CERTIFICATE OF INCORPORATION

                                       of

                            DAKA INTERNATIONAL, INC.

                                   AS AMENDED


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         FIRST:  The  name  of  the  Corporation  is  DAKA  International,  Inc.
(hereinafter the "Corporation").

         SECOND:  The address of the registered office of the Corporation in the
State of Delaware is at Corporation  Trust Center,  1209 Orange  Street,  in the
City of  Wilmington,  County of New Castle,  State of Delaware.  The name of its
registered agent at that address is The Corporation Trust Company.

         THIRD:  The nature of the  business to be conducted or promoted and the
purposes  of the  Corporation  are 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 "GCL").

         FOURTH:  The total  number of shares of  capital  stock of all  classes
which the  Corporation  shall have the authority to issue is thirty-one  million
(31,000,000) shares, of which thirty million (30,000,000) shares shall be Common
Stock,  par value $.01 per share,  and one million  (1,000,000)  shares shall be
Preferred  Stock, par value $.01 per share." The Board of Directors is 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  providing  for the issuance of such class or
series and as may be permitted by the GCL, including,  without  limitation,  the
authority  to  provide  that any such  class or  series  may be (a)  subject  to
redemption  at such time or times and at such price or prices;  (b)  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;  (c)  entitled  to such  rights  upon the  dissolution  of,  or upon any
distribution  of the assets of, the  Corporation;  or (d)  convertible  into, or
exchangeable for, shares of any other class or classes of stock, or of any other
series of the same or 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; all
as may be  stated  in  such  resolution  or  resolutions.  Except  as  otherwise
specifically  required by law or as  specifically  provided in any resolution of
the Board of Directors  providing  for the issuance of any  particular  class or
series of Preferred Stock,  the exclusive voting power of the Corporation  shall
be vested in the Common  Stock of the  Corporation.  Each share of Common  Stock
shall entitle the holder thereof to one vote at all meetings of the stockholders
of  the  Corporation."   

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         FIFTH:  The name and  mailing  address of the Sole  Incorporator  is as
follows: 
         Name:                                       Mailing Address:
         Arthur M. Aaron                             One Beacon Street
                                                     Boston, Massachusetts 02108

         SIXTH: 
         A. The business and affairs of the  Corporation  shall be managed by or
be under the direction of the Board of Directors which shall consist of not less
than  three or more than seven  directors,  the exact  number of which  shall be
determined from time to time by the Board of Directors  pursuant to a resolution
duly adopted by a majority of the total number of authorized directors,  whether
or not one or more  vacancies  on the Board of  Directors  exist at the time any
such  resolution is presented to the Board of  Directors.  Election of directors
need not be by written ballot unless the By-Laws so provide. The directors shall
be divided into three classes,  designated Class I, Class II and Class III. Each
class shall  consist,  as nearly as may be  possible,  of one-third of the total
number of directors constituting the entire Board of Directors. Initially, Class
I  directors  shall be elected for a one-year  term,  Class II  directors  for a
two-year term and Class III directors for a three-year  term. At each succeeding
annual  meeting of  stockholders  beginning in 1989,  successors to the class of
directors  whose term  expires at that  annual  meeting  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 the number of directors
in each class as nearly equal as possible,  and any  additional  director of any
class elected to fill a vacancy  resulting  from an increase in such class shall
hold  office  for a term that shall  coincide  with the  remaining  term of that
class,  but in no case will a decrease  in the number of  directors  shorten the
term of any incumbent  director.  A director  shall hold office until the annual
meeting for the year in which his term expires and until his successor  shall be
elected  and shall  qualify,  subject,  however,  to prior  death,  resignation,
retirement, disqualification or removal from office. Any vacancy in the Board of
Directors  resulting from any increase in the authorized number of directors may
be filled by a majority of the Board of Directors then in office,  provided that
a quorum is present,  and any other vacancy  occurring in the Board of Directors
may be filled by a majority of the directors then in office, even if less than a
quorum, or by a sole remaining director.  Any director elected to fill a vacancy
not  resulting  from an increase in the number of directors  shall have the same
remaining term as that of his  predecessor.  A director  elected by the Board of
Directors to fill a newly created directorship resulting from an increase in the
number of directors  shall hold office  until the next  election of the class of
which such director was chosen.

         Notwithstanding the foregoing,  whenever the holders of any one or more
classes or series of Preferred  Stock issued by the  corporation  shall have the
right,  voting separately by class or series, to elect directors at an annual or
special  meeting of  stockholders,  the  election,  term of  office,  filling of
vacancies  and other  features  of such  directorships  shall be governed by the
terms of the Certificate of Designation  applicable thereto,  and such directors
so elected  shall not be divided  into  classes  pursuant  to this  Section A of
Article SIXTH unless expressly provided by such terms.

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         B. The Board of Directors shall have the power to make,  adopt,  alter,
amend,  change,  add to or repeal the By-Laws of the  Corporation  by resolution
adopted by  affirmative  vote of a majority  of the entire  Board of  Directors.
Stockholders may not make, adopt,  alter,  amend,  change,  add to or repeal the
By-Laws of the Corporation  except upon the  affirmative  vote of the holders of
record of shares of Voting Stock (as defined in Article TENTH)  representing  at
least 80% of the votes  entitled  to be cast by the  holders  of all of the then
outstanding shares of Voting Stock, voting as a single class.
                                                        
         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 the GCL 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 the GCL,  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  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 a 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.

         EIGHTH:  Meetings  of  stockholders  may be held  within or without the
State of Delaware,  as the By-Laws may provide. The books of the Corporation may
be kept  (subject to any  provision  contained  in the GCL) outside the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors or in the By-Laws of the Corporation. Special meetings of the
stockholders  of the  Corporation  may not be called by the  stockholders of the
Corporation.

         NINTH:  Notwithstanding  any other  provision  of this  Certificate  of
Incorporation  or the  By-Laws of the  Corporation  to the  contrary,  no action
required  to be taken at any annual or special  meeting of  stockholders  of the
Corporation  may be taken by written consent without a meeting except any action
taken  upon the  signing of a consent in  writing,  setting  forth the action so
taken, by all stockholders of the Corporation entitled to vote thereon.

         TENTH:
         A.  In  addition  to any  affirmative  vote  required  by  law or  this
Certificate of Incorporation  or the By-Laws of the  Corporation,  and except as
otherwise  expressly  provided in Section B of this  Article  TENTH,  a Business
Combination (as  hereinafter  defined) with, or proposed by or on behalf of, any
interested  Stockholder (as  hereinafter  defined) or any Affiliate or Associate
(as  hereinafter  defined)  of any  Interested  Stockholder  or any  person  who
thereafter  would be an Affiliate or  Associate of such  Interested  Stockholder
shall require the affirmative  vote of not less than eighty percent (80%) of the
votes entitled to be cast by the holders of all the then  outstanding  shares of
Voting  Stock (as  hereinafter  defined),  voting  together  as a single  class,
excluding Voting Stock beneficially owned by such Interested  Stockholder.  Such
affirmative vote shall be required  notwithstanding the fact that no vote may be
required,  or that a lesser  percentage or separate class vote may be specified,
by law or in any agreement with any national securities exchange or otherwise.

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         B. The  provisions  of  Section A of this  Article  TENTH  shall not be
applicable to any particular Business Combination, and such Business Combination
shall  require only such  affirmative  vote, if any, as is required by law or by
any other provision of this  Certificate of  Incorporation or the By-Laws of the
Corporation,  or any agreement with any national securities exchange,  if all of
the  conditions  specified in either of the following  Paragraphs 1 or 2 are met
or,  in the  case  of a  Business  Combination  not  involving  the  payment  of
consideration to the holders of the Corporation's  outstanding Capital Stock (as
hereinafter defined), if the condition specified in the following Paragraph 1 is
met:

                   1. The Business Combination shall have been approved (whether
such  approval  is  made  prior  to or  subsequent  to the  acquisition  of,  or
announcement  or public  disclosure  of the  intention  to  acquire,  beneficial
ownership of the Voting Stock that caused the  Interested  Stockholder to become
an Interested  Stockholder),  either  specifically or as a transaction  which is
within an  approved  category  of  transactions,  by a  majority  (whether  such
approval is made prior to or subsequent to the  acquisition  of, or announcement
or public  disclosure of the intention to acquire,  beneficial  ownership of the
Voting  Stock that caused the  Interested  Stockholder  to become an  Interested
Stockholder) of the Continuing Directors (as hereinafter defined).

                   2. All of the following conditions shall have been met:

                             (a)  The  aggregate  amount  of cash  and the  Fair
Market Value (as hereinafter defined), as of the date of the consummation of the
Business Combination,  of consideration other than cash to be received per share
by holders of Common Stock in such Business  Combination shall be at least equal
to the highest amount determined under clauses (i), (ii), (iii) and (iv) below:

(i)  the highest per share price (including any brokerage commissions,  transfer
     taxes and soliciting  dealers' fees) paid by or on behalf of the Interested
     Stockholder   for  any  share  of  Common  Stock  in  connection  with  the
     acquisition by the Interested Stockholder of beneficial ownership of shares
     of Common Stock (x) within the  two-year  period  immediately  prior to the
     first  public  announcement  of  the  proposed  Business  Combination  (the
     "Announcement  Date")  or (y) in the  transaction  in  which it  became  an
     Interested Stockholder, whichever is higher, in either case as adjusted for
     any subsequent stock split, stock dividend, subdivision or reclassification
     with respect to Common Stock;
 
(ii) the Fair Market Value per share of Common Stock on the Announcement Date or
     on the  date on which  the  Interested  Stockholder  became  an  Interested
     Stockholder (the  "Determination  Date"),  whichever is higher, as adjusted
     for  any   subsequent   stock  split,   stock   dividend,   subdivision  or
     reclassification with respect to Common Stock;

(iii)the  price  per share  equal to the Fair  Market  Value per share of Common
     Stock  determined  pursuant  to  the  immediately  preceding  clause  (ii),
     multiplied by the ratio of (x) the highest per share price  (including  any
     brokerage commissions, transfer taxes and soliciting dealers' fees) paid by
     or on behalf of the Interested Stockholder for any share of Common Stock in
     connection with the acquisition by the Interested Stockholder of beneficial
     ownership of shares of Common Stock within the two-year period  immediately
     prior to the Announcement Date, as adjusted for any subsequent stock split,
     stock  dividend,  subdivision  or  reclassification  with respect to Common
     Stock to (y) the Fair Market  Value per share of Common  Stock on the first
     day in such two-year  period on which the Interested  Stockholder  acquired
     beneficial  ownership  of any share of Common  Stock,  as adjusted  for any
     subsequent  stock split,  stock dividend,  subdivision or  reclassification
     with respect to Common Stock; and

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(iv) the  Corporation's  net  income  per  share of  Common  Stock  for the four
     consecutive  fiscal quarters  immediately  preceding the Announcement Date,
     multiplied  by the higher of the then  price/earnings  multiple (if any) of
     such Interested Stockholder or the highest  price/earnings  multiple of the
     Corporation   within  the  two-year   period   immediately   preceding  the
     Announcement  Date  (such  price/earnings  multiples  being  determined  as
     customarily computed and reported in the financial community).

                             (b)  The  aggregate  amount  of cash  and the  Fair
Market Value, as of the date of the consummation of the Business Combination, of
consideration  other than cash to be received  per share by holders of shares of
any class or series of  outstanding  Capital Stock other than Common Stock shall
be at least equal to the highest  amount  determined  under  clauses (i),  (ii),
(iii) and (iv) below:

(i)  the highest per share price (including any brokerage commissions,  transfer
     taxes and soliciting  dealers' fees) paid by or on behalf of the Interested
     Stockholder  for any  share of such  class or series  of  Capital  Stock in
     connection with the acquisition by the Interested Stockholder of beneficial
     ownership of shares of such class or series of Capital Stock (x) within the
     two-year period  immediately  prior to the Announcement  Date or (y) in the
     transaction  in which it became an  Interested  Stockholder,  whichever  is
     higher,  in either case as adjusted for any subsequent  stock split,  stock
     dividend,  subdivision  or  reclassification  with respect to such class or
     series of Capital Stock;

(ii) the Fair Market Value per share of such class or series of Capital Stock on
     the Announcement Date or on the Determination Date, whichever is higher, as
     adjusted for any subsequent  stock split,  stock  dividend,  subdivision or
     reclassification with respect to such class or series of Capital Stock;

(iii)the price per share equal to the Fair Market  Value per share of such class
     or series of Capital Stock determined pursuant to the immediately preceding
     clause  (ii),  multiplied  by the ratio of (x) the  highest per share price
     (including  any  brokerage  commissions,   transfer  taxes  and  soliciting
     dealers' fees) paid by or on behalf of the Interested  Stockholder  for any
     share of such  class or  series of  Capital  Stock in  connection  with the
     acquisition by the Interested Stockholder of beneficial ownership of shares
     of such  class or  series of  Capital  Stock  within  the  two-year  period
     immediately prior to the Announcement  Date, as adjusted for any subsequent
     stock split, stock dividend,  subdivision or reclassification  with respect
     to such class or series of Capital  Stock to (y) the Fair Market  Value per
     share of such  class or  series of  Capital  Stock on the first day in such
     two-year  period on which the Interested  Stockholder  acquired  beneficial
     ownership  of any  share of such  class or  series  of  Capital  Stock,  as
     adjusted for any subsequent  stock split,  stock  dividend,  subdivision or
     reclassification with respect to such class or series of Capital Stock; and

(iv) the highest preferential amount per share to which the holders of shares of
     such class or series of Capital Stock would be entitled in the event of any
     voluntary  or  involuntary  liquidation,  dissolution  or winding up of the
     affairs of the Corporation  regardless of whether the Business  Combination
     to be consummated constitutes such an event.

The  provisions of this  Paragraph 2 shall be required to be met with respect to
every  class  or  series  of  outstanding  Capital  Stock,  whether  or not  the
Interested  Stockholder  has  previously  acquired  beneficial  ownership of any
shares of a particular class or series of Capital Stock.

                             (c) The  consideration to be received by holders of
a particular class or series of outstanding Capital Stock shall be in cash or in
the same form as  previously  has been  paid by or on  behalf of the  Interested
Stockholder in connection with its direct or indirect  acquisition of beneficial
ownership  of  shares  of  such  class  or  series  of  Capital  Stock.  If  the
consideration  so paid for shares of any class or series of Capital Stock varied
as to form, the form of consideration  for such class or series of Capital Stock
shall be either  cash or the form used to acquire  beneficial  ownership  of the
largest  number of shares of such  class or series of Capital  Stock  previously
acquired by the Interested Stockholder.


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                             (d) After the  Determination  Date and prior to the
consummation of such Business Combination:  (i) except as approved by a majority
of the Continuing Directors, there shall have been no failure to declare and pay
at the  regular  date  therefor  any full  quarterly  dividends  (whether or not
cumulative)  payable in  accordance  with the terms of any  outstanding  Capital
Stock;  (ii) there shall have been no  reduction in the annual rate of dividends
paid on the Common Stock (except as necessary to reflect any stock split,  stock
dividend or subdivision  of the Common Stock),  except as approved by a majority
of the  Continuing  Directors;  (iii)  there  shall have been an increase in the
annual rate of  dividends  paid on the Common  Stock as necessary to reflect any
reclassification   (including   any  reverse  stock  split),   recapitalization,
reorganization  or any similar  transaction  that has the effect of reducing the
number of outstanding shares of Common Stock,  unless the failure so to increase
such annual rate is approved by a majority of the Continuing Directors; and (iv)
such Interested  Stockholder  shall not have become the beneficial  owner of any
additional  shares  of  Capital  Stock  except as part of the  transaction  that
results in such Interested  Stockholder  becoming an Interested  Stockholder and
except in a transaction  that, after giving effect thereto,  would not result in
any increase in the Interested  Stockholder's percentage beneficial ownership of
any class or series of Capital Stock.

                             (e) A proxy or information statement describing the
proposed  Business  Combination  and  complying  with  the  requirements  of the
Securities  Exchange  Act of 1934  and the  rules  and  regulations  promulgated
thereunder (the "Act") (or any subsequent  provisions  replacing such Act, rules
or regulations)  shall be mailed to all stockholders of the Corporation at least
30 days prior to the consummation of such Business  Combination  (whether or not
such proxy or  information  statement is required to be mailed  pursuant to such
Act or subsequent provisions).  The proxy or information statement shall contain
on the first  page  thereof,  in a  prominent  place,  any  statement  as to the
advisability (or inadvisability) of the Business Combination that the Continuing
Directors,  or any of them,  may choose to make and,  if deemed  advisable  by a
majority of the Continuing Directors,  the opinion of an investment banking firm
selected by a majority of the  Continuing  Directors as to the fairness (or not)
of the terms of the Business  Combination  from a financial point of view to the
holders of the  outstanding  shares of Capital  Stock other than the  Interested
Stockholder  and its Affiliates or Associates  (as  hereinafter  defined),  such
investment  banking  firm to be paid a  reasonable  fee for its  services by the
Corporation.

                             (f) Such Interested Stockholder shall not have made
any major  change in the  Corporation's  business  or equity  capital  structure
without the approval of a majority of the Continuing Directors.

         C. The following  definitions  shall apply with respect to this Article
TENTH:

                   1. The term "Business Combination" shall mean:

                             (a) any merger or  consolidation of the Corporation
or any Subsidiary (as hereinafter  defined) with (i) any Interested  Stockholder
or (ii) any other  company  (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  or  security  arrangement,  investment,  loan,
advance,  guarantee,  agreement  to  purchase,  agreement  to pay,  extension of
credit, joint venture  participation or other arrangement (in one transaction or
a series of transactions) with or for the benefit of any Interested  Stockholder
or any  Affiliate or  Associate  of any  Interested  Stockholder  involving  any
assets,  securities or  commitments  of the  Corporation,  any Subsidiary or any
Interested   Stockholder  or  any  Affiliate  or  Associate  of  any  Interested
Stockholder which (except for any arrangement,  whether as employee,  consultant
or  otherwise,  other  than as a  director,  pursuant  to which  any  Interested
Stockholder or any Affiliate or Associate thereof shall, directly or indirectly,
have any control over or responsibility  for the management of any aspect of the
business or affairs of the Corporation,  with respect to which  arrangements the
value  tests set forth  below  shall not  apply),  together  with all other such
arrangements  (including all contemplated future events),  has an aggregate Fair
Market Value and/or  involves  aggregate  commitments  of $10,000,000 or more or
constitutes  more than 5 percent of the book  value of the total  assets (in the
case of transactions  involving assets or commitments  other than capital stock)
or 5 percent of the stockholders' equity (in the case of transactions in capital
stock) of the entity in question (the  "Substantial  Part"), as reflected in the
most recent fiscal year-end  consolidated  balance sheet of such entity existing
at the time the stockholders of the Corporation  would be required to approve or
authorize  the Business  Combination  involving  the assets,  securities  and/or
commitments constituting any Substantial Part; or

<PAGE>

                             (c) the  adoption of any plan or  proposal  for the
liquidation  or  dissolution  of the  Corporation  or for any  amendment  to the
Corporation's By-Laws; or

                             (d) any  reclassification of securities  (including
any reverse stock split), or recapitalization of the Corporation,  or any merger
or  consolidation  of the Corporation  with any of its Subsidiaries or any other
transaction   (whether  or  not  with  or  otherwise   involving  an  Interested
Stockholder)  that has the effect,  directly or  indirectly,  of increasing  the
proportionate  share of any class or series of Capital Stock,  or any securities
convertible into Capital Stock or into equity securities of any Subsidiary, that
is  beneficially  owned  by  any  Interested  Stockholder  or any  Affiliate  or
Associate of any Interested Stockholder; or

                             (e) any  agreement,  contract or other  arrangement
providing for any one or more of the actions  specified in the foregoing clauses
(a) to (d).

                   2. The term  "Capital  Stock" shall mean all capital stock of
the  Corporation  authorized to be issued from time to time under Article FOURTH
of this Certificate of Incorporation, and the term "Voting Stock" shall mean all
Capital  Stock  which by its  terms  may be voted on all  matters  submitted  to
stockholders of the Corporation generally.

                   3. The term "person" shall mean any individual, firm, company
or other  entity and shall  include  any group  comprised  of any person and any
other person with whom such person or any  Affiliate or Associate of such person
has any agreement, arrangement or understanding, directly or indirectly, for the
purpose of acquiring, holding, voting or disposing of Capital Stock.

                   4. The term  "Interested  Stockholder"  shall mean any person
(other than the Corporation or any Subsidiary and other than any profit-sharing,
employee stock  ownership or other employee  benefit plan of the  Corporation or
any Subsidiary or any trustee of or fiduciary with respect to any such plan when
acting in such  capacity) who (a) is, or has  announced or publicly  disclosed a
plan or intention to become,  the beneficial owner of Voting Stock  representing
fifteen percent (15%) or more of the votes entitled to be cast by the holders of
all then outstanding shares of Voting Stock; or (b) is an Affiliate or Associate
of the Corporation and at any time within the two-year period  immediately prior
to the date in question was the  beneficial  owner of Voting Stock  representing
fifteen percent (15%) or more of the votes entitled to be cast by the holders of
all then outstanding shares of Voting Stock.
   
                   5. A person  shall be a  "beneficial  owner"  of any  Capital
Stock (a) which such person or any of its Affiliates or Associates  beneficially
owns, directly or indirectly;  (b) which such person or any of its Affiliates or
Associates has,  directly or indirectly,  (i) the right to acquire (whether such
right is  exercisable  immediately  or  subject  only to the  passage  of time),
pursuant to any agreement,  arrangement or understanding or upon the exercise of
conversion rights,  exchange rights,  warrants or options, or otherwise, or (ii)
the right to vote pursuant to any agreement,  arrangement or  understanding;  or
(c) which is  beneficially  owned,  directly or indirectly,  by any other person
with which such person or any of its Affiliates or Associates has any agreement,
arrangement or understanding  for the purpose of acquiring,  holding,  voting or
disposing of any shares of Capital Stock.

                   6. The  terms  "Affiliate"  and  "Associate"  shall  have the
respective  meanings  ascribed  to such terms in Rule 12b-2  under the Act as in
effect on September 15, 1988 (the term  "registrant"  in said Rule 12b-2 meaning
in this case the Corporation).

                   7.  The  term  "Subsidiary"  means  any  company  of  which a
majority  of  any  class  of  equity  security  is  beneficially  owned  by  the
Corporation;  provided,  however,  that for the  purposes of the  definition  of
Interested  Stockholder  set forth in  Paragraph 4 of this Section (c), the term
"Subsidiary"  shall  mean only a company  of which a  majority  of each class of
equity security is beneficially owned by the Corporation.
                                                 
                   8. The term  "Continuing  Director"  means any  member of the
Board of Directors, while such person is a member of the Board of Directors, who
is not an Affiliate or Associate or representative of the Interested Stockholder
and was a member of the Board of Directors prior to the time that the Interested
Stockholder became an Interested Stockholder,  and any successor of a Continuing
Director while such successor is a member of the Board of Directors,  who is not
an Affiliate or Associate or representative of the Interested Stockholder and is
recommended  or elected to succeed  the  Continuing  Director  by a majority  of
Continuing Directors.

<PAGE>

                   9. "Fair  Market  Value"  means (a) in the case of cash,  the
amount of such cash;  (b) 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 New York Stock Exchange Composite Tape or, if such stock is
not quoted on the Composite  Tape, on the New York Stock  Exchange,  or, if such
stock is not listed on such Exchange,  on the principal United States securities
exchange  registered  under the 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  system then in use, or if no such  quotations
are available,  the fair market value on the date in question of a share of such
stock as determined in good faith by a majority of the Continuing Directors; and
(c) in the case of property  other than cash or stock,  the fair market value of
such  property on the date in question as determined in good faith by a majority
of the Continuing Directors.
                                        
                   10. In the  event of any  Business  Combination  in which the
Corporation survives,  the phrase "consideration other than cash to be received"
as used in  Paragraphs  2(a) and 2(b) of Section B of this  Article  TENTH shall
include  the shares of Common  Stock  and/or  the  shares of any other  class or
series of Capital Stock retained by the holders of such shares.

         D. A majority of the Continuing Directors shall have the power and duty
to determine for the purposes of this Article TENTH on the basis of  information
known to them after reasonable inquiry, all questions arising under this Article
TENTH,  including,  without  limitation,  (a) whether a person is an  Interested
Stockholder,  (b) the  number  of shares of  Capital  Stock or other  securities
beneficially  owned by any  person,  (c)  whether  a person is an  Affiliate  or
Associate of another,  (d) whether a Proposed Action (as hereinafter defined) is
with, or proposed by, or on behalf of an Interested  Stockholder or an Affiliate
or Associate of an Interested  Stockholder,  (e) whether the assets that are the
subject of any Business  Combination  have, or the  consideration to be received
for the issuance or transfer of securities by the  Corporation or any Subsidiary
in any Business  Combination  has, an aggregate Fair Market Value of $10,000,000
or more,  and (f) whether the assets or  securities  that are the subject of any
Business Combination  constitute a Substantial Part. Any such determination made
in good faith shall be binding and conclusive on all parties.

         E.  Nothing  contained  in this  Article  TENTH shall be  construed  to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.

         F. The fact that any Business  Combination complies with the provisions
of  Section B of this  Article  TENTH  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 or recommend its adoption
or approval to the  stockholders 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.

         G. For the purposes of this Article  TENTH,  a Business  Combination or
any  proposal to amend,  repeal or adopt any  provision of this  Certificate  of
Incorporation  inconsistent  with this Article  TENTH  (collectively,  "Proposed
Action") is presumed to have been  proposed  by, or on behalf of, an  Interested
Stockholder  or an  Affiliate or Associate  of an  Interested  Stockholder  or a
person who thereafter would become such if (a) after the Interested  Stockholder
became  such,  the  Proposed  Action is proposed  following  the election of any
director of the  Corporation  who with respect to such  Interested  Stockholder,
would not  qualify  to serve as a  Continuing  Director  or (b) such  Interested
Stockholder,  Affiliate,  Associate  or  person  votes  for or  consents  to the
adoption of any such Proposed Action, unless as to such Interested  Stockholder,
Affiliate,  Associate or person a majority of the Continuing  Directors  makes a
good faith  determination  that such  Proposed  Action is not  proposed by or on
behalf of such Interested Stockholder,  Affiliate, Associate or person, based on
information known to them after reasonable inquiry.

         H.   Notwithstanding  any  other  provisions  of  this  Certificate  of
Incorporation  or the By-Laws of the Corporation (and  notwithstanding  the fact
that a lesser  percentage  or separate  class vote may be specified by law, this
Certificate of Incorporation or the By-Laws of the Corporation), any proposal to
amend,  repeal or adopt  any  provision  of this  Certificate  of  Incorporation
inconsistent  with this  Article  TENTH  which is proposed by or on behalf of an
Interested Stockholder or an Affiliate or Associate of an Interested Stockholder
shall  require  the  affirmative  vote of the  holders  of not less than  eighty
percent  (80%) of the votes  entitled  to be cast by the holders of all the then
outstanding shares of Voting Stock, voting together as a single class, excluding
Voting  Stock  beneficially  owned  by such  Interested  Stockholder;  provided,
however,  that this Section H shall not apply to, and such eighty  percent (80%)
vote shall not be required for, any  amendment,  repeal or adoption  unanimously
recommended  by the Board of Directors if all of such  directors are persons who
would be eligible to serve as Continuing Directors within the meaning of Section
C, Paragraph 8 of this Article TENTH.

<PAGE>

         ELEVENTH:  

         A. No director  shall be personally  liable to the  Corporation  or its
stockholders  for  monetary  damages  for any breach of  fiduciary  duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be  liable  to the  extent  provided  by  applicable  law (i) for  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 Delaware GCL or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  No amendment to or repeal of this Section A of Article  ELEVENTH 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.

         B. The  Corporation  shall  indemnify to the full extent  authorized or
permitted by law (as now or hereafter in effect) any person made,  or threatened
to be made, a defendant or witness to any action,  suit or  proceeding  (whether
civil or criminal or otherwise) by reason of the fact that such person,  or such
person's  testator or  intestate,  is or was a director or officer,  employee or
agent of the  Corporation  or by reason of the fact  that  such  person,  at the
request  of  the  Corporation,   is  or  was  serving  any  other   corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, in
any  capacity.  No amendment to or repeal of this Section B of Article  ELEVENTH
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.

         C. 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, employee benefit plan 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 GCL. The  Corporation  may also create a trust fund,
grant a security interest and/or use other means (including, but not limited to,
letters of credit, surety bonds and/or other similar  arrangements),  as well as
enter into contracts providing  indemnification to the full extent authorized or
permitted by law and including as part thereof provisions with respect to any or
all of the  foregoing,  to insure  the  payment  of such  amounts  as may become
necessary to effect indemnification as provided therein, or elsewhere.

         TWELFTH:  No contract or transaction between the Corporation and one or
more of its  directors or  officers,  or between the  Corporation  and any other
corporation,  partnership, association or other organization in which one or all
of its  directors  or officers are  directors  or officers,  or have a financial
interest,  shall be void or voidable  solely for this reason,  or solely because
the  director  or officer is present at or  participates  in the  meeting of the
Board of  Directors  or  committee  thereof  which  authorizes  the  contract or
transaction, or solely because his or their votes are counted for such purposes,
if:
        
                   (a) the material facts as to his relationship or interest and
as to the  contract or  transaction  are  disclosed or are known to the Board of
Directors  or the  committee,  and the Board of  Directors  or committee in good
faith  authorizes  the contract or  transaction  by the  affirmative  votes of a
majority  of  the  disinterested  directors,   even  though  the  votes  of  the
disinterested directors be less than a quorum; or

                   (b) the material facts as to his relationship or interest and
as to the contract or transaction are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically  approved in good faith
by vote of the stockholders; or

                   (c) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a committee thereof or the stockholders.  Common or interested  directors may be
counted in  determining  the  presence  of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

         THIRTEENTH: Any merger or consolidation pursuant to Sections 251 or 252
of the GCL  involving  the  Corporation,  any sale,  lease or exchange of all or
substantially all of the  Corporation's  property and assets pursuant to Section
271 of the GCL or any dissolution of the Corporation  pursuant to Section 275 of
the GCL shall require the  affirmative  vote of the holders of two-thirds of the
Voting Stock (as defined in Article TENTH).

         FOURTEENTH:  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 statute,  and all rights  conferred  upon
stockholders herein are granted subject to this reservation,  provided, however,
that  notwithstanding  any other provision of this Certificate of Incorporation,
any  agreement  with any national  securities  exchange or any  provision of law
which might permit a lesser vote or no vote, but in addition to any  affirmative
vote of the  holders  of any  particular  class or series  of  Voting  Stock (as
defined in Article TENTH) required by any other provision of this Certificate of
Incorporation,  any  agreement  with any  national  securities  exchange  or any
provision  of law,  the  affirmative  vote of the holders of record of shares of
Voting Stock representing at least eighty percent (80%) of the votes entitled to
be cast by the  holders  of all the then  outstanding  shares of  Voting  Stock,
voting together as a single class,  shall be required to alter,  amend or repeal
Article SIXTH, Article EIGHTH, Article NINTH, Article TENTH, Article THIRTEENTH,
or this Article FOURTEENTH, or to adopt any provision inconsistent therewith.

<PAGE>


         I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for
the  purpose  of  forming  a  corporation  pursuant  to the  GCL,  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
15th day of September, 1988.

                                                      /s/ Arthur M. Aaron
                                                      -------------------
                                                          Arthur M. Aaron
                                                          Sole Incorporator