AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          BLC FINANCIAL SERVICES, INC.

            The Undersigned, being the President and Chief Executive Officer
certifies as follows:

            FIRST: The name of the corporation is BLC Financial Services, Inc.
(hereinafter called the "Corporation")

            SECOND: The date it filed its Certificate of Incorporation with the
Secretary of State is August 10, 1990.

            The name under which BLC Financial Services, Inc. was originally
incorporated is Crawford Energy, Inc.

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

                                   ARTICLE I

            The name of the corporation is BLC Financial Services, Inc.
(hereinafter called the "Corporation").

                                   ARTICLE II

            The registered office of the Corporation is to be located in the
County of Kent at 15 East North Street, Dover, Delaware 19901. The name of its
registered agent at that address isUnited Corporate Services, Inc.
<PAGE>

                                   ARTICLE III

            The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

                                   ARTICLE IV

            (a) The total number of shares of stock which the Corporation shall
have authority to issue is 37,000,000 shares consisting of one class of
35,000,000 shares of Common Stock having a par value of $.01 per share (the
"Common Stock") and one class of 2,000,000 shares of Preferred Stock having a
par value of $.01 per share (the "Preferred Stock").

            (b) The Preferred Stock is to be issued in one or more series, with
each series to have such designations, preferences, and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue of each series adopted by the Board of
Directors of the Corporation, subject to the limitations prescribed by law and
in accordance with the provisions hereof, the Board of Directors being hereby
expressly vested with authority to adopt any such resolution or resolutions.

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

                  (i) The number of shares to constitute the series and the
      distinctive designation thereof;

                  (ii) The amount or rate of dividend on the shares of the
      series, whether dividends shall be cumulative, the times at and the terms
      and conditions upon which dividends shall be paid and any relative rights
      of priority of payment of dividends to the shares of the series in
      relation to dividends payable to any other class or series of stock of the
      Corporation;

                  (iii) Whether the shares of the series shall be redeemable
      and, if redeemable, the terms and conditions upon which the shares of the
      series may be


                                        2
<PAGE>

      redeemed, including the price at and the date or dates after which the
      shares may be redeemed and the relative rights of priority of redemption
      of the shares of the series in relation to the redemption of any other
      class or series of stock of the Corporation;

                  (iv) Whether the shares of the series shall be subject to the
      operation of a retirement or sinking fund to be applied to the purchase or
      redemption of the shares for retirement and, if such retirement or sinking
      fund is established, the annual amount thereof and the terms and
      provisions relative to the operation thereof;

                  (v) Whether the share of the series shall be convertible into
      shares of any class or classes or of any other series of the same class
      and, if convertible, the terms and conditions upon which the shares may be
      converted, including the conversion price or prices or the rate at which
      the conversion may be made and the method, if any, of adjusting the same;

                  (vi) The rights of the shares of the series in the event of
      the voluntary or involuntary liquidation, dissolution, or winding up of
      the Corporation, including the amount payable upon the shares in such
      event, the terms and conditions of such payment and the relative rights of
      priority of payment of such shares in relation to the payment of any other
      class or series of stock of the Corporation;

                  (vii) The restrictions, if any, on the payment of dividends
      upon, and the making of distributions to, any class of stock ranking
      junior to the shares of the series, and the restrictions, if any, on the
      purchase or redemption of the shares of any such junior class;

                  (viii) Whether the shares of the series shall have voting
      rights in addition to the voting rights provided by law, and, if so, the
      terms of such voting rights, including the number of votes per share, the
      matters on which the shares can vote and the contingency, if any, which
      makes the voting rights effective; and

                  (ix) Any other relative rights, preferences, and limitations
      of that series.

            (c) All shares of Common Stock shall have identical rights and
privileges in every respect. Except as shall be stated and expressed in the
resolution or resolutions providing for the issue of each series of Preferred
Stock adopted by the Board of Directors of the Corporation or by law, all shares
of Preferred Stock shall have identical relative rights, preferences and
limitations.


                                        3
<PAGE>

            (d) Except as otherwise required by law and except to the extent the
holders of shares of a series of Preferred Stock may be granted voting rights by
the Board of Directors of the Corporation in the resolution or resolutions
providing for the issue of such series, all voting rights of shareholders in the
Corporation shall be vested exclusively in the holders of the Common Stock, who
shall be entitled to one vote for each share of Common Stock.

            (e) The amount of the authorized stock of any class may be increased
or decreased by the affirmative vote of the holders of a majority of the total
number of outstanding shares of any series of Preferred Stock entitled to vote,
and of Common Stock, voting as a single class.

                                    ARTICLE V

            The name and address of the sole incorporator are as follows:

                  Name                          Address
                  ----                          -------

                  Peter M. Ziemba               c/o Graubard Mollen Horowitz
                                                Pomeranz & Shapiro
                                                600 Third Avenue
                                                New York, New York  10016

                                   ARTICLE VI

            The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

            (a) Election of directors need not be by ballot unless the by-laws
of the Corporation so provide.

            (b) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation; subject, nevertheless, to the provision of the statutes
of the State of Delaware, of this Certificate of Incorporation, and to any
by-laws from time to time made by the stockholders; provided, however, that no
by-law so made shall invalidate any prior act of the directors which would have
been valid if such by-law had not been made.


                                        4
<PAGE>

                                   ARTICLE VII

            A director of the 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
omission not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. Neither the amendment nor repeal of this Article
7, nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article 7, shall eliminate or reduce the effect this
Article 7 in respect of any matter occurring, or any cause of action, suit or
claim that, but for this Article 7, would accrue or arise prior to such
amendment, repeal or adoption of an inconsistent provision.

                                  ARTICLE VIII

            The Corporation, to the full extent permitted by Section 145 of the
Delaware General Corporation Law, as amended from time to time, shall indemnify
all persons who it may indemnify pursuant thereto.

                                   ARTICLE IX

            Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of 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 directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all


                                        5
<PAGE>

the stockholders or class of stockholders, of this Corporation, as the case may
be, and also on this Corporation.

                                    ARTICLE X

            For the management of the business and for the conduct of the
affairs of the Corporation, and for further definition, limitation and
regulation of the powers of the Corporation and its directors and stockholders:

            (a) Except as otherwise fixed by or pursuant to provisions hereof
relating to the rights of the holders of any class or series of stock having a
preference over common stock as to dividends or upon liquidation to elect
additional Directors under specified circumstances, the number of Directors of
the Corporation shall be between six (6) and twelve (12) directors, the exact
number fixed from time to time by affirmative vote of a majority of the
Directors then in office. The Directors, other than those who may be elected by
the holders of any classes or series of stock having a preference over the
common stock as to dividends or upon liquidation, shall be classified, with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as possible, as shall be provided in the manner specified
in the By-Laws of the Corporation, one class to be originally elected for a term
expiring at the annual meeting of stockholders to be held in 1998, another class
to be originally elected for a term expiring at the annual meeting of
stockholders to be held in 1999, and another class to be originally elected for
a term expiring at the annual meeting of stockholders to be held in 2000, with
each class to hold office until its successor is elected and qualified. At each
annual meeting of the stockholders of the Corporation after fiscal year 1997,
the successors of the class of Directors whose term expires at that meeting
shall be elected to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election.

            (b) Except as otherwise fixed by or pursuant to provisions hereof
relating to the rights of the holders of any class or series of stock having a
preference over common stock as to dividends or upon liquidation to elect
additional Directors under specified circumstances, newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled by the affirmative vote of a majority of the
remaining Directors then in office, even though less than a quorum of the Board
of Directors. Any Director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the class of Directors
in which the new directorship was created or the vacancy occurred and until such
Director's successor shall have been elected


                                        6
<PAGE>

and qualified. No decrease in the number of Directors constituting the Board of
Directors shall shorten the term of any incumbent director.

                                   ARTICLE XI

            (a) (i) In addition to any affirmative vote required by law, by this
Certificate of Incorporation or by any Preferred Stock Designation (as
hereinafter defined), and except as otherwise expressly provided in Section (b)
of this Article 11:

      (A)   any merger or consolidation of the Corporation or any Subsidiary (as
            hereinafter defined) with or into (x) any Interested Stockholder (as
            hereinafter defined) or (y) any other corporation (whether or not
            itself an Interested Stockholder), which is, or after such merger or
            consolidation would be, an Affiliate or Associate (as such terms are
            hereinafter defined) of as Interested Stockholder; or

      (B)   any sale, lease, exchange, mortgage, pledge, transfer or other
            disposition (in one transaction or a series of transactions) to or
            with any Interested Stockholder or any Affiliate or Associate of any
            Interested Stockholder of any assets of the Corporation or any
            Subsidiary having an aggregate Fair Market Value (as hereinafter
            defined) of $1 million or more; or

      (C)   the issuance or transfer by the Corporation or any Subsidiary (in
            one transaction or a series of transactions) of any securities of
            the Corporation or any Subsidiary to any Interested Stockholder or
            any Affiliate or Associate of any Interested Stockholder in exchange
            for cash, securities or other property (or a combination thereof)
            having an aggregate Fair Market Value of $1 million or more; or

      (D)   the adoption of any plan or proposal for the liquidation or
            dissolution of the Corporation proposed by or on behalf of any
            Interested Stockholder or any Affiliate or Associate of any
            Interested Stockholder; or

      (E)   any reclassification of securities (including any reverse stock
            split), or recapitalization of the Corporation, or any merger or
            consolidation of the Corporation with any of its Subsidiaries or any
            other transaction (whether or not with or into or otherwise
            involving any Interested Stockholder or any Affiliate or Associate
            of any Interested Stockholder) which has the effect, directly or
            indirectly, of increasing the proportionate share of the outstanding


                                        7
<PAGE>

            shares of any class of equity or convertible securities of the
            Corporation or any Subsidiary which is "beneficially owned" (as
            hereinafter defined) by any Interested Stockholder or any Affiliate
            or Associate of any Interested Stockholder;

            shall require the affirmative vote of not less than seventy-five
            percent (75%) of the voting power of all outstanding Voting Shares
            that are not beneficially owned by the Interested Stockholder
            referred to in clauses (A) through (E) above or the Affiliates or
            Associates of such Interested Stockholder voting together as a
            single class. Such affirmative vote shall be required
            notwithstanding any other provisions of this Certificate of
            Incorporation or any provision of law or of any agreement with any
            national securities exchange or otherwise which might otherwise
            permit a lesser vote or no vote.

                  (ii) The term "Business Combination" as used in this Article
      11 shall mean any transaction which is referred to in any one or more of
      clauses (A) through (E) of paragraph (i) of this Section 11(a).
      Notwithstanding any of the foregoing, the term Business Combination shall
      not include any transaction between the Corporation or any Subsidiary and
      another corporation fifty percent (50%) or more of the voting stock of
      which is owned by the Corporation or any Subsidiary and none of which is
      owned by an Interested Stockholder or any Affiliate or Associate of any
      Interested Stockholder if each holder of common stock of the Corporation
      or any Subsidiary receives the same type of consideration in proportion to
      his holdings.

            (b) The provisions of Section (a) of this Article 11 shall not be
applicable to any particular Business Combination in which a particular
Interested Stockholder or any Affiliate or Associate of such Interested
Stockholder has an interest of the type contemplated by Section (a)(i) of this
Article 11, and such Business Combination shall require only such affirmative
vote as is required by law, any other provision of this Certificate of
Incorporation and any Preferred Stock Designation, if, in the case of a Business
Combination that does not involve any cash or other consideration being received
by the stockholders of the Corporation, solely in their respective capacities as
stockholders of the Corporation, the condition specified in the following
paragraph (i) is met, or, in the case of any other Business Combination, the
conditions specified in either of the following paragraph (i) or paragraph (ii)
are met:

                  (i) The Business Combination shall have been approved by a
      majority of the Continuing Directors (as hereinafter defined); provided
      however, that


                                        8
<PAGE>

      this condition shall not be capable of satisfaction unless there are at
      least three Continuing Directors.

                  (ii) All of the following conditions shall have been met:

      (A)   The aggregate amount of (x) cash and (y) Fair Market Value as of the
            date of the consummation of the Business Combination of
            consideration other than cash to be received per share by holders of
            Common Stock in such Business Combination shall be at least equal to
            the highest amount determined under subparagraphs i), ii), iii) and
            iv) below:

                  i)    the highest per share price (including any brokerage
                        commissions, transfer taxes and soliciting dealers'
                        fees) paid by the Interested Stockholder or any of its
                        Affiliates or Associates for any share of Common Stock
                        acquired by it or them;

                  ii)   the higher of: (x) the highest Fair Market Value per
                        share of Common Stock during the three-month period
                        ending on the day after the date of the first public
                        announcement of the proposal of the Business Combination
                        (the "Announcement Date") or (y) (if applicable) the
                        Fair Market Value per share of Common Stock on the date
                        on which the Interested Stockholder became an Interested
                        Stockholder (such latter date is referred to in this
                        Article 11 as the "Determination Date"), provided that
                        the Determination Date is not more than two years prior
                        to the Announcement Date;

                  iii)  (if applicable) the price per share equal to the Fair
                        Market Value per share of Common Stock determined
                        pursuant to subparagraph (b)(ii)(A)(ii)(x) above,
                        multiplied by the ratio of (x) the highest per share
                        price (including any brokerage commissions, transfer
                        taxes and soliciting dealers' fees) paid by the
                        Interested Stockholder or any of its Affiliates or
                        Associates for any shares of Common Stock acquired by it
                        or them within the two-year period immediately prior to
                        the Announcement Date to (y) the Fair Market Value per
                        share of Common Stock on the first day in such two-year
                        period on which the Interested Stockholder or any of its
                        Affiliates or Associates acquired any shares of Common
                        Stock; and


                                        9
<PAGE>

                  iv)   the earnings per share of Common Stock for the four full
                        consecutive fiscal quarters immediately preceding the
                        record date for determining the holders of record of
                        Common Stock entitled to vote on the Business
                        Combination (or if no such record date is set, then the
                        Announcement Date), multiplied by the then
                        price/earnings multiple (if any) of such Interested
                        Stockholder as customarily computed and reported in the
                        financial community; provided, however that if the
                        common stock of the Interested Person is not at such
                        time and has not been continuously over the preceding
                        twelve (12) month period registered under Section 12 of
                        the Securities Exchange Act of 1934, as amended (or any
                        comparable provision of any superseding statute), and
                        such Interested Stockholder is a direct or indirect
                        subsidiary of another person the common stock of which
                        is and has been so registered, the price/earnings
                        multiple shall be that of such other person.

      (B)   The aggregate amount of (x) cash and (y) Fair Market Value as of the
            date of the consummation of the Business Combination of
            consideration other than cash to be received per share by holders of
            shares of any class of outstanding Preferred Stock shall be at least
            equal to the highest amount determined under subparagraphs i), ii),
            iii) and iv) below.

                  i)    the highest per share price (including any brokerage
                        commission, transfer taxes and soliciting dealers' fees)
                        paid by the Interested Stockholder or any of its
                        Affiliates or Associates for any shares of such class of
                        Preferred Stock acquired by it or them;

                  ii)   the highest preferential amount per share to which the
                        holders of shares of such class of Preferred Stock would
                        be entitled in the event of any voluntary or involuntary
                        liquidation, dissolution or winding up of the affairs of
                        the Corporation, regardless of whether the Business
                        Combination to be consummated constitutes such an event;

                  iii)  the higher of: (x) the highest Fair Market Value per
                        share of Preferred Stock during the three-month period
                        ending on the day after the Announcement Date, or (y)
                        (if applicable) the Fair Market Value per share of such
                        class of Preferred Stock on the Determination Date,
                        provided the Determination Date is not more than two
                        years prior to the Announcement Date; and


                                       10
<PAGE>

                  iv)   (if applicable) the price per share equal to the Fair
                        Market Value per share of such Class of Preferred Stock
                        determined pursuant to subparagraph (b)(ii)(B)iii)(x)
                        above, multiplied by the ratio of (x) the highest per
                        share price (including any brokerage commissions,
                        transfer taxes and soliciting dealers' fees) paid by the
                        Interested Stockholder or any of its Affiliates or
                        Associates for any shares of such class of Preferred
                        Stock acquired by it or them within the two-year period
                        immediately prior to the Announcement Date to (y) the
                        Fair Market Value per share of such class of Preferred
                        Stock on the first day in such two-year period upon
                        which the Interested Stockholder or any of its
                        Affiliates or Associates acquired any shares of such
                        class of Preferred Stock.

            The provisions of this subparagraph (b)(ii)(B) shall be required to
            be met with respect to every class of outstanding Preferred Stock,
            whether or not the Interested Stockholder has previously acquired
            any shares of a particular class of Preferred Stock.

      (C)   If the Interested Stockholder or any of its Affiliates or Associates
            have paid for shares of any class or series of Capital Stock with
            varying forms of consideration, the form of consideration to be
            received per share by holders of shares of that class or series of
            Capital Stock shall be either cash or the form used to acquire the
            largest number of shares of such class or series of Capital Stock
            previously acquired by the Interested Stockholder or any of its
            Affiliates or Associates. The price determined in accordance with
            subparagraphs (b)(ii)(A) and (B) of this Article 11 shall be subject
            to appropriate adjustment in the event of any stock dividend, stock
            split, combination of shares or similar event.

      (D)   After becoming an Interested Stockholder and prior to the
            consummation of such Business Combination (a) such Interested
            Stockholder or any of its Affiliates or Associates shall not have
            acquired any newly issued shares of Capital Stock, directly or
            indirectly, from the Corporation or any Subsidiary (except upon
            conversion of convertible securities acquired by it prior to
            becoming an Interested Stockholder or upon compliance with the
            provisions of this Article 11 or as a result of a pro rata stock
            dividend or stock split); (b) except as approved by a majority of
            the Continuing Directors, there shall have been (x) no failure to
            declare and pay at the regular date thereof any full quarterly or
            semi-annual dividends (whether or not cumulative) on the


                                       11
<PAGE>

            outstanding Preferred Stock, (y) no reduction in the annual rate of
            dividends paid on the Common Stock (except as necessary to reflect
            any subdivision of the Common Stock), and (z) an increase in such
            annual rate of dividends as necessary to reflect any
            reclassification (including any reverse stock split),
            recapitalization, reorganization or any similar transaction which
            has the effect of reducing the number of outstanding shares of
            Common Stock; and (c) such Interested Stockholder or any of its
            Affiliates or Associates shall not have received the benefit,
            directly or indirectly (except proportionately as a stockholder), of
            any loans, advances, guarantees, pledges or other financial
            assistance or tax credits or other tax advantages provided by the
            Corporation or any Subsidiary, or made any major changes in the
            Corporation's or any Subsidiary's business or equity capital
            structure; and

      (E)   A proxy statement describing the proposed Business Combination and
            complying with the requirements of the Securities Exchange Act of
            1934, as amended, and the rules and regulations thereunder (or any
            subsequent provisions replacing such Act, rules or regulations),
            whether or not the Corporation is then subject to such requirements,
            shall be mailed to the stockholders of the Corporation at least
            thirty (30) days prior to the consummation of such Business
            Combination for the purpose of soliciting stockholder approval of
            such Business Combination. The proxy statement shall contain on the
            first page there, in a prominent place, any recommendation as to the
            advisability (or inadvisability) of the Business Combination that
            the Continuing Directors, or any of them, may choose to state and,
            if deemed advisable by a majority of the Continuing Directors, the
            opinion of an investment banking firm selected by a majority of the
            Continuing Directors, as to the fairness (or not) of the terms of
            the Business Combination, from a financial point of view to the
            holders of the outstanding shares of capital stock of the
            Corporation other than the Interested Stockholder and its Affiliates
            or Associates (such investment banking firm to be paid a reasonable
            fee for its services by the Corporation).

            (c)  For the purposes of this Article 11:

                  (i) A "person" means any individual, limited partnership,
      limited liability partnership, general partnership, corporation, limited
      liability company, business trust or other firm or entity.


                                       12
<PAGE>

                  (ii) "Interested Stockholder" means any person (other than the
      Corporation or any Subsidiary), who or which together with their
      Affiliates or Associates:

      (A)   is the beneficial owner, directly or indirectly, of fifteen percent
            (15%) or more of the voting power of the outstanding Capital Stock
            with respect to the election of directors of the Corporation; or

      (B)   is an Affiliate or an Associate of the Corporation or any Subsidiary
            and at any time within the two-year period immediately prior to the
            date in question was the beneficial owner, directly or indirectly,
            of fifteen percent (15%) or more of the voting power of the then
            outstanding Capital Stock with respect to the election of directors
            of the Corporation; or

      (C)   is an assignee of or has otherwise succeeded to any shares of
            Capital Stock which were at any time within the two-year period
            immediately prior to the date in question beneficially owned by any
            Interested Stockholder, if such assignment or succession shall have
            occurred in the course of a transaction or series of transactions
            not involving a public offering within the meaning of the Securities
            Act of 1933, as amended.

                  (iii) A person shall be a "beneficial owner" of, or shall
      "beneficially own", any Capital Stock:

      (A)   which such person or any of its Affiliates or Associates
            beneficially owns, directly or indirectly within the meaning of Rule
            13d-3 under the Securities Exchange Act of 1934, as in effect on
            June 30, 1997; or

      (B)   which such person or any of its Affiliates or Associates has (a) the
            right to acquire (whether such right is exercisable immediately or
            only after the passage of time), pursuant to any agreement,
            arrangement or understanding or upon the exercise of conversion
            rights, exchange rights, warrants or options, or otherwise, or (b)
            the right to vote pursuant to any agreement, arrangement or
            understanding (but neither such person nor any such Affiliate or
            Associate shall be deemed to be the beneficial owner of any shares
            of Capital Stock solely by reason of a revocable proxy granted for a
            particular meeting of stockholders, pursuant to a public
            solicitation of proxies for such meeting, and with respect to which
            shares neither such person nor any such Affiliate or Associate is
            otherwise deemed to beneficially own); or


                                       13
<PAGE>

      (C)   which are beneficially owned, directly or indirectly, within the
            meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
            in effect on June 30, 1997 by any other person with which such
            person or any of its Affiliates or Associates has any agreement,
            arrangement or understanding for the purpose of acquiring, holding,
            voting (other than solely by reason of a revocable proxy as
            described in subparagraph (iii)(B) or disposing of any shares of
            Capital Stock;

            provided, however, that in the case of any employee stock ownership
            or similar plan of the Corporation or of any Subsidiary in which the
            beneficiaries thereof possess the right to vote any shares of
            Capital Stock held by such plan, no such plan nor any trustee with
            respect thereto (nor any Affiliate or Associate of such trustee),
            solely by reason of such capacity of such trustee, shall be deemed
            for any purposes hereof, to beneficially own any shares of Capital
            Stock held under any such plan.

                  (iv) For the purposes of determining whether a person is an
      Interested Stockholder pursuant to paragraph (ii) of this Section (c), the
      number of shares of Capital Stock deemed to be outstanding shall include
      shares deemed owned through application of paragraph (iii) of this Section
      (c) but shall not include any other unissued shares of Capital Stock which
      may be issuable pursuant to any agreement, arrangement or understanding,
      or upon exercise of conversion rights, warrants or options, or otherwise.

                  (v) "Affiliate" or "Associate" shall have the respective
      meaning ascribed to such terms in Rule 12b-2 of the General Rules and
      Regulations under the Securities Exchange Act of 1934, as in effect on
      June 30, 1997.

                  (vi) "Subsidiary" means a corporation of which a majority of
      any class of equity securities is owned directly or indirectly, by the
      Corporation; provided, however, that for the purposes of the definition of
      Interested Stockholder set forth in paragraph (ii) of this Section (c),
      the term "Subsidiary" shall mean only a corporation of which a majority of
      each class of equity security is owned directly or indirectly by the
      Corporation.

                  (vii) "Continuing Director" means (x) any member of the Board
      of Directors of the Corporation who is unaffiliated with the Interested
      Stockholder and was either a member of the Board of Directors on the
      effective date of this Article 11 or a member of the Board of Directors
      prior to the time that the Interested


                                       14
<PAGE>

      Stockholder in question became an Interested Stockholder and (y) any
      director who is thereafter chosen to fill any vacancy on the Board of
      Directors or who is elected and who, in either event, is unaffiliated with
      the Interested Stockholder and in connection with his or her initial
      assumption of office is recommended for appointment or election by a
      majority of Continuing Directors.

                  (viii) "Fair Market Value" means (x) in the case of stock, the
      highest closing sale price during the 30-day period immediately preceding
      the date in question of a share of such stock on the Composite Tape for
      New York Stock Exchange-Listed Stock, or if such stock is not quoted on
      the Composite Tape, on the New York Stock Exchange or, if such stock is
      not listed on such Exchange, on the principal United States securities
      exchange registered under the Securities Exchange Act of 1934, as amended,
      on which such stock is listed, or, if such stock is not listed on any such
      exchange, the highest closing bid quotation during the 30-day period
      immediately preceding the date in question in the over-the-counter market,
      as reported by the NASDAQ National Market or such other system then in
      use, or, if no such quotations are available, the fair market value on the
      date in question as determined in good faith by a majority of the
      Continuing Directors and (y) in the case of property other than cash or
      stock, the fair market value of such property on the date in question as
      determined in good faith by a majority of the Continuing Directors.

                  (ix) In the event of any Business Combination in which the
      Corporation survives, the phrase "consideration other than cash to be
      received" as used in subparagraphs (b)(ii)(A) and (b)(ii)(B) of this
      Article 11 shall include the shares of Common Stock and/or the shares of
      any other class (or series) of outstanding capital stock retained by the
      holders of such shares.

                  (x) "Whole Board" means the total number of directors which
      this Corporation would have if there were no vacancies.

                  (xi) "Voting Shares" shall mean (x) the Common Stock of the
      Corporation and (y) any shares of Preferred Stock of the Corporation that
      (a) by the terms of this Certificate of Incorporation or any Preferred
      Stock Designation are entitled to vote on matters presented to a vote of
      stockholders under this Article 11 (or, if applicable, Article 13), and
      (b) were issued by the Corporation prior to the date any Person who is at
      the time of the vote an Interested Stockholder became an Interested
      Stockholder or, if issued thereafter, the issuance thereof was approved by
      a majority of the Continuing Directors; provided, however, that this
      condition shall not be capable of satisfaction unless there are at least
      three Continuing Directors.


                                       15
<PAGE>

                  (xii) "Preferred Stock Designation" shall mean a certificate
      filed with the Secretary of State of the State of Delaware to evidence the
      designation of any series of the Preferred Stock of the Corporation
      established by resolution of the Board of Directors pursuant to authority
      granted in this Certificate of Incorporation.

            (d) A majority of the Whole Board, but only if a majority of the
Whole Board shall then consist of Continuing Directors or, if a majority of the
Whole Board shall not then consist of Continuing Directors, a majority of the
then Continuing Directors, shall have the power and duty to determine, on the
basis of information known to them after reasonable inquiry, all facts necessary
to determine compliance with this Article 11, including, without limitation, (1)
whether a person is an Interested Stockholder, (2) the number of shares of
Capital Stock beneficially owned by any person, and whether any shares are
"Voting Shares" under paragraph (11) of Section C of this Article 11, (3)
whether a person is an Affiliate or Associate of another, (4) whether the
applicable conditions set forth in paragraph (2) of Section B have been met with
respect to any Business Combination, (5) the Fair Market Value of stock or other
property in accordance with paragraph (viii) of Section (c) of this Article 11
and (6) whether the assets which are the subject of any Business Combination
referred to in paragraph (i)(B) of Section (a) have, or the consideration to be
received for the issuance or transfer of securities by the Corporation or any
Subsidiary in any Business Combination referred to in paragraph (i)(c) or
Section (a) has, an aggregate Fair Market Value of $1 million or more. A
majority of the Whole Board, but only if a majority of the Whole Board shall
then consist of Continuing Directors, or, if a majority of the Whole Board shall
not then consist of Continuing Directors, a majority of the then Continuing
Directors shall have the further power to interpret all of the terms and
provisions of this Article 11.

            (e) A majority of the Whole Board shall have the right to demand,
but only if a majority of the Whole Board shall then consist of Continuing
Directors, or, if a majority of the Whole Board shall not then consist of
Continuing Directors, a majority of the then Continuing Directors shall have the
right to demand that any person who it is reasonably believed is an Interested
Stockholder or Affiliate or Associate thereof (or holds of record shares of
Capital Stock Beneficially Owned by any Interested Stockholder or Affiliate or
Associate thereof) supply the Corporation with complete information as to (1)
the record owner(s) of all shares Beneficially Owned by such person who it is
reasonably believed is an Interested Stockholder or Affiliate or Associate
thereof, (2) the number of, the class or series of, shares Beneficially Owned by
such person who it is reasonably believed is an Interested Stockholder or
Affiliate or Associate thereof and held of record by each such record owner and
the number(s) of the stock certificate(s) evidencing such shares and (3) any
other factual matter relating to the applicability or effect of this Article 11,
as may be reasonably


                                       16
<PAGE>

requested of such person, and such person shall furnish such information within
10 days after receipt of such demand.

            (f) Nothing contained in this Article 11 shall be construed to
relieve any Interested Stockholder or any Affiliate or Associate of any
Interested Stockholder from any fiduciary obligation imposed by law.

                                   ARTICLE XII

            Any action required or permitted to be taken by the stockholders of
the Corporation must be effected (i) at a duly called annual or special meeting
of such holders or (ii) by a consent in writing only by the consent of the
holders of seventy-five percent (75%) of the outstanding shares of voting stock
of the Corporation. At any annual meeting or special meeting of stockholders of
the Corporation, only such business shall be conducted as shall have been
brought before such meeting in the manner provided by the By-laws of the
Corporation.

                                  ARTICLE XIII

            The Board of Directors may adopt, repeal, alter or amend the By-laws
of the Corporation by the vote of a majority of the Whole Board (as defined in
subparagraph (c)(x) of Article 11). Notwithstanding any other provisions of this
Certificate of Incorporation or any Preferred Stock Designation or any provision
of law, which might otherwise permit a lesser vote or no vote, but in addition
to any requirements of law and any other provisions of this Certificate of
Incorporation or any Preferred Stock Designation (as defined in subparagraph
(c)(xii) of Article 11, the stockholders may not adopt, amend, alter or repeal
any provision of the By-laws of the Corporation, except by the affirmative vote
of (i) the holders of at least seventy-five percent (75%) of the then
outstanding Voting Shares (as defined in subparagraph (c)(xi) of Article 11)
voting together as a single class, and (ii) if such amendment has been proposed,
directly or indirectly, by or on behalf of any Interested Stockholder (as
defined in subparagraph (c)(ii) of Article 11), it must also be approved by the
affirmative vote of not less than seventy-five percent (75%) of all outstanding
Voting Shares that are not beneficially owned by such Interested Stockholder or
the Affiliates or Associates (as defined in subparagraph (c)(v) of Article 11)
of such Interested Stockholder, voting together as a single class.

                                   ARTICLE XIV


                                       17
<PAGE>

            Notwithstanding any other provisions of this Certificate of
Incorporation, any Preferred Stock Designation (as defined in subparagraph
(c)(xii) of Article 11), or any provision of law, which might otherwise permit a
lesser vote or no vote, but in addition to any requirements of law, any other
provisions of this Certificate of Incorporation or any Preferred Stock
Designation, the affirmative vote of not less than seventy-five percent (75%) of
all outstanding Voting Shares (as defined in subparagraph (c)(xi) of Article 11)
voting together as a single class, shall be required to alter, amend or repeal
Article 10, Article 11, Article 12, Article 13 or this Article 14; provided,
however, that if such action has been proposed, directly or indirectly, by or on
behalf of any Interested Stockholder (as defined in subparagraph (c)(ii) of
Article 11), it must also be approved by the affirmative vote of not less than
seventy-five percent (75%) of all outstanding Voting Shares (as defined in
subparagraph (c)(xi) of Article 11) that are not beneficially owned by such
Interested Stockholder or the Affiliates or Associates (as defined in
subparagraph (c)(v) of Article 11) of such Interested Stockholder, voting
together as a single class.

            IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation which restates, integrates and amends the provisions of the
certificate of incorporation of the Corporation, and which has been duly adopted
by the stockholders of the Corporation in accordance with the provisions of
Sections 242 and 245 of the Delaware General Corporation Law has been executed
by Robert F. Tannenhauser, its President and Chief Executive Officer on
September 18, 1997.

                                          BLC FINANCIAL SERVICES, INC.


                                          /s/ Robert F. Tannenhauser
                                          -----------------------------
                                          Robert F. Tannenhauser
                                          President and Chief Executive
                                          Officer


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