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                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 12/11/1997
                                                            971425420 - 2832296


                          CERTIFICATE OF INCORPORATION

                                       OF

                               CANOE & KAYAK. INC.

     The undersigned  incorporator,  being a person 18 years of age or older, in
order to form a corporate entity under Delaware General Corporation Law, hereby
sets forth the following Certificate of Incorporation:

                                    ARTICLE I

     The name of this Corporation is Canoe & Kayak, Inc.

                                   ARTICLE II

     The address of the  registered  office of this  Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street,  Wilmington,  Delaware
19801, located in New Castle County

     The registered agent at that address is The Corporation Trust Company.

                                   ARTICLE III

     The purpose of this  Corporation is to engage in any lawful act or activity
for which  corporations  may be organized  under the General  Corporation Law of
Delaware.

                                   ARTICLE IV

     The  total  number  of  shares  of stock  which  this  Corporation  has the
authority to issue is 10,000  shares,  all of which shall be  designated  Common
Stock, with a par value of $.01 per share.

                                    ARTICLE V

     The name and mailing address of the incorporator of this Corporation is:

                                Laura S. Carlson
                               FAEGRE & BENSON LLP
                               2200 Norwest Center
                             90 South Seventh Street
                        Minneapolis, Minnesota 55402-3901

                                   ARTICLE VI


     Except as may  otherwise be provided by law,  the books of the  Corporation
may be kept  outside  of the State of  Delaware  at such  place or places as the
Board of Directors may designate.


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                                   ARTICLE VII

     The following  individual is hereby appointed as the first sole Director of
the  Corporation,  to serve  until  the first  meeting  of  shareholders  of the
Corporation and until his successor is duly elected and qualified:

                                 James J. Viera

     Elections of Directors  need not be by written ballot unless the By-Laws of
the Corporation shall so provide.

                                  ARTICLE VIII

     In  furtherance  and not in limitation of the powers  conferred by statute,
the Board of Directors is expressly authorized to adopt, amend or repeal by-laws
of the  Corporation,  without  any action on the part of the  stockholders.  The
by-laws  made  by the  directors  may be adopted,  amended  or  repealed  by the
stockholders.  Any specific provision in the by-laws regarding amendment thereof
shall be controlling.

                                   ARTICLE IX

     No  director  of  the  Corporation   shall  be  personally  liable  to  the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty by such director as a director;  provided, however, that this Article shall
not  eliminate or limit the  liability  of a director to the extent  provided by
applicable  law (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  General  Corporation  Law  of  Delaware  or  (iv)  for  any
transaction from which the director  derived an improper  personal  benefit.  No
amendment to or repeal of this Article  shall apply to or have any effect on the
liability or alleged  liability of any director of the  Corporation  for or with
respect  to any  acts or  omissions  of such  director  occurring  prior to such
amendment or repeal.

     IN WITNESS WHEREOF.  I have hereunto set my hand this 11th day of December,
1997


                                            /s/ Laura S. Carlson
                                            ------------------------------
                                            Laura S. Carlson, Incorporator

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