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EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF EATERTAINMENT 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 of 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 sometimes


called the Corporation) is Eatertainment Inc. SECOND: The address, including street, number, city and county


of the registered office of the Corporation in the State of Delaware is 9 East
Loockerman Street, Dover, Delaware 19901; and the name of the registered agent
of the Corporation in the State of Delaware at such address is National
Corporate Research, Ltd. 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. FOURTH: The total number of shares of stock which the


Corporation shall have the authority to issue is 22,000,000 shares, consisting
of (i) 2,000,000 shares of Preferred Stock, $.10 par value (the Preferred
Stock) and (ii) 20,000,000 shares of Common Stock, $.01 par value (the Common
Stock). A. Preferred Stock. The Board of Directors is expressly


authorized to provide for the issuance of all or any shares of the Preferred
Stock, in one or more series, and to fix for each such series such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such series (a Preferred Stock Designation) and as
may be permitted by the General Corporation Law of the State of Delaware. The
number of authorized shares of Preferred Stock may be increased (but not above
the number of authorized shares of the class) or decreased (but not below the
number of shares thereof then outstanding). Without limiting the generality of
the foregoing, the resolutions providing for issuance of any series of Preferred
Stock may




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provide that such series shall be superior or rank equally or junior to the
Preferred Stock of any other series to the extent permitted by law. No vote of
the holders of the Preferred Stock or Common Stock shall be required in
connection with the designation or the issuance of any shares of any series of
any Preferred Stock authorized by and complying with the conditions herein, the
right to have such vote being expressly waived by all present and future holders
of the capital stock of the Corporation. B. Common Stock. (1) Voting. Except as otherwise required by law or as
otherwise provided in any Preferred Stock Designation, the holders of the Common
Stock shall exclusively possess all voting power and each share of Common Stock
shall have one vote. (2) Dividends. The holders of Common Stock shall be entitled
to receive dividends, when, as and if declared by the Board of Directors out of
funds legally available for such purpose and subject to any preferential
dividend rights of any then outstanding Preferred Stock. (3) Liquidation, Dissolution, Winding Up. After distribution
in full of the preferential amount, if any (fixed in accordance with the
provisions of paragraph A of this Article FOURTH), to be distributed to the
holders of Preferred Stock in the event of voluntary or involuntary liquidation,
distribution or sale of assets, dissolution or winding-up of the Corporation,
the holders of the Common Stock shall be entitled to receive all the remaining
assets of the Corporation, tangible and intangible, of whatever kind available
for distribution to stockholders ratably in proportion to the number of shares
of Common Stock held by them respectively. FIFTH: A. Number of directors. Subject to the rights, if any,
of the holders of any series of Preferred Stock to elect additional directors
under specified circumstances, the number of directors shall be fixed from time
to time exclusively by the Board of Directors pursuant to a resolution adopted
by a majority of the total number of directors which the Corporation would have
if there were no vacancies (the Whole Board). B. Election and Terms of Directors. Directors shall be elected
by a plurality of votes cast and the directors of this Corporation shall be
divided into three classes, with respect to the time that they severally hold
office, as nearly equal in number as possible, with the initial term of office
of the first class of directors to expire at the 1998 annual meeting of
stockholders of the Corporation and until their respective successors are
elected and qualified (Class I Directors), the initial term of office of the
second class of directors to expire -2-




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at the 1999 annual meeting of stockholders of the Corporation and until their
respective successors are elected and qualified (Class II Directors) and the
initial term of office of the third class of directors to expire at the 2000
annual meeting of stockholders of the Corporation and until their respective
successors are elected and qualified (Class III Directors). Commencing with
the 1998 annual meeting of stockholders of the Corporation, directors elected to
succeed those directors whose terms have thereupon expired shall be elected for
a term of office to expire at the third succeeding annual meeting of
stockholders of the Corporation after their election and until their respective
successors are elected and qualified. C. Newly created directorships and vacancies. (1) If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain or attain, if possible, the equality of the
number of directors in each class, but in no case will a decrease in the number
of directors shorten the term of any incumbent director. If such equality is not
possible, the increase or decrease shall be apportioned among the classes in
such a way that the difference in the number of directors in any two classes
shall not exceed one. (2) Subject to the rights of the holders of any series of
Preferred Stock, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies on the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause (other than a vacancy resulting from removal by the
stockholders, in which case such vacancy shall be filled by the stockholders)
shall be filled only by a majority vote of the directors then in office, though
less than a quorum, and a director so chosen shall hold office for the unexpired
portion of the term of the class in which such Director was chosen to serve and
until his successor is elected and qualified. No decrease in the numbers of
authorized directors constituting the Whole Board shall shorten the term of any
incumbent director. D. Amendments to Article Fifth Section 5(B) and 5(C)(1). The
affirmative vote of the holders of eighty percent (80%) of the voting power of
all of the then outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors (the Voting Stock),
voting together as a single class, shall be required to amend or repeal, or to
adopt any provision inconsistent with Article Fifth Sections 5(B) and 5(C)(1)
unless approved by at least two-thirds (2/3rds) of the Whole Board. In the event
that at least two-thirds (2/3rds) of the Whole Board approves any such
provision, then the affirmative vote of the holders of outstanding stock
representing at least a majority of the voting power of all of the then
outstanding shares of Voting Stock, voting together as a -3-




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single class, shall be
required to amend or repeal, or to adopt any provision
inconsistent with Article Fifth Sections 5(B) or 5(C)(1). E. Removal. Subject to the rights of the holders of Preferred
Stock, and unless this Certificate of Incorporation otherwise provides, where
the Board of Directors is classified as provided in Section 141(d) of the
General Corporation Law of the State of Delaware, any director or the entire
Board of Directors may be removed by stockholders only for cause, and the
affirmative vote of at least a majority of the voting power of all the then
outstanding shares of Voting Stock, voting together as a single class shall be
required to effect such removal. SIXTH: The name and the mailing address of the incorporator is


as follows: Kenneth M. Silverman, Esq.
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022 SEVENTH: The Corporation is to have perpetual existence. EIGHTH: Whenever a compromise or arrangement is proposed
between the Corporation and its creditors or any class of them and/or between
the Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of the Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution under Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. 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 the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation, as the case may be, 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 the
Corporation, as the case may be, and also on the Corporation. NINTH: For the management of the business and for the conduct
of the affairs of the Corporation, and in further definition,
limitation and
regulation of the powers of the -4-




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Corporation and of its
directors and its stockholders or any class thereof, as
the case may be, it is further provided:  (1)
    
    The management of the business and the
conduct of the affairs of the Corporation,
including the election of the Chairman of
the Board of Directors, if any, the
President, the Treasurer, the Secretary, and
other principal officers of the Corporation,
shall be vested in its Board of Directors.
The number of directors which shall
constitute the whole Board of Directors
shall be fixed by, or in the manner provided
in, the ByLaws. The phrase whole Board and
the phrase total number of directors shall
be deemed to have the same meaning, to wit,
the total number of directors which the
Corporation would have if there were no
vacancies. No election of directors need be
by written ballot.(2)
    
    The original By-Laws of the Corporation
shall be adopted by the incorporator unless
the Certificate of Incorporation shall name
the initial Board of Directors therein.
Thereafter, the power to make, alter, or
repeal the By-Laws, and to adopt any new
ByLaw, except a By-Law classifying directors
for election for staggered terms, shall be
vested in the Board of Directors.(3)
    
    Whenever the Corporation shall be authorized
to issue only one class of stock, each
outstanding share shall entitle the holder
thereof to notice of, and the right to vote
at, any meeting of stockholders. Whenever
the Corporation shall be authorized to issue
more than one class of stock, no outstanding
share of any class of stock which is denied
voting power under the provisions of the
Certificate of Incorporation shall entitle
the holder thereof to notice of, and the
right to vote at, any meeting of
stockholders, except as the provisions of
paragraph (b) (2) of Section 242 of the
General Corporation Law of the State of
Delaware, as the same may be amended and
supplemented, shall otherwise require. TENTH: 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 -5-




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Corporation Law of the State
of Delaware, as same may be amended and
supplemented. ELEVENTH: 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 By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in their official capacities and as to
action in another capacity while holding such offices, 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 a
person. TWELFTH: From time to time any of the provisions of this
Certificate of Incorporation may be amended, altered, changed 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 TWELFTH. Dated: February 7, 1997 /s/ Kenneth M. SilvermanKenneth M. Silverman, IncorporatorOlshan Grundman Frome & Rosenzweig LLP505 Park AvenueNew York, New York 10022
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