STATE OF DELAWARE

                                               OFFICE OF SECRETARY OF STATE



      I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY U.S.A. GROWTH INC.  IS DULY INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL
CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE
DATE SHOWN BELOW.

Department of State
Office of the Secretary of State
Delaware
728223012



Michael Harkins, Secretary of State
Authentication: :1821487
Date: 8/10/1988





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                                                     STATE OF DELAWARE

                                               OFFICE OF SECRETARY OF STATE


I, Michael Harkins, Secretary of State of the State of Delaware,
do hereby certify that the attached is a true and correct copy of
Certificate of Incorporation filed in this office on August 14, 1987

DEPARTMENT OF STATE
OFFICE OF THE SECRETARY OF STATE
DELAWARE


Michael Harkins, Secretary of State
By. L. May
Date: August 10, 1988


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                                               CERTIFICATE OF INCORPORATION
                                                            of
                                                    U.S.A. Growth, Inc.

         FIRST: The name of this corporation is U.S.A. Growth, Inc.
         SECOND: Its registered office in the State of Delaware is to be
located at 725 Market Street in the City of Wilmington, County of
New Castle. The registered agent in charge thereof is The Company
Corporation at 725 Market Street, in the City of Wilmington, County
of New Castle.
         THIRD: The nature of the business and the objects and purposes
proposed to be transacted, promoted and carried on, are to do any or
all the things herein mentioned, as fully and to the same extent as
natural persons might or could do, and in any part of the world :
         "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 of Delaware".
         FOURTH: The amount of the total authorized capital stock of
this corporation is 100,000,000 share of .001 Par Value.
         FIFTH: The name and mailing address of the incorporator is as
follows:
         Marsha Mills, 725 Market Street, Wilmington, Delaware 19801
         SIXTH: The powers of the incorporator are to terminate upon
filing of the certificate of incorporation, and the name(s) and
mailing address(es) of persons who are to serve as director(s) until
the first annual meeting of stockholders or until their successors
are elected and qualify are as follows:

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         Sam Gower, #4 Winwood Court, Dix Hills, New York 11746.
         SEVENTH: The Directors shall have power to make and to alter or
amend the By-Laws; to fix the amount to be reserved as working
capital, and to authorize and cause to be executed, mortgages and
liens without limit as to the amount , upon the property and
franchise of the Corporation.
                  With the consent in writing, and pursuant to a vote of the
holders of a majority of the capital stock issued and outstanding,
the Directors shall have the authority to dispose, in any manner, of
the whole property of this corporation.
                  The By-Laws shall determine whether and to what extent the
accounts and books of this corporation, or any of them shall be open
to the inspection of the stockholders and no stockholder shall have
any right of inspecting any account, or book or document of this
Corporation, except as conferred by the law or the By-Laws, or by
resolution of the stockholders.
                  The stockholders and directors shall have power to hold
their meetings and keep the books, documents and papers of the
Corporation outside of the State of Delaware, at such places as may
be from time to time designated by the By-Laws or by resolution of
the stockholders or directors, except as otherwise required by the
laws of Delaware.
         It is the intention that the objects, purposes and powers
specified in the Third paragraph hereof shall, except where
otherwise specified said paragraph, be nowise limited or restricted
by reference to or inference from the terms of any other clause or
paragraph in this certificate of incorporation, but that the

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objects, purposes and powers specified in the Third paragraph and in
each of the clauses or paragraphs of this charter shall be regarded
as independent objects, purposes and powers.
         EIGHTH: Directors of the corporation shall not be liable
together the corporation or its stockholders for monetary damages
for a breach of fiduciary duties unless the breach involves: (i) a
director's duty of loyalty to the corporation or its stockholders;
(2) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (3) liability for unlawful
payments of dividends or unlawful stock purchases or redemption by
the corporation; or (4) a transaction from which the director
derived an improper personal benefit.
         I, THE UNDERSIGNED, for the purpose of forming a Corporation
under the laws of the State of Delaware, do make, file and record
this Certificate and do certify that the facts herein are true; and
I have accordingly hereunto set my hand.
DATE: August 14, 1987
State of Delaware
County of New Castle




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