CERTIFICATE OF INCORPORATION OF
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.


         FIRST:  The  name  of  this   corporation  is  Atlantic   International
Entertainment, Ltd.

         SECOND:  The address of the registered office of the corporation in the
State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle,
Delaware  19805,  and the name of its  registered  agent at that  address is The
Prentice-Hall Corporation System, Inc.

         THIRD:  The  name  and  mailing  address  of  the  incorporator  of the
corporation is:

         Michael I. Otner, Esq.
         Olshan Grundman Frome & Rosenzweig LLP
         505 Park Avenue
         New York, New York  10022


         FOURTH:  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 Delaware.

         FIFTH:  The  corporation  is  authorized to issue  110,000,000  shares,
100,000,000  of which  are  designated  "Common  Stock,"  $.001 par  value,  and
10,000,000 of which are designated "Preferred Stock," $.001 par value. The Board
of  Directors  is hereby  authorized  to fix or alter the  rights,  preferences,
privileges and  restrictions  granted to or imposed upon any series of Preferred
Stock, and the number of shares constituting any such series and the designation
thereof,  or of any of  them.  The  Board of  Directors  is also  authorized  to
increase or decrease the number of shares of any series,  prior or subsequent to
the issue of that series, but not below the number of shares of such series then
outstanding.  In case the number of shares of any series shall be so  decreased,
the shares  constituting  such  decrease  shall resume the status which they had
prior to the adoption of the resolution  originally  fixing the number of shares
of such series.

         SIXTH: In furtherance and not in limitation of the powers  conferred by
statue, the Board of Directors is expressly  authorized to make, repeal,  alter,
amend and rescind from time to time any or all of the bylaws of the corporation;
provided,  however,  that any bylaw amendment  adopted by the Board of Directors
increasing  or  reducing  the  authorized   number  of  directors  or  amending,
repealing,  altering or  rescinding  Article 3, Section 3.2 of the Bylaws of the
corporation  shall require a resolution  adopted by the affirmative  vote of not
less than sixty-six and two-thirds percent (66-2/3%) of the directors. Any Bylaw
amendment adopted by the stockholders

<PAGE>

increasing  or  reducing  the  authorized   number  of  directors  or  amending,
repealing,  altering or  rescinding  Article 3, Section 3.2 of the Bylaws of the
corporation shall require the approval of not less than sixty-six and two-thirds
percent  (66-2/3%) of the total voting power of all outstanding  shares of stock
of the corporation entitled to vote thereon.

         SEVENTH: The number of directors of the corporation shall be fixed from
time to time by a Bylaw  or  amendment  thereof  duly  adopted  by the  Board of
Directors.  Any director or the entire  Board of  Directors  may be removed from
office by the stockholders of the corporation only for cause.

         EIGHTH:  No  stockholder  will be  permitted  to cumulate  votes in any
election of directors.

         NINTH: Special meetings of the stockholders of this corporation for any
purpose or  purposes  may be called at any time upon the request in writing of a
majority  of the  Board of  Directors  or by the  Chairman  of the  Board or the
President  of the  corporation.  Any such  request  shall  state the  purpose or
purposes  of the  proposed  meeting.  As soon as  reasonably  practicable  after
receipt of such a request,  written  notice of such meeting,  stating the place,
date  (which  shall be sixty (60) days from the date of the  notice) and hour of
the  meeting,  shall  be  given  to each  stockholder  entitled  to vote at such
meeting.  Special  meetings  may not be called  other than as  provided  in this
ARTICLE NINTH.

         TENTH:  Stockholders of the  corporation  shall take action by meetings
held pursuant to this Certificate of Incorporation and the Bylaws.  Stockholders
may not take any action by written  consent  in lieu of a meeting.  Meetings  of
stockholders  may be held  within or  outside of the State of  Delaware,  as the
Bylaws may provide.  The books of the  corporation  may be kept  (subject to any
provision  contained in the statute) 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.

         ELEVENTH: 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  on
stockholders herein are granted subject to this reservation. Notwithstanding the
foregoing,  the provisions set forth in ARTICLES SIXTH, SEVENTH,  TENTH, TWELFTH
and this ARTICLE  ELEVENTH may not be repealed or amended in any respect  unless
such repeal or  amendment is approved by the  affirmative  vote of not less than
sixty-six  and  two-thirds  percent  (66-2/3%)  of the total voting power of all
outstanding shares of stock of this corporation entitled to vote thereon, unless
such  amendment or repeal has been  previously  approved by the vote of not less
than sixty-six and two-thirds  percent  (66-2/3%) of the members of the Board of
Directors, in which case those Articles of this

                                       -1-

<PAGE>
Certificate of Incorporation may be so amended or repealed by a vote of not less
than a majority of the total voting power of all outstanding  shares of stock of
the corporation entitled to vote thereon.

         TWELFTH:  A director of the 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 any
improper personal benefit.  If the Delaware General Corporation Law is hereafter
amended to authorize, with the approval of a corporation's stockholder,  further
reductions  in the  liability of the  directors of a  corporation  for breach of
fiduciary duty,  then a director of the corporation  shall not be liable for any
such breach to the fullest extent permitted by the Delaware General  Corporation
Law as so amended.  Any repeal or  modification  of the foregoing  provisions of
this ARTICLE TWELFTH by the stockholders of the corporation  shall not adversely
affect any right or protection of a director of the corporation  existing at the
time of such repeal or modification.

         THIRTEENTH: Elections of directors need not be by written ballot unless
the Bylaws of the corporation shall so provide.

         THE  UNDERSIGNED,  being the incorporator  hereinbefore  named, for the
purpose of forming a  corporation  to do  business  both  within and without the
State of Delaware,  and in pursuance of the Delaware  General  Corporation  Law,
does hereby make this Certificate,  under penalties of perjury, hereby declaring
and  certifying  that this is my act and deed and the facts  herein  stated  are
true, and accordingly have hereunto set my hand this 22nd day of August, 1996.



                                                     /s/ MICHAEL I. OTNER
                                                     --------------------
                                                     Michael I. Otner
                                                     Sole Incorporator