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                                                                     EXHIBIT 4.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                              REWARDS NETWORK INC.

                FIRST:  Name. The name of the corporation is Rewards Network
Inc.

                SECOND: Address; Authorized Agent. The Address of the
Corporation's registered office is 229 South State Street, City of Dover, County
of Kent, State of Delaware 19901, and the name of its registered agent at such
address is United States Corporation Company.

                THIRD:  Nature of Business and Purposes. The purpose of the
Corporation is to engage in any Lawful act or activity for which a corporation
may be organized under the General Corporation Law of Delaware.

                FOURTH: Number of Shares.

                1.      The total number of shares of capital stock which the
Corporation shall have authority to issue is eighty million (80,000,000), of
which seventy million (70,000,000) shares shall be shares of Common Stock
(hereinafter called "Common Stock"), with a par value of two cents ($.02) per
share, and ten million (10,000,000) shares shall be shares of Preferred Stock
(hereinafter called "Preferred Stock"), with a par value of ten cents ($.10) per
share.

                2.      Authority is hereby expressly granted to the Board of
Directors of the Corporation, subject to any limitations prescribed by law, to
authorize the issuance of one or more series of Preferred Stock, and with
respect to each such series to fix by resolution or by resolutions the
provisions for the issuance of such series, including the voting powers, full or
limited, if any, other powers, if any, and the designations, preferences and
relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof. The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the outstanding Common Stock without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to the resolution or resolutions establishing the series of
Preferred Stock.

                FIFTH:  Directors.

                1.      The management of the business and the conduct of the
affair of the Corporation shall be vested in its Board of Directors. Members of
the Board of Directors need not be elected by written ballot unless the By-Laws
otherwise provide.

                2.      Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specified circumstances, the
number of directors shall be fixed from

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time to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of directors then authorized.

                3.      Subject to the rights of the holders of any series of
Preferred Stock, and unless the Board of Directors otherwise determines, newly
created directorships resulting from any increase in the authorized number of
directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may be filled only by a majority vote of the directors then in office, though
less than a quorum, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which they have been elected expires and until such director's
successor shall have been duly elected and qualified. No decrease in the number
of authorized directors constituting the entire Board of Directors shall shorten
the term of any incumbent director.

                4.      Subject to the rights of the holders of any series of
Preferred Stock, any director, or the entire Board of Directors, may be removed
from office at any time, but only for cause and only by the affirmative vote of
the holders of at least a majority of the voting power of all of the then
outstanding shares of the Voting Stock (as defined in Article SEVENTH), voting
together as a single class.

                5.      No alteration, amendment, or repeal of any provision of
this Article FIFTH shall shorten the term of any incumbent director.

                SIXTH:  Directors' Powers Regarding By-Laws. The Board of
Directors is expressly authorized to make, alter, amend or repeal the By-Laws of
the Corporation, subject to the power of the holders of the Corporation's
capital stock to alter, amend, or repeal the By-Laws.

                SEVENTH: Special Voting Provisions.

                1.      Higher Voting for Certain Business Combinations. In
addition to any affirmative vote required by law or this Certificate of
Incorporation, and except as otherwise expressly provided in Sections 3 and 8 of
this Article SEVENTH:

                (a)     any merger or consolidation of the Corporation with (i)
any Interested Stockholder (as hereinafter defined) or (ii) any other
corporation (whether or not itself an Interested Stockholder) which is, or after
such merger or consolidation would be, an Affiliate (as hereinafter defined) of
an Interested Stockholder; or

                (b)     any sale, lease, license, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of transactions)
to or with any Interested Stockholder or any Affiliate of any Interested
Stockholder of any assets of the Corporation having a Fair Market Value (as
hereinafter defined) equal to 1% or more of the Fair Market Value of all of the
assets of the Corporation; or

                (c)     the issuance or transfer by the Corporation (in one
transaction or a series of transactions) of any securities of the Corporation to
any Interested Stockholder or any

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Affiliate of any Interested Stockholder constituting 5% or more of the
securities of the Corporation outstanding upon the issuance of such securities;
or

                (d)     the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation proposed by or on behalf of an Interested
Stockholder or any Affiliate of any Interested Stockholder; or

                (e)     any reclassification of securities (including any
reverse stock split), or recapitalization of the Corporation, or any other
transaction (whether or not with or into or otherwise involving an Interested
Stockholder) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of the Corporation which is directly or indirectly owned
by any Interested Stockholder or any Affiliate of any Interested Stockholder,
shall require the affirmative vote of the holders of at least 80% of the voting
power of the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (the "Voting Stock"),
voting together as a single class. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

                2.      Definition of "Business Combination". The term "Business
Combination" as used in this Article SEVENTH shall mean any transaction which is
referred to in any one or more of subsections (a) through (e) of Section 1 of
this Article SEVENTH.

                3.      When Higher Vote is Not Required. The provisions of
Section 1 shall not be applicable to any particular Business Combination, and
such Business Combination shall require only such affirmative vote as is
required by law and by any other provision of this Certificate of Incorporation,
if all of the conditions specified in either of the following subsections (a) or
(b) are met:

                (a)     Approval by Disinterested Directors. The Business
Combination shall have been approved by a majority of the Disinterested
Directors (as hereinafter defined).

                (b)     Price and Procedural Requirements. All of the following
conditions shall have been met:

                (i)     The aggregate amount of the cash and the Fair Market
        Value as of the date of the consummation of the Business Combination
        (the "Consummation Date"), of consideration other than cash to be
        received per share by holders of Common Stock in such Business
        Combination shall be at least equal to the higher of the following:

                        (A)     (if applicable) the highest per share price
                (including any brokerage commissions, transfer taxes and
                soliciting dealers' fees) paid by the Interested Stockholder or
                any of its Affiliates for any shares of Common Stock acquired by
                the Interested Stockholder or any of its Affiliates (x) within
                the five-year period immediately prior to the first public
                announcement of the terms of the proposed Business Combination
                (the "Announcement Date") or (y) in the transaction in which it
                became an Interested Stockholder, whichever is higher; and

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                        (B)     the Fair Market Value per share of Common Stock
                on the Announcement Date, or on the date on which the Interested
                Stockholder became an Interested Stockholder (the "Determination
                Date"), whichever is higher.

                (ii)    The aggregate amount of the cash and the Fair Market
        Value as of the Consummation Date of consideration other than cash to be
        received per share by holders of shares of any other class or series of
        outstanding Voting Stock shall be at least equal to the highest of the
        following (it being intended that the requirements of this clause (ii)
        shall be required to be met with respect to every class and series of
        outstanding Voting Stock, whether or not the Interested Stockholder or
        any of its Affiliates has previously acquired any shares of a particular
        class or series of Voting Stock):

                        (A)     (if applicable) the highest per share price
                (including any brokerage commissions, transfer taxes and
                soliciting dealers' fees) paid by the Interested Stockholder or
                any of its Affiliates for any shares of such class or series of
                Voting Stock acquired by the Interested Stockholder or any of
                its Affiliates (i) within the five-year period immediately prior
                to the Announcement Date or (ii) in the transaction in which the
                Interested Stockholder became an Interested Stockholder,
                whichever is higher;

                        (B)     the Fair Market Value per share of such class or
                series of Voting Stock on the Announcement Date or on the
                Determination Date, whichever is higher; and

                        (C)     (if applicable) the highest preferential amount
                per share to which the holders of shares of such class of Voting
                Stock are entitled in the event of any liquidation, dissolution
                or winding-up of the Corporation whether voluntary or
                involuntary.

                (iii)   The consideration to be received by holders of a
        particular class or series of outstanding Voting Stock (including Common
        Stock) shall be in cash or in the same form as the Interested
        Stockholder or any of its Affiliates has previously paid for shares of
        such class or series of Voting Stock. If the Interested Stockholder or
        any of its Affiliates has paid for shares of any class or series of
        Voting Stock with varying forms of consideration, the form of
        consideration for such class or series of Voting Stock shall be either
        cash or the form used to acquire the largest number of shares of such
        class or series of Voting Stock previously acquired by the Interested
        Stockholder or an of its Affiliates. The price determined in accordance
        with clauses (i) and (ii) of this subsection (b) shall be subject to
        appropriate adjustment in the event of any stock dividend, stock split,
        combination of shares or similar event.

                (iv)    After such Interested Stockholder has become an
        Interested Stockholder and prior to the consummation of such Business
        Combination:(A) except as approved by a majority of the Disinterested
        Directors, there shall have been no failure to declare and pay at the
        regular date therefor any full quarterly dividends (whether or not
        cumulative) on any outstanding Preferred Stock of the Corporation; (B)
        there shall have been (x) no reduction in the quarterly rate of
        dividends paid on the Common Stork (except as

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        necessary to reflect any subdivision of the Common Stock), except as
        approved by a majority of the Disinterested Directors, a: (y) an
        increase in such quarterly rate of dividends paid on such Common Stock
        as necessary to reflect any reclassification (including any reverse
        stock split), recapitalization, reorganization or any similar
        transaction which has the effect of reducing the number of outstanding
        shares of the Common Stock, unless the failure so to increase such
        annual rate is approved by a majority of the Disinterested Directors;
        and (B) neither such Interested Stockholder nor any of its Affiliates
        shall have become the beneficial owner of any additional shares of
        Voting Stock except as part of the transaction which results in such
        Interested Stockholder becoming an Interested Stockholder.

                (v)     A proxy or information statement describing the proposed
        Business Combination and complying with the requirements of the
        Securities Exchange Act of 1934, as amended (or any subsequent
        provisions replacing such) (hereinafter referred to as the "Act"), and
        the rules and regulations of the Securities and Exchange Commission
        thereunder shall be mailed to all stockholders of the Corporation at
        least 30 days prior to the Consummation Date (whether or not such proxy
        or information statement is required to be mailed pursuant to the Act).

                (vi)    The holders of all outstanding shares of Voting Stock
        not beneficially owned by the Interested Stockholder prior to the
        Consummation Date shall be entitled to receive in such Business
        Combination cash or other consideration for their shares of such Voting
        Stock in compliance with clauses (i), (ii) and (iii) of subsection (b)
        of this Article SEVENTH (provided, however, that the failure of any such
        holders who are exercising their statutory rights to dissent from such
        Business Combination and receive payment of the fair value of their
        shares to exchange their shares in such Business Combination shall not
        be deemed to have prevented the condition set forth in this clause (vi)
        from being satisfied).

                4.      Certain Definitions. For the purpose of this Article
SEVENTH the following shall be deemed to have the meanings specified below:

                        (a)     The term "person" shall mean any individual,
firm, corporation or entity.

                        (b)     The term "Interested Stockholder" shall mean any
person (other than the Corporation) who or which:

                        (i)     is the beneficial owner, directly or indirectly,
        of more than 10% of the voting power of the then outstanding Voting
        Stock; or

                        (ii)    is an Affiliate of the Corporation and at any
        time within the five-year period immediately prior to the date in
        question was the beneficial owner, directly or indirectly, of 10% or
        more of the voting power of the then outstanding Voting Stock; or

                        (iii)   is an assignee of or has otherwise succeeded to
        any shares of Voting Stock which were at any time within the five-year
        period immediately prior to the date in question beneficially owned by
        an Interested Stockholder, if such assignment or

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        succession shall have occurred in the course of a transaction or series
        of transactions not involving a public offering within the meaning of
        the Securities Act of 1933, as amended (or any subsequent provisions
        replacing such statute).

                (c)     A person shall be deemed a "beneficial owner" of any
Voting Stock:

                        (i)     which such person or any of its Affiliates or
        Associates (as hereinafter defined) beneficially owns, directly or
        indirectly, within the meaning of Rule 13d-3 of the Act, as in effect on
        June 4, 1986; or

                (ii)    which such person or any of its Affiliates or Associates
        has (A) the right to acquire (whether such right is exercisable
        immediately or only after the passage of time), pursuant to any
        agreement, arrangement or understanding or upon the exercise of
        conversion rights, exchange rights, warrants or options, or otherwise,
        or (B) the right to vote pursuant to any agreement, arrangement or
        understanding; or

                (iii)   which is beneficially owned, directly or indirectly,
        within the meaning of Rule 13-3 of the Act, as in effect on June 4,
        1986, by any other person with which such person or any of its
        Affiliates or Associates has any agreement, arrangement or understanding
        for the purpose of acquiring, holding, voting or disposing of any shares
        of Voting Stock.

                (d)     For the purpose of determining whether a person is an
Interested Stockholder pursuant to subsection (b) of this Article SEVENTH, the
number of shares of Voting Stock deemed to be outstanding shall include shares
deemed owned through application of subsection (c) of this Article SEVENTH but
shall not include any other shares of Voting Stock which may be issuable
pursuant to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.

                (e)     The terms "Affiliate" or "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Act, as in effect on June 4, 1987.

                (f)     The term "Fair Market Value" shall mean: (i) in the case
of stock, the highest closing sale price during the 30 day period immediately
preceding the date in question of a share of such stock on the Composite Tape
for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or if such stock is not
listed on such Exchange, on the principal United States securities exchange
registered under the Act on which such stock is listed or, if such stock is not
listed on any such exchange, the highest closing bid quotation with respect to a
share of such stock during the 30-day period preceding the date in question on
the National Association of Securities Dealers, Inc. Automated Quotations System
or any similar system then in use, or if no such quotations are available, the
fair market value on the date in question of a share of such stock as determined
by a majority of the Disinterested Directors in good faith, in each case with
respect to any class of such stock, appropriately adjusted for any dividend or
distribution in shares of such stock of any subdivision or reclassification of
outstanding shares of such stock into a greater number of shares of such stock
or any combination or reclassification of outstanding shares of such stock into
a

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smaller number of shares of such stock; and (ii) in the case of properly other
than cash or stock, the fair market value of such property on the date in
question as determined by a majority of the Disinterested Directors in good
faith.

                (g)     In the event of any Business Combination in which the
Corporation is the survivor the phrase "consideration other than cash to be
received" as used in clauses (i) and (ii) of subsection (b) of Section 3 shall
include the shares of outstanding Common Stock and/or the shares of any other
class or series of outstanding Voting Stock retained by the holders of such
shares.

                (h)     The term "Disinterested Director" shall mean any member
of the Board of Directors of the Corporation who is unaffiliated with the
Interested Stockholder and who was a member of the Board of Directors prior to
the Determination Date, and any successor of a Disinterested Director who is
unaffiliated with the Interested Stockholder and is recommended to succeed a
Disinterested Director by a majority of the total number of Disinterested
Directors then on the Board of Directors.

                (i)     References to the "highest price per share" shall in
each case with respect to any class of stock reflect an appropriate adjustment
for any dividend or distribution in shares of such stock or any subdivision or
reclassification of outstanding shares of such stock into a greater number of
shares of such stock or any combination or reclassification of outstanding
shares of such stock into a smaller number of shares of such stock.

                5.      Powers of the Board of Directors. A majority of the
Board of Directors of the Corporation shall have the power and duty to determine
for the purpose of this Article SEVENTH, on the basis of information known to
them after reasonable inquiry, whether a person is an Interested Stockholder.
Once the Board of Directors has made a determination, pursuant to the preceding
sentence, that a person is an Interested Stockholder, a majority of the total
number of Directors of the Corporation who would qualify as Disinterested
Directors shall have the power and duty to interpret all of the terms and
provisions of this Article SEVENTH, and to determine on the basis of information
known to them after reasonable inquiry all facts necessary to ascertain
compliance with this Article SEVENTH, including, without limitation, (a) the
number of shares of Voting Stock beneficially owned by any person, (b) whether a
person is an Affiliate or Associate of another, (c) whether the assets which are
the subject of any Business Combination have an aggregate Fair Market Value of
1% or more of the Fair Market Value of all of the Corporation's assets, (d) the
Fair Market Value of stock or other property in accordance with Section 4(f) of
this Article SEVENTH, and (e) whether all of the applicable conditions set forth
in subsection (b) of Section 3 have been met with respect to any Business
Combination. Any determination pursuant to this Section 5 made in good faith
shall be binding and conclusive on all parties.

                6.      No Effect on Fiduciary Obligations of Interested
Stockholders. Nothing contained in this Article SEVENTH shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.

                7.      Amendment, Repeal, Etc. Notwithstanding any other
provisions of this Certificate of Incorporation or the by-laws of the
Corporation or any provision of law which

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might otherwise permit a lesser or no vote, but in addition to any affirmative
vote of the holders of any particular class of series of the Voting Stock
required by law, the affirmative vote of the holders of 80% or more of the
outstanding Voting Stock, voting together as a single class, shall be required
to amend or repeal, or adopt any provisions inconsistent with, this Article
SEVENTH.

                8.      No Effect on Certain Merger. Nothing contained in this
Article SEVENTH shall apply to any merger of Transmedia Network Inc., a Colorado
corporation ("Transmedia Colorado"), into the Corporation for purposes of the
reincorporation of Transmedia Colorado in Delaware.

                EIGHTH: Indemnification and Limitation of Director Liability.

                1       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 any
improper personal benefit. If the Delaware General Corporation Law is amended
hereafter to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended. Any repeal or modification
of this Section 1 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.

                2.      (a) Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is otherwise 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
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director or officer of another corporation or of
a partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity as a director
or officer or in any other capacity while serving as a director or officer,
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, with respect to persons covered by this
indemnification provision prior to the date of such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto, unless such amendment has
retroactive effect, in which case indemnification rights will be limited
accordingly), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that,
except as provided in paragraph (b) hereof with respect to proceedings to
enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee

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only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. The right to indemnification conferred in this
Section 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 (hereinafter an "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law requires, an advancement
of the expenses incurred by an indemnitee 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 indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication" that such indemnitee is not entitled to be indemnified for such
expenses under this Section or otherwise.

                (b)     Right of Indemnitee to Bring Suit. If a claim under
paragraph (a) of this Section 2 is not paid in full by the Corporation within
sixty days after a written claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty days, the indemnitee may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met the applicable standard of conduct set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Section 2 or otherwise shall be on the
Corporation.

                (c)     Non-Exclusivity of Rights. The rights to indemnification
and to the advancement of expenses conferred in this Section shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, this Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise,

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                (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 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.

                (e)     Indemnification of Employee and Agents of the
Corporation. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification, and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Section with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

                NINTH:  Changes in Certificate of Incorporation. To the extent
now or hereafter permitted by law, the Corporation reserves the right to amend,
alter, change, supplement or repeal any provision of this Certificate of
Incorporation, as from time to time amended, altered, changed, supplemented or
repealed, and all rights of stockholders, directors, officers, employees and
agents are subject to this express reservation.

                TENTH:  Name and Address of Incorporator. The name and mailing
address of the incorporator is Ellen A. Gibson, Esq., Slade & Pellman, 850 Third
Avenue, New York, New York 10022.