PAGE 1

                                State of Delaware

                       Office of the Secretary of State

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

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "MICHAEL JORDAN GOLF COMPANY, INC.", FILED IN THIS OFFICE ON THE NINTH DAY OF
JUNE, A.D. 1995, AT 2 O'CLOCK P.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.

                                             /s/ Edward J. Freel
                                [LOGO]       -----------------------------------
                                             Edward J. Freel, Secretary of State

                                              AUTHENTICATION:
           2359829 8100                                         7534983
                                                        DATE:
           950128582                                            06-09-95



<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                        MICHAEL JORDAN GOLF COMPANY, INC.

     Michael Jordan Golf Company, Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "DGCL"), does hereby certify:

     FIRST: That the Board of Directors of the Corporation, by written consent
adopted the following resolution:

     RESOLVED, that ARTICLE FOURTH of the Certificate of Incorporation of the
Corporation be amended and restated in its entirety so that it shall read as
follows:

     "ARTICLE FOURTH: The total number of shares of stock which the Corporation
     shall be authorized to issue is 1,000,000, consisting of two classes as
     follows: 800,000 shares of Common Stock, par value $.01. per share, and
     200,000 shares of Preferred Stock, par value $.01 per share. Preferred
     Stock may be issued from time to time in one or more series, each of which
     series may have such powers, designations, preferences and relative,
     participating, optional or other special rights and qualifications,
     limitations or restrictions thereof, as shall be stated and expressed in
     the resolution or resolutions providing for the issue of such stock adopted
     by the Board of Directors pursuant to the authority that is hereby
     expressly vested in the Board of Directors."

     SECOND: That said amendment has been duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the DGCL by written consent of
holders of all of the issued and outstanding stock entitled to vote thereon.



<PAGE>

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed and acknowledged pursuant to Section 103 of the DGCL by the undersigned
duly authorized officer of the Corporation on this 9th day of June, 1995.


                                           MICHAEL JORDAN GOLF COMPANY, INC.


                                           By: /s/ Charles W. Reeves
                                              ----------------------------------
                                              Charles W. Reeves
                                              President





                                       -2-

<PAGE>

                                                                          PAGE 1

                                State of Delaware

                        Office of the Secretary of State



     I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "MICHAEL JORDAN GOLF COMPANY, INC." FILED IN THIS OFFICE ON THE
SEVENTEENTH DAY OF NOVEMBER, A.D. 1993, AT 9 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.

                                * * * * * * * *











                                          /s/ William T. Quillen
                             [LOGO]       --------------------------------------
                                          William T. Quillen, Secretary of State

                                          AUTHENTICATION:
                                                            *4153102
                                                    DATE:
713321003                                                   11/18/1993



<PAGE>

                          CERTIFICATE OF INCORPORATION

                                       OF

                        MICHAEL JORDAN GOLF COMPANY, INC.

     FIRST: The name of the Corporation is Michael Jordan Golf Company, Inc.

     SECOND: The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such address is Corporation
Service Company.

     THIRD: 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 total number of shares of all classes of stock which the
Corporation shall have authority to issue is 5,000,000 shares of Common Stock,
par value $0.01 per share.

     FIFTH: The name and mailing address of the incorporator of the Corporation
are as follows:

          Name                    Address
          ----                    -------
     Gary J. Kocher         One First National Plaza
                            Suite 4200
                            Chicago, Illinois 60603

     SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the By--Laws of the Corporation, subject to any specific limitation on such
power provided by any By-Laws adopted by the stockholders.

     SEVENTH: Elections of directors need not be by written ballot unless the
By-Laws of the Corporation so provide.

     EIGHTH: The Corporation is to have perpetual existence.

     NINTH: 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 the
stockholders herein are granted subject to this reservation.

     TENTH: A. A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for



<PAGE>

monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of such 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) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which such director derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as so amended. Any repeal or modification of this
Section A by the stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.

     B. (1) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that such person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

     (2) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with

                                       -2-


<PAGE>

the defense or settlement of such action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such Court of Chancery or such other court shall deem proper.

     (3) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (1) and (2) of this Section
B, or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

     (4) Any indemnification under paragraphs (1) and (2) of this Section B
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in paragraphs (1) and (2) of
this Section B. Such determination shall be made (i) by the Board of Directors
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, (ii) if such a quorum is not obtainable or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion or (iii) by the stockholders.

     (5) Expenses (including attorneys' fees) incurred by a director or officer
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the
Corporation pursuant to this Section B. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

     (6) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section B shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any by-law, agreement, vote of stockholders or disinterested

                                      -3-

<PAGE>

directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office.

     (7) For purposes of this Section B, any reference to the "Corporation"
shall include, in addition to the resulting or surviving corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Section B with respect to the
resulting or surviving corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued.

     (8) For purposes of this Section B, any reference to "other enterprise"
shall include employee benefit plans; any reference to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
any reference to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Section
B.

     (9) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section B shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.

     C. The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of Section 145 of the General
Corporation Law of the State of Delaware.

                                       -4-

<PAGE>

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, makes this Certificate, hereby declaring and certifying that the facts
herein stated are true, and accordingly has hereunto set his hand and seal this
17th day of November, 1993.


                                            /s/ Gary J. Kocher
                                            ------------------------------------
                                            Gary J. Kocher

                                      -5-