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                          CERTIFICATE OF INCORPORATION

                                       OF

                        ASA INTERNATIONAL VENTURES, INC.

                                      *****

1.  The name of the corporation is ASA INTERNATIONAL VENTURES, INC.

2.  The address of its registered office in the State of Delaware is
    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.

3.  The nature of the business or purposes to be conducted or promoted
    is:

         To engage in any lawful act or activity for which corporations
    may be organized under the General Corporation Law of Delaware.

4.  The total number of shares of stock which the corporation shall have
    authority to issue is one million (1,000,000) shares of Common
    Stock, $.01 par value per share.

         Additional designations and powers, preferences and rights and
    qualifications, limitations or restrictions thereof of the shares
    shall be determined by the Board of Directors of the corporation
    from time to time.

5.  The name and mailing address of the corporation's incorporator is:

                                 Mark J. Tarallo
                         c/o O'Connor, Broude & Aronson
                          950 Winter Street, Suite 2300
                          Waltham, Massachusetts 02154

6.  The name and address of the persons who are to serve as the
    directors of the Corporation until the first annual meeting of the
    stockholders or until their successor(s) are elected and qualified
    are:

        Alfred C. Angelone              Christopher J. Crane
        303 Hillside Street             283 Littleton Road
        Milton, Massachusetts  02186    Harvard, Massachusetts  01451

7.  The corporation is to have perpetual existence.

8.  In furtherance and not in limitation of the powers conferred by
    statute, the board of directors is expressly authorized:

         To make, alter or repeal the bylaws of the corporation.

         To authorize and cause to be executed mortgages and liens upon
    the real and personal property of the corporation.


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         To set apart out of any of the funds of the corporation
    available for dividends a reserve or reserves for any proper purpose
    and to abolish any such reserve in the manner in which it was
    created.

          By a majority of the whole board, to designate one or more committees,
     each committee to consist of one or more of the directors of the
     corporation. The board may designate one or more directors as alternate
     members of any committee, who may replace any absent or disqualified member
     at any meeting of the committee. The bylaws may provide that in the absence
     or disqualification of a member of a committee, the member or members
     thereof present at any meeting and not disqualified from voting, whether or
     not he or they constitute a quorum, may unanimously appoint another member
     of the board of directors to act at the meeting in the place of any such
     agent or disqualified member. Any such committee, to the extent provided in
     the resolution of the board of directors, or in the bylaws of the
     corporation, shall have and may exercise all the powers and authority of
     the board of directors in the management of the business and affairs of the
     corporation, and may authorize the seal of the corporation to be affixed to
     all papers which may require it; but no such committee shall have the power
     or authority in reference to amending the certificate of incorporation,
     adopting an agreement of merger or consolidation, recommending to the
     stockholders the sale, lease, or exchange of all or substantially all of
     the corporation's property and assets, recommending to the stockholders a
     dissolution of the corporation or a revocation of a dissolution, or
     amending the bylaws of the corporation; and, unless the resolution or
     bylaws expressly so provide, no such committee shall have the power or
     authority to declare a dividend or to authorize the issuance of stock. 

          When and as authorized by the stockholders in accordance with statute,
     to sell, lease or exchange all or substantially all of the property and
     assets of the corporation, including its goodwill and its corporate
     franchises, upon such terms and conditions and for such consideration,
     which may consist in whole or in part of money or property, including
     shares of stock in, and/or other securities of, any other corporation or
     corporation, as its board of directors shall deem expedient and for the
     best interests of the corporation.


9.   To the maximum extent permitted by Section 102(b)(7) of the General
     Corporation Law of Delaware, a director of this Corporation shall not be
     personally liable to the Corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a director, except for liability
     (i) for any breach of the director's duty of loyalty to the Corporation or
     its stockholders, (ii) for acts or omissions not in good faith or which
     involve intentional misconduct or a knowing violation of law, (iii) under
     Section 174 of the Delaware General Corporation Law, or (iv) for any
     transaction from which the director derived an improper personal benefit.


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10.  Whenever a compromise or arrangement is proposed between this corporation
     and its creditors or any class of them and/or between this corporation and
     its stockholders or any class of them, any court or equitable jurisdiction
     within the State of Delaware may, on the application in a summary way of
     this corporation or of any creditor or stockholder thereof, or on the
     application of any receiver or receivers appointed for this corporation
     under the provisions of Section 291 of Title 8 of the Delaware Code or on
     the application of trustees in dissolution or of any receiver or receivers
     appointed for this corporation under the provisions of Section 279 of Title
     8 of the Delaware Code, order a meeting of the creditors or class of
     creditors, and/or of the stockholders or class of stockholders of this
     corporation, as the case may be, to be summoned in such manner as the said
     court directors. If a majority in number representing three-fourths in
     value of the creditors or class of creditors, and/or of the stockholders or
     class of stockholders of this corporation, as the case may be, agree to any
     compromise or arrangement to any reorganization of this corporation as
     consequences of such compromise or arrangement, the said compromise or
     arrangement and the said reorganization shall, if sanctioned by the court
     to which the said application has been made, be binding on all the
     creditors or class of creditors, and/or on all the stockholders or class of
     stockholders of this corporation, as the case may be, and also on this
     corporation.

11.  Meetings of the stockholders may be held within or without the State of
     Delaware, as the bylaws may provide. The books of the corporation may be
     kept (subject to any provision contained in the statutes) outside the State
     of Delaware at such place or places as may be designated from time to time
     by the Board of Directors or in the bylaws of the corporation. Elections of
     directors need not be by written ballot unless the bylaws of the
     corporation shall so provide.

12.  The corporation reserves the right to amend, alter, change, or repeal any
     provision contained in this certificate of incorporation, in the manner now
     or hereafter prescribed by statute, and all rights conferred upon
     stockholders herein are granted subject to this reservation; except that
     any such amendment shall be made by the holders of a majority of the
     outstanding shares of Common Stock of the Corporation.



                 [THIS SPACE INTENTIONALLY LEFT BLANK.]


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     THE UNDERSIGNED, being the incorporator named hereinbefore, for the
purposes of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this certificate, hereby declaring and certifying
that this is his act and deed and the facts herein stated are true, and
accordingly, has hereunto set his hand this 28th day of December, 1995.

                                       /s/ Mark J. Tarallo
                                     -------------------------------
                                      Mark J. Tarallo
                                      Sole Incorporator


COMMONWEALTH OF MASSACHUSETTS)
                             ) ss.:
COUNTY OF MIDDLESEX          )

     BE IT REMEMBERED that on this 28th day of December, 1995, personally came
before me, a Notary Public for the Commonwealth of Massachusetts, Mark J.
Tarallo, the party to the foregoing Certificate of Incorporation, known to me
personally to be such, and acknowledged the said certificate to be his act and
deed and that the facts stated therein are true. GIVEN under my hand and seal of
office the day and year aforesaid.

                                       /s/ Janet M. Davenport
                                     ---------------------------------
                                      Janet M. Davenport
                                      Notary Public
                                      My Commission Expires: 02/16/01


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