STATE OF NEW YORK   )
                    ) ss:
DEPARTMENT OF STATE)


         I hereby  certify  that the  annexed  copy has been  compared  with the
original  document in the custody of the Secretary of State and that the same is
a true copy of said original.

         Witness my hand and seal of the  Department  of State on September  17,
1996.






                            ---------------------------------
                        Special Deputy Secretary of State
















<PAGE>




                                           CERTIFICATE OF INCORPORATION

                                                        OF

                                             COMPASS DISTRIBUTING INC.

         Under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

         1.  The name of the corporation is:

                                             COMPASS DISTRIBUTING INC.

         2.  The purpose or purposes for which the corporation is
formed as follows, to wit:

To engage in any lawful act or activity for which the corporations may be formed
under the Business  Corporation  Law. The corporation is not formed to engage in
any act or activity  requiring  the  consent or approval of any state  official,
department,  board,  agency or other body without such consent or approval first
being obtained.

To own, operate,  manage, acquire and deal in property, real and personal, which
may be necessary to the conduct of the business.

Without  limiting any of the purposes or powers of the corporation it shall have
the power to do a ny one or more or all of the things  set forth,  and all other
things  likely,  directly  or  indirectly,  to  promote  the  interests  of  the
corporation.  In the  carrying on of its  business it shall have the power to do
any and all things and powers which  coo-partnership or natural person could do,
either as a  principal,  agent,  representative,  lessor,  lessee or  otherwise,
either alone or in  conjunction  with others,  and in any part of the world.  In
addition,  it shall have and  exercise  all rights,  powers and  privileges  now
belonging  to or  conferred  upon  corporations  organized  under  the  Business
Corporation Law.

         3.  The office of the corporation is to be located in the Town
of Orangetown, County of Rockland, State of New York.

         4. The  aggregate  number of shares  which the  corporation  shall have
authority to issue is 200 shares, no par value.

         5. The  Secretary of State is  designated  as agent of the  corporation
upon whom process against it may be served. The post office address to which the
Secretary  of State  shall mail a copy of any process  against  the  corporation
served upon him is:

                  Stern & Wynshaw
                  500 Fifth Avenue
                  Suite 4224


<PAGE>



                  New York, New York  10110

         IN  WITNESS  WHEREOF,  the  undersigned  incorporator,  being  at least
eighteen years of age, has executed and signed this Certificate of Incorporation
this 8th day of October, 1985.

                                                              Diane L. Foley
                                 Diane L. Foley
                                                          33 Renesselaer Street
                                                        Albany, New York 12202

STATE OF NEW YORK )
                  ) ss:
COUNTY OF ALBANY  )

         On this 8th day of October,  1985,  before me personally  came Diane L.
Foley  to me  known  to be the  individual  described  in and who  executed  the
foregoing  instrument,  and she duly  acknowledged  to me that she  executed the
same.

Barbara Kinnaw
NOTARY PUBLIC, STATE OF NEW YORK
No. 4720956
Qualified in Albany County
Term Expires March 30, 1986                        _________________________


<PAGE>









STATE OF NEW YORK   )
                    ) ss:
DEPARTMENT OF STATE)


         I hereby  certify  that the  annexed  copy has been  compared  with the
original  document in the custody of the Secretary of State and that the same is
a true copy of said original.

         Witness my hand and seal of the  Department  of State on September  17,
1996.






                            ---------------------------------
                        Special Deputy Secretary of State

















<PAGE>













                                           CERTIFICATE OF INCORPORATION

                                                        OF

                                             COMPASS DISTRIBUTING INC.








                                                     FILED BY:

                                                  Stern & Wynshaw
                                           500 Fifth Avenue., Suite 4224
                                             New York, New York 10110


<PAGE>










STATE OF NEW YORK   )
                    ) ss:
DEPARTMENT OF STATE)


         I hereby  certify  that the  annexed  copy has been  compared  with the
original  document in the custody of the Secretary of State and that the same is
a true copy of said original.

         Witness my hand and seal of the  Department  of State on September  17,
1996.






                            ---------------------------------
                        Special Deputy Secretary of State


















<PAGE>





                CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION

                                                        OF

                                             COMPASS DISTRIBUTING INC.

         Under Section 805 of the Business Corporation Law

         IT IS HEREBY CERTIFIED THAT:

         1.  The name of the corporation is COMPASS DISTRIBUTING INC.

         2.  The certificate of incorporation was filed by the
department of state on the 9th day of October, 1985.

         3.  The Certificate of Incorporation of this corporation is
hereby amended to effect the following change:

         4. The Amendment to the  certificate  of  Incorporation  was authorized
first by the  board of  directors  and then by the  holders  of all  outstanding
shares entitled to vote thereon.

         5.  The certificate of Incorporation is hereby amended to
effect the following change:

                  The corporation is presently authorized to issue 200 shares no
                  par value, all of which are unissued and hereby eliminated The
                  corporation is adding 10,000,000 shares, at $0.0001 par value.
                  The corporation shall be authorized issue 10,000,000 shares at
                  $0.0001 par value.

         6.  In WITNESS WHEREOF, this certificate has been subscribed
this 15th day of June, 1987 by the undersigned.


                           ------------------------------
                            Victor Gregory, President


                           ------------------------------
                           Mary Ann Gregory, Secretary




<PAGE>





State of New York
County of New York


VICTOR GREGORY and MARY ANN GREGORY, being duly sworn depose and says, that they
are the President and Secretary,  respectively,  of Compass Distribution,  Inc.,
the  corporation  named in the  foregoing  certificate.  That they have read the
certificate and on information and belief knows the contents to be true.

                                                 ----------------------------
                                                     Victor Gregory, President


                                                  ----------------------------
                                                     Mary Ann Gregory, Secretary


Sworn to me this 15th
day of June, 1987


----------------------
Notary Public


<PAGE>












                                             CERTIFICATE OF AMENDMENT

                                                        OF

                                            COMPASS DISTRIBUTING, INC.










                                                     Filed By:

                                                  Warren Wynshaw
                                                 500 Fifth Avenue
                                                    Suite 4224
                                             New York, New York 10110




<PAGE>





                CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION

                                                        OF

                                             COMPASS DISTRIBUTING INC.

         Under Section 805 of the Business Corporation Law

         IT IS HEREBY CERTIFIED THAT:

         1.  The name of the corporation is COMPASS DISTRIBUTING INC.

         2.  The certificate of incorporation was filed by the
department of state on the 9th day of October, 1985.

         3.  The Certificate of Incorporation of this corporation is
hereby amended to effect the following change:

         To amend Paragraph (1) which sets forth the name of the corporation.

         Paragraph (1) shall now read as follows:

         (1)  The name of the corporation is:

                                             GRUDGE MUSIC GROUP, INC.

         4. The amendment to the  certificate  of  incorporation  was authorized
first  by the  board  of  directors  and  then  by  vote  of a  majority  of all
outstanding shares entitled to vote thereon.

         IN WITNESS WHEREOF,  the undersigned hereby affirms that the statements
made herein are true under the penalties of perjury.

Dated:  July 17, 1989

------------------------            -------------------------
Victor C. Gregory                   Michael Rakkusin
President                                                  Secretary


<PAGE>











                  CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION

                                                        OF

                                             COMPASS DISTRIBUTION INC.







                                          FILED BY:  Warren Wynshaw, Esq.
                          500 Fifth Avenue, Suite 4224
                            New York, New York 10110


<PAGE>














STATE OF NEW YORK   )
                    ) ss:
DEPARTMENT OF STATE)


         I hereby  certify  that the  annexed  copy has been  compared  with the
original  document in the custody of the Secretary of State and that the same is
a true copy of said original.

         Witness my hand and seal of the  Department  of State on September  17,
1996.






                            ---------------------------------
                        Special Deputy Secretary of State




<PAGE>








                                   To the  Honorable, The Secretary of State of

                                              the State of New York:


         PLEASE TAKE NOTICE that pursuant to the  provisions of Section 203-a of
the Tax Law, as amended,  the  Commissioner of Taxation and Finance of the State
of New York does hereby  certify  that GRUDGE MUSIC  GROUP,  INC. a  corporation
organized under the laws of the State of New York under date of OCTOBER 9, 1985,
and  heretofore  dissolved  by  proclamation  published  on DECEMBER  24,  1991,
pursuant  to the  provisions  of  section  203-a  of the tax  law,  has paid all
franchise taxes, penalties and interest charges accrued against it.

         IN WITNESS  WHEREOF,  the Commission of Taxation and Finance has caused
this  certificate  to be executed and the  official  seal of the  Department  of
Taxation and Finance of the State of New York affixed  hereto this  THIRTY-FIRST
day of OCTOBER, ONE THOUSAND NINE HUNDRED NINETY-TWO.


                             COMMISSIONER OF
                             TAXATION AND FINANCE


                             By:  __________________________
                             Deputy Tax Commissioner


<PAGE>






                                                   In the Matter

                                                      of the

                                                     ANNULMENT

                                                      of the

                                                    DISSOLUTION

                                                        of

                                             GRUDGE MUSIC GROUP, INC.





                                       Pursuant to the provisions of Section
                                               203-a of the Tax law

                                       -------------------------------------

                                                  CERTIFICATE OF

                                                 PAYMENT OF TAXES
                                       -------------------------------------

                                       McLAUGHLIN & STERN, BALLEN and BALLEN
              122 EAST 42ND STREET
              NEW YORK, NY 10168


<PAGE>









STATE OF NEW YORK   )
                    ) ss:
DEPARTMENT OF STATE)


         I hereby  certify  that the  annexed  copy has been  compared  with the
original  document in the custody of the Secretary of State and that the same is
a true copy of said original.

         Witness my hand and seal of the  Department  of State on September  17,
1996.






                            ---------------------------------
                        Special Deputy Secretary of State




<PAGE>




                                             CERTIFICATE OF AMENDMENT

                                                      OF THE

                                           CERTIFICATE OF INCORPORATION

                                                        OF

                                             GRUDGE MUSIC GROUP, INC.


         (Pursuant to Section 805 of the Business Corporation Law)

         The undersigned being the President and Secretary of GRUDGE

MUSIC GROUP, INC., hereby certify::

         1.  The name of the corporation is GRUDGE MUSIC GROUP, INC.

         2.  Certificate of its incorporation was filed by the
Department of State on the October 9, 1985 under the name of
COMPASS DISTRIBUTING..
         3.  The amendments of the Certificate of Incorporation of the
corporation effected by this Certificate of Amendment are as
follows:
                  -To change the name of the corporation;
                  -To increase the aggregate number of shares the
corporation is authorized to issue by adding an additional
65,000,000  shares.
         4.  To accomplish the foregoing amendments, Paragraph "1" of
the Certificate of Incorporation is amended to read as follows:
                  "1.  The name of the corporation is ECHO SPRINGS WATER
                           CO., INC."
         5.  Paragraph "4" of the Certificate of  Incorporation is
amended to read as follows:
                  "4.  The aggregate number of shares which the corporation


<PAGE>



                           shall have authority to issue is 75,000,000 shares,
                           at $0.0001 par value."
         6. This Amendment to the Certificate was authorized  first by vote at a
meeting of the Board of Directors and then by vote of at least a majority of all
outstanding shares of the corporation  entitled to vote on the said amendment of
the Certificate of Incorporation.
         IN WITNESS  WHEREOF,  we have subscribed this Certificate this 26th day
of September,  1993, and do hereby affirm, under the penalties of perjury,  that
the  statements  contained  therein  have been  examined  by us and are true and
correct.

                           --------------------------------
                           MICHAEL RAKUSIN, President


                           --------------------------------
                           DAVID W. SASS, Secretary



<PAGE>






                                             CERTIFICATE OF AMENDMENT

                                                        OF

                                           CERTIFICATE OF INCORPORATION

                                                        OF

                                             GRUDGE MUSIC GROUP, INC.


                    (Pursuant to Section 805 of the Business Corporation Law)
















                  McLaughlin & Stern, Alkalay
                  Handler, Robbins and Herman
                      308 Lexington Avenue
                  New York, New York 10168


<PAGE>











STATE OF NEW YORK   )
                    ) ss:
DEPARTMENT OF STATE)


         I hereby  certify  that the  annexed  copy has been  compared  with the
original  document in the custody of the Secretary of State and that the same is
a true copy of said original.

         Witness my hand and seal of the  Department  of State on September  17,
1996.






                            ---------------------------------
                        Special Deputy Secretary of State



<PAGE>




NY DEPARTMENT OF STATE DIVISION OF CORPORATION

Statement of Addresses and Directors, Part A

Corporation Name:




<PAGE>



                                                 IMPORTANT NOTICE

A New York  Corporation  which is no longer  conducting  business  should file a
Certificate of Dissolution  pursuant to section 1003 of the Business Corporation
Law and a foreign  corporation no longer  conducting  business in New York State
should file a Surrender of Authority  pursuant to section 1310 or a  Termination
of  Existence  pursuant  to Section  1311 of the  Business  Corporation  Law. An
inactive corporation continues to accrue tax liability and possible interest and
penalties  until  formally  dissolved,   surrendered  or  terminated.  Questions
regarding  the  filing  of these  certificates  should  be  directed  to the NYS
Department of State Division of Corporations,  162 Washington Avenue, Albany, NY
12231-0001  or  by  calling  518-473-2492.  You  are  also  advised  to  request
Publication  110  "Information  and  Instructions  for  Termination  of Business
Corporations"  from the  Department  of Taxation and Finance.  Requests for this
publication may be made by phone within New York State by calling 1-800-462-8100
or from  outside of New York  State by calling  (518)  438-1073.  Mail  requests
should be addressed to NYS Department of Taxation & Finance Taxpayer  Assistance
Bureau, W.A. Harriman Campus, Albany, NY 12227.


                                       ------------------------------------

Filing Period and Penalty:  The filing period is the calendar month during which
the original certificate of incorporation or application for authority was filed
or  the  effective  date  that  corporate  existence  began  if  stated  in  the
certificate  of  incorporation.  Failure to timely file this  statement  will be
reflected in the  departments  records as past due or  delinquent  and may later
subject the  corporation  to a fine of $750.  See  section  409 of the  Business
Corporation Law.

Filing Fee:  The statutory filing fee is $50.  Checks and money
orders must be made payable to the "Department of State."  DO NOT
mail cash.

Send entire form  completed and with $50.00 fee in the  self-mailer  envelope to
the  Department  of State,  Division of  Corporations,  162  Washington  Avenue,
Albany, NY 12231-0001.


-------------------------------------------------------------------
Statement of Addresses and Directors, Part C

         IN WITNESS WHEREOF,  this certificate has been authorized this 17th day
of May, 1994, by the undersigned who affirms that the statements made herein are
true under the penalties of perjury.

       David W. Sass
                                    Signature
       Secretary


<PAGE>


<PAGE>