CERTIFICATE
      OF INCORPORATION


OF


CABLE
      & CO. (USA), INC.


(A
      Stock
      Corporation)





The
      undersigned, in order to form a corporation under and pursuant to the provisions
      of the General Corporation Law of the State of Delaware, does hereby certify
      and
      set forth as follows:




FIRST:                      
      The name of the corporation is:




CABLE
      & CO. (USA), INC.




SECOND:                                
      The Registered Office of this corporation in the State of Delaware is to be
      located at 15 East North Street, Dover, Delaware 19901, in the County of
      Kent.




The
      Registered Agent in charge thereof
      is Vanguard Corporate Services, Ltd.




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




FOURTH:                                
      The total number of shares which the corporation is authorized to issue is
      One
      Thousand Five Hundred (1,500), all of which shall be without par
      value.




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




Name
            
            AddressFred
                Larison
            
            309
                Hamilton Street
              Albany,
                New York  12210







I,
      THE
      UNDERSIGNED, for the purpose of forming a corporation under the laws of the
      State of Delaware, do make, file and record this Certificate of Incorporation,
      and do hereby certify that the facts herein stated are true, and I have
      accordingly hereunto set my hand this 8th
      day of
      November, 1994.







/s/
      Fred
      Larison


Fred
      Larison, Incorporator





STAM1-851908-1A


CERTIFICATE
      OF AMENDMENT OF CERTIFICATE


OF
      INCORPORATION BEFORE PAYMENT OF


ANY
      PART
      OF THE CAPITAL





OF





CABLE
      & CO. (USA), INC.








It
      is
      hereby certified that:




1.           
      The name of the corporation (hereinafter called the “Corporation”)
      is




CABLE
      & CO. (USA), INC.




2.           
      The Corporation has not received any payment for any of its stock.




3.           
      The certificate of incorporation of the Corporation is hereby amended by
      striking out Article FIRST thereof and by substituting in lieu of said Article
      the following new Article:




“The
      name
      of the Corporation is CABLE & CO WORLDWIDE, INC.”




4.           
      The amendment of the certificate of incorporation of the Corporation herein
      certified was duly adopted, pursuant to the provisions of Section 241 of General
      Corporation Law of the State of Delaware, by at least a majority of the
      directors who have been elected and qualified.







Signed
      on
      December 19, 1994








/s/
      Alan
      Kandall


Alan
      Kandall, Director








/s/
      David
      Albahari


David
      Albahari, Director


















RESTATED
        CERTIFICATE OF INCORPORATION
 OF
 CABLE
        & CO WORLDWIDE, INC.











Pursuant
      to the provisions of Section 241 and Section 245 of the General Corporation
      Law
      of the State of Delaware. the undersigned being the duly elected directors
      of
      the Corporation, as hereinafter defined, hereby certify as follows:




1.
            The
                name of the corporation is Cable & Co Worldwide, Inc. (the
                “Corporation”).  The name under which the Corporation was formed
                is Cable & Co. (USA), Inc.




2.
            The
                Corporation has not received any payment for any of its stock.




3.
            The
                Certificate of Incorporation of the Corporation was filed in the
                office of
                the Secretary of State on November 10, 1994 and amended on December
                22,
                1994.




4.
            The
                Certificate of Incorporation, as heretofore amended is hereby amended
                or
                changed as follows to effect one or more of the amendments or changes
                authorized by the Delaware General Corporation Law:




(a)
            To
                change Article SECOND relating to the registered office and registered
                agent of the Corporation.




(b)
            To
                add provisions, as set forth in Article THIRD, relating to the corporate
                purposes and activities of the Corporation.




(c)
            To
                change Article FOURTH: (i) to increase the aggregate number of shares
                which the Corporation shall have authorized to issue by authorizing
                198,500 additional shares, to change the Shares form no par value
                to par
                value $.01 per share, and to fix the number of the shares of each
                class;
                and (ii) to grant authority to the Board of Directors to establish
                and
                designate various series of preferred stock (the “Preferred Stock”) and
                fix the number of shares and relative rights, preferences and limitations
                as between series.




(d)
            To
                add provisions, as set forth in Article FIFTH, relating to the rights
                of
                the holders of securities of the Corporation to purchase or receive
                securities of the Corporation.




(e)
            To
                add provisions, as set forth in Article SIXTH, with respect to the
                amendment or repeal of the Corporation’s Bylaws.











(f)
            To
                add provisions, as set forth in Article SEVENTH, relating to transactions
                between a director and the Corporation.




(g)
            To
                add provisions, as set forth in Article EIGHTH, relating to a
                reorganization of the Corporation.




(h)
            To
                add provisions, as set forth in Article NINTH, relating to the
                indemnification of directors of the Corporation.




(i)
            To
                add provisions, as set forth in Article TENTH, relating to the personal
                liability of directors to the Corporation and its stockholders.




(j)
            To
                add provisions, as set forth in Article ELEVENTH, relating to the
                amendment of the Certificate of Incorporation.




5.
            To
                accomplish the foregoing amendments, Articles SECOND, THIRD, and
                FOURTH of
                the Certificate of Incorporation of the Corporation, relating to
                the
                registered office and agent of the Corporation, the corporate purposes
                and
                activities of the Corporation, the aggregate number of shares which
                the
                Corporation is authorized to issue, the par value thereof and the
                Classes
                into which the shares’ are divided, respectively, are hereby amended to
                read as set forth in the same numbered articles of the Certificate
                of
                Incorporation as hereinafter restated and new Articles FIFTH, SIXTH,
                SEVENTH, EIGHTH, NINTH, TENTH, and ELEVENTH, relating to the matters
                set
                forth in paragraph 2(d) through paragraph 2(j) above, are hereby
                added as
                set forth in the Certificate of Incorporation as hereinafter restated.




6.
            The
                restatement of the Certificate of Incorporation of the Corporation
                herein
                certified was duly adopted, pursuant to the provisions of Section
                241 of
                the General Corporation Law of the State of Delaware, by at least
                a
                majority of the directors who have been elected and qualified.




7.
            The
                text of the Certificate of Incorporation of the Corporation is hereby
                restated as further amended or changed herein to read in full as
                follows:




FIRST:                      
      The name of the corporation Cable & Co. Worldwide, Inc. (the
“Corporation”).




SECOND:                                 
      The address of the Corporation’s registered office in the State of Delaware is
      32 Loockerman Square, Suite L-100, City of Dover, County of Kent, and its
      registered agent at such address is The Prentice-Hall Corporation System,
      Inc.




THIRD:                      
      The purpose of the Corporation is to engage in any lawful act or activities
      for
      which corporations may be organized under the General Corporation Law of
      Delaware, including but not limited to the wholesale and retail sale of footwear
      and apparel.




FOURTH:                                 
      The total number of shares of stock which the Corporation shall have authority
      to issue is two hundred thousand (200,000) which shall consist of (i) one
      hundred twenty thousand (120,000) shares of common stock, $.01 par value per
      share (the “Common Stock”), and (ii) eighty thousand (80,000) shares of
      preferred stock, $.01 par value per share (the “Preferred Stock”).











PART
      A


COMMON
      STOCK





l.           
      Each share of Common Stock issued and outstanding shall be identical in all
      respects one with the other, and no dividends shall be paid on any shares of
      Common Stock unless the same dividend is paid on all shares of Common Stock
      outstanding at the time of such payment,




2.           
      Except for and subject to those rights expressly granted to the holders of
      the
      Preferred Stock, or except as may be provided by the General Corporation Law
      of
      the State of Delaware, the holders of Common Stock shall have exclusively all
      other rights of stockholders including, but not by way of limitation, (i) the
      right to receive dividends, when, as and if declared by the Board of Directors
      out of assets lawfully available therefor, and (ii) in the event of any
      distribution of assets upon liquidation, dissolution or winding up of the
      Corporation or otherwise, the right to receive ratably and equally all the
      assets and funds of the Corporation remaining after payment to the holders
      of
      the Preferred Stock of the specific amounts which they are entitled to receive
      upon such liquidation, dissolution or winding up of the Corporation as herein
      provided.




3.           
      Each holder of shares of Common Stock shall be entitled to one vote for each
      share of such Common Stock held by such holder, and voting power with respect
      to
      all classes of securities of the Corporation shall be vested solely in the
      Common Stock, other than as specifically provided in the Corporation’s
      Certificate of Incorporation, as it may be amended, or any resolutions adopted
      by the Board of Directors pursuant thereto, with respect to the Preferred
      Stock.




PART
      B


PREFERRED
      STOCK





Authority
      is hereby vested in the Board of Directors of the Corporation to provide for
      the
      issuance of Preferred Stock and in connection therewith to fix by resolution
      providing for the issue of such series, the number of shares to be included
      and
      such of the preferences and relative participating, optional or other special
      rights and limitations of such series, including, without limitation, rights
      of
      redemption or conversion into Common Stock, to the fullest extent now or
      hereafter permitted by the General Corporation Law of the State of
      Delaware.




Without
      limiting the generality of the foregoing paragraph, the authority of the Board
      of Directors with respect to each series of Preferred Stock shall include,
      without limitation, the determination of any of the following
      matters:




a.           
      the number of shares constituting such series and the designation thereof to
      distinguish the shares of such series from the shares of all other
      series;









b.           
      the rights of holders of shares of such series to receive dividends thereon
      and
      the dividend rates, the conditions and time of payment of dividends, the extent
      to which dividends are payable in preference to, or in any other relation to,
      dividends payable on any other class or series of stock, and whether such
      dividends shall be cumulative or noncumulative;




c.           
      the terms and provisions governing the redemption of shares of such series,
      if
      such shares are to be redeemable;




d.           
      the terms and provisions governing the operation of retirement or sinking funds,
      if any;




e.           
      the voting power of such series, whether full, limited or none;




f.           
      the rights of holders of shares of such series upon the liquidation, dissolution
      or winding up of, or upon distribution of the assets of, the
      Corporation;




g.           
      the rights, if any, of holders of shares of such series to convert such shares
      into, or to exchange such shares for, any other class of stock, or of any series
      thereof, and the prices or rates for such conversions or exchanges, and any
      adjustments thereto; and




h.           
      any other preferences and relative, participating, optional or other special
      rights, qualifications, limitations or restrictions of such series.




The
      shares of each series of Preferred Stock may vary from the shares of any other
      series of Preferred Stock as to any of such matters.




FIFTH:                      
      No owner or holder of a security of the Corporation shall be entitled as a
      matter of right to purchase or receive any security of the Corporation now
      or
      hereafter authorized except as and to the extent that the Board of Directors
      in
      its absolute discretion may determine. Any security of the Corporation may
      be
      disposed of by the Corporation to such persons and upon such terms as may be
      specified by the Board or Directors or as may be specified pursuant to authority
      granted by the Board of Directors. The word “security” means a share of any
      class, any evidence of indebtedness, any right to purchase or receive any such
      share or evidence of indebtedness or any instrument convertible into or
      containing a right to purchase or receive any such share or evidence of
      indebtedness, or, without limiting the generality of the foregoing, any
      instrument commonly known at the time as a “security.”




SIXTH:                      
      In furtherance and not in limitation of the power conferred by statute, the
      Board of Directors is expressly authorized to make, alter, amend or repeal
      the
      By-Laws of the Corporation, provided that any By-Laws made, altered, amended
      or
      repealed by the Board of Directors may be altered, amended or repealed, and
      any
      By-Laws may be made, by the stockholders of the Corporation.




SEVENTH:                                 
      A director of the Corporation shall not in the absence of fraud be disqualified
      by his office from dealing or contracting with the Corporation either as a
      vendor, purchaser or otherwise nor in the absence of fraud shall a director
      of
      the Corporation be liable to account to the Corporation for any profit realized
      by him from or through any transaction or contract of the Corporation by reason
      of the fact that he, or any firm of which he is a member or any corporation
      of
      which he is an officer, director or stockholder, was interested in such
      transaction or contract if such transaction or contract has been authorized,
      approved or ratified in the manner provided in the General Corporation Law
      of
      Delaware for authorization, approval or ratification of transactions or
      contracts between the Corporation and one or more of its directors or officers,
      or between the Corporation and any other corporation, partnership, association,
      or other organization in which one or more of its directors or officers are
      directors or officers, or have a financial interest.







EIGHTH:                                 
      Whenever a compromise or arrangement is proposed between this Corporation and
      its creditors or any class of them and/or between this Corporation and its
      stockholders or any class of them, any court of equitable jurisdiction within
      the State of Delaware may, on the application in a summary way of this
      Corporation or of any creditor or stockholder thereof or on the application
      of
      any receiver or receivers appointed for this Corporation under the provisions
      of
§291 of Title 8 of the Delaware Code or on the application of trustees in
      dissolution or of any receiver or receivers appointed for this Corporation
      under
      the provisions of §279 of Title 8 of the Delaware Code order a meeting of the
      creditors or class of creditors, and/or of the stockholders or class of
      stockholders of this Corporation, as the case may be, to be summoned in such
      manner as the said court directs. If a majority in number representing three
      fourths in value of the creditors or class of creditors, and/or of the
      stockholders or class of stockholders of this Corporation, as the case may
      be,
      agree to any compromise or arrangement and to any reorganization of this
      Corporation as consequence of such compromise or arrangement, the said
      compromise or arrangement and the said reorganization shall, if sanctioned
      by
      the court to which the said application has been made, be binding on all the
      creditors or class of creditors and/or on all the stockholders or class of
      stockholders, of this Corporation, as the case may be, and also on this
      Corporation.




NINTH:                      
      The Corporation shall, to the fullest extent permitted by Section 145 of the
      Delaware General Corporation Law, as amended from time to time and Supplemented,
      indemnify any and all persons whom it shall have power to indemnify under said
      section from and against any and all of the expenses, liabilities, or other
      matters referred, to in or covered by said sections, and the indemnification
      provided for herein shall not be deemed exclusive of any other rights to which
      those indemnified may be entitled under any By-Law, agreement, vote of
      stockholders or disinterested directors or otherwise, both as to action in
      his
      or her official capacity and as to acts in another capacity while holding such
      office, and shall continue as to a person who has ceased to be a director,
      officer, employee or agent and shall inure to the benefit of the heirs,
      executors and administrators of such a person.







TENTH:                      
      The directors of the Corporation shall not be personally liable to the
      Corporation or its stockholders 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 stockholders, (ii) for acts or
      omissions not in good faith or which involve intentional misconduct or a knowing
      violation of law, (iii) under Section 174 of the General Corporation Law of
      the
      State of Delaware, or (iv) for any transaction from which the director derived
      any improper personal benefit. Any repeal or modification of the foregoing
      sentence by the stockholders of the Corporation shall not adversely affect
      any
      right or protection of a director of the Corporation existing at the time of
      such repeal or modification with respect to acts or omissions occurring prior
      to
      such repeal or modification.




ELEVENTH:                                 
      The Corporation reserves the right to amend, alter, change or repeal any
      provision contained in this Certificate of Incorporation, in the manner now
      or
      hereafter prescribed by statute, and all rights conferred upon stockholders
      herein are granted subject to this reservation.













[Space
      intentionally left blank. Signatures on following page.]








IN
      WITNESS WHEREOF, the undersigned have subscribed this document on the date
      set
      forth below and do hereby affirm, under the penalties of perjury, that the
      statements contained therein have been examined by the undersigned and are
      true
      and correct.







Date:
      February 14, 1995





/s/
      Alan
      Kandall


Alan
      Kandall, Director











/s/
      David
      Albahari


David
      Albahari, Director














CERTIFICATE
      OF THE VOTING POWERS, DESIGNATIONS,


PREFERENCES
      AND RELATIVE, PARTICIPATING, OPTIONAL


OR
      OTHER
      SPECIAL RIGHTS, AND THE QUALIFICATIONS,


LIMITATIONS
      AND RESTRICTIONS THEREOF, WHICH


HAVE
      NOT
      PEEN SET FORTH IN THE CERTIFICATE OF


INCORPORATION
      OR IN ANY AMENDMENT THERETO, OF THE





SERIES
      A


PREFERRED
      STOCK


OF


CABLE
&
CO.
      WORLDWIDE,
      INC.





Pursuant
      to Section 151 of the General


Corporation
      Law of the State of Delaware


_________________________________





We,
      the
      undersigned, being all the directors of Cable & Co. Worldwide, Inc., a
      Delaware corporation (the “Corporation”), DO HEREBY CERTIFY that the following
      resolution was duly adopted by the Board of Directors of the Corporation by
      unanimous written consent in lieu of a meeting of the Board dated February
      14,
      1995:




“RESOLVED,
      that, pursuant to the authority expressly granted to and vested in the Board
      of
      Directors by the Certificate of Incorporation of the Corporation, as amended,
      the Board of Directors hereby authorizes the designation of a separate series
      of
      preferred stock, par value $.01 per share, of the Corporation, and authorizes
      the issuance thereof, and hereby fixes the designation and amount thereof and
      the voting powers, preferences and relative, participating, optional and other
      special rights of such shares, and the qualifications, limitations or
      restrictions thereof, as follows:




1.           
      Designation and
      Amount.  The shares of the said preferred stock created by this
      Resolution shall be designated “Series A Preferred Stock” (hereinafter the
“Preferred Stock”), and the number of shares which may be issued shall initially
      be eighty thousand (80,000) shares.




2.           
      Dividends.  Holders
      of the Preferred Stock shall be entitled to receive out of the assets of the
      Corporation legally available therefor and as and when declared by the Board
      of
      Directors, cash dividends at the rate of $1.38 per share per annum, payable
      quarterly, within 30 days of the close of each quarter of the Corporation’s
      fiscal year, commencing with the quarter ending March 31, 1995. Such dividends
      shall be cumulative (whether or not in any quarterly dividend period there
      shall
      be funds of the Corporation legally available for the payment of such
      dividends), from the date of original issuance. Dividends on account of arrears
      for any past dividend periods may be declared and paid at any time, without
      reference to any regular dividend payment date, to holders of record on such
      date, not exceeding 45 days preceding the payment date thereof, as may be fixed
      by the Board of Directors of the Corporation.









Dividends
      payable on the Preferred Stock for each full quarterly dividend period shall
      be
      computed by dividing the annual rate by four. Dividends payable on the Preferred
      Stock for any period less than a full quarterly dividend period, and for the
      initial dividend period, shall be computed on the basis of a 360 day year of
      four 90 day periods and the actual number of days elapsed in the period for
      which payable, including the date of payment.




So
      long
      as any of the Preferred Stock shall be outstanding, the Corporation shall not
      declare any dividends on the common stock of the Corporation (the “Common
      Stock”) or any other stock of the Corporation ranking as to dividends or
      distribution of assets junior to the Preferred Stock (the “Junior Stock”), or
      make any payment on account of or set apart money for, a sinking or other
      analogous fund for the purchase, redemption or other retirement of any shares
      of
      Junior Stock (except for any shares held by employees of the Corporation which
      are purchased in accordance with employee stock option or similar plans and
      contractual obligations under employment agreements of the Corporation), or
      make
      any distribution in respect thereof, whether in cash or property or in
      obligations or stock of the Corporation, other than Junior Stock (such
      dividends, payments, setting apart and distributions being herein called “Junior
      Stock Payments”), unless full cumulative dividends shall have been paid or
      declared and set apart for payment upon all outstanding shares of Preferred
      Stock, at the date of such declaration in the case of any such dividend, or
      the
      date of such setting apart in the case of any such fund, or the date of such
      payment or distribution in the case of any other Junior Stock
      Payment.




In
      addition, as long as any Preferred Stock shall be outstanding, the Corporation
      shall not purchase, redeem or otherwise acquire any shares of any Junior Stock
      (except in connection with a reclassification or exchange of any Junior Stock
      or
      the purchase, redemption or other acquisition of Junior Stock with proceeds
      of a
      reasonably contemporaneous sale of Junior Stock), nor shall any funds be set
      aside or made available for any sinking fund for the purchase or redemption
      of
      any Junior Stock unless there shall be no arrearages in dividends on the
      Preferred Stock for any past quarterly dividend period.




For
      purposes of this resolution, any stock of any class or classes of the
      Corporation shall be deemed to rank:




(1)           
      prior to the shares of the Preferred Stock, either as to dividends or upon
      liquidation, if the holders of such class or classes shall be entitled to the
      receipt of dividends or of amounts distributable upon dissolution, liquidation
      or winding up of the Corporation, as the case may be, in preference or priority
      to the holders of shares of the Preferred Stock;




(2)           
      on a parity with shares of the Preferred Stock, either as to dividends or upon
      liquidation, whether or not the dividend rates, dividend payment dates or
      redemption or liquidation prices per share or sinking fund provisions, if any,
      be different from those of the Preferred Stock, if the holders of such stock
      shall be entitled to the receipt of dividends or of amounts distributable upon
      dissolution, liquidation or winding up of the Corporation, as the case may
      be,
      in proportion to their respective dividend rates or liquidation prices, without
      preference or priority, one over the other, as between the holders of such
      stock
      and the holders of shares of the Preferred Stock; and







(3)           
      junior to shares of the Preferred Stock, either as to dividends or upon
      liquidation, if such class shall be common stock or if the holders of shares
      of
      the Preferred Stock shall be entitled to receipt of dividends or of amounts
      distributable upon dissolution, liquidation or winding up of the Corporation,
      as
      the case may be, in preference or priority to the holders of shares of such
      class or classes.




3.           
      Redemption.




(a)            
      At the option of the Corporation, at any time commencing on the earliest of
      (i)
      one year from the date of issuance of the Preferred Stock; or (ii) an initial
      public offering of the Corporation’s securities (the “Public Offering”); or
      (iii) upon the merger or consolidation of any other corporation into or with
      the
      Corporation; or (iv) a sale of all or substantially all of the corporation’s
      assets, the Corporation may redeem the whole or any part of the outstanding
      Preferred Stock.




(i)           
      Notice of redemption will be mailed at least 15 days but not more than 60 days
      before the redemption date (the “Corporate Redemption Date”) to each holder of
      record of shares of the Preferred Stock to be redeemed at the address shown
      on
      the books of the Corporation (but no failure to mail such notice or any defect
      therein or in the mailing thereof shall affect the validity of the proceedings
      for such redemption except as the holder to whom the Corporation has failed
      to
      mail such notice or except as to the holder whose notice was defective). Each
      such notice shall state: (1) the redemption date; (2) the number of shares
      of
      Preferred Stock to be redeemed and, if leas than all the shares held by such
      holder are to be redeemed, the number of such shares to be redeemed from such
      holder; (3) the Stock Portion of the Redemption Price, as defined below ; (4)
      the Cash Portion of the Redemption Price, as defined below; (S) the place or
      places where certificates for such shares are to be surrendered for payment
      of
      the Redemption Price; and (6) that dividends on the shares to be redeemed will
      cease to accrue on such redemption date.




(ii)           
      On or after the Corporate Redemption Date, each holder of shares of Preferred
      Stock to be so redeemed shall present and surrender the certificate or
      certificates for such shares to the Corporation (duly and properly endorsed)
      at
      the place designated in such notice and thereupon such shares shall be redeemed
      and the Redemption Price of such shares shall be paid to, or to the order of,
      the person whose name appears on such certificate or certificates as the owner
      thereof.




(iii)           
      Any shares of Preferred Stock redeemed by the Corporation shall be retired
      and
      shall not be reissued and the Corporation may from time to time take such
      corporate action as may be necessary or appropriate to reduce the number of
      authorized shares of Preferred Stock accordingly. If less than all of the
      outstanding shares of Preferred Stock are to be redeemed, the shares to be
      so
      redeemed shall be determined pro rata. A new certificate shall be issued
      representing the unredeemed shares without cost to the holder thereof. From
      and
      after the Corporate Redemption Date, unless default shall be made by the
      Corporation in providing for the payment of the Redemption Price, all dividends
      upon the Preferred Stock thereby called for redemption shall cease to accumulate
      and all rights of the holders thereof as holders of Preferred Stock of the
      Corporation, except the right to receive the Redemption Price (but without
      interest thereon), shall cease and terminate. The Corporation shall deposit
      the
      amount required for the payment of any part of the Redemption Price not claimed
      on the Corporate Redemption Date with any state-or federally-chartered bank
      having capital and surplus of not less than $100,000,000. Any interest allowed
      on moneys so deposited shall be paid to the Corporation. Any moneys so deposited
      which shall remain unclaimed by the holders of the Preferred Stock at the end
      of
      two years after the Corporate Redemption Date shall be paid by such bank or
      savings and loan association to the Corporation upon the demand of the
      Corporation, and thereupon such bank or savings and loan association shall
      be
      relieved of all responsibility in respect thereof to such holders and such
      holders shall look only to the Corporation for payment thereof (subject to
      any
      applicable escheat or similar laws). In order to facilitate the redemption
      of
      any shares of Preferred Stock that may be chosen for redemption as provided
      herein, the Board of Directors shall be authorized to cause the Corporation’s
      transfer books to be closed as to such shares at any time prior to the Corporate
      Redemption Date.







(b)            
      Commencing five (5) years from the date of the issuance of the Preferred Stock,
      the holder of any shares of Preferred Stock shall have the right to require
      the
      Corporation to redeem all or any part of the holder’s shares of Preferred Stock.
      The holder shall exercise such right by surrender of the certificates
      representing the shares of Preferred Stock so to be redeemed, in the manner
      provided in Section 3(b)(i) hereof. The price per share at which shares of
      Preferred Stock shall be redeemed shall be the Redemption Price, as defined
      in
      Section 3(c).




(i)           
      The holder of any shares of Preferred Stock may exercise the redemption right
      pursuant to Section 3(b) hereof as to any part thereof by delivering to the
      Corporation during regular business hours; at the office of any transfer agent
      of the Corporation for the Preferred Stock or at such other place as may be
      designated by the Corporation, the certificate or certificates for the shares
      to
      be redeemed, duly endorsed or assigned in blank or to the Corporation (if so
      required by the corporation), accompanied by written notice stating that the
      holder elects to have such shares redeemed by the Corporation and stating the
      name or names (with address or addresses) in which the certificate or
      certificates for the shares of Common Stock are to be issued. Redemption shall
      be deemed to have been effected on the date when the aforesaid delivery is
      made
      (the “Holder Redemption Date”). As promptly as practicable thereafter, the
      Corporation shall (i) issue and deliver to or upon the written order of such
      holder, to the place designated by such holder the Redemption Price, as defined
      in section 3(c). Upon redemption of only a portion of the number of shares
      covered by a certificate representing shares of Preferred Stock to be redeemed,
      the Corporation shall issue and deliver to or upon the written order of the
      holder of the certificate so surrendered for redemption, at the expense of
      the
      Corporation, a new certificate covering the number of shares of Preferred Stock
      representing the unredeemed portion of the certificate so surrendered, which
      new
      certificate shall entitle the holder thereof to dividends on and all other
      rights relating to the shares of Preferred Stock represented thereby to the
      same
      extent as if the certificate theretofore covering such unredeemed shares had
      not
      been surrendered for redemption.







(c)            
      The Corporation shall redeem the Preferred Stock by (i) paying in cash therefor
      to the holders of such shares as are redeemed $11.54 per share, plus accrued
      and
      unpaid dividends to the applicable date of redemption, such dividends to be
      deemed to accrue daily for this purpose (the “Cash Portion of the Redemption
      Price”) and (ii) issuing to the holders of such shares four-tenths (.4) of a
      share of fully paid and non-assessable Common Stock for each share of Preferred
      Stock which is redeemed, subject to adjustment as set forth in Section 6 hereof
      (the “Stock Portion of the Redemption Price). The Cash Portion of the Redemption
      Price and the Stock Portion of the Redemption Price are collectively, sometimes
      referred to as the “Redemption Price”.




(d)            
      The person in whose names the certificate or certificates for shares of Common
      Stock are to be issued shall be deemed to have become a stockholder of record
      on
      the applicable Corporate Redemption Date or Holder Redemption Date, as the
      case
      may be, unless the transfer books of the Corporation are closed on that date,
      in
      which event he or it shall be deemed to have become a stockholder of record
      on
      the next succeeding date on which the transfer books are open, but the
      Redemption Price shall be that in effect on the applicable redemption
      date.




4.           
      Rights on Liquidation,
      Dissolution or Winding Up.




(a)            
      In the event of any liquidation, dissolution or winding up of the Corporation,
      voluntary or involuntary, the holders of shares of Preferred Stock then
      outstanding shall be entitled to receive, subject to the rights of any other
      class of stock which ranks senior to the Preferred Stock as to distribution
      of
      assets on liquidation, whether from capital, surplus or earnings, before any
      payment shall be made to the holders of the Common Stock or any stock ranking
      on
      liquidation junior to the Preferred Stock, the Redemption Price.




(b)            
      If upon any voluntary or involuntary liquidation, dissolution or winding up
      of
      the Corporation, the assets of the Corporation available for distribution to
      its
      stockholders shall be insufficient to pay the holders of shares of Preferred
      Stock the full amounts to which they each shall be entitled, as set forth in
      paragraph (a) above (such amount to be appropriately adjusted in the event
      of
      any stock dividend, stock split or combination or similar recapitalization
      of
      the Corporation’s capital stock), the holders of shares of Preferred Stock shall
      share in any such distribution of assets of the Corporation in proportion to
      the
      full preferential amounts to which they are entitled.




(c)            
      After payment shall have been made to the holders of shares of Preferred Stock
      of the full preferential amounts provided for in this Section 4, the holders
      of
      the Preferred Stock shall be entitled to no further participation in any
      distribution of assets of the Company.




(d)            
      Neither the merger nor the consolidation of the Corporation into or with another
      corporation nor the merger or consolidation of any other corporation into or
      with the Corporation, nor the sale, conveyance, exchange or transfer or other
      disposition of all or substantially all the assets or business of the
      Corporation, nor the filing for bankruptcy by or against the Corporation, shall
      be deemed to be a liquidation, dissolution or winding up of the Corporation
      as
      such terms are used in this Section 4.







5.           
      Fractional
      Shares.  No fractional shares of Common stock or scrip shall be
      issued upon the redemption of shares of Preferred Stock. If more than one share
      of Preferred Stock shall be surrendered for redemption at any one time by the
      same holder, the number of full shares of Common Stock issuable upon redemption
      thereof shall be computed on the basis of the aggregate number of shares of
      Preferred Stock so surrendered.  Instead of any fractional shares of
      Common Stock which would otherwise be issuable upon redemption of any shares
      of
      Preferred Stock, the Corporation shall pay a cash adjustment in respect of
      such
      fractional interest in an amount equal to $28.85 of a share of Common stock
      multiplied by such fractional interest. Fractional interests shall not be
      entitled to dividends, and the holders of fractional interests shall not be
      entitled to any rights as stockholders of the Corporation in respect of such
      fractional interest.




6.           
      Adjustments.




(a)            
      The number of shares of Common Stock issuable to holders of Preferred Stock
      shall be subject to adjustment from time to time as follows:




(i)           
      If, at any time after the issuance of the Preferred Stock, the number of shares
      of Common Stock issued and outstanding is increased by a stock dividend payable
      in shares of Common Stock or by a subdivision or split-up of shares of Common
      Stock, then, following the record date fixed for the determination of holders
      of
      Common Stock or of those entitled to receive such stock dividend, subdivision
      or
      split-up, the Stock Portion of the Redemption Price shall be appropriately
      increased so that the number of shares of Common Stock issuable on the
      redemption of each share of Preferred Stock shall be increased in proportion
      to
      such increase in outstanding shares of Common Stock.




(ii)           
      If, at any time after the issuance of the Preferred Stock, the number of shares
      of Common Stock issued and outstanding is decreased by a combination of the
      issued and outstanding shares of Common Stock, then, following the record date
      for such combination, the Stock Portion of the Redemption Price shall be
      appropriately decreased so that the number of shares of Common Stock issuable
      on
      the redemption of each share of Preferred Stock shall be decreased in proportion
      to such decrease in outstanding shares.




(iii)           
      In the case, at any time after the issuance of the Preferred Stock; of any
      capital reorganization, or any reclassification of the stock of the Corporation
      (other than a change in par value or from par value to no par value or from
      no
      par value to par value or as a result of a stock dividend or subdivision,
      split-up or combination of shares), or the consolidation or merger of the
      Corporation with or into another entity (other than a consolidation or merger
      in
      which the Corporation is the continuing corporation and which does not result
      in
      any change in the Common Stock or of the sale or other disposition of all or
      substantially all the properties and assets of the Corporation to any other
      entity), each share of Preferred Stock shall, after such reorganization,
      reclassification, consolidation, merger, sale or other disposition, be (unless,
      in the case of a consolidation, merger, sale or other disposition, payment
      shall
      have been made to the holders of all shares Preferred Stock of the full amount
      to which they shall have been entitled pursuant to Section 4 hereof) redeemable
      into the kind and number of shares of stock or other securities or property
      of
      the Corporation, or of the corporation resulting from such consolidation or
      surviving such merger or to which such properties and assets shall have been
      sold or otherwise disposed, to which the holder of the number of shares of
      Common Stock deliverable (immediately prior to the time of such reorganization,
      reclassification, consolidation, merger, sale or other disposition) upon the
      redemption of such shares would have been entitled upon such reorganization,
      reclassification, consolidation, merger, sale or other disposition. The
      provisions of this Section 6(a)(iii) shall similarly apply to successive
      reorganizations, reclassifications, consolidations, mergers, sales or other
      dispositions.







(iv)           
      All calculations under this Section 6(a) shall be made to the nearest cent
      or to
      the nearest 1/10 of a share, as the case may be.




(v)           
      In any case in which the provisions of this Section 6(a) shall require that
      an
      adjustment shall become effective immediately after a record date for an event,
      the Corporation may defer until the occurrence of such event (i) issuing to
      the
      holder of any share of Preferred Stock redeemed after such record date, and
      before the occurrence of such event, the additional shares of capital stock
      issuable upon such redemption by reason of the adjustment required by such
      event
      over and above the shares of capital stock issuable upon such redemption before
      giving effect to such adjustment and (ii) paying to such holder any amount
      in
      cash in lieu of a fractional share of capital stock pursuant to Section 5;
      provided, however, that the Corporation shall deliver to such holder a due
      bill
      or other appropriate instrument evidencing such holder’s right to receive such
      additional shares, and such cash, upon the occurrence of the event requiring
      such adjustment.




(b)            
      Whenever the Stock Portion of the Redemption Price shall be adjusted as provided
      in Section 6(a), the Corporation shall forthwith prepare a statement, signed
      by
      its chief financial officer showing in detail the facts requiring such
      adjustment and the Stock Portion of the Redemption Price that shall be in effect
      after such adjustment. The Corporation shall cause a copy of such statement
      to
      be sent by first-class certified mail, return, receipt requested, postage
      prepaid, to each holder of shares of Preferred Stock at his or its address
      appearing on the Corporation’s records. Where appropriate, such copy may be
      given in advance and may be included as part of a notice required to be mailed
      under the provisions of Section 5(c).




(c)            
      In the event the Corporation shall propose to take any action of the type
      described in clauses (i) or (ii) of Section 6(a), the Corporation shall give
      notice to each holder of shares of Preferred Stock, in the manner set forth
      in
      Section 6(b), which notice shall specify the record date, if any, with respect
      to any such action and the date on which such action is to take place. Such
      notice shall also set forth such facts with respect thereto as shall be
      reasonably necessary to indicate the effect of such action (to the extent such
      effect may be known at the date of such notice) on the Stock Portion of the
      Redemption Price and the number, kind or class of shares or other securities
      or
      property which shall be deliverable or purchasable upon the occurrence of such
      action or deliverable upon redemption of shares of Preferred Stock. In the
      case
      of any action which would require the fixing of a record date, such notice
      shall
      be given at least 20 days prior to the date so fixed, and in case of all other
      action, such notice shall be given at least 30 days prior to the taking of
      such
      proposed action. Failure to give such notice, or any defect therein, shall
      not
      affect the legality or validity of any such action.







7.           
      Payment of
      Taxes.  The Corporation shall pay all documentary, stamp or
      other transactional taxes attributable to the issuance or delivery of shares
      of
      capital stock of the Corporation upon the redemption of any shares of Preferred
      Stock; provided, however, that the Corporation shall not be required to pay
      any
      taxes which may be payable in respect of any transfer involved in the issuance
      or delivery of any certificate for such shares in a name other than that of
      the
      holder of the shares of Preferred Stock in respect of which such shares are
      being issued.




8.           
      Preservation of
      Shares.  The Corporation shall reserve, and at all times after
      the issuance of Preferred Stock shall keep reserved, free from preemptive
      rights, out of its authorized but unissued shares of Common Stock solely for
      the
      purpose of effecting the redemption of the shares of Preferred Stock, sufficient
      shares to provide for the redemption of all outstanding shares of Preferred
      Stock,




9.           
      Fully Paid and
      Non-assessable Common Stock.  All shares of Common Stock which
      may be issued in connection with the redemption provisions set forth herein
      will, upon issuance by the Corporation, be validly issued, fully paid and
      nonassessable and free from all taxes, liens or charges with respect thereto,
      and will not be subject to any sinking fund provision.




10.           
      Voting
      Rights.




(a)            
      Each share of Preferred Stock shall entitle the holder thereof to voting rights
      on a parity with holders of shares of Common Stock to the extent of one vote
      for
      each share of Preferred Stock.




(b)            
      Without the consent of the holders of at least two-thirds of the number of
      shares of Preferred Stock then outstanding, acting separately as a class, the
      Corporation shall not (i) create any series of preferred stock ranking prior
      to
      the Preferred Stock as to dividends or liquidation rights, or securities
      convertible into stock ranking prior to the Preferred Stock as to dividends
      or
      liquidation rights or (ii) amend, alter or repeal any of the preferences or
      rights of the holders of the Preferred Stock so as adversely to affect such
      preferences and rights.




IN
      WITNESS WHEREOF, this Certificate has been adopted and duly executed by at
      least
      a majority of the directors who have been duly elected and qualified of CABLE
      & CO. WORLDWIDE, INC., as of the 14th
      day of
      February 1995.


/s/
      Alan
      Kandall


Alan
      Kandall, Director





/s/
      David
      Albahari


David
      Albahari, Director











CERTIFICATE
      OF AMENDMENT OF CERTIFICATE


OF
      THE
      INCORPORATION


OF


CABLE
      & CO. WORLDWIDE, INC.








Pursuant
      to the provisions of Section 242 of the General Corporation Law of the State
      of
      Delaware, the undersigned being the duly elected officers of the Corporation,
      as
      hereinafter defined, hereby certify as follows:




1.
            The
                name of the corporation is Cable & Co. Worldwide, Inc. (the
                “Corporation”).




2.
            The
                Certificate of incorporation of the Corporation was filed in the
                office of
                the Secretary of State on November 10, 1994, amended on December
                22, 1994
                and amended and restated on February 14, 1995.




3,
            The
                Certificate of Amendment of Certificate of Incorporation of the
                Corporation herein certified was duly adopted, pursuant to the provisions
                of Section 242 of the General Corporation Law of the State of Delaware,
                by
                at least a majority of the outstanding stock of each class entitled
                to
                vote thereon.




4.
            The
                Certificate of Incorporation, as heretofore amended, is hereby amended
                by
                striking out the first paragraph of Article Fourth and by substituting
                in
                lieu of said paragraph the following paragraph:




The
      total
      number of shares of stock which the Corporation shall have authority to issue
      is
      eleven million five hundred thousand (11,500,000) which shall consist of (i)
      ten
      million (10,000,000) shares of common stock, $.01 par value per share (the
      “Common Stock”), and (ii) one million five hundred thousand (1,500,000) shares
      of preferred stock, $.01 par value per share (the “Preferred
      Stock”).




IN
      WITNESS WHEREOF, the undersigned have subscribed this document on the date
      set
      forth below and do hereby affirm, under the penalties of perjury, that the
      statements contained therein have been examined by the undersigned and are
      true
      and correct.




Dated:
      January 26, 1996


/s/
      David
      Albahari


David
      Albahari, Chairman of the Board, President and Chief Executive
      Officer





/s/
      Alan
      Kandall


Alan
      Kandall, Executive Vice President, Chief Financial Officer and
      Treasurer








CERTIFICATE
      OF THE DESIGNATION, NUMBER, POWERS,


PREFERENCES
      AND RELATIVE, PARTICIPATING,


OPTIONAL,
      AND OTHER SPECIAL RIGHTS AND THE


QUALIFICATIONS,
      LIMITATIONS, RESTRICTIONS


AND
      OTHER
      DISTINGUISHING CHARACTERISTICS OF


SERIES
      B
      PREFERRED STOCK





OF





CABLE
      & CO. WORLDWIDE, INC.





It
      is
      hereby certified that:




I.           
      The name of the corporation (hereinafter called the “Corporation”) is CABLE
& CO. WORLDWIDE, INC.




II.           
      The certificate of incorporation of the Corporation authorizes the issuance
      of
      1,435,013 shares of Preferred Stock, $.01 par value per share, and expressly
      vests in the Board of Directors of the Corporation the authority provided
      therein to issue any or all of said shares in one or more series and by
      resolution or resolutions to establish the designations, number, full or limited
      voting powers, or the denial of voting powers, preferences and relative,
      participating, optional, and other special rights and the qualifications,
      limitations, restrictions, and other distinguishing characteristics of each
      series to be issued.




III.           
      The Board of Directors of the Corporation, pursuant to the authority expressly
      vested in it as aforesaid, has adopted the following resolutions creating a
      Series B issue of Preferred Stock:




RESOLVED,
      that Six Thousand Six Hundred Sixty-Six (6,666) of the 1,435,013 authorized
      shares of Preferred Stock of the Corporation shall be designated Series B
      Preferred Stock (the “Series B Preferred Stock”) and shall possess the rights
      and privileges set forth below:




A.           
      Par Value, Stated
      Value, Accretion Rate, Purchase Price and Certificates.




1.           
      Each share of Series B Preferred Stock shall have a par value of $.01, and
      a
      stated value (face amount) of One Thousand Dollars ($1,000.00) (the “Stated
      Value”), with an accretion rate of four percent (4%) per annum on the Stated
      Value as set forth herein.




2.           
      The Series B Preferred Stock shall be offered at a purchase price of Seven
      Hundred Fifty Dollars ($750.00) per share.




3.           
      Certificates representing the shares of Series B Preferred Stock purchased
      shall
      be issued by the Corporation to the purchasers immediately upon acceptance
      of
      the subscriptions to purchase such shares.









B.           
      Dividends.




1.           
      The Series B Preferred Stock will bear no dividends, and the holders of the
      Series B Preferred Stock shall not be added to the receipt of dividends on
      the
      Series B Preferred Stock.




C.           
      Liquidation
      Preference.




1.           
      In the event of any liquidation, dissolution or winding up of the Corporation,
      ,
      either voluntary or involuntary (a “Liquidation”), the holders of shares of the
      Series Preferred Stock then issued and outstanding shall be entitled to be
      paid
      out of the assets of the Corporation available for distribution to its
      shareholders, whether from capital, surplus or earnings, before any payment
      shall be made to the holders of shares of the Common Stock or upon any other
      series of Preferred Stock of the Corporation with a liquidation preference
      subordinate to the liquidation preference of the Series B Preferred Stock,
      an
      amount per share equal to the sum of (i) the Stated Value and (ii) an amount
      equal to four percent (4%) of the Stated Value multiplied by the fraction N/365,
      where N equals the number of days elapsed since full payment for the shares
      of
      Series B Preferred Stock was deposited with the escrow agent for the offering
      of
      the Series B Preferred Stock.  If, upon any Liquidation of the
      Corporation, the assets of the Corporation available for distribution to its
      shareholders shall be insufficient to pay the holders of shares of the Series
      B
      Preferred Stock and the holders of any other series of Preferred Stock with
      a
      liquidation preference equal to the liquidation preference of the Series B
      Preferred Stock the full amounts to which they shall respectively be entitled,
      the holders of shares of the Series B Preferred Stock and the holders of any
      other series of Preferred Stock with liquidation preference equal to the
      liquidation preference of the Series B Preferred Stock shall receive all of
      the
      assets of the Corporation available for distribution and each such holder of
      shares of the Series B Preferred Stock and the holders of any other series
      of
      Preferred Stock with a liquidation preference equal to the liquidation
      preference of the Series B Preferred Stock shall share ratably in any
      distribution in accordance with the amounts due such shareholders. After payment
      shall have been made to the holders of shares of the Series B Preferred Stock
      of
      the full amount to which they shall be entitled, as aforesaid, the holders
      of
      shares of the Series B Preferred Stock shall be entitled to no further
      distributions thereon and the holders of shares of the Common Stock and of
      shares of any other series of stock of the Corporation shall be entitled to
      share, according to their respective rights and preferences, in all remaining
      assets of the Corporation available for distribution to its
      shareholders




2.           
      A merger or consolidation of the Corporation with or into any other corporation,
      or a sale, lease, exchange, or transfer of all or any part of the assets of
      the
      Corporation which shall not in fact result in the liquidation (in whole or
      in
      part) of the Corporation and the distribution of its assets to its shareholders
      shall not be deemed to be a voluntary or involuntary liquidation (in whole
      or in
      part), dissolution, or winding-up of the Corporation.




D.           
      Conversion of Series
      B
      Preferred Stock




The
      holders of Series B Preferred Stock shall have the following conversion
      rights:







1.           
      Right to
      Convert.  Each share of Series B Preferred Stock shall be
      convertible, on the Conversion Dates and at the Conversion Prices set forth
      below, into fully paid and nonassessable shares of Common Stock (sometimes
      referred to herein as “Conversion Shares”).




2.           
      Mechanics of
      Conversion.  Each holder of Series B Preferred Stock who
      desires to convert the same into shares of Common Stock shall provide notice
      (“Conversion Notice’) via telecopy (facsimile) to the Corporation. The original
      certificate or certificates representing the Series B Preferred Stock for which
      conversion is elected, shall be delivered to the Corporation by international
      courier, duly endorsed. The date upon which a Conversion Notice is received
      by
      the Corporation shall be a “Notice Date.”




Upon
      receipt by the Corporation of a facsimile copy of a Conversion Notice, the
      Corporation shall immediately send to the holder, via telecopy (facsimile),
      a
      confirmation of receipt of the Conversion notice which shall specify that the
      conversion Notice has been received and the name and telephone number of a
      contact person at the Corporation whom the holder should contact regarding
      information related to the conversion. The Corporation shall use all reasonable
      efforts to issue and deliver within three (3) business days after the Notice
      Date, to such holder of Series B Preferred Stock at the address of the holder
      on
      the stock books of the Corporation, a certificate or certificates for the number
      of shares of Common Stock to which the holder shall be entitled as aforesaid;
      provided that the original shares of Series B Preferred Stock to be converted
      are received by the transfer agent or the Corporation within three (3) business
      days after the Notice Date and the person or persons entitled to receive the
      shares of Common Stock issuable upon such conversion shall be treated for all
      purposes as the record holder or holders of such shares of Common Stock on
      such
      date. If the original certificate(s) representing the shares of Series B
      Preferred Stock to be converted are not received by the transfer agent or the
      Corporation within three (3) business days after Notice Date, the Conversion
      Notice shall become null and void.




3.           
      Lost or Stolen
      Certificates.  Upon receipt by the Corporation of evidence of
      the loss, destruction, theft or mutilation of any Series B Preferred Stock
      certificates (the “Certificates’) and (in the case of loss, theft or
      destruction) of indemnity or security reasonably satisfactory to the
      Corporation, and upon surrender and cancellation of the Certificates, if
      mutilated, the Corporation shall execute and deliver new Series B Preferred
      Stock Certificates of like tenor and date. However, the Corporation shall not
      be
      obligated to re-issue such lost or stolen Series B Preferred Stock Certificates
      if the holder thereof contemporaneously requests the Corporation to convert
      such
      Series B Preferred Stock into Common Stock, in which event the Corporation
      shall
      be entitled to rely on an affidavit of loss, destruction or theft of the Series
      B Preferred Stock Certificate or, in the case of mutilation, tender of the
      mutilated certificate, and shall issue the Conversion Shares.




4.           
      Conversion
      Dates.  The shares of Series B Preferred Stock shall become
      convertible into shares of Common Stock at any time commencing forty-five (45)
      days after the date of issuance of the shares to be converted (referred to
      as a
“Conversion Date”).







5.           
      Conversion
      Formula/Conversion Price.  Each share of Series B Preferred
      Stock shall be convertible into the number of shares of Common Stock in
      accordance with the following formula (the “Conversion Formula”):




[(.04)
      x (N/365) x (1.000)]
      + 1.000


Conversion
      Price


Where,





N
                =
            the
                number of days between (i) the date that, in connection with the
                consummation of the initial purchase by holder of shares of Series
                B
                Preferred Stock from the Corporation, the escrow agent first had
                in its
                possession funds representing full payment for the shares of Series
                B
                Preferred Stock being converted, and (ii) the Notice Date.





Conversion


Price
                =
            the
                lesser of (x) $2.50 or (y) the average Closing Bid Price of the
                Corporation’s Common Stock for the five (5) trading days immediately
                preceding the Notice Date.





For
      purposes hereof, the term “Closing Bid Price” shall mean the closing bid price
      on the Nasdaq SmallCap Stock Market, or if no longer traded thereon, the closing
      bid price on the principal national securities exchange on which the Common
      Stock is so traded.




6.           
      Automatic
      Conversion.  Each share of Series B Preferred Stock outstanding
      on October 31, 2000 automatically shall be converted into Common Stock on such
      date in accordance with the Conversion Formula and the Conversion Price then
      in
      effect, and October 31, 2000 shall be deemed to be the Notice Date with respect
      to such conversion.




7.           
      No Fractional
      Shares.  If any conversion of the Series B Preferred Stock
      would create a fractional share of Common Stock or a right to acquire a
      fractional share of Common Stock, such frictional share shall be disregarded
      and
      the number of shares of Common Stock issuable upon conversion, if the aggregate,
      shall be the next higher number of shares.




8.           
      Reservation of Stock
      Issuable Upon Conversion. The Corporation shall at all times reserve and
      keep available out of its authorized but unissued shares of Common Stock, solely
      for the purpose of effecting the conversion of the shares of the Series B
      Preferred Stock, such number of its shares of Common stock as shall from time
      to
      time be sufficient to effect the conversion of all then outstanding shares
      of
      the Series B Preferred Sock; and if at any time the number of authorized but
      unissued shares of Common Stock shall not be sufficient to effect the conversion
      of all then outstanding shares of the Series B Preferred Stock, the Corporation
      will take such corporate action as may be necessary to increase its authorized
      but unissued shares of Common Stock to such number of shares as shall be
      sufficient for such purpose.




9.           
      Adjustment to
      Conversion Price.




(a)           
      If, prior to the conversion of all shares of Series B Preferred Stock, the
      number of outstanding shares of Common Shack is increased by a stock split,
      stock dividend, or other similar event, the Conversion Price shall be
      proportionately reduced, or if the number of outstanding shares of Common Stock
      is decreased by a combination or reclassification of shares, or other similar
      event, the Conversion Price shall be proportionately increased.







(b)           
      If, prior to the conversion of all shares of Series B Preferred Stock, there
      shall be any merger, consolidation, exchange of shares, recapitalization,
      amortization, or other similar event, as a result of which shares of Common
      Stock of the Corporation shall be changed into the same or a different number
      of
      shares of the same or another class or classes of stock or securities of the
      Corporation or another entity, then the holders of Series B Preferred Stock
      shall thereafter have the right to purchase and receive upon conversion of
      shares of Series B Preferred Stock, upon. the basis and upon the terms and
      conditions specified herein and in lieu of the shares of Common Stock
      immediately theretofore issuable upon conversion, such share of stock and for
      securities as may be issued or payable with respect to or in exchange for the
      number of shares of Common Stock immediately theretofore purchasable and
      receivable upon the conversion of shares of Series B Preferred Stock held by
      such holders had such merger, consolidation, exchange of shares,
      recapitalization or reorganization not taken place, and in any such case
      appropriate provision shall be made with respect to the rights and interests
      of
      the holders of the Series B Preferred Stock to the end that the provisions
      hereof (including, without limitation, provisions for adjustment of the
      Conversion Price and of the number of shares issuable upon conversion of the
      Series B Preferred Stock) shall thereafter be applicable, as nearly as may
      be
      practicable in relation to any shares of stock or securities thereafter
      deliverable upon the exercise hereof. The Corporation shall not effect any
      transaction described in this subsection unless the resulting successor or
      acquiring entity (if not the Corporation) assumes by written instrument the
      obligation to deliver to the holders of the Series B Preferred Stock such shares
      of stock and/or securities as, in accordance with the foregoing provisions,
      the
      holders of the Series B Preferred Stock may be entitled to
      purchase.




(c)           
      If any adjustment under this subsection would create a fractional share of
      Common Stock or a right to acquire a fractional share of Common Stock, such
      fractional share shall be disregarded and the number of shares of Common Stock
      issuable upon conversion shall be the next higher number of shares.




E.           
      Voting.  Except
      as otherwise provided below or by the General Corporation Law of the State
      of
      Delaware, the holders of the Series B Preferred Stock shall have no voting
      Power
      whatsoever, and no holder of Series B Preferred Stock shall vote or otherwise
      participate in any proceeding in which actions shall be taken by the Corporation
      or the shareholders thereof or be entitled to notification as to any meeting
      of
      the Board of Directors or the shareholders.




Notwithstanding
      the above, Corporation shall provide holders of the Series B Preferred Stock
      (“Holders”) with notification of any meeting of the shareholders regarding any
      major corporate events affecting the Corporation.  In the event of any
      taking by the Corporation of a record of its shareholders for the purpose of
      determining shareholders who are entitled to receive payment of any dividend
      or
      other distribution, any right to subscribe for, purchase or otherwise require
      any share of any class or any other securities or property (including by way
      of
      merger, consolidation or reorganization), or to receive any other right, or
      for
      the purpose of determining shareholders who are entitled to vote in connection
      with any proposed sale, lease or conveyance of or substantially all of the
      assets of the Corporation, or any proposed liquidation, dissolution or winding
      up of the Corporation, the Corporation shall mail a notice to the Holders,
      at
      least ten (10) days prior to the record date specified therein, of the date
      on
      which any such record is to be taken for the purpose of such dividend,
      distribution, right or other event, and a brief statement regarding the amount
      and character of such dividend, distribution, right or other event to the extent
      known at such time.







To
      the
      extent that, under Delaware law, the vote of the Holders, voting separately
      as a
      class, is required to authorize a given action of the Corporation, the
      affirmative vote or consent of the Holders of at least a majority of the shares
      of the Series B Preferred Stock represented at a duly held meeting at which
      a
      quorum is present or by written consent of a majority of the shares of Series
      B
      Preferred Stock (except as otherwise may be required under Delaware law) shall
      constitute the approval of such action by the class. To the extant that under
      Delaware law the Holders are entitled to vote on a matter with holders of Common
      Stock, voting together as one (1) class, each share of Series B Preferred Stock
      shall be entitled to a number of votes equal to the number of shares of Common
      Stock into which it is then convertible using the record date for the taking
      of
      such vote of shareholders as the date as of which the Conversion Price is
      calculated. The Holders also shall be entitled to notice of all shareholder
      meetings or written consents with respect to which they would be entitled to
      vote, which notice would be provided pursuant to the Corporation’s by-laws and
      applicable statutes.




F.           
      Protective
      Provisions.  So long as shares of Series B Preferred Stock are
      outstanding, the Corporation shall not, without first obtaining the approval
      (by
      vote or written, consent, as provided by law) of the Holders of at least
      seventy-five percent (75%) of the then outstanding shares of Series B Preferred
      Stock;




(a)           
      alter or change the rights, preferences or privileges of the Series B Preferred
      Stock so as to affect adversely the Series B Preferred Stock;




(b)           
      create any new class or series of stock or issue any capital stock senior to
      or
      having a preference over or parity with the Series B Preferred Stock with
      respect to dividends, payments upon Liquidation (as provided for in Section
      B of
      this Designation) or redemption, accept for a class of stock approved by J.P.
      Carey Enterprises, Inc., or increase the number of authorized shares of Series
      B
      Preferred Stock or change the Stated Value thereof;




(c)           
      do any act or thing not authorized or contemplated by this Designation which
      would result in taxation of the holders of shares of the Series B Preferred
      Stock under Section 305 of the Internal Revenue Code of 1926, as amended (or
      any
      comparable provision of the Internal Revenue Code as hereafter from time to
      time
      amended); or




(d)           
      enter into a merger which the Corporation is not the surviving corporation;
      provided, however, that the provision of this subparagraph (d) shall not be
      applicable to any such merger if the authorized capital stock of the surviving
      corporation immediately after such merger shall include only classes or series
      of stock for which no such consent or vote would have been required pursuant
      to
      this section if such class or series has been authorized by the Corporation
      immediately prior to such merger or which have the same rights, preferences
      and
      limitations and authorized amount as a class or series of stock of the
      Corporation authorized (with such consent or vote of the Series B Preferred
      Stock) prior to such merger and continuing as an authorized class or series
      at
      the time thereof.







G.           
      Status of Converted
      Stock.  In the event any shares of Series B Preferred Stock
      shall be converted as contemplated by this Designation, the shares so converted
      shall be canceled, shall return to the status of authorized but unissued
      Preferred Stock of no designated class or series, and shall not be issuable
      by
      the Corporation as Series B Preferred Stock.




H.           
      Taxes.  All
      shares of Common Stock issued upon conversion of Series B Preferred Stock will
      be validly issued, fully paid and nonassessable.  The Corporation
      shall pay any and all documentary stamp or similar issue or transfer taxes
      that
      may be payable in respect pursuant hereto.  The Corporation shall not,
      however, be required to pay any tax which may be payable in respect of any
      transfer involved in the issue and delivery of shares of Common Stock in a
      name
      other than that in which the Series B Preferred Stock so converted were
      registered, and no such issue or delivery shall be made unless and until the
      person requesting such transfer has paid to the Corporation the amount of such
      tax or has established to the satisfaction of the Corporation that such tax
      has
      been paid or that no such tax is payable.  The Corporation shall
      adjust the amount of dividends paid or accrued so as to indemnify the holders
      of
      Preferred Stock against any withholding or similar tax in respect of such
      dividends.




FURTHER
      RESOLVED, that the statements contained in the foregoing resolutions creating
      and designating the said Series B Preferred Stock and fixing the number, powers,
      preferences and relative, optional, participating, and other special rights
      and
      the qualifications, limitations, restrictions, and other distinguishing
      characteristics thereof shall, upon the effective date of such series, be deemed
      to be included in and be a part of the certificate of incorporation of the
      corporation pursuant to the provisions the General Corporation law of the State
      of Delaware.




Signed
      on
      October 23, 1996








CABLE
      & CO. WORLDWIDE, INC.








By:
/s/
      David
      Albahari


Title:
      President/CEO











Attest:








By:
/s/
      Maitee C.
      Sielet


Title:Secretary





[CORPORATE
      SEAL]








______________________________________________________





CERTIFICATE
      OF AMENDMENT OF CERTIFICATE


OF
      THE INCORPORATION


OF


CABLE
      & CO. WORLDWIDE, INC.


______________________________________________________








Pursuant
      to the provisions of Section 242 of the General Corporation Law of the State
      of
      Delaware, the undersigned being the duly elected officers of the Corporation,
      as
      hereinafter defined, hereby certify as follows:




1.
            The
                name of the corporation is CABLE & CO. WORLDWIDE, INC. (the
                “Corporation”).




2.
            The
                Certificate of Incorporation of the Corporation was filed in the
                office of
                the Secretary of State on November 10, 1994, amended on December
                22, 1994,
                amended and restated on February 14, 1995 and amended on January
                26, 1996.




3.
            The
                Certificate of Amendment of Certificate of Incorporation of the
                Corporation herein certified was duly adopted, pursuant to the provisions
                of Section 242 of the General Corporation Law of the State of Delaware,
                by
                at least a majority of the outstanding stock of each class entitled
                to
                vote thereon.




4.
            The
                Certificate of Incorporation, as heretofore amended, is hereby amended
                by
                striking out the first paragraph of Article Fourth and by substituting
                in
                lieu of said paragraph the following paragraph:




The
      total
      number of shares of stock which the Corporation shall have authority to issue
      is
      fifty one million five hundred thousand (51,500,000) which
      shall  consist of (i) fifty million (50,000,000) shares of common
      stock, par value $.01 per share (the “Common Stock”) amounting in the aggregate
      to five hundred sixty thousand dollars ($500,000) of stated capital, and (ii)
      one million five hundred thousand (1,500,000) shares of preferred stock, par
      value $.01 per share (the “Preferred Stock”), amounting in the aggregate to
      fifteen thousand hundred dollars ($15,000) of stated capital.




WITNESS
      WHEREOF, the undersigned has subscribed this document on the date set forth
      below and does hereby affirm, under the penalties of perjury, that the
      statements contained therein have been examined by the undersigned and are
      true
      and correct.





Dated:
      June 10th
      ,
      1997





/s/
      Martin C.
      Licht


Martin
      C.
      Licht, Secretary





STATE
      OF DELAWARE




CERTIFICATE
      FOR RENEWAL




AND
      REVIVAL OF CHARTER




The
      corporation organized under the laws of Delaware, the charter of which was
      voided for non-payment of taxes, now desires to procure a restoration, renewal
      and revival of its charter, and hereby certifies as follows:




1.
            The
                name of this corporation is Cable
                & Co Worldwide, Inc.




.




2.
            Its
                registered office in the State of Delaware is located at
                ___________________ _25 Greystone
                Manor__ (street), City of __Lewes__________________
                Zip Code ___19958_________
                County of _____Sussex________
                the name of


its
      registered agent is  __Harvard Business
      Services,
      Inc.______________


_______________________________________________________________.





3.
            The
                date of filing of the original Certificate of Incorporation in Delaware


was
11/10/1994 .





4.
            The
                date when restoration, renewal, and revival of the charter of this
                company
                is to commence is the _____28th_______
                day of ______February__________,
                same being prior to the date of the expiration of the charter. This
                renewal and revival of the charter of this corporation is to be perpetual.





5.
            This
                corporation was duly organized and carried on the business authorized
                by
                its charter until the ___1st____
                day of __________March_______
                A.D. _1999_,
                at which
                time its charter became inoperative and void for non-payment of taxes
                and
                this certificate for renewal and revival is filed by authority of
                the duly
                elected directors of the corporation in accordance with the laws
                of the
                State of Delaware.




IN
      TESTIMONY WHEREOF, and in
      compliance with the provisions of Section 312 of the General Corporation Law
      of
      the State of Delaware, as amended, providing for the renewal, extension and
      restoration of charters the last and acting authorized officer hereunto set
      his/her hand to this certificate this ___9th___
      day of ____November____ A.D.
      __2004__.








By:
/s/
      Randy
      Drew


Authorized
      Officer





Name:
      Randy
      Drew


Print
      or
      Type





Title:
      President








CERTIFICATE
      OF AMENDMENT


OF
      THE


CERTIFICATE
      OF INCORPORATION


OF


CABLE
      & CO WORLDWIDE, INC.








Cable
      & Co Worldwide, Inc., a corporation organized and existing under the laws of
      the State of Delaware (the “Corporation”), hereby certifies as
      follows:




1.
            The
                name of the Corporation is CABLE & CO WORLDWIDE, INC.




2.
            The
                Certificate of Incorporation of the Corporation was filed in the
                office of
                the Secretary of State of Delaware on November 10, 1994, amended
                on
                December 22, 1994, amended and restated on February 14, 1995, amended
                on
                January 26, 1996 and amended on June 10, 1997.




3.
            The
                Certificate of Amendment of the Certificate of Incorporation of the
                Corporation herein certified was duly adopted, pursuant to the provisions
                of Section 242 of the General Corporation Law of the State of Delaware,
                by
                at least a majority of the outstanding stock of each class entitled
                to
                vote thereon.




4.
            The
                Certificate of Incorporation, as heretofore amended, is hereby amended
                by
                striking out the first paragraph of Article Fourth and by substituting
                the
                following paragraph in lieu of said paragraph:




“The
      total number of shares of stock which the Corporation shall have authority
      to
      issue is two hundred fifty one million five hundred thousand (251,500,000)
      which
      shall consist of (i) two hundred fifty million (250,000,000) shares of common
      stock, par value $0.01 per share (the “Common Stock”) amounting in
      the aggregate to two million five hundred thousand dollars ($2,500,000) of
      stated capital, and (ii) one million five hundred thousand (1,500,000) shares
      of
      preferred stock, par value $0.01 per share (the “Preferred Stock”), amounting
      in the aggregate to fifteen thousand dollars ($15,000) of stated
      capital.”




IN
      WITNESS WHEREOF, the
      undersigned has subscribed this document on the date set forth below and does
      hereby affirm, under the penalties of perjury, that the statements contained
      therein have been examined by the undersigned and are true and
      correct,





Dated:
      October _3rd,
      2005





By:
/s/
      Brian M.
      Levine


Name:  Brian
      M.
      Levine


Title:
      President








CERTIFICATE
      OF AMENDMENT


OF


CERTIFICATE
      OF INCORPORATION





Cable
&
Co
      Worldwide,
      Inc. a corporation organized and existing under and by virtue of the
      General Corporation Law of the State of Delaware.




DOES
      HEREBY CERTIFY:




FIRST:
      That at a meeting of the Board of Directors of Cable & Co Worldwide,
      Inc. resolutions were duly adopted setting forth a proposed amendment of
      the Certificate of Incorporation of said corporation, declaring said amendment
      to be advisable and calling a meeting of the stockholders of said corporation
      for consideration thereof.  The resolution setting forth the proposed
      amendment is as follows:




RESOLVED,
      that the Certificate of Incorporation of this corporation be amended by changing
      the Article thereof numbered “FOURTH:” so that, as amended said Article shall be
      and read as follows:




“The
      amount of total authorized capital stock of the corporation shall be divided
      into 1,500,000,000 shares of common stock having a par value of $0.0001
      each.”




SECOND:
      That thereafter, pursuant to resolution of its Board of Directors, a special
      meeting of the stockholders of said corporation was duly called and held, upon
      notice in accordance with Section 222 of the General Corporation law of the
      State of Delaware at which meeting the necessary number of shares as required
      by
      statute were voted in favor of the amendment.




THIRD:
      That said amendment was duly adopted in accordance with the provisions of
      Section 242 of the General Corporation law of the State of
      Delaware.




IN
      WITNESS WHEREOF, said Cable & Co Worldwide
      Inc. has caused this certificate to be signed by an authorized officer,
      this ___30th___
      day of __January___,
      2006.









BY:
/s/
      Gary
      Stein


Signature





Name:Gary
      Stein


Please
      Print





Title:Vice
      President


Please
      Print