DE TOMASO INDUSTRIES, INC.
                         ARTICLES OF RESTATEMENT
 
     DE TOMASO INDUSTRIES, having its principal office in Baltimore City, 
Maryland (hereinafter called the "Corporation"), hereby certifies to the 
State Department of Assessments and Taxation of Maryland, that:
 
     FRIST: The Corporation desires to restate its charter and a majority of 
the entire Board of Directors of the Corporation adopted a resolution at a 
duly held meeting on October 18, 1973, at which a quorum was present, stating 
the desirability of so restating the charter and taking action to so restate 
the charter.
 
     SECOND: The following are the provisions of the charter of incorporation 
of the Corporation in effect at this date:
 
                   "CERTIFICATE OF INCORPORATION  
 
                               of 
 
                    DE TOMASO INDUSTRIES, INC.
 
     THIS IS TO CERTIFY, that the subscribers, Wilbur C. Jackson, residing at 
4208 Maine Avenue, Baltimore County, John S. Rowan, residing at 308 North 
Holliday Street, Baltimore City, and Henry Vogt, residing at 1243 Calvert 
Building, Baltimore City, all being of full legal age, and all of whom are 
citizens 
 
<PAGE>
 
of the State of Maryland, do hereby associate themselves with the intention 
of forming a corporation under and by virtue of the general laws of the State 
of Maryland, authorizing the formation of the corporation.
 
 
          1. The name of the Corporation is
             DE TOMASO INDUSTRIES, INC.
 
          2. The purposes for which, and for any of which, the Corporation is 
formed and the business or objects to be carried on and promoted by it are; 
- -To manufacture, buy, see, rent, lease, mortgage and generally deal in, all 
manner and kind of electrical machinery, electrical devices and equipment, 
and parts thereof, of every description, and to patent register and otherwise 
protect the same; to apply for, acquire, hold, use, sell, mortgage, license, 
assign or otherwise dispose of, letters patent of the United States or any 
foreign country, and any and all patent rights, licenses, privileges, 
inventions, improvements, processes and trade marks, relating to or useful in 
connection with the manufacture of electrical apparatus or any business 
carried on by the Corporation to make, enter into, carry out, perform or 
otherwise turn to account, contracts of every kind; also, to acquire by 
purchase, leases or otherwise, control of, or interest in, other firms, 
companies or corporations engaged in the same or other enterprises; also, to 
acquire by purchase, lease or otherwise, hold, mortgage, convey, or otherwise, 
use or dispose of real and personal property, lands, 
 
<PAGE>
 
buildings, factories, shops or other structures in any part of the world; and 
in general to carry on such operations and enterprises and to do all such 
things in connection therewith as may be permitted by the laws of Maryland 
and be necessary or convenient in the conduct of the Corporation's business. 
To have and maintain offices within and without the States of Maryland and to 
do all lawful things which are or may become necessary or expedient for the 
advancement of the business of the Corporation; and that the said Corporation 
is formed upon the articles, conditions and provisions herein expressed, and 
subject in all particulars to the limitations relating to corporations, which 
are contained in the general laws of this State.
 
          3. The principal office of said Corporation in this State is 929 
North Howard Street, Baltimore, Maryland, c/o Niles, Barton & Wilmer, Esqs., 
and Adgate Duer is the name of the Corporation's resident agent, and his post 
office address is 929 North Howard Street, Baltimore, Maryland, c/o Niles, 
Barton & Wilmer, Esqs.
 
          4. The total number of shares of all classes of staock which the 
Corporation shall have the authority to assume is five million (5,000,000), 
of which one million (1,000,000) shares shall be preferred stock of the par 
value of Two Dollars and 50 Cents ($2.50) per share (hereinafter called 
"Preferred Stock"), and four million (4,000,000) shares shall be common stock 
of the par value of Two Dollars and 50 Cents ($2.50) per share (hereinafter 
"Common Stock").
 
<PAGE>
 
               (1) Any unissued or treasury shares of the Preferred Stock may 
be issued by the Board of Directors from time to time in one or more series.  
All shares of Perferred Stock shall be of equal rank and shall be identical, 
except in respect of the particulars that may be fixed by the Board of 
Directors as hereinafter provided pursuant to authority which is hereby 
expressly vested in the Board of Directors; and each share of a series shall 
be identical in all respects with the other shares of such series, except as 
to the date from which dividends, if any, thereon shall be cumulative, if 
made cumulative.  Before any shares of Preferred Stock of any particular 
series shall be issued, the Board of Directors shall fix and determine, and 
is hereby expressly empowered (without the vote or consent of the holders of 
any class or series of stock) to fix and determine, in the manner provided by 
law, the following provisions of the shares of such series so far as not 
inconsistent with the provisions of the this Article FOURTH applicable to all 
series of Preferred Stock:
 
                   (a) the distinctive designation of such series and the 
     number of shares which shall constitute such series, which number may be 
     increased (except where otherwise provided by the Board of Directors in 
     creating such series) or decreased (but not below the number of shares 
     thereof then outstanding) from time to time by like action of the Board 
     of Directors;
 
                   (b) the annual rate of dividends, if any, payable on 
     shares of such series, the conditions upon which, and the dates when, 
     such dividends shall be payable and whether such dividends shall be 
     cumulative or non-cumulative, provided, however, that accruals of 
     dividends shall not bear interest;
 
                   (c) the time or times when, the price or prices at which 
     and the manner in which shares of such series shall be redeemable;
 
                   (d) the obligation, if any, of the Corporation to maintain 
     a sinking fund for shares of such series;
 
                   (e) the amount payable on shares of such series in the 
     event of any liquidation or dissolution
 
 
<PAGE>
 
     which results in a winding-up of the affairs of the Corporation;
 
                   (f) the full or limited voting power, if any, of the 
     shares of such series;
 
                   (g) the rights, if any, of the holders of shares of such 
     series to convert such shares into, or exchange such shares for, shares 
     of any other class or classes or of any other series of the same or any 
     other class or classes of stock of the Corporation and the price or 
     prices or the rates of exchange and the adjustments at which such shares 
     shall be convertible or exchangeable;
 
                   (h) any other preferences and relative, participating, 
     optional or other special rights, and qualifications, limitations or 
     participations of shares of such series not fixed and determined in this 
     Article FOURTH.
 
               (2) In the event of any dissolution or liquidation (whether 
voluntary or involuntary) which results in a winding-up of the affairs of the 
Corporation, after payment of the debts and other liabilities of the 
Corporation, the holders of each series of Preferred Stock shall be entitled 
to receive for every share of their holdings of such series, out of the net 
assets of the Corporation, an amount in cash for each share equal to the 
amount fixed and determined by the Board of Directors in the resolution 
providing for the issue of shares of such particular series of Preferred 
Stock, before any distribution shall be made to the holders of the Common 
Stock. Thereafter, the holders of any particular series of Preferred Stock 
may participate in the remaining net assets of the Corporation to the extent, 
if any, fixed and determined by the Board of Directors in the resolution 
providing for the issue of shares of such particular series of Preferred 
Stock. If, upon any dissolution or liquidation (whether voluntary or 
involuntary) which results in a winding-up of the Corporation, the assets of 
the Corporation, or proceeds thereof, distributable among the holders of the 
shares of the Preferred Stock shall be insufficient to pay in full the 
preferential amount payable to the holders of such series of Preferred Stock 
as aforesaid, then such assets, or the proceeds thereof, shall be distributed 
among such holders ratably in accordance with the respective amounts which 
would be payable on such shares if all amounts payable thereon (before any 
part of such assets or the proceeds thereof could have been distributed to 
the holders of the Common Stock) were paid in full. For the purpose of this 
Section (2), the voluntary sale, lease,
 
<PAGE>
 
exchange or transfer (for cash, shares of stock, securities, or other 
consideration) of all or substantially all of its property or assets to, or a 
consolidation or merger of the Corporation with, one or more corporations 
shall not be deemed to be liquidation, dissolution or winding-up of the 
affairs of the Corporation.
 
               (3) In addition to any voting rights which may be stated in 
the resolution or resolutions providing for the issue of any series of 
Preferred Stock adopted by the Board of Directors, the Preferred Stock shall 
have the following voting rights:
 
                   (a) So long as any shares of Preferred Stock shall be 
     outstanding, the Corporation shall not,
 
                    (A) without the affirmative vote or written consent 
              of the holders of at least two-thirds, of the aggregate number 
              of shares of Preferred Stock at the time outstanding, voting as 
              a class, regardless of series, by an amendment to the Certificate 
              of Incorporation, or by merger or consolidation or in any other
              manner,
 
                         (i)  authorize any class of stock ranking either as 
                   to payment of dividends or distribution of assets, prior 
                   to the Preferred Stock, or
 
                         (ii) alter or change any other of the preferences, 
                    special rights or powers given to the Preferred Stock at 
                    the time outstanding so as to affect the Preferred Stock 
                    or any series of Preferred Stock adversely provided, 
                    however, that if all series of Preferred Stock at the 
                    time outstanding are not so adversely affected, then only 
                    the affirmative vote or written consent of the holders of 
                    at least two-thirds of the aggregate number of shares of 
                    such series so adversely affected at the time outstanding, 
                    voting or acting as a single class, shall be required, or
 
                    (B)  without the affirmative vote or written consent of 
              the holders of at least a majority of the aggregate number of 
              shares of Preferred Stock at the time outstanding, voting as a 
              class, regardless of series, by an amendment 
 
<PAGE>
 
              to the Certificate of Incorporation, or by merger or 
              consolidation or in any other manner,
 
                         (i) authorize any increase in the total number of 
                   authorized shares of Preferred Stock; or
 
                         (ii) authorize any class of stock ranking on a parity 
                   with the Preferred Stock; provided, however, that nothing in 
                  this paragraph (a) contained shall require such a class 
                  vote or consent (I) in connection with the fixing of any of 
                  the particulars of shares of other series of Preferred Stock 
                  that may be fixed by the Board of Directors as provided in 
                  Section 1 of this Article FOURTH or (II) to amend the By-Laws 
                  of the Corporation in any respect, including any increase or 
                  decrease in the number of directors of the Corporation; and 
                  provided, further, that no such vote or written consent of 
                  the holders Preferred Stock shall be required if, at or prior 
                  to the time when the issuance of any such prior stock is to 
                  be made or when any such change is to take effect, as the 
                  case may be, provision is made for the redemption of all 
                  shares of Preferred Stock at the time outstanding.
 
               (4) (a) Subject to the limitations prescribed in this Article 
FOURTH and any further limitations prescribed in accordance therewith, the 
holders of the Common Stock shall be entitled to receive, when and as 
declared by the Board of Directors, out of the assets of the Corporation 
which are by law available therefor, dividends payable either in cash, in 
property, or in shares of stock.
 
                   (b) No dividends other than dividends payable only in 
shares of Common Stock shall be paid on the Common Stock if dividends in full 
to which all outstanding shares of the Preferred Stock of all series shall 
then be entitled for the then current dividend period and, where such 
dividends are cumulative, for all past dividend periods shall not have been 
paid or been declared and set apart for payment.
 
               (5) In the event of any dissolution of liquidation (whether 
voluntary or involuntary) which results in a wind-up of the affairs of the 
Corporation, the holders of the
 
<PAGE>
 
Common Stock shall be entitled, after payment or provision for payment of the 
debts and other liabilities of the Corporation, and the amounts to which the 
holders of the Preferred Stock shall be entitled, to share ratably in the 
remaining net assets of the Corporation.
 
               (6) All holders of Common Stock shall (subject to the 
provisions of By-Laws of the Corporation, as from time to time amended, with 
respect to the closing of the transfer books and the fixing of a record date 
for the determination of stockholders entitled to vote) be entitled to one 
vote for each share of Common Stock held by them at each meeting of 
stockholders.
 
               (7) Anything herein or in any resolution or resolutions of the 
Board of Directors providing for the issue of Preferred Stock of any series 
contained to the contrary notwithstanding, the rights of the holders of 
Preferred Stock and Common Stock of the Corporation in respect of dividends 
shall at all times be subject to the power of the Board of Directors from 
time to time to set aside such reserves and to make such provision, if any, 
for working capital and additions and betterments as said Board shall deem to 
be necessary or advisable. Subject to the provisions of this Article FOURTH, 
the Board of Directors shall have power from time to time to authorize the 
use of the surplus of the Corporation for the purpose of acquiring any of the 
capital stock of the Corporation and to authorize the reissue and sale of any 
capital stock so acquired.
 
               (8) Subject to the provisions of this Article FOURTH, any 
unissued shares of any class of stock of the Corportation, whether now or 
hereafter authorized, may be issued from time to time by the Corporation to 
shareholders, employees of the Corporation and its subsidiaries, or others in 
such manner and amounts and for such character and amount of consideration 
(which consideration shall not, however, be less in amount or value that the 
aggregate par value of the shares in respect of which such consideration 
shall be received) as shall be determined from time to time by the Board of 
Directors.
 
               (9) No holder of any share or shares of any class of stock of 
the Corporation, whether now or hereafter authorized, shall, as such holder, 
have any preemptive or preferential right of subscription to any share or 
shares of any class of stock of the Corporation, whether now or hereafter 
authorized, or to any obligations convertible into stock of the Corporation, 
issued or sold, nor any right of subscription to any thereof other than such, 
if any, and for such consideration, and upon such terms and conditions, as the
 
<PAGE>
 
Board of Directors, in its discretion from time to time may determine, 
pursuant to the authority hereby conferred by the Certificate of 
Incorporation, and the Board of Directors may issue stock of the Corporation 
or obligations convertible into stock of the Corporation without offering 
such issue of stock or obligations either in whole or in part to the 
stockholders of the Corporation.  Should the Board of Directors as to any 
portion of the stock of the Corporation, whether now or hereafter authorized, 
or as to any obligations convertible into stock of the Corporation, offer the 
same to the stockholders or any class thereof, such offer shall not in any 
way constitute a waiver or release of the right of the Board of Directors 
subsequently to dispose of other portions of said stock, or other obligations 
convertible into stock, without so offering the same to the stockholders.  
The acceptance of stock in the Corporation shall be a waiver of any such, or 
other, pre-emptive or preferential right of subscription which in the absence 
of this provision might otherwise be asserted by stockholders of the 
Corporation or any of them.
 
               Pursuant to the authority contained in this Article 4 of the 
charter of the Corporation, the Board of Directors has duly classified the 
one million (1,000,000) shares of Preferred Stock herein authorized as 
Preferred Stock with the following preferences, and other rights, voting 
powers, restrictions, limitations as to dividends and qualifications:
 
                    (1) Voting. All holders of Preferred Stock shall (subject 
              to the provisions of the By-Laws of the Corporation, as from time 
              to time amended, with respect to the closing of the transfer 
              books and the fixing of a record date for the determination of 
              stockholders entitled to vote) be entitled to one vote for each 
              share of Preferred Stock held by them at each meeting of 
              stockholders.
 
                    (2) Dividends. When and if any dividend is paid on the 
              Common Stock of the Corporation, whether paid in cash, stock or 
              other property, all holders of Preferred Stock shall be entitled 
              to receive a dividend, paid in such cash, stock or other property 
              as is paid on the Common Stock, the amount of each such dividend 
              paid on each share of Preferred Stock to be equal in value to the 
              amount of such dividend paid on each share of Common Stock.  The 
              holders of Preferred Stock shall not be entitled to participate 
              in or to receive any dividends other than as hereinabove 
              provided.
 
<PAGE>
 
                    (3) Liquidation. In the event of liquidation, dissolution 
              or winding up of the affairs of the Corporation, whether 
              voluntary or involuntary, or any reduction in its capital 
              resulting from any distribution of assets to its shareholders 
              (a) before any distribution shall be made to the holders of 
              shares of Common Stock of the Corporation the holders of shares 
              of Preferred Stock shall be entitled to be paid in cash out of 
              the assets of the Corporation, whether from capital or from 
              earnings available from distribution to stockholders, the sum 
              of Two Dollars and 50 Cents ($2.50) per share of Preferred 
              Stock; (b) before any further distribution shall be made to 
              holders of shares of Preferred Stock of the Corporation the 
              holders of shares of Common Stock shall be entitled to be paid 
              in cash out of the assets of the Corporation whether from 
              capital or from earnings available for distribution to its 
              stockholders the sum of Two Dollars and 50 Cents ($2.50) per 
              share of Common Stock; (c) the remaining assets of the 
              Corporation shall be paid over and distributed among the 
              holders of Preferred Stock and the holders of Common Stock in 
              such proportions that the amount paid on each share of 
              Preferred Stock shall be equal in value to the amount paid on 
              each share of Common Stock.
 
                    The purchase or redemption by the Corporation of stock of 
              any class, in any manner permitted by law, shall not for the 
              purpose of this paragraph (3) be regarded as a liquidation, 
              dissolution or winding up of the Corporation or as a reduction 
              of its capital.  Neither the consolidation or merger of the 
              Corporation with or into any other corporation or corporations, 
              nor the sale or transfer by the Corporation of all or any part 
              of its assets shall be deemed to be a liquidation, dissolution 
              or winding up of the Corporation for the purpose of this 
              paragraph (3).  A dividend or distribution to stockholders from 
              net profits or surplus earned after the date of any reduction 
              of capital shall not be deemed to be a distribution resulting 
              from such reduction in capital.
 
                    (4) Stock splits and combinations. In case the 
              Corporation shall at any time or from time to time subdivide 
              the outstanding shares of Common Stock of the Corporation into 
              a greater number of shares, then with respect to each such 
              subdivision, the outstanding shares of Preferred Stock shall be 
              subdivided and increased in proportion to the increase 
              resulting from such subdivision in the number of outstanding 
              shares of Common Stock; and in case the Corporation shall at 
              any time or from time to time contract the number of 
              outstanding shares of Common Stock of the Corporation by 
              combining the outstanding shares of Common Stock of the 
              Corporation into a smaller number, then with respect to each 
              such combination the  
 
 
<PAGE>
 
              outstanding Preferred Stock shall be combined and decreased in 
              proportion to the decrease resulting from such combination in 
              the number of outstanding shares of Common Stock of the 
              Corporation.
 
                    (5) Conversion to Common Stock.  When, as and if the 
              Corporation shall have sufficient authorized but unissued 
              shares of Common Capital Stock, par value $2.50 per share, to 
              permit a conversion of all its Preferred Stock into such Common 
              Stock on the basis of one share of such Common Stock to each 
              one share of Preferred Stock, such conversion shall be made 
              forthwith upon the happening of either of the following events:
 
                        (i) the tender by the Corporation to the registered 
                    owner of any Preferred Stock of the number of Common Stock 
                    shares required to effect such conversion, which tender 
                    shall be complete upon mailing to the registered owner at 
                    his last known address as it appears on the books of the 
                    Corporation, by registered mail, return receipt requested:
 
                        (ii) the tender by a holder of Preferred Stock to the 
                    Corporation of the number of Preferred Stock shares 
                    required to effect such conversion, which tender shall be 
                   complete upon the mailing to the Corporation, attention 
                   Treasurer, at its executive offices by registered mail, 
                   return receipt requested.
 
         5. The number of directors of the Corporation shall be such as shall 
be fixed from time to time by, or in the manner provided in the By-Laws, but 
in no case shall the number be less than three.  Directors shall in all cases 
hold office until the annual meeting or until their successors shall be 
elected and qualified.  The By-Laws from time to time prescribe what number 
of directors shall constitute a quorum for the transaction of business, which 
number shall in no case be 
 
<PAGE>
 
less than one-third of the total number of directors, nor less than two 
directors.  Vacancies in the membership of the Board shall be filled in the 
way or ways provided in the By-Laws of the Corporation.
 
          IN WITNESS WHEREOF, we have hereunto set our hands and seals this 
twentieth day of February, in the year One thousand nine hundred and 
seventeen.
 
WITNESS:                                   Wilbur C. Jackson (Seal)
 
J. Leroy Hopkins                           John S. Rowan     (Seal)
 
                                           Henry Vogt        (Seal)
 
STATE OF MARYLAND )
                  ) to wit:
CITY OF BALTIMORE )
 
          "I HEREBY CERTIFY that on this twentieth day of February, in the 
One Thousand nine hundred and seventeen, before me the subscriber, a Notary 
Public of the State of Maryland, in and for the City of Baltimore, aforesaid, 
personally appeared Wilbur C. Jackson, John S. Rowan and Henry Vogt, the 
incorporators named in the aforegoing Certificate of Incorporation, and they 
severally acknowledged the aforegoing Certificate to be their act.
 
"AS WITNESS my hand and Notarial Seal.
 
 
xxxxxxxxxxxxxxxxxxxxx
x J. Leroy Hopkins  x                           J. Leroy Hopkins
x Notary Public     x
x Baltimore, Md.    x                              Notary Public"
xxxxxxxxxxxxxxxxxxxxx
 
<PAGE>
 
          THIRD: That the provisions referred to in paragraph SECOND above 
are all of the provisions of the corporation's charter in effect at the date 
of filing these Articles of Restatement.
 
          FOURTH: That this restatement of the charter of the corporation has 
been authorized by a vote of a majority of the entire Board of Directors of 
the corporation.
 
          FIFTH: That no amendment of the charter of the corporation is 
effected by these Articles of Restatement.
 
          SIXTH: That the names of the six directors of the corporation 
presently in office are:
 
                            Alejandro de Tomaso
                            Howard E. Chase
                            Miguel G. Mendoza
                            Lars S. Potter, Jr.
                            A. Bertochi
                            R. Bussinello
 
 
ATTEST:                                     DE TOMASO INDUSTRIES, INC.
/s/ Howard E. Chase                      By  /s/ Alejandro de Tomaso
- --------------------------                   --------------------------------
Howard E. Chase, Secretary                     Alejandro de Tomaso, President
 
 
STATE OF NEW YORK  )
                   ) ss.:
COUNTY OF NEW YORK )
 
 
          I hereby certify that on the 18th day of Otober, 1973, before me, 
the subscriber, a Notary Public of the State of New York, in and for the 
County of New York, personally appeared Alejandro de Tomaso who stated that 
he is the President of de Tomaso Industries Inc., a Maryland corporation and 
in the name and behalf of the said corporation ???
 
<PAGE>
 
and at the same time personally appeared Howard E. Chase and made oath in the 
form of law that he was Secretary of the meeting of the Board of Directors of 
said corporation at which the Restatement of the Charter of the corporation 
here and above set forth was approved and that the matters and facts set 
forth in said Restatement of the Charter are true to the best of his 
knowledge, information and belief.
 
          WITNESS my hand and Notarial seal the day and year last above 
written.
 
                                                  [illegible]
                                      ----------------------------
                                                 Notary Public
 
 
 
                              AMENDMENT TO RESTATED
 
                            ARTICLES OF INCORPORATION
 
                                       OF
 
                            TRIDENT ROWAN GROUP, INC.
 
 
 
         Trident Rowan Group, Inc., a Maryland corporation having its principal
office in Sommerset, New Jersey (the "Corporation"), hereby certifies to the
State Department of Assessments and Taxation of Maryland that:
 
         1. The name of the Corporation is Trident Rowan Group, Inc.
 
         2. The Amended and Restated Articles of Incorporation of the
Corporation are hereby amended by striking out Article 5 thereof and by
inserting in lieu thereof the following new Article 5:
 
                  "5. (a) The number of directors of the Corporation shall be
such as shall be fixed from time to time by, or in the manner provided in the
By-laws; provided, however, that the number of directors of the Corporation
shall number no less than eleven (11) for so long as Finprogetti S.p.A. is a
beneficial owner of shares of the Corporation's Common Stock and shall not have
completed the sale of 1,635,000 shares of Common Stock to Tamarix Investors, IDC
("Tamarix") pursuant to that certain Agreement to Purchase Common Stock dated
March 7, 1997, unless waived by Tamarix, and thereafter shall number no less
than ten (10);
 
                  (b) At least three (3) directors of the Corporation shall not
be employees of or affiliated with the Corporation or any of its subsidiaries,
or of any shareholder or affiliate thereof; all of whom shall be persons of good
character, experienced in business matters, and reasonably acceptable to
Tamarix;
 
                  (c) The Board of Directors of the Corporation shall be divided
into three (3) classes as nearly equal its members as possible. Except as
follows, such class will serve for three years until such year's annual meeting
of shareholders and until their successors shall be elected and qualified. The
Initial Class I directors elected at the Annual Meeting of Shareholders held in
1997 shall serve until the 1998 Annual Meeting of Shareholders, the initial
Class II directors elected at the Annual Meeting of Shareholders held in 1997
shall serve until the 1999 Annual Meeting of Shareholders and the initial Class
II directors elected at the Annual Meeting of Shareholders held in 1997 shall
serve until the 2000 Annual Meeting of Shareholders; and
 
                  (d) Tamarix may nominate, so long as it is the record owner of
(i) not less than 1,000,000 shares of the Corporation's Common Stock, one member
to each class of the Board of Directors, one of whom shall be elected by the
Board of Directors to serve as the Chairman of the Board, (ii) at least 500,000
but fewer than 1,000,000 shares of the Corporation's Common Stock one member to
Class II, which class shall initial serve for a two-year term, and who shall
serve as the Chairman of the Board; and (iii) at least 300,000 but fewer than
500,000 shares of the Corporation's Common Stock, one member to Class I, which
class shall initially serve for a one-year term."
 
 
 
<PAGE>
 
         3. The Amended and Restated Articles of Incorporation are hereby
amended by adding a new Article 6 thereto, which shall read in full as follows:
 
                  "6. Actions of the Board of Directors shall require the vote
of the majority of the entire Board of Directors, including unfilled vacancies
thereon. The By-laws shall, from time to time, prescribe the number of directors
which shall constitute a quorum for the transaction of business, which number
shall in no case be less than the minimum number needed for the Board of
Directors to approve action."
 
         4. The foregoing amendments to the Amended and Restated Articles of
Incorporation have been duly adopted at a meeting of the Board of Directors.
Notice setting forth the foregoing amendments and stating that an annual meeting
of shareholders would be held to, among other reasons, take action thereon was
given as required by law to all shareholders of the Corporation entitled to vote
thereon. The foregoing amendments were approved by the affirmative vote of at
least two-thirds of all outstanding shares of each class entitled to vote
thereon at such annual meeting.
 
         The undersigned verifies under penalties of perjury that he is the duly
elected and surviving president of the Corporation, that the foregoing
statements are true and correct in all material respects, and that they are the
actions taken of the Corporation.
 
Dated:  December 9, 1997
 
 
 
                                        /s/ Howard E. Chase
                                        ----------------------------------------
                                        Howard E. Chase
                                        President

 

 

                             AMENDMENT TO RESTATED
                           ARTICLES OF INCORPORATION
 
                                      of
 
                           DE TOMASO INDUSTRIES, INC.
 
       DE TOMASO INDUSTRIES, INC., a Maryland corporation having its 
principal office in Red Bank, N.J. (the "Corporation") hereby certifies to 
the State Department of Assessments and Taxation of Maryland that:
 
       First:  The amended and restated Articles of Incorporation of the 
Corporation are hereby amended by striking out Article 1. thereof, and by 
inserting in lieu thereof the following:
 
         "1.     The name of the Corporation is:
 
                          "TRIDENT ROWAN GROUP, INC."
 
       Second:  The amended and restated Articles of Incorporation of the 
Corporation are hereby amended by striking out Article FOURTH thereof, as 
heretofore amended, and by inserting in lieu thereof the following:
 
                "FOURTH: The total number of shares of all classes of stock 
          which the Corporation shall have the authority to issue is fifty 
          million (50 million), all of which shall be common stock with a par 
          value of $.01 per share."
 
       Third:  The foregoing amendments to the amended and restated Articles 
of Incorporation were approved by unanimous consent of the Board of 
Directors. Notice setting forth the foregoing amendments and stating that a 
purpose of the meeting of stockholders would be to take action thereon was 
given as required by law to all stockholders of the Corporation entitled to 
vote thereon. The foregoing amendments were approved by the stockholders at 
said meeting by the affirmative vote of at least two-thirds of each class of 
stock entitled to vote thereon.
 
       Fourth:  (a) The total number of shares of all classes of stock of the 
Corporation heretofore authorized, and the number, and par value and voting 
rights of the shares of each class were as follows:
 
 
Class             Number          Par Value          Votes per share
- ------          ----------        ---------          ---------------
Common          10,000,000          $2.50                   1
Preferred        2,000,000          $2.50                   3
Total           12,000,000
 
 
<PAGE>
 
                (b) The total number of shares of all classes of stock of the 
Corporation, as amended hereby, and the number, par value and voting rights 
of each class, are as follows:
 
Class              Number         Par Value          Votes per share
- ------            ----------      ---------          ----------------
Common            50,000,000        $.01                    1
Total             50,000,000
 
 
                (c) There were no shares of heretofore authorized preferred 
stock issued and outstanding on the date of the vote of stockholders or as of 
the date of the filing of this amendment.
 
 
 
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<PAGE>
 
     The undersigned verifies under penalties of perjury that he is the duly 
elected and serving president of the above corporation, that the foregoing 
statements are true and correct in all material respects, and that they are 
the actions taken of the above corporation.
 
                                               /s/ Howard E. Chase
Dated: August 22, 1996                     ---------------------------------
                                                   Howard E. Chase
 
 
WITNESS:
 
/s/ Catherine D. Germano
- --------------------------
    Catherine D. Germano
    Assistant Secretary