AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             COSMETIC SCIENCES, INC.

                Under Section 807 of the Business Corporation Law
                            of the State of New York


         The undersigned, President and Secretary, pursuant to the provisions of
Section 807 of the Business  Corporation Law of the State of New York, do hereby
certify as follows:
                  1.       The name of the corporation is COSMETIC SCIENCES,
INC. (the "Corporation").  The name under which the Corporation was
formed is M.A.E. Enterprises, Inc.
                  2.       The date of filing its original Certificate of
Incorporation with the Department of State was May 10, 1978.  On
July 16, 1992 a Certificate of Amendment of Certificate of
Incorporation of the Corporation was filed pursuant to a provision
for such certificate contained in an order of the Court relative to
the Amended Joint Plan of Reorganization of the Corporation, dated
the 5th day of February, 1992 (the "Plan"), pursuant to Chapter 11
of the Code.  The Plan had been confirmed as provided in said Code.
The proceeding for the reorganization of the Corporation resulting
in the aforesaid Plan and the confirmation thereof is entitled "In
re: TPC HOME CARE SERVICES, INC. d/b/a TPC HEALTH CARE SERVICES,
COSMETIC SCIENCES, INC. AND TPC HEALTH CARE MANAGEMENT SYSTEMS,

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INC." and the venue thereof is in the Court.  The order confirming the aforesaid
plan  for  the  reorganization  of the  Corporation  was  made on the 5th day of
February, 1992 and entered in the Clerk of the Court.
                  3.       The Certificate of Incorporation is amended to
effect the following amendments authorized by the Business
Corporation Law:
         A.       The name of the Corporation shall be changed.  Paragraph
"1" of the Certificate of Incorporation shall be amended in its
entirety to read as set forth below.

         B.       The purposes for which the Corporation is formed shall be
changed.  Paragraph "2" of the Certificate of Incorporation shall
be amended in its entirety to read as set forth below.

         C.       The location of the office of the Corporation shall be
changed. Paragraph "3" of the Certificate of Incorporation shall be
amended in its entirety to read as set forth below.

         D. The aggregate number of shares the Corporation  shall have authority
to issue,  shall be increased from an aggregate of twenty  million  (20,000,000)
shares  of Common  Stock,  par value  $.01 per  share to an  aggregate  of sixty
million (60,000,000) shares of stock, of which fifty million (50,000,000) shares
shall be Common  Stock,  par value $.01 per share and ten  million  (10,000,000)
shares shall be Preferred Stock, par value $.01 per share.

                  Paragraph "4" of the  Certificate  of  Incorporation  shall be
amended in its entirety to read as set forth below.



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         E.       The address for service of process shall be changed.
Paragraph "5" of the Certificate of Incorporation shall be amended
in its entirety to read as set forth below.

         F.       The elimination of Paragraph "6" relating to the fiscal
year and the addition of a new Paragraph "6" relating to directors
liability.

                  4.       The text of the Certificate of Incorporation as
amended heretofore is hereby restated as further amended to read as
herein set forth in full:

"        (1)  The name of the corporation is EXTENDED FAMILY CARE
CORPORATION (the "Corporation").

         (2) The  Corporation  shall be  authorized to engage in the business of
providing   home  health  care  services   including   both   professional   and
paraprofessional care and such other services necessary or desirable in relation
thereto.  The  Corporation in  furtherance  of its corporate  purposes above set
forth,  shall have all of the powers  enumerated  in Section 202 of the Business
Corporation Law, subject to any limitations provided in the Business Corporation
Law or any other statute of the State of New York.

         (3) The office of the Corporation  shall be in the County of Nassau and
State of New York.

         (4) The total  number of shares of stock  that the  Company  shall have
authority to issue is sixty  million  (60,000,000),  consisting of fifty million
(50,000,000) shares of common stock (the "Common Stock") of the par value of one
cent ($.01) each and ten million  (10,000,000)  shares of  preferred  stock (the
"Preferred Stock") of the par value of one cent ($.01) each.

                  Designation of Classes; Relative Rights, etc..  The
         designation, relative rights, preferences and limitations
         of the shares of each class are as follows:

                  The shares of Preferred  Stock may be issued from time to time
         in one or more  series  of any  number  of  shares,  provided  that the
         aggregate  number of shares issued and not canceled of any and all such
         series shall not exceed the total  number of shares of Preferred  Stock
         hereinabove authorized,  and with distinctive serial designations,  all
         as shall  hereafter  be  stated  and  expressed  in the  resolution  or
         resolutions  providing for the issue of such shares of Preferred  Stock
         from time to time adopted by the Board of Directors pursuant to

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         authority  so to do which is hereby  vested in the Board of  Directors.
         Each  series  of  shares of  Preferred  Stock (a) may have such  voting
         powers,  full or limited,  or may be without voting powers;  (b) may be
         subject to redemption at such time or times and at such prices; (c) may
         be  entitled  to  receive   dividends   (which  may  be  cumulative  or
         non-cumulative)  at such rate or rates,  on such conditions and at such
         times,  and  payable  in  preference  to, or in such  relation  to, the
         dividends payable on any other class or classes or series of stock; (d)
         may have such rights upon the dissolution of, or upon any  distribution
         of the assets  of, the  Company;  (e) may be made  convertible  into or
         exchangeable  for, shares of any other class or classes or of any other
         series  of the same or any  other  class or  classes  of  shares of the
         Company at such price or prices or at such rates of  exchange  and with
         such adjustments;  (f) may be entitled to the benefit of a sinking fund
         to be applied to the purchase or redemption of shares of such series in
         such  amount  or  amounts;  (g)  may  be  entitled  to the  benefit  of
         conditions and  restrictions  upon the creation of  indebtedness of the
         Company  or any  subsidiary,  upon the issue of any  additional  shares
         (including additional shares of such series or of any other series) and
         upon the payment of dividends or the making of other  distributions on,
         and the purchase, redemption or other acquisition by the Company or any
         subsidiary of, any  outstanding  shares of the Company and (h) may have
         such other relative,  participating,  optional or other special rights,
         qualifications,  limitations or restrictions  thereof;  all as shall be
         stated in said  resolution  or  resolutions  providing for the issue of
         such shares of Preferred Stock. Shares of Preferred Stock of any series
         that have been  redeemed  (whether  through the  operation of a sinking
         fund or otherwise) or that if  convertible or  exchangeable,  have been
         converted  into or  exchanged  for shares of any other class or classes
         shall have the status of  authorized  and unissued  shares of Preferred
         Stock of the same series and may be reissued as a part of the series of
         which they were originally a part or may be  reclassified  and reissued
         as part of a new series of shares of  Preferred  Stock to be created by
         resolution or  resolutions  of the Board of Directors or as part of any
         other  series  of  shares  of  Preferred  Stock,  all  subject  to  the
         conditions or  restrictions  on issuance set forth in the resolution or
         resolutions  adopted by the Board of Directors  providing for the issue
         of any series of shares of Preferred Stock.


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         Subject to the  provisions of any  applicable  law or of the By-laws of
         the Company as from time to time  amended,  with respect to the closing
         of  the  transfer  books  or  the  fixing  of a  record  date  for  the
         determination of shareholders  entitled to vote and except as otherwise
         provided by law or by the resolution or  resolutions  providing for the
         issue of any  series of shares  of  Preferred  Stock,  the  holders  of
         outstanding  shares of Common Stock shall  exclusively  possess  voting
         power for the election of directors  and for all other  purposes,  each
         holder of record of shares of Common  Stock being  entitled to one vote
         for each share of Common Stock standing in his or her name on the books
         of the  Company.  Except as  otherwise  provided by the  resolution  or
         resolutions  providing  for  the  issue  of any  series  of  shares  of
         Preferred  Stock,  the  holders  of  shares of  Common  Stock  shall be
         entitled,  to the exclusion of the holders of shares of Preferred Stock
         of any and all series,  to receive such  dividends as from time to time
         may be  declared  by the  Board  of  Directors.  In  the  event  of any
         liquidation,   dissolution  or  winding  up  of  the  Company,  whether
         voluntary or  involuntary,  after  payment  shall have been made to the
         holders of shares of  Preferred  Stock of the full amount to which they
         shall be entitled  pursuant to the resolution or resolutions  providing
         for the issue of any series of shares of Preferred  Stock,  the holders
         of shares of Common  Stock shall be entitled,  to the  exclusion of the
         holders of shares of Preferred  Stock of any and all series,  to share,
         ratably according to the number of shares of Common Stock held by them,
         in all remaining  assets of the Company  available for  distribution to
         its shareholders.

         Subject to the  provisions of this  Certificate  of  Incorporation  and
         except  as  otherwise  provided  by  law,  the  stock  of the  Company,
         regardless of class, may be issued for such  consideration and for such
         corporate  purposes  as the  Board of  Directors  may from time to time
         determine.

         4A. No shareholder of this Corporation  shall have a pre-emptive  right
because  of his  holdings  to have  first  offered to him any part of any of the
presently  authorized shares of this Corporation  hereafter issued,  optioned or
sold or any  part of any  bonds of this  Corporation  convertible  into  shares,
hereafter  issued,  optioned or sold by the  Corporation.  This provision  shall
operate to defeat  pre-emptive  rights in all  shares and  classes of shares now
authorized and also to defeat pre-emptive rights in any

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and all shares and classes of shares and bonds  convertible  into  shares  which
this Corporation may be hereafter  authorized to issue by an amended certificate
duly  filed.  Thus,  any and all of the  shares  of this  Corporation  presently
authorized and any and all of the shares or bonds of this Corporation  which may
hereafter be authorized  may at any time be issued,  optioned and contracted for
sale,  and/or  sold  and  disposed  of by  direction  of the  directors  of this
Corporation  to such  persons and upon such terms and  conditions  as may to the
directors  seem proper and advisable  without first offering the shares or bonds
or any part thereof to existing shareholders.

         (5) The  Secretary of State of the State of New York is  designated  as
the agent of the  Corporation  upon whom process  against it may be served.  The
post  office  address to which the  Secretary  of State shall mail a copy of any
such process served upon him is to the  Corporation,  1 Old Country Road,  Carle
Place, New York 11514.

         (6)  To  the  fullest  extent   permitted  by  the  New  York  Business
Corporation Law as presently in effect or hereafter  amended,  a director of the
Corporation   shall  not  be  personally   liable  to  the  Corporation  or  its
shareholders  for damages  for any breach of duty as a  director.  Any repeal or
modification of this Article by the  shareholders  of the Corporation  shall not
adversely  affect  any right or  protection  of a  director  of the  Corporation
existing  hereunder with respect to any act or omission  occurring prior to such
repeal or modification. "


                  5. The manner in which this Amended and  Restated  Certificate
of  Incorporation  was  authorized  was by the  unanimous  vote of the  Board of
Directors  and,  as to  amendments  as to which  shareholder  vote is  required,
followed by the vote of a majority of the holders of all issued and  outstanding
shares entitled to vote thereon.

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         IN WITNESS  WHEREOF,  the undersigned  have hereunto signed their names
and affirm  that the  statements  made  herein are true under the  penalties  of
perjury, this 25th day of September, 1996.


                                                     /s/ Mary Ann Page

                                                     Mary Ann Page,
                                                     President

                                                     /s/ Robert Kohlmeyer

                                                     Robert Kohlmeyer,
                                                     Secretary

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                 AMENDED AND RESTATED CERTIFICATE INCORPORATION

                                       OF

                             COSMETIC SCIENCES, INC.


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                Under Section 807 of the Business Corporation Law

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                Meltzer, Lippe, Goldstein, Wolf & Schlissel, P.C.
                                190 Willis Avenue
                             Mineola, New York 11501
                      Attention: Blanche S. Berkowitz, L.A.

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