CERTIFICATE OF INCORPORATION

                                       OF

                              BAB (DELAWARE), INC.

      I the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby execute this Certificate of Incorporation and do hereby certify as
follows:

                                    ARTICLE I

      The name of the Corporation is BAB (Delaware), Inc. (the "Corporation").

                                   ARTICLE II

      The address of the registered office of the Corporation in the State of
Delaware is 15 East North Street, in the City of Dover, County of Kent. The name
of the Corporation's registered agent at that address is Incorporating Services,
Ltd.

                                   ARTICLE III

      The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware as set forth in Title 8 of the Delaware Code (the "DGCL").

                                   ARTICLE IV

      The total number of shares of stock which the Corporation shall have
authority to issue is 50,000,000 shares of common stock, each having a par value
of $0.001, and 10,000,000 shares of preferred stock, each having a par value of
$0.001. The Board of Directors of the Corporation is

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expressly authorized to provide for the issuance of all or any shares of the
preferred stock in one or more classes or series, and to fix for each such class
or series such voting powers, full or limited, or no voting powers, and such
distinctive 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 of the Corporation providing for the issuance
of such class or series and as may be permitted by the DGCL, including, without
limitation, the authority to provide that any such class or series may be (i)
subject to redemption at such time or times and at such price or prices; (ii)
entitled to receive dividends (which may be cumulative or non-cumulative) at
such rates, on such conditions, and at such times, and payable in preference to,
or in such relation to, the dividends payable on any other class or classes or
any other series; (iii) entitled to such rights upon the dissolution of, or upon
any distribution of the assets of, the Corporation; (iv) convertible into, or
exchangeable for, shares of any other class or classes of stock of the
Corporation at such price or prices or at such rates of exchange and with such
adjustments; and/or (v) entitled to voting rights, including extraordinary or
limited voting rights; all as may be stated in such resolution or resolutions of
the Board of Directors.

                                    ARTICLE V

         The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

         (1) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors of the Corporation.

         (2) The directors of the Corporation shall have concurrent power with
the stockholders of the Corporation to make, alter, amend, change, add to or
repeal the By-Laws of the Corporation.

         (3) The number of directors of the Corporation  shall be as from time
to time fixed by, or in


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the manner provided in, the By-Laws of the Corporation. Election of directors of
the Corporation need not be by written ballot unless the By-Laws of the
Corporation so provide. A director may be removed, at any time, either with our
without cause, by the affirmative vote of holders of a majority of the voting
power of shares of stock then entitled to vote with respect to the election of
such director.

         (4) No director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (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) pursuant to Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit.
Any repeal or modification of this Article V shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification with respect to acts or omissions occurring prior to
such repeal or modification.

         (5) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors of the Corporation are hereby
empowered to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, subject, nevertheless, to the provisions
of the DGCL, this Certificate of Incorporation, and any By-Laws adopted by the
stockholders of the Corporation; PROVIDED, HOWEVER, that no By-Laws hereafter
adopted by the stockholders shall invalidate any prior act of the directors of
the Corporation which would have been valid if such By-Laws had not been
adopted.

         (6) Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting of
the stockholders of the Corporation.

         (7) Unless otherwise required by law, special meetings of the
stockholders of the Corporation, for any purpose or purposes, may be called by
either (i) the Chairman of the Board of Directors of the Corporation, (ii) the
Chief Executive Officer of the Corporation or (iv) the Board of Directors of the
Corporation. The stockholders of the Corporation may not call a special meeting


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of the stockholders of the Corporation.

                                   ARTICLE VI

         Meetings of the stockholders of the Corporation may be held within or
without the State of Delaware, as the By-Laws of the Corporation may provide.
The books of the Corporation may be kept (subject to any provision contained in
the DGCL) outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors of the Corporation or in
the By-Laws of the Corporation.

                                   ARTICLE VII

         Each person who is or was or had agreed to become a director or officer
of the Corporation, or each such person who is or was serving or who had agreed
to serve at the request of the Board of Directors or an officer of the
Corporation as an employee or agent of the Corporation or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the Corporation, in accordance
with the By-Laws of the Corporation, to the full extent permitted from time to
time by the General Corporation Law of the State of Delaware 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) or any other applicable laws as presently or hereinafter in
effect. Without limiting the generality or the effect of the foregoing, the
Corporation may enter into one or more agreements with any person that provide
for indemnification greater or different than that provided in this Article VII.
Any amendment or repeal of this Article VII shall not adversely affect any right
or protection existing hereunder immediately prior to such


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amendment or repeal.

         The Corporation may, to the extent authorized from time to time by the
Board of Directors of the Corporation, provide rights to indemnification and to
the advancement of expenses to employees and agents of the Corporation similar
to those conferred in this Article VII to directors and officers of the
Corporation.

         The rights to indemnification and to the advancement of expenses
conferred in this Article VII shall not be exclusive of any other right which
any person may have or hereafter acquire under this Certificate of
Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of
the stockholders of the Corporation or disinterested directors of the
Corporation or otherwise. Any repeal or modification of this Article VII shall
not adversely affect any rights to indemnification and to the advancement of
expenses of a director or officer of the Corporation existing at the time of
such repeal or modification with respect to any acts or omissions occurring
prior to such repeal or modification.

                                  ARTICLE VIII

         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 the DGCL, and all rights conferred upon stockholders
herein are granted subject to this reservation except that under no
circumstances may such amendment be adopted except as prescribed by Article IV
above.

         The name and address of the incorporator is Lawrence D. Rovin, Esquire,
 260 S. Broad Street, Philadelphia, Pennsylvania 19102.


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         IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinbefore named, do hereby further certify that the facts hereinabove stated
are truly set forth and, accordingly, I have hereunto set my hand this 23rd day
of August, 2000.


                                                  ------------------------------
                                                  Lawrence D. Rovin, Esquire
                                                  Incorporator