CERTIFICATE OF INCORPORATION

                                       OF

                      Precise Technology of Delaware, Inc.


      FIRST: The name of the corporation is:

             Precise Technology of Delaware, Inc.

      SECOND: The registered office of the corporation is to be located at The
Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, in the
County of New Castle, in the State of Delaware. The name of its registered agent
at that address is The Corporation Trust Company, 1209 Orange Street,
Wilmington, DE 19801.

      THIRD: 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 Delaware.

      FOURTH: The corporation shall be authorized to issue 3,000 shares of
common stock with a par value of $.01 per share.

      FIFTH: Elections of directors need not be by written ballot.

      SIXTH: The original by-laws of the corporation shall be adopted by the
initial incorporator named herein. Thereafter the board of directors shall have
the power, in addition to the stockholders, to make, alter or repeal the by-laws
of the corporation.

      SEVENTH: A director of the corporation shall not be 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. No amendment or repeal of this Article SEVENTH, or
subsequently adopted inconsistent provision of this Certificate of Incorporation
shall decrease the protection afforded to a director by this Article with
respect to any act or omission of the director occurring prior to such
amendment, repeal or adoption of an inconsistent provision.

      EIGHTH: 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 ss. 291 of Title 8 of the Delaware Code or on the application of trustees
in dissolution or any receiver or receivers appointed for the corporation under
ss. 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as 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 an
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on the corporation.

      NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner prescribed at the time by statute, and all rights conferred upon
stockholders in this Certificate of Incorporation are granted subject to this
reservation.

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

                         Patricia A. Junker
                         KLETT LIEBER ROONEY & SCHORLING
                         40th Floor, One Oxford Centre
                         Pittsburgh, PA 15219

      I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and that the facts herein stated are true, and
accordingly have executed this Certificate on October 20, 1993.



                                             /s/ Patricia A. Junker
                                          -------------------------
                                          Patricia A. Junker
                                          Incorporator