CERTIFICATE OF INCORPORATION
                                       OF
                                  DYNAGEN, INC.

         1.   The name of the corporation is DynaGen, Inc.

         2.   The address of its registered office in the State of Delaware is 5
Fairway  Road,  No. 2C, City of Newark,  County of New  Castle.  The name of its
registered agent at such address is Shekhar G. Wadekar.

         3.   The nature of the business or purposes to be conducted or promoted
is:

         To engage in any lawful act or activity for which  corporations  may be
organized under the General Corporation Law of Delaware.

         4.   The total  number of shares of stock which the  corporation  shall
have authority to issue is fifteen million  (15,000,000)  shares,  consisting of
fourteen million  (14,000,000) shares of Common Stock, $.01 par value per share,
and one million (1,000,000) shares of Preferred Stock, $.01 par value per share,
amounting in the  aggregate  to One Hundred  Fifty  Thousand and 00/100  Dollars
($150,000.00).
                  
         The  designations  and  powers,  the  rights  and  preferences  and the
qualifications,  limitations or restrictions with respect to each class of stock
of the corporation shall be as determined by the Board of Directors from time to
time.
         
         5.   The name and mailing address of the corporation's  incorporator is
Dhananjay G. Wadekar, 1404 LaGrange Street, Chestnut Hill, Massachusetts 02167.


                                      -2-

         
         6.   The names of the persons who are to serve as the  directors  until
the first  annual  meeting of the  stockholders  or until their  successors  are
elected and qualified are:

                  Dhananjay G. Wadekar              Indu A. Muni
                  1404 LaGrange Street              5 Westwood Circle
                  Chestnut Hill, MA  02167          North Reading, MA  01864

         7.   The corporation is to have perpetual existence.

         8.   In  furtherance  and not in limitation of the powers  conferred by
statute, the board of directors is expressly authorized:
                  
              To make, alter or repeal the bylaws of the corporation.
                  
              To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.
                  
              To set apart out of any of the funds of the corporation  available
for  dividends a reserve or reserves  for any proper  purpose and to abolish any
such reserve in the manner in which it was created.
                  
              By a  majority  of the  whole  board,  to  designate  one or  more
committees,  each  committee  to consist of one or more of the  directors of the
corporation.  The board may designate one or more directors as alternate members
of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting  of the  committee.  The  bylaws  may  provide  that in the  absence  or
disqualification  of a member of a  committee,  the  member or  members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors  to act at the meeting in the place of any such agent or  disqualified
member.  Any such  committee,  to the extent  provided in the  resolution of the
board of  directors,  or in the  bylaws of the  corporation,  shall have and may
exercise  all  the  powers  and  authority  of the  board  of  directors  in the
management of the business




                                      -3-


and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee  shall have
the  power  or  authority  in   reference   to  amending  the   certificate   of
incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease, or exchange of all or substantially all of the
corporation's   property  and  assets,   recommending  to  the   stockholders  a
dissolution of the corporation or a revocation of a dissolution, or amending the
bylaws of the  corporation;  and,  unless the resolution or bylaws  expressly so
provide,  no such  committee  shall  have the power or  authority  to  declare a
dividend or to authorize the issuance of stock.
                  
              When and as authorized  by the  stockholders  in  accordance  with
statute, to sell, lease or exchange all or substantially all of the property and
assets of the corporation,  including its goodwill and its corporate franchises,
upon such terms and conditions and for such consideration,  which may consist in
whole or in part of money or  property,  including  shares of stock  in,  and/or
other  securities  of, any other  corporation or  corporations,  as its board of
directors shall deem expedient and for the best interests of the corporation.

         9.   To the  maximum  extent  permitted  by  Section  102(b)(7)  of the
General Corporation Law of Delaware, a director of this Corporation shall not be
personally  liable to the Corporation or its  stockholders  for monetary damages
for breach of fiduciary  duty as a director,  except for  liability  (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a  knowing  violation  of law,  (iii)  under  Section  174 of the
Delaware  General  Corporation  Law, or (iv) for any transaction  from which the
director derived an improper personal benefit.

         10.  Whenever a  compromise  or  arrangement  is proposed  between this
corporation  and  its  creditors  or any  class  of  them  and/or  between  this
corporation  and its  stockholders  or any class 






                                      -4-


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

         11.  Meetings  of the  stockholders  may be held  within or without the
State of Delaware,  as the bylaws may provide.  The books of the corporation may
be kept (subject to any provision contained in the statues) outside the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors or in the bylaws of the  corporation.  Elections of directors
need not be by written  ballot  unless the  bylaws of the  corporation  shall so
provide.




                                      -5-


         12. The  corporation  reserves the right to amend,  alter,  change,  or
repeal any provision  contained in this  certificate  of  incorporation,  in the
manner now or hereafter  prescribed by statute,  and all rights  conferred  upon
stockholders herein are granted subject to this reservation.

         THE UNDERSIGNED,  being the incorporator  named  hereinbefore,  for the
purposes of forming a corporation pursuant to the General Corporation Law of the
State of Delaware,  does make this certificate,  hereby declaring and certifying
that  this is his act and  deed and the  facts  herein  stated  are  true,  and,
accordingly, has hereunto set his hand this 7th day of November, 1988.

                                            /s/ Dhananjay G. Wadekar
                                            ---------------------------
                                            Dhananjay G. Wadekar

COMMONWEALTH OF MASSACHUSETTS )
                              )     ss.:
COUNTY OF MIDDLESEX           )

         BE IT  REMEMBERED  that on this 7th day of November,  1988,  personally
came before me, a Notary Public for the Commonwealth of Massachusetts, Dhananjay
G. Wadekar, the party to the foregoing certificate of incorporation, known to me
personally to be such, and  acknowledged  the said certificate to be his act and
deed and that the facts stated therein are true.

         GIVEN under my hand and seal of office the day and year aforesaid.

                                            /s/ Janet M. Davenport
                                            ---------------------------
                                            Janet M. Davenport
                                            Notary Public
                                            My commission expires: March 4, 1994







                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  DYNAGEN, INC.


         DynaGen, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
         
         FIRST:  That by unanimous  written consent of the Board of Directors of
DynaGen, Inc., dated November 6, 1989, the following resolution which sets forth
a proposed  amendment of the Certificate of Incorporation  of said  Corporation,
was duly adopted and declared to be advisable.  The resolution setting forth the
proposed amendment is as follows:

RESOLVED:   That the Certificate of  Incorporation of the Corporation be amended
            by changing Article IV thereof so that, as amended,  said Article IV
            shall be and read as follows:
                          
             "4. The total number of shares of stock which the Corporation shall
            have authority to issue is twenty-one million  (21,000,000)  shares,
            of which twenty million (20,000,000) shares will be Common Stock, of
            the par  value  of One  Cent  ($.01)  per  share,  and  one  million
            (1,000,000)  shares will be Preferred Stock, of the par value of One
            Cent  ($.01)  per share,  amounting  in the total  aggregate  to Two
            Hundred Ten Thousand and 00/100 Dollars ($210,000.00)."

         SECOND:  That said  amendment was duly adopted in  accordance  with the
provisions  of  Section  241 of the  General  Corporation  Law of the  State  of
Delaware.







                                      -2-


         IN WITNESS WHEREOF, said DynaGen, Inc. has caused its corporate seal to
be hereunto  affixed and this  Certificate  of Amendment to be signed by Indu A.
Muni its President and Secretary this ____ day of November, 1989.

                                  DYNAGEN, INC.



                                                     By: /s/ Indu A. Muni
                                                         -----------------------
                                                         Indu A. Muni, President


/s/ Indu A. Muni
------------------------
Indu A. Muni, Secretary








                                  DYNAGEN, INC.
                        CERTIFICATE OF CHANGE OF LOCATION
                              OF REGISTERED OFFICE
                                       AND
                                REGISTERED AGENT

         The Board of Directors of DYNAGEN,  INC., a Corporation of Delaware, on
this 1st day of February, 1991, do hereby resolve and order that the location of
the  Registered  Office of this  Corporation  within this State be, and the same
hereby is changed to Corporation  Trust Center,  1209 Orange Street, in the City
of Wilmington, County of New Castle 19801.

         The name of the  Registered  Agent  therein and in charge  thereof upon
whom process  against this  Corporation  may be served be, and hereby is changed
to: The Corporation Trust Company.

         DYNAGEN, INC., a Corporation of Delaware,  does hereby certify that the
foregoing  is a true copy of a  resolution  adopted by the Board of Directors by
unanimous written Consent dated February 25, 1991.

         IN WITNESS WHEREOF,  said Corporation has caused this certificate to be
signed by its President and Attested by its Secretary, the 28th day of February,
1991.


                                                       /s/ Indu A. Muni
                                                       -------------------------
                                                       Indu A. Muni
                                                       President
ATTEST:


/s/ John A. Piccione
-----------------------------
John A. Piccione
Secretary







                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  DYNAGEN, INC.

         DynaGen, Inc., a corporation organized and existing under and by virtue
of the General  Corporation  Law of the State of Delaware  (the  "Corporation"),
DOES HEREBY CERTIFY:

         FIRST:  That the Board of Directors of DynaGen,  Inc., by the unanimous
written  consent of its  members,  filed with the minutes of the meetings of the
Board,  duly  adopted  resolutions  setting  forth a proposed  amendment  of the
certificate of incorporation of the Corporation,  declaring said amendment to be
advisable and approving the submission of said amendment to the  stockholders of
the  Corporation  for their approval by vote at the 1991 Special Meeting in Lieu
of Annual  Meeting  held on June 30,  1992.  The  resolution  setting  forth the
proposed amendment is as follows:

RESOLVED:   That Article 4 of the Corporation's  Certificate of Incorporation be
            and is hereby amended to authorize an additional  20,000,000  shares
            of  Common  Stock of the  Corporation,  so that as so  amended  said
            Article 4 shall read in its entirety as follows:

            "4. The total number of shares of all classes of capital stock which
            the  Corporation  shall  have the  authority  to issue is  forty-one
            million   (41,000,000)   shares,   consisting   of   forty   million
            (40,000,000)  shares  of Common  Stock  with a par value of One Cent
            ($.01) per share,  and one million  (1,000,000)  shares of Preferred
            Stock with a par value of One Cent ($.01) per share.

            The  designations  and powers,  the rights and  preferences  and the
            qualifications,  limitations  or  restrictions  with respect to each
            class of  stock of the  Corporation  shall be as  determined  by the
            Board of Directors from time to time."

         SECOND:  That thereafter the necessary  number of shares as required by
statute were voted in favor of the amendment.

         THIRD:  That said  amendment  was duly adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.






                                      -2-


         IN WITNESS WHEREOF,  said Corporation has caused this certificate to be
signed by Dhananjay G. Wadekar, its Executive Vice President, and attested to by
Mitchell S. Bloom, its Assistant Secretary, this 9th day of July, 1992.

                                                 DYNAGEN, INC.


                                                 By:   /s/ Dhananjay G. Wadekar
                                                       -------------------------
                                                       Dhananjay G. Wadekar
                                                       Executive Vice President

ATTEST:


/s/ Mitchell S. Bloom
----------------------
Mitchell S. Bloom
Assistant Secretary








                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  DYNAGEN, INC.

         DynaGen, Inc., a corporation organized and existing under and by virtue
of the General  Corporation  Law of the State of Delaware  (the  "Corporation"),
DOES HEREBY CERTIFY:

         FIRST:  That the Board of Directors of DynaGen,  Inc., by the unanimous
written  consent of its  members,  filed with the minutes of the meetings of the
Board,  duly  adopted  resolutions  setting  forth a proposed  amendment  of the
certificate of incorporation of the Corporation,  declaring said amendment to be
advisable and approving the submission of said amendment to the  stockholders of
the  Corporation  for  their  approval  by vote at the 1992  Annual  Meeting  of
Stockholders  held on  December  17,  1992.  The  resolution  setting  forth the
proposed amendment is as follows:

RESOLVED:   That Article 4 of the Corporation's  Certificate of Incorporation be
            and is hereby amended to authorize an additional 9,000,000 shares of
            Preferred  Stock  of the  Corporation,  so that as so  amended  said
            Article 4 shall read in its entirety as follows:

            "4. The total number of shares of all classes of capital stock which
            the  Corporation  shall have the authority to issue is fifty million
            (50,000,000) shares, consisting of forty million (40,000,000) shares
            of Common  Stock with a par value of One Cent ($.01) per share,  and
            ten million  (10,000,000) shares of Preferred Stock with a par value
            of One Cent ($.01) per share.

            The  designations  and powers,  the rights and  preferences  and the
            qualifications,  limitations  or  restrictions  with respect to each
            class of  stock of the  Corporation  shall be as  determined  by the
            Board of Directors from time to time."

         SECOND:  That thereafter the necessary  number of shares as required by
statute were voted in favor of the amendment.

         THIRD:  That said  amendment  was duly adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.





                                      -2-


         IN WITNESS  WHEREOF,  said  Corporation has caused this  Certificate of
Amendment  to be signed by Indu A.  Muni,  its  President,  and  attested  to by
Mitchell S. Bloom, its Assistant Secretary, this 22nd day of December, 1992.

                                                    DYNAGEN, INC.


                                                     By:   /s/ Indu A. Muni
                                                        -----------------------
                                                           Indu A. Muni
                                                           President

ATTEST:


/s/ Mitchell S. Bloom
-------------------------------------
Mitchell S. Bloom, Assistant Secretary










                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  DYNAGEN, INC.

         DynaGen, Inc., a corporation organized and existing under and by virtue
of the General  Corporation  Law of the State of Delaware  (the  "Corporation"),
does  hereby  certify  as  follows,  pursuant  to  Section  242 of  the  General
Corporation Law of Delaware:
         FIRST:  That  the  Board  of  Directors  of  said  Corporation,  by the
unanimous  written consent of its members,  filed with the minutes of the Board,
duly  adopted  resolutions  in  accordance  with  Section  242  of  the  General
Corporation  Law of the  State  of  Delaware,  (i)  proposing  amendment  to the
Certificate of Incorporation  of the Corporation,  (ii) declaring such amendment
to be advisable and in the best interests of the  Corporation,  (iii)  directing
that such  amendment be submitted to the  stockholders  of the  Corporation  for
approval thereby. The resolutions setting forth the amendment and directing that
such amendment be submitted to the stockholders are as follows:  


RESOLVED:   That the Board of  Directors of the  Corporation  deems it advisable
            and in the best interests of the  Corporation  and its  stockholders
            that  Article  4  of  the  Certificate  of   Incorporation   of  the
            Corporation  be amended to  increase  the  authorized  shares of the
            Corporation's  Common  Stock,  par value $.01 per share (the "Common
            Stock"),  from 40,000,000 shares to 75,000,000 shares so that, as so
            amended, said Article 4 shall read in its entirety as follows:

                  "4. The total number of shares of all classes of capital stock
                  which the  Corporation  shall have the  authority  to issue is
                  eighty-five  million   (85,000,000)   shares,   consisting  of
                  seventy-five million (75,000,000) shares of Common Stock, with
                  a par value of One Cent  ($.01) per  shares,  and ten  million
                  (10,000,000)  shares of Preferred  Stock,  with a par value of
                  One Cent ($.01) per share.

                     The designations and powers, the rights and preferences and
                  the  qualifications,  limitations or restrictions with respect
                  to  each  class  of  stock  of  the  corporation  shall  be as
                  determined by the Board of Directors from time to time."







                                      -2-


                  and  that  such  amendment  be  adopted  and  approved,  which
                  approval shall be effective  immediately  upon approval of the
                  amendment by the stockholders of the Corporation.

RESOLVED:         That the foregoing amendment to the Corporation's  Certificate
                  of  Incorporation  be  submitted  to the  stockholders  of the
                  Corporation  for  their  consideration  and  approval  at  the
                  Corporation's Annual Meeting of Stockholders.

         SECOND:  That, at the Annual Meeting of Stockholders of the Corporation
held on January 30, 1997, the necessary  number of shares as required by statute
were voted in favor of the amendment.

         THIRD:  That said  amendment  was duly adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

         IN WITNESS  WHEREOF,  DynaGen,  Inc., has caused this certificate to be
signed by Indu A. Muni, its President, as of this 30th day of January, 1997.

                                                     DynaGen, Inc.


                                                     By: /s/ Indu A. Muni
                                                        ------------------------
                                                         President