CERTIFICATE OF INCORPORATION

                                       OF

                             AEROBIC CREATIONS, INC.

         The undersigned, being a natural person for the purpose of organizing a
corporation  for conducting the business and promoting the purposes  hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of Delaware  (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory  thereof and  supplemental  thereto,  and known,  identified and
referred to as the "Delaware General Corporation Law"), hereby certifies that:

         FIRST:  The  name  of  this  corporation  is  Aerobic  Creations,  Inc.
(hereinafter called the "Corporation")

         SECOND: The Corporation's Registered Office in the State of Delaware is
to be located at 160 Greentree Drive, Suite 101, in the City of Dover, County of
Kent,  19904.  The  Registered  Agent in charge  thereof is National  Registered
Agents, Inc.

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

         FOURTH: The total number of shares which the Corporation shall have the
authority to issue is 100,000,000  shares,  of which 99,000,000  shares shall be
common  stock,  with a par value of $0.001 per share (the  "Common  Stock")  and
1,000,000 shares shall be preferred stock,  with a par value of $0.001 per share
(the "Preferred Stock").

         The  Preferred  Stock  may be  issued  from time to time in one or more
series with such designations,  preferences and relative participating, optional
or other special rights and qualifications, limitations or restrictions thereof,
as shall be stated in the  resolutions  adopted  by the  Corporation's  Board of
Directors (the "Board")  providing for the issuance of such  Preferred  Stock or
series  thereof;  and the  Board is hereby  vested  with  authority  to fix such
designations,  preferences and relative participating, optional or other special
rights  or  qualifications,   limitations,  or  restrictions  for  each  series,
including,  but not by way of  limitation,  the power to fix the  redemption and
liquidation preferences,  the rate of dividends payable and the time for and the
priority of payment  thereof and to determine  whether such  dividends  shall be
cumulative  or not and to provide  for and fix the terms of  conversion  of such
Preferred  Stock or any series thereof into Common Stock of the  Corporation and
fix the  voting  Power,  if any,  of shares  of  Preferred  Stock or any  series
thereof.

         FIFTH: No holder of any of the shares of the Corporation shall, as such
holder,  have any right to  purchase  or  subscribe  for any shares of any class
which  the  Corporation  may  issue or sell,  whether  or not  such  shares  are
exchangeable  for any shares of the  Corporation  of any other class or classes,
and whether such shares are issued out of the number of shares authorized by the
Certificate of Incorporation  of the Corporation as originally  filed, or by any
amendment thereof, or out of shares of the Corporation  acquired by it after the
issue thereof; nor shall any holder of any of the shares of the Corporation,  as
such holder,  have any right to purchase or subscribe for any obligations  which
the  Corporation  may  issue  or  sell  that  shall  be  convertible   into,  or
exchangeable  for, any shares of the Corporation of any class or classes,  or to
which shall be attached or shall  appertain  to any warrant or warrants or other
instrument or instruments that shall confer upon the holder thereof the right to
subscribe  for,  or  purchase  from the  Corporation  any shares of any class or
classes.

<PAGE>

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

                  NAME               MAILING ADDRESS

                  John C. Hui        c/o Morse, Zelnick, Rose & Lander LLP
                                     405 Park Avenue, Suite 1401
                                     New York, New York 10022

         SEVENTH: The duration of the Corporation shall be perpetual.

         EIGHTH:  When a  compromise  or  arrangement  is  proposed  between the
Corporation  and its  creditors or any class of them or between the  Corporation
and its shareholders or any class of them, a court of equity jurisdiction within
the state,  on  application  of the  Corporation or of a creditor or shareholder
thereof, or on application of a receiver appointed for the Corporation  pursuant
to the provisions of Section 291 of The Delaware  General  Corporation Law or on
application of trustees in dissolution or of any receiver or receivers appointed
for the  Corporation  pursuant  to  provisions  of Section  279 of the  Delaware
General  Corporation  Law may  order a  meeting  of the  creditors  or  class of
creditors or of the  shareholders or class of shareholders to be affected by the
proposed  compromise or  arrangement or  reorganization,  to be summoned in such
manner as the court directs.  If a majority in number  representing 3/4 in value
of the  creditors  or class of  creditors,  or of the  shareholders  or class of
shareholders  to be affected by the  proposed  compromise  or  arrangement  or a
reorganization,  agree to a compromise or arrangement or a reorganization of the
Corporation as a consequence of the compromise or arrangement, the compromise or
arrangement  and the  reorganization,  if  sanctioned  by the court to which the
application  has been made,  shall be binding on all the  creditors  or class of
creditors,  or on all the  shareholders or class of shareholders and also on the
Corporation.

         NINTH:  For the  management  of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:

                  1. The  management  of the  business  and the  conduct  of the
affairs of the Corporation shall be vested in the Board. The number of directors
which  shall  constitute  the whole  Board  shall be fixed by, or in the  manner
provided in, the By-Laws.  The phrase "whole Board" and the phrase "total number
of directors" shall be deemed to have the same meaning, to wit, the total number
of directors  that the  Corporation  would have if there were no  vacancies.  No
election of directors need be by written ballot.

                  2. After the original or other By-Laws of the Corporation have
been adopted,  amended, or repealed,  as the case may be, in accordance with the
provisions of Section 109 of the Delaware General Corporation Law, and after the
Corporation  has received any payment for any of its stock,  the power to adopt,
amend,  or repeal the By-Laws of the  Corporation may be exercised by the Board;
provided, however, that any provision for the classification of directors of the
Corporation  for staggered terms pursuant to the provisions of subsection (d) of
Section 141 of the  Delaware  General  Corporation  Law shall be set forth in an
initial  By-Law or in a By-Law adopted by the  stockholders  entitled to vote of
the Corporation unless provisions for such classification  shall be set forth in
this Certificate of Incorporation.

                  3. Whenever the Corporation  shall be authorized to issue only
one class of stock each  outstanding  share shall entitle the holder  thereof to
notice of, and the right to vote at, any meeting of  stockholders.  Whenever the
Corporation  shall be  authorized  to  issue  more  than  one  class of stock no
outstanding  share of any class of stock which is denied  voting power under the
provisions of this Certificate of Incorporation shall entitle the holder thereof
to the right to vote at any meeting of stockholders  except as the provisions of
paragraph  (c)(2) of Section 242 of the Delaware  General  Corporation Law shall
otherwise require;  provided, that no share of any such class which is otherwise
denied voting power shall  entitle the

<PAGE>

holder thereof to vote upon the increase or decrease in the number of authorized
shares of said class.

         TENTH: A director 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 Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  director  derived an improper
personal benefit.

         ELEVENTH: (a) Right to Indemnification.  Each person who was or is made
a party or is  threatened  to be made a party to or is  involved  in any action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal representative,  is or was a director or officer,
of the  Corporation or is or was serving at the request of the  Corporation as a
director, officer, employee or agent of another Corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee  benefit plans,  whether the basis of such proceeding is alleged action
in an  official  capacity as a  director,  officer,  employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized by the Delaware  General  Corporation  Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the Corporation to provide broader  indemnification
rights  than  said  law  permitted  the  Corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in  settlement)  reasonably  incurred or  suffered by such person in  connection
therewith and such indemnification  shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators:  provided, however, that, except
as provided in paragraph (b) hereof,  the  Corporation  shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized by the Board. The right to indemnification  conferred in this Article
ELEVENTH shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its  final  disposition:  provided,  however,  that,  if  the  Delaware  General
Corporation Law requires, the payment of such expenses incurred by a director or
officer  (in his or her  capacity  as a director or officer and not in any other
capacity in which  service was or is rendered by such person while a director or
officer, including, without limitation,  service to an employee benefit plan) in
advance  of the  final  disposition  of a  proceeding,  shall be made  only upon
delivery to the Corporation of an undertaking,  by or on behalf of such director
or  officer,  to  repay  all  amounts  so  advanced  if it shall  ultimately  be
determined that such director or officer is not entitled to be indemnified under
this Article ELEVENTH or otherwise. The Corporation may, by action of the Board,
provide indemnification to employees and agents of the Corporation with the same
scope and effect as the foregoing indemnification of directors and officers.

                  (b)  Right  of  Claimant  to  Bring  Suit.  If a  claim  under
paragraph  (a) of this Article  ELEVENTH is not paid in full by the  Corporation
within thirty days after a written  claim has been received by the  Corporation,
the claimant may at any time  thereafter  bring suit against the  Corporation to
recover the unpaid  amount of the claim and, if  successful in whole or in part,
the claimant shall be entitled to be paid also the expense of  prosecuting  such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses  incurred in defending any proceeding in advance of
its final disposition where the required  undertaking,  if any is required,  has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation.  Neither the failure of the
Corporation   (including  the  Board,   independent   legal   counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including the Board,  independent legal counsel,  or its stockholders) that the
claimant has not met such applicable standard or

<PAGE>

conduct,  shall be a defense  to the  action or  create a  presumption  that the
claimant has not met the applicable standard of conduct.

                  (c)  Non-Exclusivity  of Rights.  The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final  disposition  conferred in this Article ELEVENTH shall not be exclusive of
any other  right  which  any  person  may have or  hereafter  acquire  under any
statute, provision of this Certificate of Incorporation, by-law, agreement, vote
of stockholders or disinterested directors or otherwise.

                  (d) Insurance.  The Corporation may maintain insurance, at its
expense, to protect itself and any director,  officer,  employee or agent of the
Corporation or another corporation,  partnership,  joint venture, trust or other
enterprise  against  any such  expense,  liability  or loss,  whether or not the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

         TWELVETH:  From time to time any of the provisions of this  Certificate
of  Incorporation  may be amended,  altered or  repealed,  and other  provisions
authorized  by the laws of the  State of  Delaware  at the time in force  may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the  stockholders  of the  Corporation by this
Certificate  of  Incorporation  are granted  subject to the  provisions  of this
Article TWELVETH.


Dated on this 13th day of July, 2006.


                                            /s/ JOHN HUI
                                            -----------------------------------
                                            John Hui, Incorporator