EXHIBIT (3)(I)

                          CERTIFICATE OF INCORPORATION
                                       OF
                           GALWAY CAPITAL CORPORATION

1. The name of the Corporation is:

                           GALWAY CAPITAL CORPORATION

2. The duration of the Corporation is perpetual.

3. The address of the registered office in the State of Delaware is No. 1102
West Street, in the City of Wilmington, County of New Castle. The name of its
registered agent at such address is The Colonial Charter Company.

4. The purposes for which the Corporation is organized are:
To engage, without limitation, in any lawful activity for which corporations may
be organized under the General Law of Delaware.

   (a)      To engage, without limitation, in any lawful activity for
            which corporations may be organized under the General Law of
            Delaware.

   (b)      To do such acts in pursuit of its general purposes as are not
            forbidden by the laws of the State of Delaware, as now in
            force or hereafter may be in force.

5. The maximum number of shares which the Corporation shall have the authority
to issue is:

   (a)      50,000,000 (Fifty Million) Shares of Common Stock having a value of
            $.001 per share; and

   (b)      1,000,000 (One Million) Shares of Preferred Stock having a par
            value of $.01 per share, such Preferred Stock being issuable
            in one of more series as hereafter provided.

         No holder of any class of stock of the Corporation shall be entitled as
of right to purchase or subscribe for any part of any class of stock of the
Corporation now authorized or hereafter authorized by any amendment of the
Certificate of Incorporation, or of any bonds, debentures, or other securities
convertible into or evidencing rights to purchase or subscribe for any stock of
the Corporation; and any stock now authorized or any such additional authorized
issue of any stock or any securities convertible into or evidencing rights to
purchase or subscribe for stock may be issued and disposed of by the Board of
Directors to such firms, persons, corporations or associations for such
consideration and upon such terms and in such manner as the Board of Directors
may in its discretion determine without offering any thereof on the same terms,
or on any terms, to the shareholders, or to any class of shareholders.


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         The preferences, restrictions and qualifications applicable to the
Common Stock and the Preferred Stock are as follows:

                              PART A - COMMON STOCK

         Each holder of Common Stock shall be entitled to one vote for each
share of such stock standing in his name on the books of the Corporation.

         After the payment or declaration and setting aside for payment of the
full cumulative dividends for all prior and then current dividend periods on all
outstanding shares of Preferred Stock and after setting aside all stock purchase
funds or sinking funds heretofore required to be set aside with respect to the
Preferred Stock, dividends on the Common Stock may be declared and paid, but
only when and as determined by the Board of Directors.

         On any dissolution, liquidation or winding up of the Corporation, after
there shall have been paid to or set aside for the holders of all outstanding
shares of Preferred Stock the full preferential amount to which they are
respectively entitled to receive, pro rata in accordance with the number of
shares of each class outstanding, all the remaining assets of the Corporation
will be available for distribution to its shareholders.

         The holders of Common Stock will have no redemption or conversion
rights.

                            PART B - PREFERRED STOCK

         The Board of Directors is expressly vested with the authority to divide
any or all of the Preferred Stock into series and to fix and determine the
relative rights and preferences of the shares of each series so established,
provided, however, that the rights and preferences of the various series may
vary only with respect to:

   (a)   the rate of dividend;

   (b)   whether the shares may be called and, if so, the call price
         and the terms and conditions of call;

   (c)   the amount payable upon the shares in the event of voluntary and
         involuntary liquidation;

   (d)   sinking fund provisions, if any, for the call or redemption of the
         shares;

   (e)   the terms and conditions, if any, on which the shares may be converted;

   (f)   voting rights; and

   (g)   whether the shares will be cumulative, noncumulative or
         partially cumulative as to dividends and the dates from which
         any cumulative dividends are to accumulate.



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         The Board of Directors shall exercise the foregoing authority by
adopting a resolution setting forth the designation of each series and the
number of shares therein, and fixing and determining the relative rights and
preferences thereof. The Board of Directors may make any change in the
designations, terms, limitations or relative rights or preferences of any series
in the same manner, so long as no shares of such series are outstanding at such
time.

         Within the limits and restrictions, if any, stated in any resolution of
the Board of Directors originally fixing the number of shares constituting any
series, the Board of Directors is authorized to increase or decrease (but not
below the number of shares of such series then outstanding) the number of shares
of any series subsequent to the issue of shares of such series. In case the
number of shares of any series shall be so decreased, the share 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.

6. The Corporation will not commence business until consideration of One
Thousand Dollars ($1,000.00) has been received for the issuance of shares.

7. The shareholders of the Corporation may take any action which they are
required or permitted to take without a meeting on written consent, setting
forth the action so taken, signed by all of the persons or entities entitled to
vote thereon.

8. A. Any Business Combination Transaction (as defined in Section 8.B(3) below)
shall require the affirmative vote of the holders of at least 80% of the voting
power of all of the shares of capital stock of the Corporation then entitled to
vote generally in the election of directors, voting together as a single class.
Such affirmative vote shall be required, notwithstanding the fact that no vote
may be required, or that a lesser percentage may be specified, by law or in any
agreement with any national securities exchange or otherwise.

   B.   For the purposes of this Paragraph 8:

        (1)      "Affiliate" or "Associate" shall have the respective
                 meanings ascribed to such terms in Rule 12b-2 of the
                 General Rules and Regulations under the Securities
                 Exchange Act of 1934, as amended (the "Exchange
                 Act"), as in effect on December 31, 1985.

        (2)      "Beneficial owner" shall have the meaning ascribed to
                 such terms in Rule 13d-3 of the General Rules and
                 Regulations under the Exchange Act, as in effect on
                 December 31, 1985.

        (3) "Business Combination Transaction" shall mean:

                 (a)      any merger or consolidation of the
                          Corporation or any Subsidiary with (i) an
                          Interested Stockholder or (ii) any other
                          Person (whether or not itself an Interested
                          Stockholder) which is, or after such merger
                          or consolidation would be, an Affiliate or
                          Associate of an Interested Stockholder; or

                 (b)      any sale, lease, exchange, mortgage, pledge,
                          transfer or other disposition (in one
                          transaction or a series of transactions) to
                          or with, or proposed by or on behalf of, an
                          Interested Stockholder or an Affiliate or
                          Associate of an Interested Stockholder, of
                          any assets of



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                          the Corporation or any Subsidiary
                          constituting not less than 5% of the total
                          assets of the Corporation as reported in the
                          consolidation balance sheet of the
                          Corporation as of the end of the most recent
                          quarter with respect to which such balance
                          sheet has been prepared; or

                 (c)      the issuance or transfer by the Corporation or any
                          Subsidiary (in one transaction or a series of
                          transactions) of any securities of the Corporation or
                          any Subsidiary to, or proposed by or on behalf of an
                          Interested Stockholder or an Affiliate or Associate of
                          an Interested Stockholder in exchange for cash,
                          securities or other property (or a combination
                          thereof) constituting not less than 5% of the total
                          assets of the Corporation as reported in the
                          consolidated balance sheet of the Corporation as of
                          the end of the most recent quarter with respect to
                          which such balance sheet has been prepared; or

                 (d)      the adoption of any plan or proposal for the
                          liquidation or dissolution of the
                          Corporation, or any spin-off or split-up of
                          any kind of the Corporation or any
                          Subsidiary, proposed by or on behalf of an
                          Interested Stockholder or an Affiliate or
                          Associate of an Interested Stockholder; or


                 (e)      any reclassification of securities (including any
                          reverse stock split), or recapitalization of the
                          Corporation, or any merger or consolidation of the
                          Corporation with any Subsidiary or any other
                          transaction (whether or not with or into or otherwise
                          involving an Interested Stockholder) which has the
                          effect, directly or indirectly, of increasing the
                          percentage of the outstanding shares of (i) any class
                          of equity securities of the Corporation or any
                          Subsidiary or (ii) any class of securities of the
                          Corporation or any Subsidiary convertible into equity
                          securities of the Corporation or any Subsidiary,
                          represented by securities of such class which are
                          directly or indirectly owned by an Interested
                          Stockholder and all of its Affiliates and Associates.

        (4)      "Continuing Director" means (a) any member of the Board of
                 Directors of the Corporation who (i) is neither the Interested
                 Stockholder involved in the Business Combination Transaction as
                 to which a vote of Continuing Directors is provided hereunder,
                 nor an Affiliate, Associate, employee, agent, or nominee of
                 such Interested Stockholder, or the relative of any of the
                 foregoing, and (ii) was a member of the Board of Directors of
                 the Corporation prior to the time that such Interested
                 Stockholder became an Interested Stockholder, and (b) any
                 successor of a Continuing Director described in clause (a) who
                 is recommended or elected to succeed a Continuing Director by
                 the affirmative vote of a majority of Continuing Directors then
                 on the Board of Directors of the Corporation.




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<PAGE>

        (5)      "Fair Market Value" means: (a) in the case of stock, the
                 highest closing sale price during the 30-day period immediately
                 preceding the date in question of a share of such stock on the
                 Composite Tape, on the New York Stock Exchange-Listed Stocks,
                 or, if such stock is not reported on the Composite Tape, on the
                 New York Stock Exchange, or, if such stock is not listed on
                 such Exchange, in the principal United States securities
                 exchange registered under the Exchange Act on which such stock
                 is listed, or, if such stock is not listed on any such
                 exchange, the highest closing bid quotation with respect to a
                 share of such stock during the 30-day period preceding the date
                 in question on the National Association of Securities Dealers,
                 Inc. Automated Quotations System or any similar interdealer
                 quotation system then in use, or, if no such quotation is
                 available, the fair market value on the date in question of a
                 share of such stock as determined by a majority of the
                 Continuing Directors in good faith; and (b) in the case of
                 property other than cash or stock, the fair market value of
                 such property on the date in question as determined by a
                 majority of the Continuing Directors in good faith.

        (6)      "Interested Stockholder" shall mean any Person (other than
                 the Corporation or any Subsidiary, any employee benefit plan
                 maintained by the Corporation or any Subsidiary or any trustee
                 or fiduciary with respect to any such plan when acting in such
                 capacity) who or which:

                 (a)      is or was at any time within the two-year
                          period immediately prior to the date in
                          question, the Beneficial Owner, directly or
                          indirectly, or 10% or more of the voting
                          power of the then outstanding Voting Stock
                          of the Corporation; or

                 (b)      is an Affiliate of the Corporation and at
                          any time within the two-year period
                          immediately prior to the date in question
                          was the Beneficial Owner, directly or
                          indirectly, of 10% of more of the voting
                          power of the outstanding Voting Stock of the
                          Corporation; or

                 (c)      is an assignee of, or has otherwise
                          succeeded to, any shares of Voting Stock of
                          the Corporation of which an interested
                          Stockholder was the Beneficial Owner,
                          directly or indirectly, at any time within
                          the two-year period immediately prior to the
                          date in question, if such assignment or
                          succession shall have occurred in the course
                          of a transaction, or series of transactions,
                          not involving a public offering within the
                          meaning of the Securities Act of 1933, as
                          amended.

         For the purpose of determining whether a Person is an Interested
Stockholder, the outstanding Voting Stock of the Corporation shall include
unissued shares of Voting Stock of the Corporation of which the Interested
Stockholder is the Beneficial Owner but shall not include any other shares of
Voting Stock of the Corporation which may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise, to any Person who is not the Interested Stockholder.


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        (7)      A "Person" means any individual, partnership, firm,
                 corporation, association, trust, unincorporated organization or
                 other entity, as well as any syndicate or group deemed to be a
                 person pursuant to Section 14(d)(2) of the Exchange Act.

        (8)      "Subsidiary" means any corporation of which the Corporation
                 owns, directly or indirectly, (a) a majority of the outstanding
                 shares of equity securities of such corporation, or (b) shares
                 having a majority of the voting power represented by all of the
                 outstanding Voting Stock of such corporation. For the purpose
                 of determining whether a corporation is a Subsidiary, the
                 outstanding Voting Stock and shares of equity securities
                 thereof shall include unissued shares of which the Corporation
                 is the Beneficial Owner but, except for the purposes of
                 Paragraph 8.B(6), shall not include any other shares which may
                 be issuable pursuant to any agreement, arrangement or
                 understanding, or upon the exercise of conversion rights,
                 warrants or options, or otherwise, to any Person who is not the
                 Corporation.

        (9)      "Voting Stock" shall mean outstanding shares of capital
                 stock of the relevant corporation entitled to vote generally in
                 the election of directors.

C.      The provisions of Paragraph 8.A shall not be applicable to any
        particular Business Combination Transaction, and such Business
        Combination Transaction shall require only such affirmative vote of the
        stockholders, if the conditions specified in either of the following
        paragraphs (1) and (2) are met:

        (1)      The Business Combination Transaction shall have been
                 approved by the affirmative vote of a majority of the
                 Continuing Directors, even if the Continuing Directors do not
                 constitute a quorum of the entire Board of Directors.

        (2)      All of the following conditions shall have been met:

                 a) With respect to each share of each class of outstanding
                 Voting Stock of the Corporation (including Common Stock), the
                 holder thereof shall be entitled to receive on or before the
                 date of the consummation of the Business Combination
                 Transaction (the "Consummation Date"), cash and consideration,
                 in the form specified in Paragraph 8.C(2)(b) hereof, with an
                 aggregate Fair Market Value as of the Consummation Date at
                 least equal to the highest of the following:

                    (i)  the highest per share price (including brokerage
                         commissions, transfer taxes and the soliciting dealers'
                         fees) paid by the Interested Stockholder to which the
                         Business Combination Transaction relates, or by any
                         Affiliate or Associate of such Interested Stockholder,
                         for any shares of such class of Voting Stock acquired
                         by it (x) within the two-year period immediately prior
                         to the first public announcement of the proposal of the
                         Business Combination Transaction (the "Announcement
                         Date") or (y) in the transaction in which it became an
                         Interested Stockholder, whichever is higher;



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                    (ii) the Fair Market Value per share of such class Voting
                         Stock of the Corporation on the Announcement Date; and

                    (iii)the highest preferential amount per share, if any, to
                         which the holders of shares of such class of Voting
                         Stock of the Corporation are entitled in the event of
                         any voluntary or involuntary liquidation, dissolution
                         or winding up of the Corporation.

                 (b) The consideration to be received by holders of a particular
                   class of outstanding Voting Stock of the Corporation
                   (including Common Stock) as described in Paragraph 8.C(2)(a)
                   hereof shall be in cash or, if the consideration previously
                   paid by or on behalf of the Interested Stockholder in
                   connection with its acquisition of beneficial ownership of
                   shares of such class of Voting Stock consisted, in whole or
                   in part, of consideration other than cash, then in the same
                   form as such consideration. If such payment for shares of any
                   class of Voting Stock of the Corporation has been made in
                   varying forms of consideration, the form of consideration for
                   such class of Voting Stock shall be either cash or the form
                   used to acquire the beneficial ownership of the largest
                   number of shares of such class of Voting Stock previously
                   acquired by the Interested Stockholder.

                 (c) After such Interested Stockholder has become an Interested
                   Stockholder and prior to the Consummation Date: (1) there
                   shall have been no failure to declare and pay at the regular
                   date therefor any full dividends (whether or not cumulative)
                   on the outstanding Preferred Stock of the Corporation, if
                   any, except as approved by the affirmative vote of a majority
                   of the Continuing Directors; (ii) there shall have been (x)
                   no reduction in the annual rate of dividends paid on the
                   Common Stock of the Corporation (except as necessary to
                   reflect any subdivision of the Common Stock), except as
                   approved by the affirmative vote of a majority of the
                   Continuing Directors, and (y) an increase in such annual rate
                   of dividends as necessary to reflect any reclassification
                   (including any reverse stock split), recapitalization,
                   reorganization or any similar transaction which has the
                   effect of reducing the number of outstanding shares of the
                   Common Stock, unless the failure so to increase such annual
                   rate is approved by the affirmative vote of a majority of the
                   Continuing Directors; and (iii) such Interested Stockholders
                   shall not have become the Beneficial Owner of any additional
                   shares of Voting Stock of the Corporation except as part of
                   the transaction which results in such Interested Stockholder
                   becoming an Interested Stockholder.


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                 (d) After such Interested Stockholder has become an Interested
                   Stockholder, neither such Interested Stockholder nor any
                   Affiliate or Associate thereof shall have received the
                   benefit, directly or indirectly (except proportionately as
                   shareholder of the Corporation), of any loans, advances,
                   guarantees, pledges or other financial assistance or any tax
                   credits or other tax advantages provided by the Corporation.

                 (e) A proxy or information statement describing the proposed
                   Business Combination Transaction and complying with the
                   requirements of the Exchange Act and the General Rules and
                   Regulations thereunder (or any subsequent provisions
                   replacing such Act, Rules or Regulations) shall be mailed to
                   the shareholders of the Corporation at least 30 days prior to
                   the Consummation Date (whether or not such proxy or
                   information statement is required to be mailed pursuant to
                   such Act or subsequent provisions thereof).

D.       A majority of the Continuing Directors shall have the power and duty to
         determine, on the basis of information known to them after reasonable
         inquiry, all facts necessary to determine compliance with this
         Paragraph 8, including without limitation, (1) whether a Person is an
         Interested Stockholder, (2) the number of shares of Voting Stock of the
         Corporation beneficially owned by any Person, (3) whether a Person is
         an Affiliate or Associate of another, (4) whether the requirements of
         Paragraph 8.C(2) have been met with respect to any Business Combination
         Transaction, and (5) whether the assets which are the subject of any
         Business Combination Transaction have, or the consideration to be
         received for the issuance or transfer of securities by the Corporation
         or any Subsidiary in any Business Combination Transaction constitutes
         not less than 5% of the total assets of the Corporation as reported in
         the consolidated balance sheet of the Corporation as of the end of the
         most recent quarter with respect to which determination of a majority
         of the Continuing Directors on such matters shall be conclusive and
         binding for all the purposes of this Paragraph 8.

E.       Nothing contained in this Paragraph shall be construed to relieve the
         members of the Board of Directors or an Interested Stockholder from any
         fiduciary obligation imposed by law. The fact that any Business
         Combination Transaction complies with the provisions of Paragraph 8.C
         shall not be construed to impose any fiduciary duty, obligation or
         responsibility on the Board of Directors, or any member thereof, to
         approve such Business Combination Transaction or recommend its adoption
         or approval to the shareholders of the Corporation, nor shall such
         compliance limit, prohibit or otherwise restrict in any manner the
         Board of Directors, or any member thereof, with respect to evaluations
         of or actions and responses taken with respect to such Business
         Combination Transactions.


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9. In the event the Board of Directors should consist of in excess of two
directors, the Board of Directors shall be divided into three classes as nearly
equal in number as possible. The initial terms of directors elected in 1988
shall expire as of the annual meeting of shareholders for the years indicated
below:

         Class I Directors................................................1991
         Class II Directors...............................................1990
         Class III Directors..............................................1989

Upon expiration of the initial terms specified for each class of directors,
their successors shall be elected for a three-year term. 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 an equality in number
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.

Any vacancies in the Board of Directors for any reason and any newly created
directorships resulting by reason of any increase in the number of directors
shall be filled by the Board of Directors, acting by a majority of the remaining
directors then in office, although less than a quorum, and any directors so
chosen shall hold office until the next election of the class for which such
directors have been chosen and until their successors are elected and qualified.

A written ballot shall not be required for the election of directors unless the
bylaws of the Corporation so provide.

10. A quorum of the Board of Directors of the Corporation shall consist of two
directors, but in the event that the Board should consist of in excess of six
directors, one-third of the directors in office shall constitute a quorum.

11. In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized:

        (a)      To adopt, amend or repeal the Bylaws of the Corporation by
                 vote of a majority of the members of the Board of Directors,
                 but any Bylaws adopted by the Board of Directors may be
                 amended or repealed by the shareholders of the Corporation;

        (b)      To distribute too the shareholders of the Corporation out of
                 capital surplus of the Corporation a portion of its assets, in
                 cash or property, subject to the requirements of law, and such
                 distribution is expressly permitted without the vote of the
                 shareholders;

        (c)      To cause the Corporation to make purchases of its shares,
                 directly or indirectly, to the extent of unreserved and
                 unrestricted earned surplus available therefor, without the
                 vote of the shareholders;


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        (d)      If at any time the Corporation has more than one class of
                 authorized or outstanding stock, to pay dividends in shares of
                 any class to the holders of shares of any class, without the
                 vote of the shareholders of the class in which the payment is
                 to be made; and

        (e)      To take any action which the Board of Directors is required or
                 permitted to take without a meeting or written consent,
                 setting forth the action so taken, signed by all of the
                 directors entitled to vote thereon.

12. In evaluating a Business Combination (as defined in Paragraph 8 above) or a
tender or exchange offer and other acquisition proposal, the Board of Directors
in determining what is in the best interest of the Corporation, may consider,
among others, the following factors:

        (a)      the financial aspects of the offer, the long-term interests of
                 the Corporation's shareholders, the present and historical
                 market value of the Corporation's shares and the premiums paid
                 in other relevant transactions, the liquidation value of the
                 Corporation's assets and component operations, the prospects
                 of the Corporation, and (to the extent estimable) its stock on
                 a going-concern basis over the subsequent several years;

        (b)      the prospects for obtaining and methods of achieving a better
                 offer, such as seeking other bids, pursuing negotiating
                 strategies (which may include defensive tactics), and partial
                 or total liquidation;

        (c)      the impact, if the offer is partial or two-tier, on the
                 remaining shareholders and on the prospects of the Corporation
                 in the event the offer is successful;

        (d)      the value and investment attributes of the noncash
                 consideration if the offer involves considerations other than
                 cash;

        (e)      the potential of the offer (if partial or two-tier), including
                 the offer or's competence, experience, integrity, management,
                 reputation and financial condition;

        (f)      legal and regulatory matters, or other considerations that
                 could impede or prevent the transaction's consummation;

        (g)      the effect of the transaction on the Corporation's (and its
                 Subsidiaries') customers, including policyholders, suppliers
                 and employees; and

        (h)      local community interests.

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13. The affirmative vote of the holders of at lest 80% of the voting power of
all of the shares of capital stock of the Corporation then entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend, alter, change or repeal, or adopt any provision or
provisions inconsistent with any provision of Paragraphs 8, 9, 12 or 13 hereof,
unless such amendment, alteration, change, re peal or adoption of any
inconsistent provision or provisions is declared advisable by the Board of
Directors by the affirmative vote of (A) two-thirds of the entire Board of
Directors and (b) a majority of the Continuing Directors (as defined in
Paragraph 8).

14. The name and mailing address of the incorporator is as follows:

               NAME                          MAILING ADDRESS
               ----                          ---------------

         Patrick C. Brooks                   1701 Altivo Way
                                             Los Angeles, CA  90026



         I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, 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 April, 1988.




                                                 Patrick C. Brooks, Incorporator




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                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                           GALWAY CAPITAL CORPORATION


         GALWAY CAPITAL CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation law of the State of Delaware, does
hereby certify as follows:

         FIRST: The first sentence of Paragraph 5 of the Certificate of
Incorporation of the Corporation, which sentence now reads, "The maximum number
of shares which the Corporation shall have the authority to issue is: (a)
50,000,000 (Fifty Million) Shares of Common Stock having value of $.001 per
share; and (b) 1,000,000 (One Million) Shares of Preferred Stock having a par
value of $.01 per share, such Preferred Stock being issuable in one or more
series as hereafter provided.", is amended to read in full as follows:

                  "5. Effective on the date upon which this Certificate of
         Amendment of Certificate of Incorporation is duly filed with the
         Secretary of State of the State of Delaware (the "Effective Date"),
         each share of the Common Stock, $.001 par value, authorized and
         outstanding on the Effective Date shall be combined, reconstituted, and
         converted by reverse stock split into one-tenth (1/10) share of Common
         Stock, $.01 per value. The Board of Directors is authorized to
         determine by resolution all matters reasonably required by, or
         ancillary to, said reverse stock split, including but not limited to
         the manner and terms upon which new share certificates shall be issued,
         certificates for existing share certificates shall be surrendered, and
         fractional shares (if any) shall be issued. Upon the occurrence of said
         reverse stock split, the maximum number of shares which the Corporation
         shall have the authority to issue is:

                 "(a) 5,000,000 (Five Million) Shares of Common Stock having a
         par value of $.01 per share; and

                 "(b) 1,000,000 (One Million) Shares of Preferred Stock having a
         par value of $.01 per share, such Preferred Stock being issuable in one
         or more series as hereinafter provided."

         SECOND:  The capital of the Corporation will not be reduced by reason
of the foregoing amendment.

         THIRD: The foregoing amendment was duly approved and adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware. The foregoing amendment was duly
approved and adopted by the unanimous written consent of the directors of the
Corporation pursuant to Section 141(f) of the General Corporation Law of the
State of Delaware. The foregoing amendment was thereupon duly approved and
adopted pursuant to Section 228 of the General Corporation Law of the State of
Delaware by the written consent of the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to approve and
adopt the foregoing amendment at a regular or special meeting of shareholders
entitled to vote thereon, said minimum number being a majority of the
outstanding shares of Common Stock. Notice of such written consent of
shareholders was thereupon promptly given to all persons entitled to receive
said notice (except such persons with whom communication is unlawful) in
accordance with said Section 228.


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<PAGE>




         IN WITNESS WHEREOF, on the 4th day of August, 1989, said GALWAY CAPITAL
CORPORATION has caused this Certificate to be signed by Patrick C. Brooks, its
President, and attested by Stephanie A. Brooks, its Secretary, both of whom
affirm and acknowledge, under penalties of perjury, that this Certificate is the
act and deed of the Corporation and that the facts stated herein are true.

                                      GALWAY CAPITAL CORPORATION

                                      By:  /s/ Patrick C. Brooks,
                                           ----------------------
                                           President

ATTEST:

/s/  Stephanie A. Brooks,
     --------------------
     Secretary








                                       -2-

<PAGE>



                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                           GALWAY CAPITAL CORPORATION


         GALWAY CAPITAL CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation law of the State of Delaware, does
hereby certify as follows:

         FIRST: Article "1." of the Certificate of Incorporation of this
corporation is amended
to read in full as follows:

                 "1.      The name of the corporation is TOWER BROADCAST, INC.

         SECOND: The capital of the corporation will not be reduced, increased,
or in any way affected by reason of the foregoing amendment.

         THIRD: The foregoing amendment was duly approved and adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware. Initially, the foregoing amendment was
duly approved and adopted by the unanimous written consent of the directors of
the corporation pursuant to Section 141(f) of the General Corporation Law of the
State of Delaware. Thereupon, the foregoing amendment was duly approved and
adopted pursuant to Section 228 of the General Corporation Law of the State of
Delaware by the written consent of the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to approve and
adopt the foregoing amendment at a regular or special meeting of shareholders
entitled to vote thereon, said minimum number being a majority of the
outstanding shares of Common Stock, par value $.0002 per share. Notice of such
written consent of shareholders was thereupon promptly given to all persons
entitled to receive said notice (except such persons with whom communication is
unlawful) in accordance with said Section 228.

         IN WITNESS WHEREOF, on this 18th day of August, 1993, said Galway
Capital Corporation has caused this Certificate to be signed by Patrick C.
Brooks, its President, and attested by Stephanie A. Brooks, its Secretary, both
of whom affirm and acknowledge, under penalties of perjury, that this
Certificate is the act and deed of the corporation and that the facts stated
herein are true.


                                     /s/  Patrick C. Brooks,
                                     -----------------------
                                          President

                                     /s/  Stephanie A. Brooks,
                                     -------------------------
                                     Secretary




                                       -1-

<PAGE>



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                  *************


         TOWER BROADCAST, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the Board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:

         RESOLVED, that the Certificate of Incorporation of TOWER BROADCAST,
         INC. be amended by changing Paragraph 5 thereof so that, as amended,
         said Paragraph shall be and read as follows:

                  "5.  The maximum number of shares which the Corporation shall
         have the authority to issue is:

                  (a) 50,000,000 (Fifty Million) Shares of Common Stock having a
         par value of $.01 per share; and

                  (b) 5,000,000 (Five Million) Shares of Preferred Stock having
         a par value of $.01 per share, such Preferred Stock being issuable in
         one or more series as hereinafter provided."

                  "Effective on the date upon which this Certificate of
         Amendment of Certificate of Incorporation is duly filed (the "Effective
         Date"), every four (4) shares of the Common Stock outstanding is
         reverse split into one (1) share of Common Stock. The Board of
         Directors is authorized to determine by resolution all matters
         reasonably required by, or ancillary to, said reverse stock split,
         including but not limited to the manner and terms upon which new share
         certificates shall be issued, certificates for existing share
         certificates shall be surrendered, and fractional shares (if any) shall
         be issued."

         SECOND: The capital of the Corporation will not be reduced by reason of
the foregoing amendment.

         THIRD: The foregoing amendment was duly approved and adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware. The foregoing amendment was duly
approved and adopted pursuant to Section 228 of the General Corporation Law of
the State of Delaware by the written consent of the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
approve and adopt the foregoing amendment at a regular or special meting of
shareholders entitled to vote thereon, said



                                       -1-

<PAGE>



minimum number being a majority of the outstanding shares of Common Stock.
Notice of such written consent of shareholders was then promptly given to all
persons entitled to receive said notice in accordance with said Section 228.

         IN WITNESS WHEREOF, on this 20th day of March, 1995, said TOWER
BROADCAST, INC. has caused this Certificate to be signed by Mark Di Salvo, its
President, and attested by its Secretary, Leah Di Salvo, both of whom affirm and
acknowledge under penalty of perjury, that this Certificate is the act and deed
of the Corporation and that the facts stated herein are true.

                                            TOWER BROADCAST, INC.

                                            BY:  /S/ Mark Di Salvo,
                                                 -----------------
                                                 President

ATTEST:

/s/ Leah Di Salvo,
------------------
Secretary




                                       -2-

<PAGE>



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              TOWER BROADCAST, INC.

         TOWER BROADCAST, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, does hereby
certify as follows:

         FIRST: Article "1." of the Certificate of Incorporation of this
corporation is amended to read as follows:

                  "1.      The name of the corporation is TENGTU INTERNATIONAL
        CORP."

         SECOND: The capital of the corporation will not be reduced, increased,
or in any way affected by reason of the foregoing amendment.

         THIRD: The foregoing amendment was duly approved and adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware. Thereupon, the foregoing amendment was
duly approved and adopted pursuant to Section 228 of the General Corporation Law
of the State of Delaware by the written consent of the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to approve the adopt the amendment at a regular or special meeting of
shareholders entitled to vote thereon, said minimum number being a majority of
the outstanding shares of common stock, par value $.01 per share. Notice of such
written consent was thereupon promptly given to all persons entitled to receive
said notice in accordance with Section 228.

         IN WITNESS WHEREOF, on this 24th day of May, 1996, said TOWER
BROADCAST, INC. has caused this Certificate to be signed by Mark Di Salvo, its
President, and attested by its Secretary, Leah Di Salvo, both of whom affirm and
acknowledge under penalty of perjury, that this Certificate is the act and deed
of this Corporation and that the fact stated herein are true.

                                                     TOWER BROADCAST, INC.

                                                     By:  /s/  Mark Di Salvo
                                                          ------------------

ATTEST:

/s/  Leah Di Salvo
------------------



                                       -1-

<PAGE>



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                           TENGTU INTERNATIONAL CORP.


         TENGTU INTERNATIONAL CORP., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, does
hereby certify as follows:

         FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the Board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:

         RESOLVED, that the Certificate of Incorporation of TENGTU International
         Corp. by amended by changing Paragraph 5 to read as follows:

               "5. The maximum number of shares which the Corporation shall have
         the authority to issue is:

               (a) 100,000,000 (One Hundred Million) Shares of Common Stock
         having a par value of $.01 per share; and

               (b) 10,000,000 (Ten Million) Shares of Preferred Stock, having a
         par value of $.01 per share, being issuable in one or more series as
         hereinafter provided."

               "Effective on the date upon which this Certificate of Amendment
         of Certificate of Incorporation is duly filed (the "Effective Date),
         every two (2) shares of the Common Stock outstanding is reverse split
         into one (1) share of Common Stock. The Board of Directors is
         authorized to determine by resolution all matters reasonably required
         by, or ancillary to, said reverse stock split, including but no limited
         to the manner and terms upon which new share certificates shall be
         issued, certificates for existing shares certificates shall be
         surrendered, and fractional shares (if any) shall be issued."

         SECOND: The capital of the corporation will not be reduced, increased,
or in any way affected by reason of the foregoing amendment.

         THIRD: The foregoing amendment was duly approved and adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware. Thereupon, the foregoing amendment was
duly approved and adopted pursuant to Section 228 of the General Corporation Law
of the State of Delaware by the written consent of the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to approve and adopt the amendment at a regular or special meeting of
shareholders entitled to vote



                                       -1-

<PAGE>



thereon, said minimum number being a majority of the outstanding shares of
common stock, par value $.01 per share. Notice of such written consent was
thereupon promptly given to all persons entitled to receive said notice in
accordance with Section 228.

         IN WITNESS WHEREOF, on this 29th day of May, 1996, said TENGTU
INTERNATIONAL CORP. has caused this Certificate to be signed by Mark Di Salvo,
its President, and attested by its Secretary, Leah Di Salvo, both of whom affirm
and acknowledge under penalty of perjury, that this Certificate is the act and
deed of this Corporation and that the facts stated herein are true.

                                                     TENGTU INTERNATIONAL CORP.

                                                     By:  /s/ Mark Di Salvo
                                                          -----------------

ATTEST:

/s/  Leah Di Salvo
------------------




                                       -2-

<PAGE>



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                           TENGTU INTERNATIONAL CORP.




         WE, Pak Cheung, Chairman, and Gerald A. Eppner, Assistant Secretary of
Tengtu International Corp., a corporation existing under the laws of the State
of Delaware, do hereby certify as follows:

         FIRST: That the name of the Corporation (hereinafter called the
"Corporation") is Tengtu International Corp.

         SECOND: That the Certificate of Incorporation of the Corporation has
been amended as follows:

         By striking out the whole of Paragraphs 7 and 9 of the Certificate of
Incorporation.

         THIRD: That such amendment has been duly adopted in accordance with the
provisions of the General Corporation Law of the State of Delaware by the
majority of all the stockholders entitled to vote in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, we have signed this Certificate this 2nd day of
April, 1997.

                                                     /s/ Pak Cheung
                                                     --------------

ATTEST:

/s/ Gerald A. Eppner,
---------------------
Assistant Secretary




                                       -1-