EXHIBIT 3(a)

                            CERTIFICATE OF AMENDMENT

                                       of

                          CERTIFICATE OF INCORPORATION

                                       of

                            4KIDS ENTERTAINMENT, INC.


                - - - - - - - - - - - - - - - - - - - - - - - - -
                Under Section 805 of the Business Corporation Law
                - - - - - - - - - - - - - - - - - - - - - - - - -


      Pursuant to the provisions of Section 805 of the Business Corporation Law,
the undersigned Executive Vice President and Secretary, respectively, of 4Kids
Entertainment, Inc., hereby certify:

      FIRST: The name of the Corporation is 4Kids Entertainment, INC.

      SECOND: The Certificate of Incorporation of the Corporation was filed by
the Department of State, Albany, New York on April 28, 1970 under the original
name of American Leisure Industries, Inc.

      THIRD: The amendment of the Certificate of Incorporation of the
Corporation effected by this Certificate of Amendment is to increase the number
of shares of authorized common stock of the corporation.

      FOURTH: To accomplish the foregoing amendment, the first sentence of
Article FOURTH of the Certificate of Incorporation of the Corporation, relating
to the number of shares of authorized common stock of the Corporation, is hereby
amended to read as follows:


<PAGE>

      "FOURTH: The aggregate number of shares which the Corporation shall have
      authority to issue is Twenty-Three Million (23,000,000) shares divided
      into two classes of which Twenty Million (20,000,000) shares shall be
      designated as Common Stock, $.01 par value per share and Three Million
      (3,000,000) shares shall be designated as Preferred Stock, $.01 par value
      per share.

      FIFTH: The foregoing amendment of the Certificate of Incorporation of the
Corporation was authorized by a vote of the Board of Directors of the
Corporation, followed by a vote of the holders of 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 document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.

__ Date: April 29, 1999


                                           By     /s/ Alfred R. Kahn
                                                ------------------------
                                                Alfred R. Kahn, Chairman


                                           By    /s/ Joseph P. Garrity
                                              ----------------------------
                                              Joseph P. Garrity, Executive
                                                Vice President, Secretary


                                      -2-
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       of
                          CERTIFICATE OF INCORPORATION
                                       of
                             LEISURE CONCEPTS, INC.

                Under Section 805 of the Business Corporation Law

      Pursuant to the provisions of Section 805 of the Business Corporation Law,
the undersigned Executive Vice President and Secretary, respectively, of Leisure
Concepts, Inc., hereby certify:

      FIRST: The name of the Corporation is LEISURE CONCEPTS, INC.

      SECOND: The Certificate of Incorporation of the Corporation was filed by
the Department of State, Albany, New York on April 28, 1970 under the original
name of American Leisure Industries, Inc.

      THIRD: The amendment of the Certificate of Incorporation of the
Corporation effected by this Certificate of Amendment is to change the name of
the Corporation.

      FOURTH: To accomplish the foregoing amendment, Article FIRST of the
Certificate of Incorporation of the Corporation, relating to the name of the
Corporation, is hereby amended to read as follows:

      "FIRST: The name of the Corporation is 4Kids Entertainment, INC.

      FIFTH: The foregoing amendment of the Certificate of Incorporation of the
Corporation was authorized by a vote of the Board of Directors of the
Corporation, followed by a vote of the holders of 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 document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.

Date: November 16, 1995                 By /s/ Joseph P. Garrity
                                        ---------------------------
                                              Joseph P. Garrity,
                                           Executive Vice President


                                        By /s/ William J. Baron
                                        ---------------------------
                                        William J. Baron, Secretary


                                      -3-
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       of
                          CERTIFICATE OF INCORPORATION
                                       of
                             LEISURE CONCEPTS, INC.

               (Under Section 805 of the Business Corporation Law)

      We, the undersigned, being the Chairman and Secretary of Leisure Concepts,
Inc. in accordance with Section 805 of the Business Corporation Law, do hereby
certify:

      FIRST: The name of the Corporation is Leisure Concepts, Inc.

      SECOND: The Certificate of Incorporation of the Corporation was filed by
the Department of State on the 28th day of April, 1970 under the name American
Leisure Industries, Inc.

      THIRD: The Certificate of Incorporation of the Corporation, as amended, is
hereby amended pursuant to Section 805 of the Business Corporation Law.

      FOURTH: A new Article Ninth shall be added to the Certificate of
Incorporation to read in its entirety as follows:

      "NINTH: No director shall be personally liable to the Corporation or any
stockholder for damages for breach of fiduciary duty as a director, except for
any matter in respect of which such director shall be liable under Section 719
of the New York Business Corporation Law or any amendment thereto or successor
provision thereto or shall be liable by reason that, in addition to any and all
other requirements for such liability, he (i) shall have breached his duty of
loyalty to the Corporation or its stockholders, (ii) shall not have acted in
good faith or, in failing to act, shall not have acted in good faith, (iii)
shall have acted in a manner involving intentional misconduct or a knowing
violation of law or (iv) shall have personally gained a financial profit or
other advantage to which he was not legally entitled. Neither the amendment nor
repeal of this Article, nor the adoption of any provision of the Certificate of
Incorporation inconsistent with the Article, shall eliminate or reduce the
effect of this Article in respect of any matter occurring, or any cause of
action, suit or claim that but for this Article would accrue or arise, prior to
such amendment, repeal or adoption of an inconsistent provision."

      FIFTH: The manner in which this Amendment to the Certificate of
Incorporation of the Corporation was authorized by the vote at a meeting of all
the Directors, followed by the affirmative vote of the holders of at least a
majority of the outstanding shares of the Corporation entitled to vote thereon
at a meeting of the shareholders of the Corporation duly called and held on the
19th day of July, 1989.


                                      -4-
<PAGE>

      IN WITNESS WHEREOF, the undersigned have executed this Certificate this
19th day of July 1989.


                                       /s/ Stanley A. Weston
                                       ---------------------------
                                       Stanley A. Weston, Chairman


                                        /s/ Michael Germakian
                                        ----------------------------
                                        Michael Germakian, Secretary


                                      -5-
<PAGE>

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


      Stanley A. Weston, being duly sworn, deposes and says that he is the
Chairman of Leisure Concepts, Inc. and is one of the persons who signed the
foregoing Certificate of Amendment; that he has read the Certificate of
Amendment and knows the contents thereof and that the same is true to his own
knowledge.


                                       /s/ Stanley A. Weston
                                       ---------------------
                                       Stanley A. Weston


Sworn to before me
this 19th day of July, 1989.


/s/ Richard Zaroff
------------------
Notary Public


                                     (stamp)
                                RICHARD M. ZAROFF
                        NOTARY PUBLIC, State of New York
                                   No. 4748005
                           Qualified in Nassau County
                       Commission Expires August 31, 1989


                                      -6-
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       of
                          CERTIFICATE OF INCORPORATION
                                       of
                             LEISURE CONCEPTS, INC.

               (Under Section 805 of the Business Corporation Law)


      We, the undersigned, being the President and Secretary of Leisure
Concepts, Inc. in accordance with Section 805 of the Business Corporation Law,
do hereby certify:

      FIRST: The name of the corporation is Leisure Concepts, Inc. (hereinafter
the "Corporation").

      SECOND: The Certificate of Incorporation of the Corporation was filed by
the Department of State on the 28th day of April, 1970 under the name American
Leisure Industries, Inc.

      THIRD: The amendment of the Certificate of Incorporation of the
Corporation effected by this Certificate of Amendment is as follows: To increase
the aggregate number of shares which the Corporation shall have authority to
issue by authorizing 5,000,000 additional shares of Common Stock, par value $.01
per share and 1,000,000 additional shares of Preferred Stock, par value $.01 per
share.

      FOURTH: To accomplish the foregoing amendment, article "Fourth" of the
Certificate of Incorporation of the Corporation, relating to the authorized
number of shares of Common and Preferred Stock is hereby amended in its entirety
to read as follows:

      "FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue is Thirteen Million (13,000,000) shares divided into two
classes of which Ten Million (10,000,000) shares shall be designated as Common
Stock, $.01 par value per share and Three Million (3,000,000) shares shall be
designated as Preferred Stock, $.01 par value per share. The Preferred Stock
shall be issuable in one or more series in such designations, relative rights
and limitations as may be fixed from time to time by the Board of Directors of
the Corporation. The designations, preferences and relative, participating,
optional and other special rights of the Preferred Stock (unless otherwise fixed
by the Board of Directors) and the Common Stock, and the qualifications,
limitations and restrictions thereof, are as follows:


                                      -7-
<PAGE>

      1. The shares of Preferred Stock may be divided into and issued in one or
more series, and each series shall be so designated so as to distinguish the
shares thereof from the shares of all other series. All shares of Preferred
Stock shall be identical except in respect of particulars which may be fixed by
the Board of Directors as hereinafter provided pursuant to authority which is
hereby expressly vested in the Board of Directors. Each share of a series shall
be identical in all respects with all other shares of such series, except as to
the date from which dividends thereon shall be cumulative on any series as to
which dividends are cumulative. Shares of Preferred Stock of any series which
have been retired in any manner, including shares redeemed or reacquired by the
Corporation and shares which have been converted into or exchanged for shares of
any other class, or any series of the same or any other class, shall have the
status of authorized but unissued shares of Preferred Stock and may be reissued
as shares of the series of which they were originally a part, or any other
series.

      2. Before any shares of Preferred Stock of any series shall be issued, the
Board of Directors, pursuant to authority hereby expressly vested in it, shall
fix by resolution or resolutions the following provisions in respect of the
shares of each such series so far as the same are not inconsistent with the
provisions of this paragraph FOURTH applicable to all series of Preferred Stock:

      (a) the distinctive designations of such series and the number of shares
which shall constitute such series, which number may be increased (or decreased
except where otherwise provided by the Board of Directors in creating such
series) from time to time by like action of the Board of Directors;

      (b) the annual rate or amount of dividends payable on shares of such
series, whether such dividends shall be cumulative or non-cumulative, the
conditions upon which and/or the dates when such dividends shall be payable and
the date from which dividends on cumulative series shall accrue and be
cumulative on all shares of such series issued prior to the payment date for the
first dividend of such series;

      (c) whether such series shall be redeemable and, if so, the terms and
conditions of such redemption, including the time or times when and the price or
prices at which shares of such series shall be redeemed;

      (d) the amount and priority payable on shares of such series in the event
of liquidation, dissolution or winding up of the affairs of the Corporation;

      (e) whether such series shall be convertible into or exchangeable for
shares of any other class, and, if so, the terms and conditions thereof,
including the date or dates when such shares shall be so convertible or
exchangeable, and any adjustments which shall be made, and the circumstances in
which any such adjustments shall be made, in such conversion or exchange prices
or rates;


                                      -8-
<PAGE>

      (f) whether such series shall have any voting rights in addition to those
prescribed by law and, if so, the terms and conditions of exercise of such
voting rights; and

      (g) any other designations, preferences and relative, participating,
optional or other special rights, and any qualifications, limitations and
restrictions thereof.

      3. (a) So long as any shares of Preferred Stock of any series shall be
outstanding, the Corporation will not declare or pay any dividends on the Common
Stock (other than dividends payable solely in shares of Common Stock) or make
any distributions of any kind, either directly or indirectly, in respect of
shares of Common Stock, or make any payment on account of the purchase,
redemption or other acquisition of Common Stock, unless on the payment,
distribution or redemption date, as the case may be, all dividends on the then
outstanding shares of Preferred Stock of all series for all past dividend
periods shall have been paid to the full extent of the preference, if any, to
which each series of Preferred Stock is then entitled.

      (b) When dividends shall have been paid (or declared and set aside for
payment) on the Preferred Stock to the full extent of the preference, if any, to
which the Preferred Stock is entitled, dividends on the remaining class or
classes of stock may then be paid out of the funds of the Corporation which are
legally available therefor.

      (c) Subject to the limitations prescribed in this paragraph FOURTH and any
further limitations which may from time to time be prescribed by the Board of
Directors in accordance herewith, the holders of Common Stock shall be entitled
to receive dividends on the Common Stock, when, as and if declared by the Board
of Directors, out of the funds of the Corporation which are legally available
therefor.

      4. The authorized but unissued shares of Common Stock and the authorized
but unissued shares of Preferred Stock may be issued for such consideration, not
less than the par value thereof, as may be fixed from time to time by the Board
of Directors."

      FIFTH: The manner in which this Amendment to the Certificate of
Incorporation of the Corporation was authorized was by the affirmative vote of
the Board of Directors and followed by the affirmative vote of the holders of at
least a majority of the outstanding shares of the Corporation entitled to vote
thereon at a meeting of the shareholders of the Corporation duly called and held
on the 30th day of July, 1986.


                                      -9-
<PAGE>

      IN WITNESS WHEREOF, the undersigned have executed this Certificate this
30th day of July, 1986. We have subscribed this document and do hereby affirm,
under the penalties of perjury, that the statements contained therein are true
and correct.


                                       /s/ Stanley A. Weston
                                       ----------------------------
                                       Stanley A. Weston, President


                                      /s/ Michael Germakian
                                      -----------------------------
                                       Michael Germakian, Secretary


                                      -10-
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       of
                          CERTIFICATE OF INCORPORATION
                                       of
                             LEISURE CONCEPTS, INC.


               (Under Section 805 of the Business Corporation Law)

      We, the undersigned, being the President and Secretary of Leisure
Concepts, Inc. in accordance with Section 805 of the Business Corporation Law,
do hereby certify:

      FIRST: The name of the corporation is Leisure Concepts, Inc. (hereinafter
the "Corporation").

      SECOND: The Certificate of Incorporation of the Corporation was filed by
the Department of State on the 28th day of April, 1970 under the name American
Leisure Industries, Inc.

      THIRD: The amendment of the Certificate of Incorporation of the
Corporation effected by this Certificate of Amendment is as follows: To increase
the aggregate number of shares which the Corporation shall have authority to
issue by authorizing 2,000,000 additional shares of Common Stock, par value $.01
per share and 1,000,000 additional shares of Preferred Stock, par value $.01 per
share.

      FOURTH: To accomplish the foregoing amendment, Article "Fourth" of the
Certificate of Incorporation of the Corporation, relating to the authorized
number of shares of Common and Preferred Stock is hereby amended in its entirety
to read as follows:

      "FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue is Seven Million (7,000,000) shares divided into two classes
of which Five Million (5,000,000) shares shall be designated as Common Stock,
$.01 par value per share and Two Million (2,000,000) shares shall be designated
as Preferred Stock, $.01 par value per share. The Preferred Stock shall be
issuable in one or more series in such designations, relative rights and
limitations as may be fixed from time to time by the Board of Directors of the
Corporation. The designations, preferences and relative, participating, optional
and other special rights of the Preferred Stock (unless otherwise fixed by the
Board of Directors) and the Common Stock, and the qualifications, limitations
and restrictions thereof, are as follows:


                                      -11-
<PAGE>

      1. The shares of Preferred Stock may be divided into and issued in one or
more series, and each series shall be so designated so as to distinguish the
shares thereof from the shares of all other series. All shares of Preferred
Stock shall be identical except in respect of particulars which may be fixed by
the Board of Directors as hereinafter provided pursuant to authority which is
hereby expressly vested in the Board of Directors. Each share of a series shall
be identical in all respects with all other shares of such series, except as to
the date from which dividends thereon shall be cumulative on any series as to
which dividends are cumulative. Shares of Preferred Stock of any series which
have been retired in any manner, including shares redeemed or reacquired by the
Corporation and shares which have been converted into or exchanged for shares of
any other class, or any series of the same or any other class, shall have the
status of authorized but unissued shares of Preferred Stock and may be reissued
as shares of the series of which they were originally a part, or any other
series.

      2. Before any shares of Preferred Stock of any series shall be issued, the
Board of Directors, pursuant to authority hereby expressly vested in it, shall
fix by resolution or resolutions the following provisions in respect of the
shares of each such series so far as the same are not inconsistent with the
provisions of this paragraph FOURTH applicable to all series of Preferred Stock:

      (a) the distinctive designations of such series and the number of shares
which shall constitute such series, which number may be increased (or decreased
except where otherwise provided by the Board of Directors in creating such
series) from time to time by like action of the Board of Directors;

      (b) the annual rate or amount of dividends payable on shares of such
series, whether such dividends shall be cumulative or non-cumulative, the
conditions upon which and/or the dates when such dividends shall be payable and
the date from which dividends on cumulative series shall accrue and be
cumulative on all shares of such series issued prior to the payment date for the
first dividend of such series;

      (c) whether such series shall be redeemable and, if so, the terms and
conditions of such redemption, including the time or times when and the price or
prices at which shares of such series shall be redeemed;

      (d) the amount and priority payable on shares of such series in the event
of liquidation, dissolution or winding up of the affairs of the Corporation;

      (e) whether such series shall be convertible into or exchangeable for
shares of any other class, and, if so, the terms and conditions thereof,
including the date or dates when such shares shall be so convertible or
exchangeable, and any adjustments which shall be made, and the circumstances in
which any such adjustments shall be made, in such conversion or exchange prices
or rates;


                                      -12-
<PAGE>

      (f) whether such series shall have any voting rights in addition to those
prescribed by law and, if so, the terms and conditions of exercise of such
voting rights; and

      (g) any other designations, preferences and relative, participating,
optional or other special rights, and any qualifications, limitations and
restrictions thereof.

      3. (a) So long as any shares of Preferred Stock of any series shall be
outstanding, the Corporation will not declare or pay any dividends on the Common
Stock (other than dividends payable solely in shares of Common Stock) or make
any distributions of any kind, either directly or indirectly, in respect of
shares of Common Stock, or make any payment on account of the purchase,
redemption or other acquisition of Common Stock, unless on the payment,
distribution or redemption date, as the case may be, all dividends on the then
outstanding shares of Preferred Stock of all series for all past dividend
periods shall have been paid to the full extent of the preference, if any, to
which each series of Preferred Stock is then entitled.

      (b) When dividends shall have been paid (or declared and set aside for
payment) on the Preferred Stock to the full extent of the preference, if any, to
which the Preferred Stock is entitled, dividends on the remaining class or
classes of stock may then be paid out of the funds of the Corporation which are
legally available therefor.

      (c) Subject to the limitations prescribed in this paragraph FOURTH and any
further limitations which may from time to time be prescribed by the Board of
Directors in accordance herewith, the holders of Common Stock shall be entitled
to receive dividends on the Common Stock, when, as and if declared by the Board
of Directors, out of the funds of the Corporation which are legally available
therefor.

      4. The authorized but unissued shares of Common Stock and the authorized
but unissued shares of Preferred Stock may be issued for such consideration, not
less than the par value thereof, as may be fixed from time to time by the Board
of Directors."

      FIFTH: The foregoing amendment of the Certificate of Incorporation of the
Corporation was authorized by the vote at a meeting of the Board of Directors of
the Corporation, followed by the affirmative vote of the holders of at least a
majority of the outstanding shares of the Corporation entitled to vote thereon
at a meeting of the shareholders of the Corporation duly called and held on the
22nd day of May, 1985.


                                      -13-
<PAGE>

      IN WITNESS WHEREOF, the undersigned have executed this Certificate this
22nd day of May, 1985.


/s/ Stanley A. Weston
----------------------------
Stanley A. Weston, President


/s/ Michael Germakian
----------------------------
Michael Germakian, Secretary


                                      -14-
<PAGE>

STATE OF NEW YORK )
                  :SS.:
COUNTY OF NEW YORK)


      Stanley A. Weston, being duly sworn deposes and says that he is one of the
persons who signed the foregoing Certificate of Amendment; that he signed said
Certificate in the capacity set opposite or beneath his signature thereon; that
he has read the said Certificate and knows the contents thereof; and that the
statements contained therein are true to his own knowledge.


                                        /s/ Stanley A. Weston
                                        -----------------------------
                                        Stanley A. Weston, President


Subscribed and sworn to
before me on May 21, 1985.


/s/ (signature of Notary)
-------------------------
Notary Public


                                      -15-
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       of
                          CERTIFICATE OF INCORPORATION
                                       of
                             LEISURE CONCEPTS, INC.


               (Under Section 805 of the Business Corporation Law)


      We, the undersigned, being the President and Secretary of Leisure
Concepts, Inc. in accordance with Section 805 of the Business Corporation Law,
do hereby certify:

      FIRST: The name of the Corporation is Leisure Concepts, Inc.

      SECOND: The Certificate of Incorporation of the Corporation was filed by
the Department of State on the 28th day of April, 1970 under the name American
Leisure Industries, Inc.

      THIRD: The Certificate of Incorporation of the Corporation, as amended, is
hereby amended pursuant to Section 805 of the Business Corporation Law.

      FOURTH: Paragraph number "FOURTH" of the Certificate of Incorporation is
hereby amended in its entirety to read as follows:

      "FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue is Four Million (4,000,000) shares divided into two classes
of which Three Million (3,000,000) shares shall be designated as Common Stock,
$.01 par value per share and One Million (1,000,000) shares shall be designated
as Preferred Stock, $.01 par value per share. The Preferred Stock shall be
issuable in one or more series in such designations, relative rights and
limitations as may be fixed from time to time by the Board of Directors of the
Corporation. The designations, preferences and relative, participating, optional
and other special rights of the Preferred Stock (unless otherwise fixed by the
Board of Directors) and the Common Stock, and the qualifications, limitations
and restrictions thereof, are as follows:

      1. The shares of Preferred Stock may be divided into and issued in one or
more series, and each series shall be so designated so as to distinguish the
shares thereof from the shares of all other series. All shares of Preferred
Stock shall be identical except in respect of particulars which may be fixed by
the Board of Directors as hereinafter provided pursuant to authority which is
hereby expressly vested in the Board of Directors. Each share of a series shall
be identical in all respects with all other shares of such series, except as to
the date from which dividends thereon shall be cumulative on any series as to
which dividends are cumulative.


                                      -16-
<PAGE>

Shares of Preferred Stock of any series which have been retired in any manner,
including shares redeemed or reacquired by the Corporation and shares which have
been converted into or exchanged for shares of any other class, or any series of
the same or any other class, shall have the status of authorized but unissued
shares of Preferred Stock and may be reissued as shares of the series of which
they were originally a part, or any other series.

      2. Before any shares of Preferred Stock of any series shall be issued, the
Board of Directors, pursuant to authority hereby expressly vested in it, shall
fix by resolution or resolutions the following provisions in respect of the
shares of each such series so far as the same are not inconsistent with the
provisions of this paragraph FOURTH applicable to all series of Preferred Stock:

      (a) the distinctive designations of such series and the number of shares
which shall constitute such series, which number may be increased (or decreased
except where otherwise provided by the Board of Directors in creating such
series) from time to time by like action of the Board of Directors:

      (b) the annual rate or amount of dividends payable on shares of such
series, whether such dividends shall be cumulative or non-cumulative, the
conditions upon which and/or the dates when such dividends shall be payable and
the date from which dividends on cumulative series shall accrue and be
cumulative on all shares of such series issued prior to the payment date for the
first dividend of such series;

      (c) whether such series shall be redeemable and, if so, the terms and
conditions of such redemption, including the time or times when and the price or
prices at which shares of such series shall be redeemed;

      (d) the amount and priority payable on shares of such series in the event
of liquidation, dissolution or winding up of the affairs of the Corporation;

      (e) whether such series shall be convertible into or exchangeable for
shares of any other class, and, if so, the terms and conditions thereof,
including the date or dates when such shares shall be so convertible or
exchangeable, and any adjustments which shall be made, and the circumstances in
which any such adjustments shall be made, in such conversion or exchange prices
or rates;

      (f) whether such series shall have any voting rights in addition to those
prescribed by law and, if so, the terms and conditions of exercise of such
voting rights; and

      (g) any other designations, preferences and relative, participating,
optional or other special rights, and any qualifications, limitations and
restrictions thereof.


                                      -17-
<PAGE>

      3.(a) So long as any shares of Preferred Stock of any series shall be
outstanding, the Corporation will not declare or pay any dividends on the Common
Stock (other than dividends payable solely in shares of Common Stock) or make
any distributions of any kind, either directly or indirectly, in respect of
shares of Common Stock, or make any payment on account of the purchase,
redemption or other acquisition of Common Stock, unless on the payment,
distribution or redemption date, as the case may be, all dividends on the then
outstanding shares of Preferred Stock of all series for all past dividend
periods shall have been paid to the full extent of the preference, if any, to
which each series of Preferred Stock is then entitled.

      (b) When dividends shall have been paid (or declared and set aside for
payment) on the Preferred Stock to the full extent of the preference, if any, to
which the Preferred Stock is entitled, dividends on the remaining class or
classes of stock may then be paid out of the funds of the Corporation which are
legally available therefor.

      (c) Subject to the limitations prescribed in this paragraph FOURTH and any
further limitations which may from time to time be prescribed by the Board of
Directors in accordance herewith, the holders of Common Stock shall be entitled
to receive dividends on the Common Stock, when, as and if declared by the Board
of Directors, out of the funds of the Corporation which are legally available
therefor.

      4. The authorized but unissued shares of Common Stock and the authorized
but unissued shares of Preferred Stock may be issued for such consideration, not
less than the par value thereof, as may be fixed from time to time by the Board
of Directors.

      FIFTH: The manner in which this Amendment to the Certificate of
Incorporation of the Corporation was authorized was by the affirmative vote of
the holders of at least a majority of the outstanding shares of the Corporation
entitled to vote thereon at a meeting of the shareholders of the Corporation
duly called and


                                      -18-
<PAGE>

held on the 11th day of July, 1979.

      IN WITNESS WHEREOF, the undersigned have executed this Certificate this
17th day of July, 1979.


                                        /s/ Stanley A. Weston
                                        ---------------------
                                        Stanley A. Weston
                                        President


                                        /s/ Milton Kayle
                                        ----------------
                                        Milton Kayle
                                        Secretary


                                      -19-
<PAGE>

STATE OF NEW YORK )
                  :SS.:
COUNTY OF NEW YORK)


     Stanley  A.  Weston,  being  duly  sworn,  deposes  and says that he is the
President  of Leisure  Concepts,  Inc.  and is one of the persons who signed the
foregoing  Certificate  of  Amendment:  that  he has  read  the  Certificate  of
Amendment  and knows the  contents  thereof and that the same is true to his own
knowledge.


                                        /s/ Stanley A. Weston
                                        ---------------------
                                            Stanley A. Weston


Sworn to before me this 19th day of July, 1979.


/s/ Sheri Binder
----------------
Notary Public


                                      -20-
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        AMERICAN LEISURE INDUSTRIES, INC.


                Under Section 805 of the Business Corporation Law


      WE, the undersigned, being the President and Assistant Secretary of
AMERICAN LEISURE INDUSTRIES, INC., do hereby certify and set forth:

      FIRST: The name of the corporation is AMERICAN LEISURE INDUSTRIES, INC.

      SECOND: The Certificate of Incorporation of AMERICAN LEISURE INDUSTRIES,
INC. was filed by the Department of State on the 28th day of April, 1970.

      THIRD: The Certificate of Incorporation of AMERICAN LEISURE INDUSTRIES,
INC. is hereby amended pursuant to Section 801(b)(1) of the Business Corporation
Law.

      FOURTH: Paragraph number "FIRST" of the Certificate of Incorporation, the
subject matter of which is the name of the Corporation, is hereby eliminated and
the following provision is substituted in its place and stead:

      "FIRST: The name of the Corporation is LEISURE CONCEPTS, INC."

      FIFTH: The manner in which this amendment to the Certificate of
Incorporation of AMERICAN LEISURE INDUSTRIES, INC. was authorized was by the
unanimous written consent of the holders of all of the issued and outstanding
shares entitled to vote.

      IN WITNESS WHEREOF, the undersigned have executed this certificate this
21st day of April, 1972.


                                        /s/ Stanley A. Weston
                                        --------------------------------
                                            Stanley A. Weston, President


                                        /s/ Gerald Deutsch
                                        ---------------------------------------
                                            Gerald Deutsch, Assistant Secretary

                                      -21-
<PAGE>

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


      STANLEY A. WESTON, being duly sworn, deposes and says:

      That he is President of AMERICAN LEISURE INDUSTRIES, INC., and is one of
the persons who signed the foregoing Certificate of Amendment; that he has read
the Certificate of Amendment and knows the contents thereof and that the same is
true to his own knowledge.


                                                  /s/ Stanley A. Weston
                                                  ---------------------
                                                  STANLEY A. WESTON


Sworn to before me this 21st
day of April, 1972.


/s/ Gerald S. Deuce
-------------------
Notary Public


                                 GERALD S. Deuce
                         Notary Public State of New York
                                       No.
                           Qualified in Queens County
                           Term Expires March 30, 1974


                                      -22-
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        AMERICAN LEISURE INDUSTRIES, INC.

               Under Section 805 of the Business Corporation Law:


      WE, the undersigned, being the President and Secretary of AMERICAN LEISURE
INDUSTRIES, INC., do hereby certify and set forth:

      FIRST: The name of the corporation as AMERICAN LEISURE INDUSTRIES, INC.

      SECOND: The Certificate of Incorporation of AMERICAN LEISURE INDUSTRIES,
INC. was filed by the Department of State on the 28th day of April, 1970.

      THIRD: The Certificate of Incorporation of AMERICAN LEISURE INDUSTRIES,
INC. is hereby amended pursuant to Section 801 of the Business Corporation Law.

      FOURTH: Paragraph number "FOURTH" of the Certificate of Incorporation,
dealing with the capitalization of the Corporation, is hereby amended to be and
read as follows:


      "FOURTH: The aggregate number of shares which the Corporation shall have
the authority to issue is One Million (1,000,000) Common Shares having a par
value of One ($.01) Cent per share, aggregating Ten Thousand ($10,000) Dollars."

      Pursuant to the filing of this Certificate of Amendment and effective on
such filing date, the Corporation shall exchange and issue Three Hundred
Seventy-Five (375) of the Corporation's Common Shares, One ($.01) Cent par value
per share, for each One (1) of the Corporation's One Thousand (1,000) Common
Shares, with no par value, outstanding (being all of the authorized shares and
the Corporation having no unissued shares) and held by each shareholder, so that
there shall be Three Hundred Seventy-Five Thousand (375,000) Common Shares, One
($.01) Cent par value per share, issued and outstanding subsequent to such
exchange.

      FIFTH: Paragraph numbered "FIFTH" of the Certificate of Incorporation
dealing with the designation of the Secretary of State as the Agent for service
of process is hereby re-numbered and amended and added as a new paragraph
numbered "EIGHTH". Paragraph numbered "FIFTH" is now changed to be and read as
follows:


                                      -23-
<PAGE>

      "FIFTH: Except as may otherwise be specifically provided, no provision of
this Certificate of Incorporation is intended by the Corporation to be construed
as limiting, prohibiting, denying or abrogating any of the general or specific
powers or rights conferred under the Business Corporation Law upon the
Corporation, upon its shareholders, bondholders, and security holders, and upon
its directors, officers, and other corporate personnel, including, in
particular, the power of the Corporation to furnish indemnification to directors
and officers in the capacities defined and prescribed by the Business
Corporation Law and the defined and prescribed rights of said persons to
indemnification as same are conferred by the Business Corporation Law."

      SIXTH: A new paragraph numbered "SIXTH" is hereby added to the Certificate
of Incorporation to be and read as follows:

      "SIXTH: No holder of any of the shares of the Corporation of any class now
or hereafter authorized shall be entitled (other than as the Board of Directors
may in its discretion determine), by reason of his holding of such shares, to
any pre-emptive right to purchase or subscribe for any share or shares of the
Corporation of any class now or hereafter authorized, or any notes, debentures,
bonds, certificates of indebtedness or other securities convertible into or
carrying any options, warrants or rights to purchase shares of the Corporation,
or any warrants or other instruments evidencing rights or options to purchase or
subscribe for any such shares. Any unissued shares of the Corporation or any
additional shares of any class now or hereafter authorized, or any securities
convertible into or carrying any right to purchase shares may be issued and
disposed of by the Corporation to such persons, firms, corporations or
associations for such consideration and upon such terms as the Board of
Directors may, in its discretion, determine without offering the same to holders
then of record, of any class thereof, any such shares or securities."

      SEVENTH: A new paragraph numbered "SEVENTH" is hereby added to the
Certificate of Incorporation to be and read as follows:

      "SEVENTH: At any annual or special meeting of the Board of Directors, it
shall have the power and authority, by a majority vote, to add to, repeal or
amend, the Corporate By-Laws without prejudice to or limitation of the like
statutory power and authority of the stockholders. Any By-Laws adopted by the
Board of Directors shall be subject to amendment or repeal by the stockholders."

      EIGHTH: A new paragraph number "EIGHTH" of the Certificate of
Incorporation replacing paragraph numbered "FIFTH", dealing with the designation
of the Secretary of State as agent for service of process, is hereby added and
amended to be and read as follows:

      "EIGHTH: 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 in care of Blackman & Lefrak, 424 Madison Avenue, New York,
New York 10017."


                                      -24-
<PAGE>

      NINTH: The manner in which this amendment to the Certificate of
Incorporation of AMERICAN LEISURE INDUSTRIES, INC. was authorized was by the
unanimous vote of the holders of all the issued and outstanding shares entitled
to vote thereon at a special meeting of the shareholders, duly called and held
on the 12th day of October, 1971.

      IN WITNESS WHEREOF, the undersigned have executed this certificate this
12th day of October, 1971.


                         /s/ Stanley A. Weston
                         --------------------------------
                             Stanley A. Weston, President


                         /s/ Arthur Zeiger
                         -----------------------------
                             Arthur Zeiger, Secretary


                                      -25-
<PAGE>

STATE OF NEW YORK )
                  SS.:
COUNTY OF NEW YORK)


     STANLEY A. WESTON,  being duly sworn, deposes and says that he is President
of AMERICAN  LEISURE  INDUSTRIES,  INC. and is one of the persons who signed the
foregoing  Certificate  of  Amendment;  that  he has  read  the  Certificate  of
Amendment  and knows the  contents  thereof and that the same is true to his own
knowledge.


           DAVID J. MYERSON
   Notary Public, State of New York        /s/ Stanley A. Weston
            No. 60-2841790                 ------------------------------------
                                               Stanley A. Weston

Qualified in Westchester County
Certificate filed in New York County
Commission Expires March 30, 1973


Sworn to before me this 12th day of October, 1971.


/s/ David J. Myerson
--------------------
Notary Public


                                      -26-
<PAGE>

                          CERTIFICATE OF INCORPORATION
                                       of
                        AMERICAN LEISURE INDUSTRIES INC.


            (Pursuant to Section 402 of the Business Corporation Law)

      The Undersigned, being a natural person of at least twenty-one years of
age and acting as the incorporator of the Corporation hereby being formed under
the Business Corporation Law certifies that:

      FIRST: The name of the Corporation shall be AMERICAN LEISURE INDUSTRIES,
INC.

      SECOND: The purposes for which it is to be formed are as follows:

      (a) To engage in any business or enterprise of any description whatsoever
including, but not limited to, business or enterprises involving licensing and
merchandising, new product development, geriatrics franchising, toys and games,
hobbies and crafts, publishing, communications and entertainment, sports and
sporting goods, camping and picnicking, travel and transportation, mobil homes,
vacation homes, land development projects, hotels, motels and resorts,
photography and photo supplies, health aids, amusement parks, pets and pet
centers, gardening and lawn care, swimming pools, home-centered leisure
activities, leisure arts, mail order business, toiletries and cosmetics, public
relations, advertising, rapid graphic services and other businesses and
enterprises.

      (b) To originate, acquire by purchase, lease, assignment or otherwise own,
hold, edit, copyright, present, license the use of sell, assign, transfer and
otherwise dispose of stories, scenarios, pictures, dramas, literary
compositions, books, musical compositions, musical comedies, musical and
pictorial compositions, productions, works, publications and properties of all
kinds.

      (c) To employ actors, singers, designers, directors, conductors, writers,
composers, photographers, artists, musicians, arrangers, dancers and any and all
other performers for the purpose of creating, devising, producing and presenting
television programs, motion pictures, radio programs and all other kinds of
products.

      (d) Directly, or through ownership of stock in any corporation, to
purchase or otherwise acquire, hold, manufacture, sell, exchange, mortgage,
pledge, hypothecate, underwrite, deal in and dispose of stocks, bonds, notes,
debentures, or other evidences of indebtedness and obligations and securities of
any corporation, company, association, partnership, syndicate, entity, or
person, domestic or foreign, or of any domestic or foreign state, government, or
governmental authority or of any political or administrative subdivision or
department thereof,


                                      -27-
<PAGE>

and certificates or receipts of any kind representing or evidencing any interest
in any such stocks, bonds, notes, debentures, evidences of indebtedness,
obligations, or securities; to issue its own shares of stock, bonds, notes,
debentures, or other evidences of indebtedness and obligations and securities
for the acquisition of any such stocks, bonds, notes, debentures, evidences of
indebtedness, obligations, securities, certificates, or receipts purchased or
acquired by it; and, while the owner or holder of any such stocks, bonds, notes,
debentures, evidences of indebtedness, obligations, securities, certificates or
receipts, to exercise all the rights of ownership in respect thereof; and, to
the extent now or hereafter permitted by law, to aid by loan, subsidy, guaranty,
or otherwise, those issuing, creating, or responsible for any such stocks,
bonds, notes, debentures, evidences of indebtedness, obligations, securities,
certificates or receipts.

      (e) To purchase or otherwise acquire, hold, exchange, pledge, hypothecate,
sell, deal in, and dispose of mortgages covering any kind of property, tax
liens, and transfers of tax liens on real estate.

      (f) To transact a general real estate agency and brokerage business,
buying, selling and dealing in real estate and real property and any interest
therein, on commission, or otherwise, and renting and managing real estate; and
to act as agent, or attorney-in-fact for any persons or corporations in buying,
selling, holding and dealing in real estate and any interest therein and choses
in action secured thereby and other personal property collateral thereto and in
supervising, managing, and protecting such property and any interest therein and
claims affecting same.

      (g) To enter into, make and perform contracts of every kind and
description pertaining to the business of the corporation with any person, firm,
corporation, association, municipality, county, state, body politic or
government or colony or dependency thereof.

      (h) To acquire and pay for in cash, stocks or bonds of this corporation,
or otherwise, the good will, rights, assets and property and to undertake to
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation, provided such acquisition is related to the
purposes stated herein.

      (i)   To carry on, assist, and to participate with others, in the
            organization, financing (including lending and advancing money),
            liquidation or reorganization of firms, associations, or
            corporations engaged in any similar lawful business enterprise, and
            to lend and advance money and to give credit to individuals,
            partnerships, corporations, joint stock associations, and trustees,
            either with or without security; provided, however, nothing herein
            contained shall be taken to authorize such corporation to engage in
            the business of banking or to deal in commercial paper in the
            exercise of the functions of bank discount.


                                      -28-
<PAGE>

      (j) To borrow or raise moneys for any of the purposes of the corporation,
and from time to time, without limitation as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, in such form and with such provisions as to
preference of payment and otherwise as the Board of Directors may prescribe, and
to secure the payment of any thereof and of the interest thereon by mortgage
upon or pledge, conveyance or assignment in trust of the whole or any part of
the property of the corporation, whether at the time owned or thereafter
acquired, and to sell, pledge, or otherwise dispose of such bonds or other
obligations of the corporation for its corporate purposes.

      (k) To buy, sell, or otherwise deal in as principal, factor, agent or
broker, and upon commission or otherwise, all forms and kinds of securities,
shares of stocks, bonds, debentures, warehouse receipts, promissory notes, open
accounts, certificates of indebtedness, evidence of indebtedness of every kind,
nature or character, commercial paper, mortgages, chattel mortgages and other
similar instruments, and rights, whether secured or unsecured, including bills
and accounts receivable, choses in action, leases, contracts of conditional
sale, and any and all kinds of negotiable or non-negotiable paper (secured as
well as unsecured), evidencing or connected with the purchase, sale or exchange
of any and all kinds of personal property.

      (l) To purchase, hold, sell and transfer the shares of its own capital
stock, provided it shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any impairment of its
capital except as otherwise permitted by law, and provided further that the
shares of its own capital stock belonging to it shall not be voted upon directly
or indirectly.

      (m) To apply for, purchase, or in any manner acquire; to hold, use, own
and operate; to sell or in any manner dispose of; to grant or license letters
patent, copyrights, chemical formulas, rights of representation, licenses and
privileges of any sort, and in any manner deal with, any and all such rights,
interests, inventions, improvements and processes used in connection with or
secured under such copyrights or under letters patent of the United States or
other countries or otherwise, and to work, operate and develop the same.

      (n) To have one or more offices, to carry on all or any of its operations
and business, and to exercise all or any of its corporate powers and rights, in
any of the States, Districts, Territories or Colonies of the United States, and
in any and all foreign countries, subject to the laws of such State, District,
Territory, Colony or Country.

      (o) In general, to carry on any other business connected with the
foregoing, or incidental, appurtenant to or growing out of any of the foregoing,
or in any way necessary, suitable or proper for the accomplishment of the
aforesaid objects, purposes and powers, and to have and exercise all the powers
conferred by the laws of New York upon corporations, formed under the Business
Corporation Law of the State of New York.


                                      -29-
<PAGE>

      (p) The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in no wise limited or restricted by
reference to, or inference from, the terms of any other clause in this
Certificate of Incorporation, but the objects and purposes specified in each of
the foregoing clauses of this Article shall be regarded as independent objects
and purposes.

      THIRD: The City, incorporated village or town and the county within the
State of New York in which the office of the Corporation is to be located are as
follows:

City                                          County

New York                                      New York


      FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue is One Thousand (1000) all of which are without par value,
and all of which are of the same class.

      FIFTH: The Secretary of State is designated as the agent of the
Corporation upon whom process against the Corporation may be served. The post
office address within or without the State of New York to which the Secretary of
State shall mail a copy of any process against the Corporation served upon him
is:

                            FRANKLIN & WEINRIB
                            600 Madison Avenue
                            New York, New York 10022

          IN WITNESS WHEREOF, I, being over the age of twenty-one (21)


                                      -30-
<PAGE>

years, have made, signed and acknowledged this Certificate this 22nd day of
April, 1970.


                                      ------------------------
                                      Leonard Franklin
                                      600 Madison Avenue
                                      New York, New York 10022


STATE OF NEW YORK )
                  )SS.:
COUNTY OF NEW YORK)


      On the date hereinafter set forth, before me came LEONARD FRANKLIN, to me
known to be the individual who is described in, and who signed the foregoing
Certificate of Incorporation, and he acknowledged to me that he signed the same.

Dated: New York, New York

                                        /s/ Leola R. Glenn
                                        ------------------
                                            Notary Public

                                      -31-