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                         CERTIFICATE OF INCORPORATION

                                      OF

                        KALEIDOSCOPE MEDIA GROUP, INC.



         The undersigned, being of legal age, in order to form a corporation
under and pursuant to the laws of the State of Delaware, does hereby set forth
as follows:

         FIRST: The name of the corporation is Kaleidoscope Media Group, Inc.

         SECOND: The address of the initial registered and principal office of
the Corporation in this state is c/o United Corporate Services, Inc., 15 East
North Street, in the City of Dover, County of Kent, State of Delaware 19901
and the name of the registered agent at said address is United Corporate
Services, Inc.

         THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the corporation laws
of the State of Delaware.

         FOURTH: (a) The corporation shall be authorized to issue the
following shares:

                  Class                 Number of Shares            Par Value
                  -----                 ----------------            ---------
                  Common Stock          100,000,000                  $.001
                  Preferred Stock        15,000,000                  $.001


         (b) The  Board of  Directors  is hereby  empowered  to  authorize  by
resolution  or  resolutions  from  time to time  the  issuance  of one or more
classes or series of  Preferred  Stock and to fix the voting  powers,  full or
limited or no voting powers,  and such designations,  powers,  preferences and
relative,   participating,   optional  or  other  rights,   if  any,  and  the
qualifications,  limitations or restrictions  thereof, if any, with respect to
each such class or series of Preferred Stock (including,  without  limitation,
liquidation  preferences,  dividend  rates,  conversion  rights and redemption
provisions),  and the number of shares constituting each such class or series,
and to increase  or decrease  the number of shares of any such class or series
to the extent permitted by the Delaware General Corporation Law.

         FIFTH: The name and address of the incorporator are as follows:
Michael D. DiGiovanna, Parker Duryee Rosoff & Haft, 529 Fifth Avenue, 8th
Floor, New York, New York 10017.

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         SIXTH: a) The Corporation shall, to the full extent permitted by
Section 145 of the Delaware General Corporation law, as amended, from time to
time, indemnify all persons whom it may indemnify pursuant thereto.

                b) No director shall be liable to the corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
director, except with respect to (1) a breach of the director's duty of
loyalty to the corporation or its stockholders, (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) liability under Section 174 of the Delaware General Corporation Law
or (4) a transaction from which the director derived an improper personal
benefit, it being the intention of the foregoing provision to eliminate the
liability of the corporation's directors to the corporation or its
stockholders to the fullest extent permitted by Section 102(b)(7) of the
Delaware General Corporation Law, as amended from time to time. The
corporation shall indemnify to the fullest extent permitted by Sections
102(b)(7) of the Delaware General Corporation Law, as amended from time to
time, each person that such Sections grant the corporation the power to
indemnify.

                c) Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to such amendment),
against all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that, except as provided in paragraph d) hereof, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Paragraph SIXTH shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in

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his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified under this
Paragraph SIXTH or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors
and officers.

                d) If a claim under sub-paragraph (c) of this Paragraph SIXTH
is not paid in full by the Corporation within thirty (30) days after a written
claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law
for the Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual determination
by the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such applicable
standard or conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.

                e) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition
conferred in this Paragraph SIXTH shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, by-laws, agreement, vote of stockholders or
disinterested directors or otherwise.

                f) The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability
or loss under the Delaware General Corporation Law.



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                g) The Corporation's obligation, if any, to indemnify any
person who was or is serving as a director, officer, employee, or agent of any
direct or indirect subsidiary of the Corporation or, at the request of the
Corporation, of any other corporation or of a partnership, joint venture,
trust, or other enterprise shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust or other enterprise.

                h) Any repeal or modification of the foregoing provisions of
this Paragraph SIXTH shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to
the time of such repeal or modification.

                i) Each person who serves as a director of the Corporation
while this Paragraph SIXTH is in effect shall be deemed to be doing so in
reliance on the provisions of this Paragraph SIXTH, and neither the amendment
or repeal of this Paragraph SIXTH, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Paragraph SIXTH, shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for, arising out of, based upon, or in connection
with any acts or omissions of such director occurring prior to such amendment,
repeal, or adoption of an inconsistent provision. The provisions of this
Paragraph SIXTH are cumulative and shall be in addition to and independent of
any and all other limitations on or eliminations of the liabilities of
directors of the Corporation, as such, whether such limitations or
eliminations arise under or are created by any law, rule, regulation, by-law,
agreement, vote of stockholders or disinterested directors, or otherwise.

         SEVENTH: 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 of 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 directs. If a
majority in number representing three-fourths (3/4) 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
and to any reorganization of this corporation as consequence 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.


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         EIGHTH: 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 law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.

         NINTH: The Board of Directors is authorized to adopt, amend, or
repeal the by-laws of the Corporation except as and to the extent provided in
the by-laws.


         IN WITNESS WHEREOF, the undersigned hereby executes this document and
affirms that the  statements  set forth herein are true under the penalties of
perjury this 14th day of November, 1997.



                                          /s/ Michael D. DiGiovanna
                                          ------------------------------------
                                          Michael D. DiGiovanna, Incorporator




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