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                          CERTIFICATE OF INCORPORATION

                                       OF

                           HARVARD MERGER CORPORATION


                  FIRST:  The name of the Corporation is:

                           HARVARD MERGER CORPORATION

                  SECOND: The address of the Corporation's registered office in
the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle. The name of its registered agent at
such address is The Corporation Trust Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, as from time to time amended.

                  FOURTH: (a) The total number of shares of capital stock which
the Corporation shall have authority to issue is 100,000,000 shares. Of these
(i) 50,000,000 shares shall be shares of Common Stock having a par value of
$0.01 per share (the "Common Stock"), and (ii) 50,000,000 shares shall be shares
of Preferred Stock, having a par value of $0.01 per share (the "Preferred
Stock"). Except as otherwise provided by law, the shares of capital stock of the
Corporation, regardless of class, may be issued by the Corporation from time to
time in such amounts, for such lawful consideration and for such corporate
purpose(s) as the Board of Directors may from time to time determine.

                  (b) Preferred Stock may be issued in one or more series as may
be determined from time to time by the Board of Directors. Authority is hereby
expressly granted to the Board of Directors to authorize the issuance of one or
more series of Preferred Stock, and, subject to Article FIFTH, to fix by
resolution or resolutions providing for the issue of each such series the voting
powers, designations, preferences, and relative, participating, optional,
redemption, conversion, exchange or other special rights, qualifications,
limitations or restrictions of such series, and the number of shares in each
series, to the full extent now or hereafter permitted by law.

                  FIFTH: The Corporation shall not create, designate, authorize
or cause to be issued any class or series of nonvoting stock. For purposes of
this Article FIFTH, any class or series of stock, including any series of
Preferred Stock, that has only such voting

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rights as are mandated by the General Corporation Law of the State of Delaware,
shall be deemed to be nonvoting stock subject to the restrictions of this
Article FIFTH.

                  SIXTH: The power of the incorporator is to terminate upon the
filing of this Certificate of Incorporation.

                  SEVENTH: In furtherance and not in limitation of the powers
conferred by law, subject to any limitations contained elsewhere in this
Certificate of Incorporation, the by-laws of the Corporation may be adopted,
amended or repealed by a majority of the Board of Directors of the Corporation,
but any by-laws adopted by the Board of Directors may also be amended or
repealed by the stockholders entitled to vote thereon. Election of directors
need not be by written ballot unless the by-laws shall so provide.

                  EIGHTH: (a) A director of the Corporation shall not be
personally liable either to the Corporation or to any of its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability for (i) any breach of the director's duty of loyalty to the
Corporation or its stockholders, or (ii) acts or omissions which are not in good
faith or which involve intentional misconduct or knowing violation of the law,
or (iii) any matter in respect of which such director shall be liable under
Section 174 of Title 8 of the General Corporation Law of the State of Delaware
or any amendment thereto or successor provision thereto, or (iv) any transaction
from which the director shall have derived an improper personal benefit. Neither
amendment nor repeal of this paragraph (a) nor the adoption of any provision of
this Certificate of Incorporation inconsistent with this paragraph (a) shall
eliminate or reduce the effect of this paragraph (a) in respect of any matter
occurring, or any cause of action, suit or claim that, but for this paragraph
(a) of this Article EIGHTH, would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision. If the General Corporation Law
of the State of Delaware is hereafter amended to permit further elimination or
limitation of the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware as so amended.

                  (b) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to, or testifies in, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter, a "proceeding"), other than an
action by or in the right of the Corporation, by reason of the fact that such
person is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise (hereinafter, an "Indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as
such a director, officer, employee or agent. The Indemnitee shall be indemnified
and held harmless by the Corporation to the full extent authorized by the
General Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent

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that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), or by other applicable law as then in effect, against all expense,
liability and loss (including attorneys' fees, judgments, fines, excise taxes
under the Employee Retirement Income Security Act of 1974, as amended from time
to time ("ERISA"), penalties and amounts to be paid in settlement) actually and
reasonably incurred or suffered by such Indemnitee in connection therewith. The
Corporation may adopt by-laws or enter into agreements with any such person for
the purpose of providing for such indemnification.

                  (c) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to, or testifies in, any proceeding by
or in the right of the Corporation to procure a judgment in its favor by reason
of the fact that such person is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation, provided that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

                  (d) Any indemnification under this Article EIGHTH (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in the General
Corporation Law of the State of Delaware, as the same exists or hereafter may be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment). Such
determination shall be made with respect to a person who is a director or
officer at the time of such determination (A) by a majority vote of the
directors who were not parties to such action, suit or proceeding (the
"Disinterested Directors"), even though less than a quorum, or (B) by a
committee of Disinterested Directors designated by a majority vote of such
directors, even though less than a quorum, or (C) if there are no Disinterested
Directors or if the Disinterested Directors so direct, by independent legal
counsel in a written opinion, or (D) by the stockholders.

                  (e) Costs, charges and expenses (including attorneys' fees)
incurred by a director, officer, employee or agent of the Corporation in
defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final

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disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay all amounts so
advanced in the event that it shall ultimately be determined that such director,
officer, employee or agent is not entitled to be indemnified by the Corporation
as authorized in this Article EIGHTH. The majority of the Disinterested
Directors may, in the manner set forth above, and upon approval of such
director, officer, employee or agent of the Corporation, authorize the
Corporation's counsel to represent such person, in any action, suit or
proceeding, whether or not the Corporation is a party to such action, suit or
proceeding.

                  (f) Any indemnification or advance of costs, charges and
expenses under this Article EIGHTH shall be made promptly, and in any event
within 60 days upon the written request of the director, officer, employee or
agent. The right to indemnification of advances as granted by this Article
EIGHTH shall be enforceable by the director, officer, employee or agent, as the
case may be, in any court of competent jurisdiction, if the Corporation denies
such request, in whole or in part, or if no disposition thereof is made within
60 days. Such person's costs and expenses incurred in connection with
successfully establishing his/her right to indemnification, in whole or in part,
in any such action shall also be indemnified by the Corporation. It shall be a
defense to any such action (other than an action brought to enforce a claim for
the advance of costs, charges and expenses under this Article EIGHTH where the
required undertaking, if any, has been received by the Corporation) that the
claimant has not met the standard of conduct set forth in the General
Corporation Law of the State of Delaware, as the same exists or hereafter may be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment), but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he/she has met the applicable standard of conduct set
forth in the General Corporation Law of the State of Delaware, as the same
exists or hereafter may be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), nor the fact that there has been an actual determination by
the Corporation (including its Board of Directors, its independent legal counsel
and its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

                  (g) The indemnification and advancement of expenses provided
by this Article EIGHTH shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under any law (common or statutory), by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
his/her official capacity and as to action in another capacity while holding
office or while employed by or acting as agent for the Corporation, and shall
continue as to a person who has ceased to be a director, officer, employee or

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agent and shall inure to the benefit of the estate, heirs, executors and
administers of such person. All rights to indemnification under this Article
EIGHTH shall be deemed to be a contract between the Corporation and each
director, officer, employee or agent of the Corporation who serves or served in
such capacity at any time while this Article EIGHTH is in effect. Any repeal or
modification of this Article EIGHTH shall not in any way diminish any rights to
indemnification of such director, officer, employee or agent or the obligations
of the Corporation arising hereunder with respect to any action, suit or
proceeding arising out of, or relating to, any actions, transactions or facts
occurring prior to the final adoption of such modification or repeal. For the
purposes of this Article EIGHTH, references to the "Corporation" include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation, so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
Article EIGHTH, with respect to the resulting or surviving corporation, as he or
she would if he or she had served the resulting or surviving corporation in the
same capacity.

                  (h) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him/her and incurred by him/her or on
his/her behalf in any such capacity, or arising out of his/her status as such,
whether or not the Corporation would have the power to indemnify him/her against
such liability under the provisions of this Article EIGHTH; provided, however,
that such insurance is available on acceptable terms, which determination shall
be made by a vote of a majority of the Board of Directors.

                  (i) If this Article EIGHTH or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each person entitled to indemnification
under the first paragraph of this Article EIGHTH as to all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes,
penalties and amounts to be paid in settlement) actually and reasonably incurred
or suffered by such person and for which indemnification is available to such
person pursuant to this Article EIGHTH to the full extent permitted by any
applicable portion of this Article EIGHTH that shall not have been invalidated
and to the full extent permitted by applicable law.

                  NINTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation at
any time in the manner now or hereafter prescribed in this Certificate of
Incorporation and by the laws of the State of Delaware, and all rights conferred
by stockholders herein are granted subject to such reservation.

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                  TENTH: The Corporation expressly elects not to be governed by
Section 203 of the General Corporation Law of the State of Delaware.

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IN WITNESS WHEREOF, said Corporation has caused this Certificate of
Incorporation to be signed by the sole incorporator of the Corporation, this
18th day of November, 1998. The signature below shall constitute the affirmation
or acknowledgment, under penalties of perjury, that the facts herein stated are
true.


                                      By: /s/ Lawrence E. Rouslin
                                          -------------------------
                                          Lawrence E. Rouslin
                                          Sole Incorporator
                                          Willkie Farr & Gallagher
                                          787 Seventh Avenue
                                          New York, NY  10019

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