CERTIFICATE OF INCORPORATION

                                       OF

                                   SCOOP, INC.

     The  undersigned,  a  natural  person,  for the  purpose  of  organizing  a
corporation  for conducting the business and promoting the purposes  hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of Delaware  (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory  thereof and  supplemental  thereto,  and known,  identified and
referred to as the "General  Corporation Law of the State of Delaware"),  hereby
certifies that:

     FIRST:  The name of the corporation  (hereinafter  the  "Corporation")  is:
Scoop, Inc.

     SECOND:  The address,  including  street,  number,  city and county, of the
registered office of the Corporation in the State of Delaware is:

            THE CORPORATION TRUST COMPANY
            Corporation Trust Center
            1209 Orange Street
            Wilmington, New Castle County, Delaware 19801

     THIRD:  The nature of the business  and the  purposes to be  conducted  and
promoted by the Corporation shall be to engage in any lawful act or activity for
which  corporations  may be organized  under the General  Corporation Law of the
State of Delaware.

     FOURTH:  The Corporation shall have authority to issue 25,000,000 shares of
stock,  consisting  of 20,000,000  shares of Common Stock,  par value $0.001 per
share, and 5,000,000 shares of Preferred Stock, par value $0.001 per share.

     FIFTH: The shares of Preferred Stock may be issued from time to time in one
or more series.  The Board of Directors is authorized  to fix by resolution  the
designations, powers, preferences and relative, participating, optional or other
special rights (including voting rights, if any, and conversion rights, if any),
and qualifications,  limitations or restrictions  thereof, of any such series of
Preferred Stock, and the number of shares  constituting any such series,  or all
or any of them;  and to increase or decrease  the number of shares of any series
subsequent  to the issue of shares of that  series,  but not below the number of
shares then outstanding.  Except as otherwise  provided (i) by law, (ii) by this
Certificate  of  Incorporation  as  amended  from  time to  time,  or  (iii)  by
resolutions of the Board of Directors  fixing the powers and  preferences of any
class or series of shares as to which the Board of Directors has been  expressly
vested with  authority to fix the powers and  preferences,  (a) the Common Stock
shall  possess the full voting  power of the  Corporation  and (b) the number of
authorized shares of any class or classes of stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the  holders of a majority of the stock of the  Corporation  entitled to
vote.

     SIXTH: The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of
Section 102 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented.

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

        Rita K. Pfetzing
        650 Town Center Drive, Suite 2000
        Costa Mesa, California 92626-1925

     EIGHTH: The Corporation is to have perpetual existence.

     NINTH:  The Corporation  shall, to the fullest extent  permitted by Section
145 of the General Corporation Law of the State of Delaware,  as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify  under said  section from and against any and all of the  expenses,
liabilities or other matters referred to in or covered by said section,  and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified  may be entitled under any Bylaw,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such person.

     TENTH:  From  time to time any of the  provisions  of this  certificate  of
incorporation  may  be  amended,  altered  or  repealed,  and  other  provisions
authorized  by the laws of the  State of  Delaware  at the time in force  may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the  stockholders  of the  Corporation by this
certificate  of  incorporation  are granted  subject to the  provisions  of this
Article TENTH. In addition to the other powers expressly granted by statute, the
Board of  Directors  shall  have the power to adopt,  repeal,  alter,  amend and
rescind the Bylaws of the Corporation.

Signed on October 11, 1996


                                              /s/ RITA K. PFETZING
                                              -------------------------------
                                              Rita K. Pfetzing
                                              Incorporator