EXHIBIT 3.3


                           [STATE OF CALIFORNIA LOGO]
                               SECRETARY OF STATE
                                                               [SEAL]

        I, BILL JONES, Secretary of State of the State of California, hereby
certify:

        That the attached transcript of 75 page(s) was prepared by and
in this office from the record on file, of which it purports to be a
copy, and that it is full, true and correct.

                                     IN WITNESS WHEREOF, I execute
                                     this certificate and affix the
                                     Great Seal of the State of
                                     California this
                                               Nov 05 1997
                                     -----------------------------

[CALIFORNIA STATE SEAL]


                                            /s/ Bill Jones
                                        -----------------------------
                                            Secretary of State

<PAGE>
State of California
   OFFICE OF THE SECRETARY OF STATE

I, BILL JONES, Secretary of State of the State of California, hereby certify:

That on the 13th day of April, 1959,

                        AMERICAN RECREATION CENTERS, INC.
--------------------------------------------------------------------------

became incorporated under the laws of the State of California by filing its
Articles of Incorporation in this office.

That all documents amendatory and/or supplementary thereto (including
Agreements of Merger, Restated Articles of Incorporation and Certificates
of Determination of Preferences, if any), of record in this office for said
corporation are as follows:

 page 1 of 4

DOCUMENT                                                FILED
--------                                                -----
  CERTIFICATE OF AMENDMENT..........................August 17, 1960

  CERTIFICATE OF AMENDMENT..........................July 26, 1961

  CERTIFICATE OF OWNERSHIP..........................August 2, 1961
   Merged in: South Shore Bowling Corporation,
              a California corporation

  CERTIFICATE OF OWNERSHIP..........................August 2, 1961
   Merged in: M & W Bowling Corporation,
              a California corporation

  CERTIFICATE OF OWNERSHIP..........................August 2, 1961
   Merged in: Ajax Restaurant Corporation,
              a California corporation

  CERTIFICATE OF OWNERSHIP..........................August 2, 1961
   Merged in: Alameda Restaurant Corporation,
              a California corporation

  CERTIFICATE OF OWNERSHIP..........................May 29, 1963
   Merged in: Mel's Redwood Bowl, Inc.,
              a California corporation

<PAGE>


RE: AMERICAN RECREATION CENTERS, INC.

page 2 of 4
DOCUMENT                                                FILED
--------                                                -----
 CERTIFICATE OF OWNERSHIP...........................May 29, 1963
  Merged in: Highlander Lanes, Inc.,
             a California corporation

 CERTIFICATE OF OWNERSHIP...........................May 29, 1963
  Merged in: Carmichael Lanes, Inc.,
             a California corporation

 CERTIFICATE OF OWNERSHIP...........................May 25, 1966
  Merged in: Alpine Alley, Inc.,
             a California corporation

 CERTIFICATE OF OWNERSHIP...........................May 25, 1966
  Merged in: ARC Athletic Supply, Inc.,
             a California corporation

 CERTIFICATE OF OWNERSHIP...........................May 25, 1966
  Merged in: Broadway Bowl, Inc.,
             a California corporation

 CERTIFICATE OF OWNERSHIP...........................May 25, 1966
  Merged in: Fiesta RC - San Jose Inc.,
             a California corporation

 CERTIFICATE OF OWNERSHIP...........................May 25, 1966
  Merged in: Grass Valley Lanes, Inc.,
             a California corporation

 CERTIFICATE OF OWNERSHIP...........................May 25, 1996
  Merged in: Jayco, Inc., a California corporation

 CERTIFICATE OF OWNERSHIP...........................May 25, 1966
  Merged in: Palo Alto Bowl, Inc.,
             a California corporation


 CERTIFICATE OF OWNERSHIP...........................May 25, 1966
  Merged in: Peninsula Restaurants, Inc.,
             a California corporation

<PAGE>


RE: AMERICAN RECREATION CENTERS, INC.

Page 3 of 4
DOCUMENT                                                FILED
--------                                                -----
 CERTIFICATE OF OWNERSHIP...........................May 25, 1966
  Merged in: Restco, Inc., a California corporation

 CERTIFICATE OF AMENDMENT...........................May 31, 1978

 CERTIFICATE OF AMENDMENT...........................May 30, 1979

 CERTIFICATE OF AMENDMENT...........................May 27, 1980

 CERTIFICATE OF AMENDMENT...........................July 2, 1982

 CERTIFICATE OF AMENDMENT...........................April 12, 1983

 CERTIFICATE OF OWNERSHIP...........................April 3, 1985
  Merged in: Recreational Enterprises, Inc.,
             a California corporation

 CERTIFICATE OF OWNERSHIP...........................April 3, 1985
  Merged in: Mel's Alameda Bowl, Inc.,
             a California corporation

 CERTIFICATE OF AMENDMENT...........................July 15, 1985

 CERTIFICATE OF AMENDMENT...........................July 15, 1985

 CERTIFICATE OF AMENDMENT...........................August 1, 1986

 CERTIFICATE OF AMENDMENT...........................November 17, 1988

 CERTIFICATE OF OWNERSHIP...........................February 25, 1994
  Merged in: San Francisco Sour Dogs, Inc.,
             a California corporation

 CERTIFICATE OF OWNERSHIP...........................June 29, 1995
  Merged in: Texas Arc, Inc., a Texas corporation

 AGREEMENT OF MERGER................................April 24, 1997
  Merged in: Noah Acquisition Corp., a Delaware corporation

<PAGE>



RE: AMERICAN RECREATION CENTERS, INC.


Page 4 of 4
DOCUMENT                                                FILED
--------                                                -----



[CALIFORNIA STATE SEAL]

                                                IN WITNESS WHEREOF, I execute
                                                  this certificate and affix
                                                  the Great Seal of the State
                                                  of California this 6th day
                                                  of November, 1997.

                                                /s/ Bill Jones
                                               -------------------------
                                                Secretary of State

<PAGE>


                            CERTIFICATE OF STATUS
                             DOMESTIC CORPORATION

        I, BILL JONES, Secretary of State of the State of California, hereby
certify:

        That on the 13th day of April, 1959,

                       AMERICAN RECREATION CENTERS, INC.
----------------------------------------------------------------------------
became incorporated under the laws of the State of California by filing its
Articles of Incorporation in this office; and
        That no record exists in this office of a certificate of dissolution
of said corporation nor of a court order declaring dissolution thereof, nor
of a merger or consolidation which terminated its existence; and
        That said corporation's corporate powers, rights and privileges are
not suspended on the records of this office; and
        That according to the records of this office, the said corporation
is authorized to exercise all its corporate powers, rights and privileges
and is in good legal standing in the State of California; and
        That no information is available in this office on the financial
condition, business activity or practices of this corporation.


                                        IN WITNESS WHEREOF, I execute this
                                        certificate and affix the Great Seal
                                        of the State of California this day
                                        of

                                            November 6, 1997.
                                        ----------------------------------

[CALIFORNIA STATE SEAL]

                                            /s/ Bill Jones
                                         ------------------------------------
                                                  Secretary of State

<PAGE>

                      ARTICLES OF INCORPORATION
                      -------------------------
                                 of
                  AMERICAN RECREATION CENTERS, INC.
                  ---------------------------------

        FIRST:  The name of this corporation is:

                  AMERICAN RECREATION CENTERS, INC.
                  ---------------------------------
        SECOND:   The purposes for which this corporation is formed are:

                (a) Directly or through ownership in stock of any corporation,
to primarily engage in the specific business of providing recreational
facilities of all types for the general public.
                (b) To engage, either directly or through ownership in stock
of any corporation, generally in the business of providing all types of
recreational facilities for the general public, including but not limited to
the operation of bowling alleys, theatres (both indoor and outdoor), golf
course and driving ranges, athletic fields, arenas, aquatic sports facilities,
facilities for winter sports of all kinds, the operation of restaurants, bars,
cocktail lounges, food concessions, catering services, and the retail sale of
all items related to the above mentioned recreational facilities and the
operation of all other enterprises related thereto.
                (c) To engage, either directly or through ownership of stock
in any corporation, in a business of operating hotels, motels, boarding houses,
inns, bungalow courts, resort areas, and camp grounds, and all businesses and
enterprises related thereto.
                (d) Directly or through ownership of stock in any corporation,
to buy, sell, mortgage, exchange, lease, hold for investment, or otherwise
use and operate real estate of all kinds and any interest therein.
                (e) To subscribe or cause to be subscribed for, and to take,
purchase and otherwise acquire, own, hold, use, sell,

                                      -1-
<PAGE>

assign, transfer, exchange, distribute and otherwise dispose of, the whole or
any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of
trust, debentures, securities, obligations, evidences of indebtedness, notes,
goodwill, rights, assets and property of any and every kind, or any part
thereof, of any other corporation or corporations, association or associations,
firm or firms, or person or persons, together with shares, rights, units or
interest in, or in respect of any trust estate, now or hereinafter existing, and
whether created by the laws of the State of California or of any other state,
territory or country; and to operate, manage and control certain properties, or
any of them, either in the name of such other corporation or corporations, or in
the name of this corporation, and while the owners of any of said shares of
capital stock, to exercise all rights, powers and privileges of ownership of
every kind and description, including the right to vote thereon, the power to
designate some person or persons for that purpose from time to time, and to the
same extent as natural persons might or could do.
                (f)  To borrow and lend money, but nothing herein contained
shall be construed as authorizing the business of banking, or as including the
business purposes of a commercial bank, savings bank or trust company.
                (g)  To buy, sell, manufacture and deal at retail and wholesale
in merchandise and other personal property of all description.
                (h)  To engage in any business related or unrelated to those
described in Clauses (a), (b), (c), (d), (e), (f), and (g) of of this article,
and from time to time authorized or approved by the Board of Directors of this
corporation.
                (i)  To act as a partner and joint venturer and to enter into
co-partnership and joint venture agreements with

                                      -2-
<PAGE>


joint venture agreements with other corporations and with individuals.
                (j)  To do business anywhere in the world.
                (k)  To have and exercise all rights and powers from time to
time granted to a corporation by law.
        The above purposed clause shall not be limited by reference to or
inference from one another but each such purposed clause shall be construed
as a separate statement conferring independent purposes and powers upon the
corporation.
        THIRD:  The county in the State of California wherein the principal
office for the transaction of business of this corporation is to be located is
the county of Alameda.
        FOURTH: (a) The number of the Directors of the corporation shall not
be less than five (5) nor more than seven (7), the exact number of which shall
be fixed by a by-law duly adopted by the shareholders or by the board of
directors.
                (b) The names and addresses of the persons who are appointed
to act as the first directors are:
Eliot Jones, Jr.,       4034 East Avenue, Hayward, California
Arthur J. Fowler        Route 1, P.O. Box 367, Carmel, Calif.
Robert Feuchter         205 Whitmer Court, Irvington, California
George V. Yates         P. O. Box N-1, Carmel, Calif.
George R. Walker        212 Professional Bldg., Monterey, Calif.
        FIFTH:  The total number of shares which the corporation is authorized
to issue is Five hundred thousand (500,000) shares, each share shall be without
par value, no distinction shall exist between the shares of the corporation or
the holders thereof.
        IN WITNESS WHEREOF, the undersigned, and the above named incorporators
and first directors of this corporation have executed these Articles of
Incorporation on April 7, 1959.



                                      -3-

<PAGE>

                                         /s/ Eliot Jones, Jr.
                                        -----------------------------
                                        Eliot Jones, Jr.




                                         /s/ Arthur J. Fowler
                                        ------------------------------
                                        Arthur J. Fowler




                                         /s/ Robert Feuchter
                                        ------------------------------
                                        Robert Feuchter




                                         /s/ George V. Yates
                                        ------------------------------
                                        George V. Yates




                                         /s/ George R. Walker
                                        ------------------------------
                                        George R. Walker


STATE OF CALIFORNIA     )
                        )ss.
COUNTY OF               )

        On April 8, 1959, before me GORDON CAMPBELL, a Notary Public in and for
said County and State, personally appeared Eliot Jones, Jr., Arthur J. Fowler,
Robert Feuchter, George V. Yates, and George R. Walker, known to me to be the
persons whose names are subscribed to the foregoing Articles of Incorporation,
and acknowledged to me that they executed the same.

        WITNESS my hand and official seal.


                                      /s/ Gordon Campbell
                                ------------------------------------
                                    Notary Public in and for said
                                            County and State

                                      -4-

<PAGE>



                        CERTIFICATE OF AMENDMENT OF
                        ARTICLES OF INCORPORATION OF

                     AMERICAN RECREATION CENTERS, INC.
                        a California corporation

        The undersigned, ELIOT JONES, JR., and GEORGE R. WALKER, certify
that they now are and at all times herein mentioned have been the duly
elected and acting President and Secretary of AMERICAN RECREATION CENTERS,
INC., a California corporation, and that:

        1.  At a regular meeting of the board of directors of the corporation
duly held at San Francisco, California, at 10:00 A.M. on July 12, 1960, the
following resolution was adopted:

        RESOLVED, that Article THIRD and Subparagraph (a) of
                  ARTICLE FOURTH of the Articles of Incorporation
                  be amended to read as follows:

            "THIRD:  The County in the State of California wherein
                     the principal office for the transaction of
                     business of this corporation is to be located is
                     the County of SACRAMENTO."

            (FOURTH):"(a)  The number of Directors of this Corporation
                      shall be as provided in the By-Laws of the Corporation. A
                      By-Law duly adopted by the shareholders may state that the
                      number of directors shall not be less than a stated
                      minimum (but in no case shall be less than five (5) ) nor
                      more than a stated maximum, (which in no case shall exceed
                      the before stated minimum by more than three (3) ), and in
                      such event the exact number of Directors shall be fixed
                      within such limits by a By-Law or Amendment thereto duly
                      adopted by the shareholders or the Board of Directors of
                      this Corporation. The minimum and maximum number of
                      directors so set may be changed, or a definite number
                      fixed, without the provision for an indefinite number, by
                      a By-Law duly adopted by the shareholders."

           RESOLVED FURTHER, that said amendment is hereby adopted and
                      approved.

           2.  At the annual meeting of shareholders of the corporation, duly
     held at Sacramento, California, at 10:00 A.M. on August 17,

<PAGE>
     1960, the foregoing amendment to the articles of incorporation was
     ratified and approved by a resolution identical in form to said
     directors' resolution set forth in paragraph 1 of this certificate.

           3.  The foregoing amendment was adopted and approved at said share-
     holders' meeting by the total vote of  134,829 shares.

           4.  The total number of shares of the corporation entitled to vote
     on or consent to the adoption of such amendment is 155,568.

                        DATED:  August 17, 1960.
                              ------------------

                                                /s/ Eliot Jones, Jr.
                                              --------------------------------
                                              Eliot Jones, Jr., President of
                                              American Recreation Centers, Inc.

                                                /s/ George R. Walker
                                              --------------------------------
                                              George R. Walker, Secretary of
                                              American Recreation Centers, Inc.


                                -------

        STATE OF CALIFORNIA     )
                                ) ss.
        COUNTY OF SACRAMENTO    )

                On  August 17, 1960, before me, the undersigned, a Notary
        Public in and for said County and State, personally appeared ELIOT
        JONES, JR., and GEORGE R. WALKER, known to me to be the President
        and Secretary respectively of American Recreation Centers, Inc.,
        and known to me to be the persons who executed the within Certificate
        of Amendment of Articles of Incorporation on behalf of said
        corporation, and acknowledged to me that they executed the same.
                IN WITNESS WHEREOF, I have hereunto set my hand and affixed
        my official seal in the said County of Sacramento the day and year
        in this certificate first above written.


                                            /s/ Malcolm L. McConnell
                                        --------------------------------
                                        Notary Public in and for said
                                                County and State
                                              Malcolm L. McConnell
        My Commission Expires:
           April 6, 1963

                                      -2-

<PAGE>

        STATE OF CALIFORNIA     )
                                )ss.
        COUNTY OF SACRAMENTO    )

                We, the undersigned, say:

                That we are the President and Secretary respectively of
        AMERICAN RECREATION CENTERS, INC., a California corporation; that
        the foregoing Certificate of Amendment of Articles of Incorporation
        of American Recreation Centers, Inc., is true of our own knowledge.
                We declare under penalty of perjury that the foregoing is
        true and correct.
                Executed on August 17, 1960 at Sacramento, California.


                                         /s/ Eliot Jones, Jr.
                                        ----------------------------
                                        Eliot Jones, Jr.


                                         /s/ George R. Walker
                                        ----------------------------
                                        George R. Walker

                                      -3-


<PAGE>


             Cap. stock chg. from 500,000 No Par to 1,000,000 No Par
                          CERTIFICATE OF AMENDMENT

                        OF ARTICLES OF INCORPORATION
                                    OF
                      AMERICAN RECREATION CENTERS, INC.
                      ---------------------------------

                The undersigned, ELIOT JONES, JR., and GEORGE R. WALKER,
certify that they now are and at all times herein mentioned, have been the duly
elected and acting President and Secretary of AMERICAN RECREATION CENTERS,
INC., a California corporation, and that:
                1.  At a special meeting of the Board of Directors of the
corporation duly held at San Francisco, California, at 11 A.M. on June 22,
1961, the following resolution was duly adopted:

                "RESOLVED: that Article Fifth of the Articles of
                Incorporation of AMERICAN RECREATION CENTERS, INC.,
                be amended to read in its entirety as follows:

                    `FIFTH:  The total number of shares which the
                corporation is authorized to issue is One Million
                (1,000,000) shares. Each share shall be without par
                value, and no distinction shall exist between the
                shares of the corporation or the holders thereof.'

                "RESOLVED FURTHER: that said Amendment is hereby adopted
                and approved;

                "RESOLVED FURTHER: that the President and Secretary of
                this corporation be, and they hereby are, authorized
                and directed to file the necessary Certificate of
                Amendment with the Secretary of State of California,
                and to do all other acts necessary to make this Amend-
                ment effective."

                2.  At a special meeting of the Shareholders of the corpor-
ation duly held at Sacramento, California, at 10 A.M. on July 26, 1961,
the following resolution was duly adopted:

                "RESOLVED: that Article Fifth of the Articles of Incor-
                poration of AMERICAN RECREATION CENTERS, INC., be amended
                to read in its entirety as follows:

                        `FIFTH: The total number of shares which the
                     corporation is authorized to issue is One Million
                     (1,000,000) shares. Each share shall be without
                     par value, and no distinction shall exist between
                     the shares of the corporation or the holders thereof.'"

                3.  The foregoing Amendment was adopted and approved at said
Shareholders' meeting by a total vote of 133,649 shares.

                4.  The total number of shares of the corporation entitled


                                      -1-

<PAGE>
to vote on or consent to the adoption of such Amendment is 215,568.

DATED: JULY 26, 1961.

                                          /s/ Eliot Jones, Jr.
                                        ------------------------------
                                        Eliot Jones, Jr.
                                        President of AMERICAN RECREATION
                                                        CENTERS, INC.



                                          /s/ George R. Walker
                                        ---------------------------------
                                        George R. Walker
                                        Secretary of AMERICAN RECREATION
                                                        CENTERS, INC.



                The undersigned declares under penalty of perjury that the
foregoing is true and correct of his own knowledge, and that this Certificate
was executed by him on July 26, 1961 at Sacramento, California.

                                           /s/ Eliot Jones, Jr.
                                        ---------------------------------
                                        Eliot Jones, Jr.


                The undersigned declares under penalty of perjury that the
foregoing is true and correct of his own knowledge, and that this Certificate
was executed by him on July 26, 1961 at Sacramento, California.


                                           /s/ George R. Walker
                                        ---------------------------------
                                        George R. Walker



                                      -2-


<PAGE>


  NUMBER SHARES WITHOUT PAR VALUE CHANGED FORM 1,000,000 TO 1,250,000

                          CERTIFICATE OF AMENDMENT
                        OF ARTICLES OF INCORPORATION
                                    OF
                      AMERICAN RECREATION CENTERS, INC.

        G. GERVAISE DAVIS III hereby certifies that:

        1.  He is now and at all times herein mentioned was the duly elected
and acting Vice President-Legal and Secretary of AMERICAN RECREATION CENTERS,
INC., a California corporation.
        2.  At a meeting of the Board of Directors of the corporation duly
held at San Jose, California on May 4, 1978, the following resolution was
duly adopted:

        RESOLVED, that Article Fifth of the Articles of Incorporation
        of AMERICAN RECREATION CENTERS, INC., be amended to read in
        its entirety as follows:

        "FIFTH:  The total number of shares which the corporation is
        authorized to issue in One Million Two Hundred Fifty Thousand
        (1,250,000) shares. Each share shall be without par value,
        and no distinction shall exist between the shares of the
        corporation or the holders thereof. Upon the amendment of
        this Article to read as hereinabove set forth, each
        outstanding share is split up and converted into One and
        25/100 (1.25) shares."

        3.  The vote or consent of the shareholders of the corporation is not
required under Section 902(c) of the Corporations Code.


                                                /s/ G. Gervaise Davis III
                                             ----------------------------
                                             G. GERVAISE DAVIS III
                                             Vice President-Legal and Secretary

                                      -1-


<PAGE>




                                VERIFICATION

        I declare under penalty of perjury that the matters set forth in
the foregoing Certificate of Amendment are true and correct of my own
knowledge.

        Executed at Monterey, California on May 24, 1978.


                                                  /s/ G. Gervaise Davis III
                                                ----------------------------
                                                G. GERVAISE DAVIS III



                                      -2-



<PAGE>

                          CERTIFICATE OF AMENDMENT
                        OF ARTICLES OF INCORPORATION
                                    OF
                      AMERICAN RECREATION CENTERS, INC.


        G. GERVAISE DAVIS III hereby certifies that:

        1. He is now and at all times herein mentioned was the duly elected
and acting Vice President-Legal and Secretary of AMERICAN RECREATION
CENTERS, INC., a California corporation.
        2. At a meeting of the Board of Directors of the Corporation duly
held at Monterey, California on May 12, 1979, the following Resolution was
duly adopted unanimously:

        RESOLVED, that Article Fifth of the Articles of Incorporation
        of AMERICAN RECREATION CENTERS, INC., be amended to read in
        its entirety as follows:

        "FIFTH:  The total number of shares which the corporation is
        authorized to issue is Two Million Five Hundred Thousand
        (2,500,000) shares. Each share shall be without par value,
        and no distinction shall exist between the shares of the
        corporation or the holders thereof. Upon the amendment of
        this Article to read as hereinabove set forth, each
        outstanding share is split up and converted into Two (2) shares."

        3.  The vote or consent of the shareholders of the corporation is
not required under Section 902(c) of the Corporations Code.


                                         /s/ G. Gervaise Davis III
                                       -----------------------------------
                                        G. GERVAISE DAVIS III
                                        Vice President-Legal and Secretary



                                      -1-



<PAGE>


                                VERIFICATION

        I declare under penalty of perjury that the matters set forth in
the foregoing Certificate of Amendment are true and correct of my own
knowledge.
        Executed at Monterey, California on May 18, 1979.

                                         /s/ G. Gervaise Davis III
                                        ----------------------------
                                        G. GERVAISE DAVIS III


                                      -2-



<PAGE>



                        CERTIFICATE OF AMENDMENT
                                    OF
                       ARTICLES OF INCORPORATION

ROBERT FEUCHTER and G. GERVAISE DAVIS III certify that:

        1. They are the President and Secretary, respectively, of AMERICAN
           RECREATION CENTERS, INC., a California corporation.

        2. Article FIFTH of the Articles of Incorporation of this corporation is
           amended to read as follows:

           "FIFTH: The total number of shares which the corporation
           is authorized to issue is Ten Million (10,000,000) shares.
           Each share shall be without par value, and no distinction
           shall exist between the shares of the corporation or the
           holders thereof."

        3. The foregoing amendment of Articles of Incorporation has been duly
           approved by the Board of Directors.

        4. The foregoing amendment of Articles of Incorporation has been duly
           approved by the required vote of shareholders in accordance with
           Section 902 of the Corporations Code. The total number of outstanding
           shares of the corporation is 951,988. The number of shares voting in
           favor of the amendment equaled or exceeded the vote required. The
           percentage vote required was more than 50%.

                                         /s/ Robert Feuchter
                                        ------------------------------
                                        ROBERT FEUCHTER, President


                                          /s/ G. Gervaise Davis III
                                        --------------------------------
                                        G. GERVAISE DAVIS III, Secretary


        The undersigned declare under penalty of perjury that the
matters set forth in the foregoing Certificate are true of their
own knowledge. Executed at Monterey, California on May 17, 1980.

                                            /s/ Robert Feuchter
                                        ---------------------------------


                                          /s/ G. Gervaise Davis III
                                        ---------------------------------

<PAGE>

                            CERTIFICATE OF AMENDMENT
                          OF ARTICLES OF INCORPORATION
                                       OF
                       AMERICAN RECREATION CENTERS, INC.

        G. GERVAISE DAVIS III hereby certifies that:

        1. He is now and at all times herein mentioned was the duly elected and
acting Vice President-Legal and the Secretary of AMERICAN RECREATION CENTERS,
INC., a California corporation.

        2. At a meeting of the Board of Directors of the corporation duly held
at Monterey, California on May 22, 1982, the following resolution was duly
adopted:

        RESOLVED, that Article Fifth of the Articles of Incorporation of
        AMERICAN RECREATION CENTERS, INC., be amended to read in its entirety as
        follows:

        "FIFTH: The total number of shares which the corporation is authorized
        to issue is Twelve Million Five Hundred Thousand (12,500,000) shares.
        Each share shall be without par value, and no distinction shall exist
        between the shares of the corporation or the holders thereof. Upon the
        amendment of this Article to read as hereinabove set forth, each
        outstanding share is split up and covered into One and 25/100 (1.25)
        shares."

        3. The vote or consent of the shareholders of the corporation is not
required under Section 902(c) of the Corporations Code.

                                        /s/ G. GERVAISE DAVIS III
                                        ------------------------------
                                        G. GERVAISE DAVIS III
                                        Vice President-Legal and Secretary


                                       1

<PAGE>

                                  VERIFICATION


        I declare under penalty of perjury that the matters set
forth in the foregoing Certificate of Amendment are true and
correct of my own knowledge.

        Executed at Monterey, California on June 10, 1982.


                                        /s/ G. GERVAISE DAVIS III
                                        ------------------------------
                                        G. GERVAISE DAVIS III


                                       2
<PAGE>


                            CERTIFICATE OF AMENDMENT
                          OF ARTICLES OF INCORPORATION
                                       OF
                       AMERICAN RECREATION CENTERS, INC.

        G. GERVAISE DAVIS III hereby certifies that:

        1. He is now and at all times herein mentioned was the duly elected and
acting Vice President-Legal and the Secretary of AMERICAN RECREATION CENTERS,
INC., a California corporation.

        2. At a meeting of the Board of Directors of the corporation duly held
at Monterey, California on March 30, 1983, the following resolution was duly
adopted:

        RESOLVED, that Article Fifth of the Articles of Incorporation of
        AMERICAN RECREATION CENTERS, INC., be amended to read in its entirety as
        follows:

        "FIFTH: The total number of shares which the corporation is authorized
        to issue is Eighteen Million Seven Hundred Fifty Thousand (18,750,000)
        shares. Each share shall be without par value, and no distinction shall
        exist between the shares of the corporation or the holders thereof. Upon
        the amendment of this Article to read as hereinabove set forth, each
        outstanding share is split up and covered into One and 50/100 (1.50)
        shares."

        3. The vote or consent of the shareholders of the corporation is not
required under Section 902(c) of the Corporations Code.

                                        /s/ G. GERVAISE DAVIS III
                                        ------------------------------
                                        G. GERVAISE DAVIS III
                                        Vice President-Legal and Secretary


                                       1

<PAGE>

                                  VERIFICATION


        I declare under penalty of perjury that the matters set forth in the
foregoing Certificate of Amendment are true and correct of my own knowledge.

        Executed at Monterey, California on April 8, 1983.


                                        /s/ G. GERVAISE DAVIS III
                                        ------------------------------
                                        G. GERVAISE DAVIS III


                                       2


<PAGE>

                            CERTIFICATE OF AMENDMENT
                          OF ARTICLES OF INCORPORATION
                                       OF
                       AMERICAN RECREATION CENTERS, INC.

        G. GERVAISE DAVIS III hereby certifies that:

        1. He is now and at all times herein mentioned was the duly elected and
acting Vice President-Legal and Secretary of AMERICAN RECREATION CENTERS,
INC., a California corporation.

        2. Article FIFTH of the Articles of Incorporation is amended in its
entirety to read as follows:

        "FIFTH: This Corporation is authorized to issue two classes of
        stock, designated "Common Stock" and "Preferred Stock". The
        total number of shares which this Corporation is authorized
        to issue is Eighteen Million Seven Hundred Fifty Thousand
        (18,750,000) shares without par value. The number of shares
        of Common Stock which this Corporation is authorized to issue
        is Thirteen Million Seven Hundred Fifty Thousand (13,750,000).
        The number of shares of Preferred Stock which this Corporation
        is authorized to issue is Five Million (5,000,000). The Pre-
        ferred Stock may be issued from time to time in one or more
        series. The Board of Directors of this Corporation is author-
        ized to determine or alter the rights, preferences, privileges
        and restrictions granted to or imposed upon any wholly unissued
        shares of Preferred Stock, and within the limitations or
        restrictions stated in any resolution or resolutions of the
        Board of Directors originally fixing the number of shares
        constituting any series of preferred stock, to increase or
        decrease (but not below the number of shares of any such
        series then outstanding) the number of shares of any series
        subsequent to the issuance of shares of that series, to
        determine the designation of any series, and to fix the
        number of shares of any series. Upon the amendment of this
        article to read as hereinabove set forth, each outstanding
        share of capital stock is reconstituted as one share of
        Common Stock.

    3.  The foregoing amendment of the Articles of Incorporation has been duly
approved by the Board of Directors.

    4.  The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of the Corporation
on the date of the shareholder vote was 2,709,024. The number of shares voting

<PAGE>

in favor of the amendment equaled or exceeded the vote required.
The percentage vote required was more than 50%.

        I further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of my own knowledge.

        Executed at Monterey, California on July 12, 1985.

                                            /s/ G. Gervaise Davis III
                                          -------------------------------------
                                          G. GERVAISE DAVIS III
                                          Vice President/Legal and Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT
                          OF ARTICLES OF INCORPORATION
                                       OF
                       AMERICAN RECREATION CENTERS, INC.

        G. GERVAISE DAVIS III hereby certifies that:

        1. He is now and at all times herein mentioned was the duly elected and
acting Vice President-Legal and the Secretary of AMERICAN RECREATION CENTERS,
INC., a California corporation.

        2. At a meeting of the Board of Directors of the Corporation duly
held at Monterey, California on May 17, 1985, the following resolution was
duly adopted:

        RESOLVED, that Article Fifth of the Articles of Incorporation
        of AMERICAN RECREATION CENTERS, INC. be amended to read in
        its entirety as follows:

        "FIFTH: This Corporation is authorized to issue two classes of
        stock, designated "Common Stock" and "Preferred Stock". The
        total number of shares which this Corporation is authorized
        to issue is Twenty-two Million One Hundred Eighty-seven
        Thousand Five Hundred (22,187,500) shares without part value.
        The number of shares of Common Stock which this Corporation
        is authorized to issue is Seventeen Million One Hundred
        Eighty-seven Thousand Five Hundred (17,187,500). The number of
        shares of Preferred Stock which this Corporation is authorized
        to issue is Five Million (5,000,000). The Preferred Stock may be
        issued from time to time in one or more series. The Board of
        Directors of this Corporation is authorized to determine or
        alter the rights, preferences, privileges and restrictions
        granted to or imposed upon any wholly unissued shares of
        Preferred Stock, and within the limitations or restrictions
        stated in any resolution or resolutions of the Board of
        Directors originally fixing the number of shares constituting
        any series of preferred stock, to increase or decrease (but
        not below the number of shares of any such series then
        outstanding) the



                                       1


<PAGE>
        number of shares of any series subsequent to the issuance of shares
        of that series, to determine the designation of any series, and to
        fix the number of shares of any series. Upon the amendment of this
        Article to read as hereinabove set forth, each outstanding share of
        Common Stock is split up and converted into One and 25/100 (1.25)
        shares."

    3.  The vote or consent of the shareholders of the Corporation is not
required under Section 902(c) of the Corporations Code.

        I further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of my own knowledge.

        Executed at Monterey, California on July 12, 1985.

                                           /s/ G. Gervaise Davis III
                                          -------------------------------------
                                          G. GERVAISE DAVIS III
                                          Vice President-Legal and Secretary


                                       2


<PAGE>



                            CERTIFICATE OF AMENDMENT
                          OF ARTICLES OF INCORPORATION
                                       OF
                       AMERICAN RECREATION CENTERS, INC.

        G. GERVAISE DAVIS III hereby certifies that:

        1. He is now and at all times herein mentioned was the duly elected and
acting Vice President-Legal and the Secretary of AMERICAN RECREATION CENTERS,
INC., a California corporation.

        2. At a meeting of the Board of Directors of the Corporation duly held
at Sacramento, California on May 23, 1986, the following resolution was duly
adopted:

        RESOLVED, that Article Fifth of the Articles of Incorporation
        of AMERICAN RECREATION CENTERS, INC. be amended to read in
        its entirety as follows:

        "FIFTH: This Corporation is authorized to issue two classes of stock,
        designated "Common Stock" and "Preferred Stock". The total number of
        shares which this Corporation is authorized to issue is Twenty-six
        Million Four Hundred Eighty-four Thousand Three Hundred Seventy-five
        (26,484,375) shares without par value. The number of shares of Common
        Stock which this Corporation is authorized to issue is Twenty-one
        Million Four Hundred Eighty-four Thousand Three Hundred Seventy-five
        (21,484,375) shares. The number of shares of Preferred Stock which this
        Corporation is authorized to issue is Five Million (5,000,000). The
        Preferred Stock may be issued from time to time in one or more series.
        The Board of Directors of this Corporation is authorized to determine or
        alter the rights, preferences, privileges and restrictions granted to or
        imposed upon any wholly unissued shares of Preferred Stock, and within
        the limitations or restrictions stated in any resolution or resolutions
        of the  Board of Directors originally fixing the number of shares
        constituting any series of preferred stock, to increase or decrease (but
        not below the number of shares of any such series then outstanding) the
        number of shares of any series subsequent to the issuance of shares of
        that series, to determine the designation of any series, and to fix the
        number of shares of any series. Upon the amendment of this Article to
        read as hereinabove set forth, each out-


<PAGE>

        standing share of Common Stock is split up and converted into One and
        25/100 (1.25) shares."


    3.  The vote or consent of the shareholders of the Corporation is not
required under Section 902(c) of the Corporations Code.

        I further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of my own knowledge.

        Executed at Monterey, California on July 31, 1986.

                                           /s/ G. Gervaise Davis III
                                          -------------------------------------
                                          G. GERVAISE DAVIS III
                                          Vice President/Legal and Secretary
<PAGE>

                           CERTIFICATE OF AMENDMENTS
                          OF ARTICLES OF INCORPORATION
                                       OF
                       AMERICAN RECREATION CENTERS, INC.

        ROBERT FEUCHTER and G. GERVAISE DAVIS III hereby certify that:

        1. They are the President and Secretary, respectively, of AMERICAN
RECREATION CENTERS, INC., a California corporation.

        2. Article Sixth of the Articles of Incorporation of this Corporation
is added and reads as follows:

            "SIXTH: The liability of the directors of the Corporation for
             monetary damages shall be eliminated to the fullest extent
             permissible under California law."

        3. Article Seventh of the Articles of Incorporation of this Corporation
is added and reads as follows:

            "SEVENTH: The Corporation is authorized under Section 317 of the
             California Corporations Code, to indemnify its agents (as defined
             in Section 317), whether by bylaw, agreement, or otherwise, in
             excess of that expressly permitted by Section 317, for claims
             made against them alleging a breach of duty to the Corporation
             or its shareholders, subject to the limits set forth in Section 204
             of the California Corporations Code."

        4. The foregoing amendments of Articles of Incorporation have been duly
approved by the Board of Directors.

        5. The foregoing amendments of articles of incorporation have been duly
approved by the required vote of shareholders in accordance with Section 902
of the Corporations Code. The total number of outstanding shares is 4,740,970.
The number of shares voting in favor of the amendment equaled or exceeded the
vote required. The percentage vote required was more than 50%.

        We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true
and correct of our own knowledge.

Date: November 9, 1988                        AMERICAN RECREATION CENTERS, INC.

                                              By:   /s/ Robert Feuchter
                                                 -----------------------------
                                                 ROBERT FEUCHTER
                                                 President

                                              By: /s/ G. Gervaise Davis III
                                                  ---------------------------
                                                  G. GERVAISE DAVIS III
                                                  Secretary