CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                      EASTCO INDUSTRIAL SAFETY CORPORATION

Under Section 805 of the Business Corporation Law.

The undersigned, being the President and Secretary of Eastco Industrial Safety
Corporation, do hereby certify and set forth:

         FIRST: The name of the corporation is Eastco Industrial Safety
Corporation.

         SECOND: The Certificate of Incorporation of the corporation was filed
by the Department of State on the 15th day of May, 1958, under the name of
Glofane Co. Inc.

         THIRD: The Certificate of Incorporation of the corporation is hereby
changed to effectuate the following changes: (1) to change the name of the
corporation and (2) to eliminate certain liabilities of members of the Board of
Directors to the corporation or its stockholders for money damages for certain
breaches of fiduciary duty as a director.

         FOURTH: Article 1 of the Certificate of Incorporation is hereby amended
to read as follows:

         "1. The name of the corporation is Eastco Industrial Safety Corp."

         FIFTH: Article 15 of the Certificate of Incorporation of the
corporation is hereby added to read as follows:

         "15. Elimination of Certain Liabilities. The personal liability of
         directors to the corporation or its shareholders for damages for any
         breach of duty in such capacity is eliminated to the fullest extent
         permitted by law."

         SIXTH: This amendment of the Certificate of Incorporation was
authorized by the holders of a majority of all outstanding shares entitled to
vote at a meeting of the shareholders duly held on the 15th day of February,
1989. Said authorization was subsequent to the unanimous vote of the Board of
Directors.

                                       1




         IN WITNESS WHEREOF, the parties have signed their names and affirm that
the statements contained herein are true under the penalties of perjury this
15th day of February, 1989.
                                       /s/ Alan E. Densen
                                       ------------------------------------
                                       ALAN E. DENSEN - President

                                       /s/ Mark J. Fredericks
                                       ------------------------------------
                                       MARK J. FREDERICKS - Secretary

                                       2