CERTIFICATE
      OF AMENDMENT






OF
      THE






CERTIFICATE
      OF INCORPORATION






OF




PRODUCT
      CONCEPTS OF AMERICA, INC.




__________________________________________




Pursuant
      to Section 241 of the General




Corporation
      Law of the State of Delaware




__________________________________________




Product
      Concepts of America, Inc., a Delaware corporation (hereinafter called the
“Corporation”), does hereby certify as follows:


FIRST:
      Article 1 of the Corporation’s Certificate of Incorporation is hereby
      amended to read in its entirety as set forth below:




1.  Name .
      The
      name of the corporation is “Portrait Corporation of America, Inc.” (the
“Corporation”).




SECOND:
      The Corporation has not received payment for any of its stock.





THIRD:
      The above amendment has
      been adopted in accordance with Section 241 of the General Corporation Law
      of
      the State of Delaware.












IN
      WITNESS WHEREOF, Product Concepts of America, Inc. has caused this Certificate
      to be duly executed in its corporate name this 1st day of July,
      2004.




PRODUCT
      CONCEPTS OF AMERICA, INC.




By: /s/
      Barry J. Feld _______________


Name:
      Barry J. Feld


Title:
      President





CERTIFICATE
      OF INCORPORATION




of




**PRODUCT
      CONCEPTS OF AMERICA, INC.**




The
      undersigned incorporator, in order to form a corporation under the General
      Corporation Law of the State of Delaware (the “General Corporation Law”),
      certifies as follows:


1.  Name .
      The
      name of the corporation is “Product Concepts of America, Inc.” (the
“Corporation”).


2.  Address; Registered Office
      and Agent .
      The
      address of the Corporation’s registered office is Corporation Trust Center, 1209
      Orange Street, City of Wilmington, County of New Castle, State of Delaware;
      and
      the name of its registered agent at such address is The Corporation Trust
      Company.


3.  Purposes .
      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.


4.  Capital
      Stock .


4.1  The
      total number of shares of all classes of stock that the Corporation shall have
      authority to issue is: 6,000,000 shares, divided into 5,900,000 shares of Common
      Stock, par value of $.01 per share (the “Common Stock”), and 100,000 shares of
      Preferred Stock, par value of $.01 per share (the “Preferred
      Stock”).


4.2  The
      Board of Directors of the Corporation (the “Board”) is hereby expressly
      authorized, by resolution or resolutions thereof, to provide, out of the
      unissued shares of Preferred Stock, for series of Preferred Stock and, with
      respect to each such series, to fix the number of shares constituting such
      series and the designation of such series, the voting powers (if any) of the
      shares of such series, and the preferences and relative, participating, optional
      or other special rights, if any, and any qualifications, limitations or
      restrictions thereof, of the shares of such series. The powers, preferences
      and
      relative, participating, optional and other special rights of each series of
      Preferred Stock, and the qualifications, limitations or restrictions thereof,
      if
      any, may differ from those of any and all other series at any time
      outstanding.





4.3  Except
      as may otherwise be provided in this Certificate of Incorporation (including
      any
      certificate filed with the Secretary of State of the State of Delaware
      establishing the terms of a series of Preferred Stock in accordance with
      Section 4.2) or by applicable law, each holder of Common Stock, as such,
      shall be entitled to one vote for each share of Common Stock held of record
      by
      such holder on all matters on which stockholders generally are entitled to
      vote,
      and no holder of any series of Preferred Stock, as such, shall be entitled
      to
      any voting powers in respect thereof.


4.4  Subject
      to applicable law and the rights, if any, of the holders of any outstanding
      series of Preferred Stock, dividends may be declared and paid on the Common
      Stock at such times and in such amounts as the Board in its discretion shall
      determine.


4.5  Upon the
      dissolution, liquidation or winding up of the Corporation, subject to the
      rights, if any, of the holders of any outstanding series of Preferred Stock,
      the
      holders of the Common Stock shall be entitled to receive the assets of the
      Corporation available for distribution to its stockholders ratably in proportion
      to the number of shares held by them.





5.  Name and Mailing
      Address of Incorporator .
      The
      name and mailing address of the incorporator are: Jeffrey S. Hellman, c/o Paul,
      Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas,
      New York, New York 10019-6064.


6.  Election of Directors .
      Unless
      and except to the extent that the By-laws of the Corporation (the “By-laws”)
      shall so require, the election of directors of the Corporation need not be
      by
      written ballot.


7.  Limitation
      of Liability .
      To the
      fullest extent permitted under the General Corporation Law, as amended from
      time
      to time, no director of the Corporation shall be personally liable to the
      Corporation or its stockholders for monetary damages for breach of fiduciary
      duty as a director.


Any
      amendment, repeal or modification of the foregoing provision shall not adversely
      affect any right or protection of a director of the Corporation hereunder in
      respect of any act or omission occurring prior to the time of such amendment,
      repeal or modification.


8.  Indemnification .


8.1  Right
      to Indemnification .
      The
      Corporation shall indemnify and hold harmless, to the fullest extent permitted
      by applicable law as it presently exists or may hereafter be amended, any person
      (a “Covered Person”) who was or is made or is threatened to be made a party or
      is otherwise involved in any action, suit or proceeding, whether civil,
      criminal, administrative or investigative (a “Proceeding”), by reason of the
      fact that he or she, or a person for whom he or she is the legal representative,
      is or was a director or officer of the Corporation or, while a director or
      officer of the Corporation, 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, enterprise or nonprofit entity (an “Other
      Entity”), including service with respect to employee benefit plans, against all
      liability and loss suffered and expenses (including attorneys’ fees) reasonably
      incurred by such Covered Person. Notwithstanding the preceding sentence, except
      as otherwise provided in Section 8.3, the Corporation shall be required to
      indemnify a Covered Person in connection with a Proceeding (or part thereof)
      commenced by such Covered Person only if the commencement of such Proceeding
      (or
      part thereof) by the Covered Person was authorized by the Board.





8.2  Prepayment
      of Expenses .
      The
      Corporation shall pay the expenses (including attorneys’ fees) incurred by a
      Covered Person in defending any Proceeding in advance of its final disposition, provided , however ,
      that,
      to the extent required by applicable law, such payment of expenses in advance
      of
      the final disposition of the Proceeding shall be made only upon receipt of
      an
      undertaking by the Covered Person to repay all amounts advanced if it should
      be
      ultimately determined that the Covered Person is not entitled to be indemnified
      under this Article 8 or otherwise.


8.3  Claims .
      If a
      claim for indemnification or advancement of expenses under this Article 8 is
      not
      paid in full within 30 days after a written claim therefor by the Covered Person
      has been received by the Corporation, the Covered Person may file suit to
      recover the unpaid amount of such claim and, if successful in whole or in part,
      shall be entitled to be paid the expense of prosecuting such claim. In any
      such
      action the Corporation shall have the burden of proving that the Covered Person
      is not entitled to the requested indemnification or advancement of expenses
      under applicable law.





8.4  Nonexclusivity
      of Rights .
      The
      rights conferred on any Covered Person by this Article 8 shall not be exclusive
      of any other rights that such Covered Person may have or hereafter acquire
      under
      any statute, provision of this Certificate of Incorporation, the By-laws,
      agreement, vote of stockholders or disinterested directors or
      otherwise.


8.5  Other
      Sources .
      The
      Corporation’s obligation, if any, to indemnify or to advance expenses to any
      Covered Person who was or is serving at its request as a director, officer,
      employee or agent of an Other Entity shall be reduced by any amount such Covered
      Person may collect as indemnification or advancement of expenses from such
      Other
      Entity.


8.6  Amendment
      or Repeal .
      Any
      repeal or modification of the foregoing provisions of this Article 8 shall
      not
      adversely affect any right or protection hereunder of any Covered Person in
      respect of any act or omission occurring prior to the time of such repeal or
      modification.


8.7  Other
      Indemnification and Prepayment of Expenses .
      This
      Article 8 shall not limit the right of the Corporation, to the extent and in
      the
      manner permitted by applicable law, to indemnify and to advance expenses to
      persons other than Covered Persons when and as authorized by appropriate
      corporate action.


9.  Adoption, Amendment and/or Repeal of By-Laws .
      In
      furtherance and not in limitation of the powers conferred by the laws of the
      State of Delaware, the Board is expressly authorized to make, alter and repeal
      the By-laws, subject to the power of the stockholders of the Corporation to
      alter or repeal any By-law whether adopted by them or otherwise.





10.  Powers
      of Incorporator .
      The
      powers of the incorporator are to terminate upon the filing of this Certificate
      of Incorporation with the Secretary of State of the State of Delaware. The
      name
      and mailing address of the person who is to serve as the initial director of
      the
      Corporation, or until his successor is duly elected and qualified,
      is:


Barry
      J.
      Feld


815
      Matthews - Mint Hill Road


Matthews,
      North Carolina 28105





11.  Certificate
      Amendments .
      The
      Corporation reserves the right at any time, and from time to time, to amend,
      alter, change or repeal any provision contained in this Certificate of
      Incorporation, 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 now or
      hereafter prescribed by applicable law; and all rights, preferences and
      privileges of whatsoever nature conferred upon stockholders, directors or any
      other persons whomsoever by and pursuant to this Certificate of Incorporation
      in
      its present form or as hereafter amended are granted subject to the rights
      reserved in this article.


WITNESS
      the signature of this Certificate of Incorporation this 28th day of June,
      2004.


/s/
      Jeffrey S. Hellman


Jeffrey
      S. Hellman