THIRD

                                     AMENDED

                                       AND

                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             NEWSTATE HOLDINGS, INC.


         NewState Holdings, Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

         1.       The name of the  corporation  is NewState  Holdings,  Inc. The
                  date of filing of its original  Certificate  of  Incorporation
                  with the Secretary of State was June 3, 1991.

         2.       This Third Amended and Restated  Certificate of  Incorporation
                  restates and integrates and further amends the  Certificate of
                  Incorporation  and Second Amended and Restated  Certificate of
                  Incorporation of this corporation.

         3.       The text of the Second  Amended and  Restated  Certificate  of
                  Incorporation is amended in its entirety to read as herein set
                  forth:

                                    ARTICLE I

                                      Name

         The name of the Corporation is NewState Holdings, Inc.

                                   ARTICLE II

                     Registered Office and Registered Agent

         The  address of the initial  registered  office of the  Corporation  is
Corporation  Trust Center,  1209 Orange Street,  Wilmington,  Now Castle County,
Delaware.

         The name of the registered  agent of the Corporation at such address is
The Corporation Trust Company.

                                   ARTICLE III

                               Purposes and Powers

         The purpose for which the  Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

                                   ARTICLE IV

                                  Capital Stock

 4.1     Authorized  Stock and  Classes  of Stock.  The  Corporation  shall have
         authority to issue 50,000,000  shares,  consisting of 40,000,000 shares
         of Common Stock,  $0.01 par value per share,  and 10,000,000  shares of
         Preferred  Stock,  $0.01 par value per share. The Board of Directors is
         authorized,  subject to  limitations  prescribed by law, to provide for
         the issuance of the shares of Preferred Stock in series,  and by filing
         a certificate  pursuant to the applicable law of the State of Delaware,
         to  establish  from time to time the number of shares to be included in
         each such  series,  and to fix the  designation,  voting  power,  other
         powers.  Preferences  and rights of the shares of each such  series and
         any qualifications,  limitations or restrictions thereof. The number of
         authorized shares of Preferred Stock may be increased or decreased (but
         not below the number of shares thereof  outstanding) by the affirmative
         vote  of the  holders  of a  majority  of the  stock  entitled  to vote
         thereon,  without a vote of the  holders of the  outstanding  Preferred
         Stock as a class, or of any series thereof as a class, unless a vote of
         any  such  holders  is  required   pursuant  to  the   certificate   or
         certificates establishing any such series of Preferred Stock.

 4.2     Voting  Rights  and  Cumulative  Voting.   Each  share  of  issued  and
         outstanding  Common Stock shall have one vote on all matters  submitted
         to a shareholder  vote;  provided,  however,  that  directors  shall be
         elected in the manner  provided in Section  3.02 of the Fourth  Amended
         and Restated Bylaws of the Corporation.

 4.3     Dissolution and  Liquidation  Rights and  Preferences.  In the event of
         voluntary or involuntary dissolution or liquidation of the Corporation,
         any assets of the Corporation  shall be distributed to the Common Stock
         shareholders by equal apportionment of such assets among the issued and
         outstanding shares of Common Stock without regard to class.

 4.4     Issuance and Disposition.  The Corporation,  in the discretion and upon
         resolution of the Board of Directors, may at any time, and from time to
         time, issue and dispose of any of the unissued Common Stock or treasury
         stock of the  Corporation and may create optional rights to purchase or
         subscribe for shares of Common Stock of the Corporation. Such stock may
         be issued and disposed of for such kind and amount of consideration and
         to such persons,  firms and corporations,  and such optional rights may
         be created,  and warrants or other evidence of such rights  issued,  on
         such terms, at such prices and in such manner,  as may be determined by
         resolution adopted by the Board of Directors,  subject to any provision
         of law then  applicable  and  subject to any other  provisions  of this
         Third  Amended  and  Restated  Certificate  of  Incorporation  and  any
         provisions   of  the  Fourth   Amended  and  Restated   Bylaws  of  the
         Corporation.

 4.5     Pre-emptive  Rights,   Restrictions  and  Shareholder  Obligations.  No
         shareholder  of the  Corporation  shall have any  pre-emptive  or other
         preferential  right  to  subscribe  for any of the  unissued  stock  or
         treasury  stock to be issued or sold, or for any  additional  shares of
         stock or other  securities  of any class,  or for  rights,  warrants or
         options to  purchase  stock or  subscribe  for  securities  of any kind
         convertible   into  stock  or  carrying  stock  purchase   warrants  or
         privileges. All lawful restrictions on the sale or other disposition of
         shares  may  be  placed  upon  all  or a  portion  or  portions  of the
         certificate or certificates  evidencing the  Corporation's  shares.  No
         shareholder  or  subscriber  to the stock of the  Corporation  shall be
         under any obligation to the creditors of the  Corporation  with respect
         to such stock other than the obligation to pay the Corporation the full
         consideration for which the stock was issued or is to be issued.

4.6      Amendments  to  Certificate   of   Incorporation.   The   Corporation's
         Certificate  of  Incorporation  may be amended or repealed  only by the
         affirmative  vote  of the  holders  of a  majority  of the  issued  and
         outstanding shares of Common Stock.


                                    ARTICLE V

                               Board of Directors

         Upon the filing of this  Third  Amended  and  Restated  Certificate  of
Incorporation,  the business of the Corporation shall be managed by the Board of
Directors.  The number of directors shall be fixed in the manner provided in the
Bylaws. The current Board of Directors of the Corporation shall consist of up to
six individuals, whose names and addresses appear below:

             Name                                            Address
             ----                                            -------

         Ernest B. Kim                                  NewState Holdings, Inc.
                                                        156 W. 56th Street
                                                        Suite 2005
                                                        New York, New York 10019

         Jin K. Kim                                     NewState Holdings, Inc.
                                                        156 W. 56th Street
                                                        Suite 2005
                                                        New York, New York 10019

         Sun W. Young                                   38 W. 32nd Street
                                                        Suite 900A
                                                        New York, New York 10001

         A. Sungil Noh                                  39 W. 32nd Street
                                                        Suite 1204
                                                        New York, New York 10001


                                   ARTICLE VI

                             Limitation of Liability

         A Director of the  Corporation  shall not be  personally  liable to the
Corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as a Director  except for  liability,  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  shareholders,  (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 Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the Director  derived any improper
personal benefit.

         Notwithstanding  any other provisions  herein,  personal liability of a
director  shall be eliminated to the greatest  extent  possible as is now, or in
the future, provided for by law.


                                   ARTICLE VII

          Transaction With and By Directors, Officers and Shareholders

         The Corporation may enter into contracts or transact  business with one
or more of its directors,  officers,  or shareholders,  or with any corporation,
partnership, association, business, trust company, organization or other concern
in which any one or more of its directors,  officers or  shareholders  is in any
way  interested  and, in the absence of fraud,  no such contract or  transaction
shall be  invalidated  or in any way  affected  by the fact that such  director,
officer or shareholder of the Corporation has or may have interests which are or
might be adverse to the  interests  of the  Corporation  even though the vote or
action of such director,  officer,  or shareholder having such adverse interests
may have been  necessary  to  obligate  the  Corporation  upon such  contract or
transaction if:

         (1)    the material facts as to his  relationship or interest and as to
                the contract or  transaction  are  disclosed or are known to the
                Board of Directors or the committee,  and the Board or committee
                in good faith  authorizes  the  contract or  transaction  by the
                unanimous affirmative vote of the disinterested directors,  even
                though the disinterested directors be less than a quorum; or

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

          (3)    the contract or  transaction  is fair to the  Corporation as of
                 the time it is authorized,  approved or ratified,  by the Board
                 of Directors, a committee or the shareholders.

         At any meeting of the Board of Directors or of the  shareholders of the
Corporation  which shall  authorize or ratify any such contract or  transaction,
any such director or  shareholder  may vote or act with like force and effect as
if he had no such interest,  provided that the provisions of either (1), (2), or
(3) have been complied with.

         No director or officer  shall be  disqualified  from holding  office as
director or officer of the Corporation by reason of any such adverse  interests.
In the absence of fraud, no director, officer or shareholder having such adverse
interest  shall  be  liable  to the  Corporation  or to any  director,  officer,
shareholder  or to any  creditor  thereof,  or to any other  person for any loss
incurred under or by reason of such contract or transaction,  nor shall any such
director,  officer  or  shareholder  be  accountable  for any  gains or  profits
realized thereon.


                                  ARTICLE VIII

                                     By-Laws

         The By-laws of the Corporation may be adopted, amended or repealed only
by the affirmative vote of a majority of the directors at a meeting of the Board
of Directors of the  Corporation or by the  affirmative  vote of the majority of
the  issued  and  outstanding  shares  of  Common  Stock  at a  meeting  of  the
shareholders of the Corporation.