein, "Excluded Securities" shall
mean: (i) shares of Common Stock issuable upon conversion of the Class B
Convertible Preferred Stock; (ii) shares of Common Stock issuable or issued to
employees of the Corporation pursuant to the Management Option Plan (as
hereinafter defined); (iii) any capital stock issued as a stock dividend or upon
any stock split or other subdivision or combination of shares of the
Corporation's capital stock; (iv) shares of Common Stock issuable upon
conversion of any Common Stock Equivalents outstanding on the Issue Date, (v)
shares of Common Stock issuable upon conversion of the Corporation's Class A
Convertible Preferred Stock outstanding on the Issue Date or (vi) Common Stock
issued upon the conversion or exercise of Common Stock Equivalents issued after
the Issue Date as to which an adjustment to the Conversion Ratio has been made
pursuant to this clause (d) upon the issuance of such Common Stock Equivalents.
As used herein, "Common Stock Equivalents" shall mean securities convertible
into, or exchangeable or exercisable for, shares of Common Stock of the
Corporation. As used herein, the "Management Option Plan" shall mean the
Corporation's 1992 Stock Option Plan, as amended.

         (iii) If the Corporation shall set a record date for the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution and shall thereafter, and before such dividend or distribution is
paid or delivered to stockholders entitled thereto, legally abandon its plan to
pay or deliver such dividend or distribution, then no adjustment in the
Conversion Ratio or the Conversion Price then in effect shall be made by reason
of the taking of such record, and any such adjustment previously made as a
result of the taking of such record shall be reversed.

         (e) (i) Unless sooner redeemed or converted in accordance with the
provisions of Section 7 hereof or this Section 8 the outstanding shares of Class
B Convertible Preferred Stock shall be subject to involuntary conversion at the
option of the Corporation, at its sole discretion, in whole but not in part, at
any time after six months after the Issue Date, for shares of the Corporation's
Common Stock at the Conversion Ratio. The Corporation may effectuate such
involuntary conversion on such date (the "Involuntary Conversion Date") provided
that the following conditions have been met:

                                       8
<PAGE>

         (A)      the Current Market Price (as hereinafter defined) of the
                  Common Stock is equal to or in excess of one hundred and fifty
                  percent (150%) of the Conversion Price for a period of at
                  least ten (10) consecutive trading days; and

         (B)      all of the shares of Common Stock into which the Preferred
                  Stock is being converted have been registered under the
                  Securities Act of 1933, as amended, and such registration has
                  been declared effective by the Securities and Exchange
                  Commission, and is effective on such date; and

         (C)      the Corporation has a sufficient number of authorized shares
                  of Common Stock reserved for issuance upon full conversion of
                  the Class B Convertible Preferred Stock.

As used herein, "Current Market Price" shall mean for any day, the last sale
price for the Common Stock on the principal securities exchange on which the
Common Stock is listed or admitted to trading, or, if not so listed or admitted
to trading on any securities exchange, the last sale price for the Common Stock
on the National Association of Securities Dealers National Market System, or, if
the Common Stock shall not be listed on such system, the closing bid price in
the over-the-counter market.

         (ii) Notice of involuntary conversion of outstanding shares of Class B
Convertible Preferred Stock shall be sent by or on behalf of the Corporation,
postage prepaid, to the holders of record of outstanding shares of Class B
Convertible Preferred Stock not less than ten (10) and not more than twenty (20)
days prior to the Involuntary Conversion Date.

         (iii) Notice having been so given as provided in clause (ii) above,
from and after the Involuntary Conversion Date, unless default shall be made by
the Corporation on the Involuntary Conversion Date in issuing the Common Stock
issuable upon conversion of the Class B Convertible Preferred Stock pursuant to
the Conversion Ratio, all rights of the holders of the shares of Class B
Convertible Preferred Stock surrendered for conversion, except the right to
receive the Common Stock in respect of such shares, shall cease and terminate.
The involuntary conversion of the shares of Class B Convertible Preferred Stock
for the Common Stock upon the Involuntary Conversion Date shall take place at
the principal place of business of the Corporation. On the Involuntary
Conversion Date, the Corporation shall tender such Common Stock against receipt
of the certificate or certificates representing the shares of Class B
Convertible Preferred Stock being converted.

         (iv) If any portion of the applicable redemption price under Sections 7
or 8 shall not be paid by the Corporation within seven (7) calendar days after
the date due, interest shall accrue thereon at the rate of 15% per annum until
the redemption price plus all such interest is paid in full (which amount shall
be paid as liquidated damages and not as a penalty). In addition, if any portion
of such redemption price remains

                                       9
<PAGE>

unpaid for more than seven (7) calendar days after the date due, the holder of
the Class B Convertible Preferred Stock subject to such redemption may elect, by
written notice to the Corporation given within 30 days after the date due, to
either (i) demand conversion in accordance with the formula and the time frame
therefor set forth in Section 8 of all of the shares of Class B Convertible
Preferred Stock for which such redemption price, plus accrued liquidated damages
thereof, has not been paid in full (the "Unpaid Redemption Shares"), in which
event the Conversion Price for such shares shall be the lower of the Current
Market Price of the Corporation's Common Stock on the date such redemption price
was originally due and the Current Market Price of the Corporation's Common
Stock as of the holder's written demand for conversion, or (ii) invalidate ab
initio such redemption, notwithstanding anything herein contained to the
contrary. If the holder elects option (i) above, the Corporation shall within
five (5) trading days of its receipt of such election deliver to the holder the
shares of Common Stock issuable upon conversion of the Unpaid Redemption Shares
subject to such holder conversion demand and otherwise perform its obligations
hereunder with respect thereto; or, if the holder elects option (ii) above, the
Corporation shall promptly, and in any event not later than five (5) trading
days from receipt of holder's notice of such election, return to the holder all
of the Unpaid Redemption Shares.

         (9) Upon any adjustment of the Conversion Price and the Conversion
Ratio then in effect pursuant to the provisions of Section 8, then, and in each
such case, the Corporation shall promptly deliver to each of the holders of
Class B Convertible Preferred Stock a certificate signed by the President or a
Vice President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Corporation setting forth in reasonable detail
the event requiring the adjustment, the method by which such adjustment was
calculated and the Conversion Price and Conversion Ratio then in effect
following such adjustment. Where appropriate, such notice to the holders of
Class B Convertible Preferred Stock may be given in advance."

                  FIFTH:  The foregoing Amendment of the Certificate of
Incorporation of the Corporation was authorized by unanimous consent of the
Board of Directors of the Corporation.

                                       10
<PAGE>

         IN WITNESS WHEREOF, the undersigned have signed this Certificate and
affirm under the penalties of perjury that the statements made herein are true
this 10th day of June, 1999.

                                               /s/ Darby S. Macfarlane
                                               ---------------------------------
                                               Darby S. Macfarlane
                                               Chief Executive Officer and
                                               Chairman of the Board

[Corporate Seal]

                                               /s/ Leslie Foglesong
                                               ---------------------------------
                                               Leslie Foglesong
                                               Secretary

                                       11


<PAGE>


                            CERTIFICATE OF CORRECTION

                                       OF

          CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION

                                       OF

                  CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

                Under Section 105 of the Business Corporation Law

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


                  It is hereby certified that:

                  1.  The name of the corporation is Chromatics Color Sciences
International, Inc.

                  2. The instrument to be hereby corrected was filed by the
Department of State on June 10, 1999.

                  3. The nature of the informality, error, incorrect statement,
or defect of the said instrument to be hereby corrected is as follows: the
introductory clause to Article Fourth of the Certificate of Amendment was not
clear in indicating that the subsection 3 recited therein was not meant to
replace Paragraph D in its entirety, but was meant to be added as a new
subsection to Paragraph D of Article Fourth (after existing subsection 2).

                  4. The introductory clause to Article Fourth of the
Certificate of Amendment hereinabove described is hereby corrected to read as
follows:

                      "FOURTH: To accomplish the foregoing,

                  (i) Paragraph D of Article FOURTH of the Certificate of
Incorporation of the Corporation is amended to add a new Section 3 thereof to
read in full as follows:"
<PAGE>

Signed on June 15, 1999.                             /s/ Darby S. Macfarlane
                                                     ---------------------------
                                                     Darby S. Macfarlane
                                                     Chairperson of the Board
                                                     and Chief Executive Officer

<PAGE>


          Certificate of Amendment of the Certificate of Incorporation

                                       of

                  CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

                Under Section 805 of the Business Corporation Law

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

                  It is hereby certified that:

                  FIRST:   The name of the corporation (the "Corporation") is
CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

                  SECOND:  The Certificate of Incorporation of the Corporation
was filed by the Department of State on March 30, 1984. The Corporation was

formed under the name Chromatics International, Inc.

                  THIRD: The Certificate of Incorporation of the Corporation, as
heretofore amended, is hereby further amended to fix the relative rights,
preferences and limitations with respect to the Class B Preferred Stock of the
Corporation.

                  FOURTH:  To accomplish the foregoing,

                  (i) Paragraph D of Article FOURTH of the Certificate of
Incorporation of the Corporation is amended to add a new Section 3 thereof to
read in full as follows:

"3.      Class B Series 2 Preferred Stock:

         (1) The Corporation has authorized the creation of a series of Class B
Preferred Stock to be designated "Class B Series 2 Convertible Preferred Stock"
(the "Class B Convertible Preferred Stock").

         (2) The number of shares constituting the Class B Convertible Preferred
Stock shall be fixed at 80,000. The Class B Convertible Preferred Stock shall
have no par value.

         (3) The shares of Class B Convertible Preferred Stock shall, with
respect to the distribution of assets on liquidation, dissolution or winding up
of the Corporation, rank (i) senior and prior to the common stock, $.001 par
value (the "Common Stock"), of the Corporation and any other class or series of
capital stock of the Corporation hereafter issued, the terms of which
specifically provide that shares of such class or series shall rank junior to
shares of Class B Convertible Preferred Stock (collectively,


<PAGE>

the "Junior Securities"), (ii) on a parity with any other class or series of
capital stock of the Corporation hereafter issued, the terms of which
specifically provide that shares of such class or series shall rank on a parity
with the shares of Class B Convertible Preferred Stock (collectively, the
"Parity Securities") and (iii) junior to the Class A Convertible Preferred Stock
and any other class or series of capital stock of the Corporation hereafter
issued, the terms of which specifically provide that shares of such class or
series shall rank senior to shares of Class B Convertible Preferred Stock
(collectively, the "Senior Securities").

         (4) The holders of shares of Class B Convertible Preferred Stock shall
not be entitled to any voting rights other than those provided by law. However,
so long as any shares of Class B Convertible Preferred Stock are outstanding,
the Corporation shall not and shall cause its subsidiaries not to, without the
affirmative vote of the holders of a majority of the shares of the Class B
Convertible Preferred Stock then outstanding, (a) alter or change adversely the
absolute or relative powers, preferences or rights given to the Class B
Convertible Preferred Stock, (b) alter or amend this Certificate of Amendment,
(c) authorize or create any class of stock ranking as to dividends or
distribution of assets upon a liquidation or otherwise senior to the Class B
Convertible Preferred Stock, (d) amend its Certificate of Incorporation, bylaws
or other charter documents so as to affect adversely any rights of any holders
of Class B Convertible Preferred Stock, (e) increase the authorized number of
shares of Class B Convertible Preferred Stock or (f) enter into any agreement
with respect to the foregoing.

         (5) Except as set forth in Section 7 hereof, the holders of shares of
Class B Convertible Preferred Stock shall not be entitled to receive dividends
with respect thereto.

         (6) (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, before any
distribution or payment shall be made to the holders of outstanding Junior
Securities, including, but not limited to, the Common Stock, the holders of
outstanding shares of Class B Convertible Preferred Stock shall be entitled to
receive, out of the assets of the Corporation at the time legally available
therefor, in exchange for their shares of Class B Convertible Preferred Stock an
amount in cash equal to $100.00 per share of Class B Convertible Preferred
Stock, together with all accrued but unpaid dividends thereon, on a pari passu
basis with the rights of the holders of any Parity Securities; provided,
however, that the holders of the Class B Convertible Preferred Stock and any
outstanding Parity Securities shall not be entitled to receive such preferential
liquidation payments until the preferential liquidation payments on all
outstanding Senior Securities have been paid in full. If, upon any such
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, the assets of the Corporation available therefor shall be
insufficient to permit the payment in full to the holders of outstanding shares
of Class B

                                       2
<PAGE>

Convertible Preferred Stock of the preferential liquidation amounts to which
they are then entitled pursuant to the provisions of this clause (a), the entire
assets of the Corporation thus distributable shall be distributed among the
holders of outstanding shares of Class B Convertible Preferred Stock and any
Parity Securities ratably, in proportion to the full amounts to which such
holders would otherwise be entitled if such assets were sufficient to permit
payment in full.

         (b) Upon any such voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, after the payment in full to the
holders of outstanding shares of Class B Convertible Preferred Stock and any
Parity Securities of the preferential liquidation amounts to which they are then
entitled pursuant to the provisions of clause (a) above, the holders of
outstanding shares of Class B Convertible Preferred Stock shall not be entitled
to participate in any further distributions made to the holders of the Common
Stock or any other class of Senior Securities or Junior Securities.

         (c) At the option of the holders of a majority of the issued and
outstanding Class B Convertible Preferred Stock, the sale of all or
substantially all of the assets of the Corporation or the merger of the
Corporation with or into another corporation shall be deemed to be a
dissolution, liquidation or winding up of the Corporation.

         (7) (a) On the third anniversary of the date of initial issuance of the
shares of Class B Convertible Preferred Stock (the "Redemption Date"), and
provided the Corporation has not delivered a timely Extension Notice (as
hereinafter defined), all of the outstanding shares of Class B Convertible
Preferred Stock shall be subject to mandatory redemption by the Corporation for
a purchase price payable in cash equal to $115.00 per share (such amount is
hereinafter referred to the "Redemption Amount").

         (b) From and after the Redemption Date, unless (i) default shall be
made by the Corporation on the Redemption Date in providing funds for the
payment of the Redemption Amount payable, or (ii) the Corporation, in its sole
discretion, has notified the holders of the shares of Class B Convertible
Preferred Stock by written notice delivered at least thirty (30) days prior to
the Redemption Date (the "Extension Notice") of its election to extend the
Redemption Date to the fifth anniversary of the date of initial issuance of the
shares of Class B Convertible Preferred Stock (the "Extended Redemption Date"),
all rights of the holders of the shares of Class B Convertible Preferred Stock
surrendered for redemption, except the right to receive the Redemption Amount in
respect of such shares, shall cease and terminate. The redemption of the shares
of Class B Convertible Preferred Stock upon the Redemption Date shall take place
at the principal place of business of the Corporation. On the Redemption Date,
the Corporation shall tender the Redemption Amount by check, subject to
collection, against receipt of the certificate or certificates representing the
shares of Class B Convertible Preferred Stock being redeemed.

         (c) If the Redemption Date has been extended to the Extended Redemption
Date by timely delivery by the Corporation of the Extension Notice to each of
the holders of the shares of Class B Convertible Preferred Stock then
outstanding, on the Extended Redemption Date all of the outstanding shares of
Class B Convertible

                                       3
<PAGE>

Preferred Stock shall be subject to mandatory redemption by the Corporation for
a purchase price payable in cash equal to $115.00 per share, together with all
accrued but unpaid Extension Dividends (as hereinafter defined) (such amount is
hereinafter referred to the "Extended Redemption Amount"). The "Extension
Dividends" shall be the aggregate amount of dividends accrued and owing on the
Class B Convertible Preferred Stock, which shall be paid at the rate of $8.00
per share per annum (computed on the basis of the actual number of days elapsed
over a year of 365 days), shall accrue beginning on the day after the Redemption
Date and shall be cumulative whether or not declared. From and after the
Extended Redemption Date, unless default shall be made by the Corporation on the
Extended Redemption Date in providing funds for the payment of the Extended
Redemption Amount payable, all rights of the holders of the shares of Class B
Convertible Preferred Stock surrendered for redemption, except the right to
receive the Extended Redemption Amount in respect of such shares, shall cease
and terminate. The redemption of the shares of Class B Convertible Preferred
Stock upon the Extended Redemption Date shall take place at the principal place
of business of the Corporation. On the Extended Redemption Date, the Corporation
shall tender the Extended Redemption Amount by check, subject to collection,
against receipt of the certificate or certificates representing the shares of
Class B Convertible Preferred Stock being redeemed.

         (8) (a) Subject to the provision for adjustment set forth below, each
share of the Class B Convertible Preferred Stock, plus the aggregate amount of
all accrued but unpaid Extension Dividends, shall be convertible at the option
of the holder thereof at any time after the date hereof, into a number of shares
of Common Stock equal to the then effective Conversion Ratio (as hereinafter
defined). As used herein, "Conversion Ratio," determined as of any date, shall
equal the number of shares of Common Stock into which one share of Class B
Convertible Preferred Stock is convertible pursuant to this Section 8, which
shall be determined by dividing $100.00, plus the amount of all accrued but
unpaid Extension Dividends per share, by the then effective Conversion Price (as
defined below). The "Conversion Price" shall be $7.25 for the shares of Class B
Convertible Preferred Stock issued on the date of initial issuance of shares of
Class B Convertible Preferred Stock (the "Issue Date") and shall be subject to
adjustment as provided in Section 8(d). For all shares of Class B Convertible
Preferred Stock issued subsequent to the Issue Date the "Conversion Price" shall
be the lower of (i) $7.25 and (ii) the average of the closing bid prices of the
Common Stock over the five consecutive trading days ending on the date
immediately prior to the date of the issuance of such shares, in either case
subject to adjustment as provided in Section 8(d). The Conversion Ratio shall be
subject to adjustment as provided in Section 8(d).

         (b) The Corporation shall at all times reserve and keep available for
issuance upon the conversion of Class B Convertible Preferred Stock, free from
any preemptive rights or any other actual contingent purchase rights of persons
other than the holders of Class B Convertible Preferred Stock, such number of
shares of its authorized but unissued shares of Common Stock as will from time
to time be necessary to permit the conversion of all outstanding shares of Class
B Convertible Preferred Stock, together

                                       4
<PAGE>

with all accrued but unpaid dividends thereon, into shares of Common Stock, and
shall take all action required to increase the authorized number of shares of
Common Stock if necessary to permit the conversion of all outstanding shares of
Class B Convertible Preferred Stock. The Corporation covenants that all shares
of Common Stock that shall be so issuable shall, upon issue, be duly and validly
authorized, fully paid, nonassessable and freely tradeable.

         (c) (i) Conversion of Class B Convertible Preferred Stock may be
effected by any holder thereof upon the surrender to the Corporation at the
offices of the Corporation of certificates representing Class B Convertible
Preferred Stock to be converted, accompanied by a written notice stating that
such holder elects to convert all or a specified portion of such Class B
Convertible Preferred Stock in accordance with the provisions of this Section 8
and specifying the name or names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued. The Corporation shall pay
the issue and transfer taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of Class B Convertible
Preferred Stock pursuant hereto. As promptly as practicable, and in any event
within two business days after the surrender of such certificates representing
Class B Convertible Preferred Stock and the receipt of such notice relating
thereto, the Corporation shall deliver or cause to be delivered (i) certificates
representing the number of validly issued, fully paid and nonassessable shares
of Common Stock to which the holder of Class B Convertible Preferred Stock being
converted shall be entitled and (ii) if less than all of the shares represented
by the surrendered certificates are being converted, a new certificate
representing the number of shares of Class B Convertible Preferred Stock which
remains outstanding upon such partial conversion. Such conversion shall be
deemed to have been made at the close of business on the date of giving such
notice so that the rights of the holder thereof as to Class B Convertible
Preferred Stock being converted shall cease except for the right to receive
shares of Common Stock in accordance herewith, and the persons entitled to
receive shares of Common Stock shall be treated for all purposes as having
become the record holder of such shares of Common Stock at such time.

         (ii) If the Corporation fails to deliver to the holder such certificate
or certificates pursuant to this Section 8, including for purposes hereof, any
shares of Common Stock to be issued on account of accrued but unpaid dividends
hereunder, on or prior to the third trading day after the date the holder
surrenders to the Corporation the certificates to be converted (the "Delivery
Date"), in addition to all other remedies that such holder may pursue hereunder
or otherwise, the Corporation shall pay to such holder in cash, as liquidated
damages and not as a penalty, $1,000 per day (increasing to $5,000 per day after
the fifth trading day after the Delivery Date) until such certificates are
delivered. If the Corporation fails to deliver to the holder such certificate or
certificates pursuant to this Section 8 prior to the 15th day after the Delivery
Date the Corporation shall, at the holder's option, (i) redeem from funds
legally available therefor at the time of such redemption, such number of shares
of Preferred Stock then held by such holder, as requested by such holder and
(ii) pay all accrued but unpaid dividends

                                       5
<PAGE>

on account of the Class B Convertible Preferred Stock for which the Corporation
shall have failed to issue Common Stock certificates hereunder, in cash. If such
holder opts to redeem any number of shares of Preferred Stock pursuant to this
Section 8(c)(ii), then the Corporation shall immediately redeem, from funds
legally available therefor at the time of such redemption, such number of shares
of Class B Convertible Preferred Stock then held by such holder, as requested by
such holder. The redemption price shall be equal to the sum of (A) the aggregate
of all accrued but unpaid dividends, plus (B) the number of shares of Class B
Convertible Preferred Stock then held by such holder multiplied by (1) the
average closing price of the Corporation's Common Stock for the five trading
days immediately preceding the Delivery Date multiplied by (2) the Conversion
Ratio calculated on the Delivery Date. If the holder has requested that the
Corporation redeem shares of Class B Convertible Preferred Stock pursuant to
this Section 8(c)(ii) and the Corporation fails for any reason to pay the
redemption price referenced above within seven days after such notice is deemed
delivered pursuant to Section 8(c)(ii), the Corporation will pay interest on the
redemption price at a rate of 15% per annum in cash to such holder, accruing
from such seventh day until the redemption price and any accrued interest
thereon is paid in full. Nothing herein shall limit a holder's right to pursue
actual damages for the Corporation's failure to deliver certificates
representing shares of Common Stock upon conversion within the period specified
herein (including, without limitation, damages relating to any purchase of
shares of Common Stock by such holder to make delivery on a sale effected in
anticipation of receiving certificates representing shares of Common Stock upon
conversion, such damages to be in an amount equal to (A) the aggregate amount
paid by such holder for the shares of Common Stock so purchased minus (B) the
aggregate amount of net proceeds, if any, received by such holder from the sale
of the shares of Common Stock issued by the Corporation pursuant to such
conversion), and such holder shall have the right to pursue all remedies
available to it at law or in equity (including, without limitation, a decree of
specific performance and/or injunctive relief).

         (iii) In addition to any other rights available to the holder, if the
Corporation fails to deliver to the holder such certificate or certificates
pursuant to Section 8(c)(ii) by the Delivery Date and after the Delivery Date
the holder purchases (in an open market transaction or otherwise) shares of
Common Stock to deliver to the satisfaction of a sale by such holder of the
shares underlying the Class B Convertible Preferred Stock which the holder
anticipated receiving on the Delivery Date upon such conversion (a "Buy-In"),
then the Corporation shall pay in cash to the holder (in addition to any
remedies available to or elected by the holder) the amount by which (A) the
holder's total purchase price (including brokerage commissions, if any) for the
shares of Common Stock purchased for a Buy-In exceeds (B) the aggregate
Conversion Price for the number of shares of Common Stock in the Buy-In for
which such conversion was not timely honored. For example, if the holder
purchases shares of Common Stock having a total purchase price of $11,000 to
cover a Buy-In with respect to an attempted conversion of $10,000 aggregate
Conversion Price for the number of shares of Common Stock in the Buy-In, the
Corporation shall be required to pay the holder

                                       6
<PAGE>

$1,000. The holder shall provide the Corporation written notice indicating the
amounts payable to the holder in respect of the Buy-In.

         (d) (i) In the event of any change in the number of issued and
outstanding shares of capital stock of the Corporation by reason of any stock
split, stock dividend, subdivision, merger, consolidation, recapitalization,
combination, conversion or exchange of shares, or any other change in the
corporate or capital structure of the Corporation which would have the effect of
diluting or otherwise adversely affecting the rights and privileges of the
holders of Class B Convertible Preferred Stock under this Section 8, the
Conversion Ratio and Conversion Price in effect on the effective date thereof
shall be adjusted so that the holder of any shares of Class B Convertible
Preferred Stock shall be entitled to receive the number and type of shares of
Common Stock or other securities of the Corporation which such holder would have
owned or have been entitled to receive after the happening of any of the events
described above had such shares of Class B Convertible Preferred Stock been
converted into Common Stock immediately prior to the happening of such event or
the record date therefor. An adjustment made pursuant to this Section 8(d) shall
become effective (x) in the case of any such dividend or distribution to holders
of shares of Common Stock entitled to receive such dividend or distribution, or
(y) in the case of such subdivision, merger, consolidation, recapitalization,
combination, conversion or exchange, at the close of business on the day upon
which such corporate action becomes effective.

         (ii) Except with respect to Excluded Securities (as defined below), in
case the Corporation shall issue any shares of Common Stock or Common Stock
Equivalents (as defined below) after the Issue Date at a price per share (or
having a conversion or exercise price per share) of less than the Conversion
Price per share (the "Adjusted Conversion Price"), in each such case the
Conversion Price as in effect immediately prior thereto shall be reduced (but
not increased) to the Adjusted Conversion Price and the Conversion Ratio shall
be recalculated and increased (but not decreased) by dividing $100.00 by the
Adjusted Conversion Price. Any adjustment made pursuant to this clause (ii)
shall be made on the next business day following the date on which any such
issuance is made and shall be effective retroactively to the close of business
on the date of such issuance. For purposes of this clause (ii), the
consideration receivable by the Corporation in connection with the issuance of
additional shares of Common Stock or of Common Stock Equivalents since the Issue
Date shall be deemed to be equal to (X) in the case the consideration received
by the Corporation is cash, the sum of the aggregate offering price (before
deduction of underwriting discounts or commissions and expenses payable to third
parties, if any) of all such Common Stock and/or Common Stock Equivalents plus
the minimum aggregate amount, if any, payable upon conversion, exchange or
exercise of any such Common Stock Equivalents, and (Y) in the case the
consideration received by the Corporation is other than cash, the fair market
value of the consideration received by the Corporation as determined by the good
faith judgment of the Board of Directors of the Corporation provided, however,
that in the event the holder disagrees in good faith with the determination of
the Board of Directors of the Corporation, such fair market value shall

                                       7
<PAGE>

be determined by a nationally recognized or major regional investment banking
firm or firm of independent certified public accountants of recognized standing
(an "Appraiser") selected in good faith by the holders of the Class B
Convertible Preferred Stock; and provided, further, that the Corporation, after
receipt of the determination by such Appraiser shall have the right to select in
good faith an additional Appraiser meeting the same qualifications, in which
case the fair market value shall be equal to the average of the determinations
by each such Appraiser. Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately after the record
date mentioned above. The issuance or reissuance of any shares of Common Stock
or Common Stock Equivalents (whether treasury shares or newly issued shares)
pursuant to a dividend or distribution on, or subdivision, combination or
reclassification of, the outstanding shares of Common Stock requiring an
adjustment in the Conversion Price and Conversion Ratio pursuant to this clause
(ii) shall not be deemed to constitute an issuance of Common Stock or Common
Stock Equivalents by the Corporation to which clause (i) of this Section 8(d)
applies. Upon the expiration or termination of any unconverted, unexchanged or
unexercised Common Stock Equivalents for which an adjustment has been made
pursuant to this clause (ii), the adjustments shall forthwith be reversed to
effect such Conversion Ratio as would have been in effect at the time of such
expiration or termination had such Common Stock Equivalents, to the extent
outstanding immediately prior to such expiration or termination, had never been
issued. As used herein, "Excluded Securities" shall mean: (i) shares of Common
Stock issuable upon conversion of the Class B Convertible Preferred Stock; (ii)
shares of Common Stock issuable or issued to employees of or consultants to the
Corporation pursuant to the Management Option Plan (as hereinafter defined);
(iii) any capital stock issued as a stock dividend or upon any stock split or
other subdivision or combination of shares of the Corporation's capital stock;
(iv) shares of Common Stock issuable upon conversion of any Common Stock
Equivalents outstanding on the Issue Date, (v) shares of Common Stock issuable
upon conversion of the Corporation's Class A Convertible Preferred Stock
outstanding on the Issue Date or (vi) Common Stock issued upon the conversion or
exercise of Common Stock Equivalents issued after the Issue Date as to which an
adjustment to the Conversion Ratio has been made pursuant to this clause (d)
upon the issuance of such Common Stock Equivalents. As used herein, "Common
Stock Equivalents" shall mean securities convertible into, or exchangeable or
exercisable for, shares of Common Stock of the Corporation. As used herein, the
"Management Option Plan" shall mean the Corporation's 1992 Stock Option Plan, as
amended.

         (iii) If the Corporation shall set a record date for the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution and shall thereafter, and before such dividend or distribution is
paid or delivered to stockholders entitled thereto, legally abandon its plan to
pay or deliver such dividend or distribution, then no adjustment in the
Conversion Ratio or the Conversion Price then in effect shall be made by reason
of the taking of such record, and any such adjustment previously made as a
result of the taking of such record shall be reversed.

                                       8
<PAGE>

         (e) (i) Unless sooner redeemed or converted in accordance with the
provisions of Section 7 hereof or this Section 8 the outstanding shares of Class
B Convertible Preferred Stock shall be subject to involuntary conversion at the
option of the Corporation, at its sole discretion, in whole but not in part, at
any time after six months after the Issue Date, for shares of the Corporation's
Common Stock at the Conversion Ratio. The Corporation may effectuate such
involuntary conversion on such date (the "Involuntary Conversion Date") provided
that the following conditions have been met:

         (A)      the Current Market Price (as hereinafter defined) of the
                  Common Stock is equal to or in excess of one hundred and fifty
                  percent (150%) of the Conversion Price for a period of at
                  least ten (10) consecutive trading days; and

         (B)      all of the shares of Common Stock into which the Preferred
                  Stock is being converted have been registered under the
                  Securities Act of 1933, as amended, and such registration has
                  been declared effective by the Securities and Exchange
                  Commission, and is effective on such date; and

         (C)      the Corporation has a sufficient number of authorized shares
                  of Common Stock reserved for issuance upon full conversion of
                  the Class B Convertible Preferred Stock.

As used herein, "Current Market Price" shall mean for any day, the last sale
price for the Common Stock on the principal securities exchange on which the
Common Stock is listed or admitted to trading, or, if not so listed or admitted
to trading on any securities exchange, the last sale price for the Common Stock
on the National Association of Securities Dealers National Market System, or, if
the Common Stock shall not be listed on such system, the closing bid price in
the over-the-counter market.

         (ii) Notice of involuntary conversion of outstanding shares of Class B
Convertible Preferred Stock shall be sent by or on behalf of the Corporation,
postage prepaid, to the holders of record of outstanding shares of Class B
Convertible Preferred Stock not less than ten (10) and not more than twenty (20)
days prior to the Involuntary Conversion Date.

         (iii) Notice having been so given as provided in clause (ii) above,
from and after the Involuntary Conversion Date, unless default shall be made by
the Corporation on the Involuntary Conversion Date in issuing the Common Stock
issuable upon conversion of the Class B Convertible Preferred Stock pursuant to
the Conversion Ratio, all rights of the holders of the shares of Class B
Convertible Preferred Stock surrendered for conversion, except the right to
receive the Common Stock in respect of such shares, shall cease and terminate.
The involuntary conversion of the shares of Class B Convertible Preferred Stock
for the Common Stock upon the Involuntary Conversion Date shall take place at
the principal place of business of the Corporation.

                                       9
<PAGE>

On the Involuntary Conversion Date, the Corporation shall tender such Common
Stock against receipt of the certificate or certificates representing the shares
of Class B Convertible Preferred Stock being converted.

         (iv) If any portion of the applicable redemption price under Sections 7
or 8 shall not be paid by the Corporation within seven (7) calendar days after
the date due, interest shall accrue thereon at the rate of 15% per annum until
the redemption price plus all such interest is paid in full (which amount shall
be paid as liquidated damages and not as a penalty). In addition, if any portion
of such redemption price remains unpaid for more than seven (7) calendar days
after the date due, the holder of the Class B Convertible Preferred Stock
subject to such redemption may elect, by written notice to the Corporation given
within 30 days after the date due, to either (i) demand conversion in accordance
with the formula and the time frame therefor set forth in Section 8 of all of
the shares of Class B Convertible Preferred Stock for which such redemption
price, plus accrued liquidated damages thereof, has not been paid in full (the
"Unpaid Redemption Shares"), in which event the Conversion Price for such shares
shall be the lower of the Current Market Price of the Corporation's Common Stock
on the date such redemption price was originally due and the Current Market
Price of the Corporation's Common Stock as of the holder's written demand for
conversion, or (ii) invalidate ab initio such redemption, notwithstanding
anything herein contained to the contrary. If the holder elects option (i)
above, the Corporation shall within five (5) trading days of its receipt of such
election deliver to the holder the shares of Common Stock issuable upon
conversion of the Unpaid Redemption Shares subject to such holder conversion
demand and otherwise perform its obligations hereunder with respect thereto; or,
if the holder elects option (ii) above, the Corporation shall promptly, and in
any event not later than five (5) trading days from receipt of holder's notice
of such election, return to the holder all of the Unpaid Redemption Shares.

         (9) Upon any adjustment of the Conversion Price and the Conversion
Ratio then in effect pursuant to the provisions of Section 8, then, and in each
such case, the Corporation shall promptly deliver to each of the holders of
Class B Convertible Preferred Stock a certificate signed by the President or a
Vice President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Corporation setting forth in reasonable detail
the event requiring the adjustment, the method by which such adjustment was
calculated and the Conversion Price and Conversion Ratio then in effect
following such adjustment. Where appropriate, such notice to the holders of
Class B Convertible Preferred Stock may be given in advance. "

                  FIFTH:  The foregoing Amendment of the Certificate of
Incorporation of the Corporation was authorized by unanimous consent of the
Board of Directors of the Corporation.

                                       10
<PAGE>

Signed on June 15, 1999.                         /s/ Darby S. Macfarlane
                                                 -------------------------------
                                                 Darby S. Macfarlane
                                                 Chairperson of the Board
                                                 and Chief Executive Officer