STATE OF DELAWARE

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                          ALLTRISTA ACQUISITION I, INC.


             Pursuant to Section 242 of the General Corporation Law

         THE UNDERSIGNED, being an Officer of Alltrista Acquisition I, Inc. (the
"Corporation"), a corporation organized and existing under and by virtue of the
Delaware General Corporation Law (the "DGCL"), for the purpose of amending the
Corporation's Certificate of Incorporation (the "Certificate of Incorporation")
filed pursuant to Section 102 of the DGCL, hereby certify, pursuant to Sections
228 and 242 of the DGCL, as follows:

         FIRST: The name of the Corporation is Alltrista Acquisition I, Inc.

         SECOND: That the Certificate of Incorporation is hereby amended by
striking the Article thereof numbered "I" in its entirety and inserting in lieu
thereof the following

         "The name of the corporation (the "Corporation") is: Tilia, Inc."

         THIRD: That the amendment of the Certificate of Incorporation herein
certified has been duly adopted and written consent has been given in accordance
with the provisions of Sections 228 and 242 of the DGCL.

                          [The signature page follows]







         IN WITNESS WHEREOF, the undersigned has made and signed this
Certificate of Amendment this 24th day of April, 2002.

                                                        /s/ Ian Ashken
                                                        --------------
                                                        Name: Ian G.H. Ashken
                                                        Title:    Secretary