<PAGE>

                                                                     EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           POLAND COMMUNICATIONS, INC.


                         (Pursuant to Section 807 of the
                       New York Business Corporation Law)


IT IS HEREBY CERTIFIED THAT:


FIRST:    The name of the Corporation is:

          POLAND COMMUNICATIONS, INC. (hereinafter the "Corporation"). The name
          under which the Corporation was formed is Servus Management
          Corporation of New York.

SECOND:   The original Certificate of Incorporation was filed by the Department
          of State on August 27, 1982.

THIRD:    The following amended and restated Certificate of Incorporation amends
          the following Articles of the Corporation's original Certificate of
          Incorporation as modified by the first amended Certificate, which was
          filed with the Secretary of State of New York on January 25, 1985, the
          restated Certificate which was filed with the Secretary of State of
          New York on April 17, 1991, the amended Certificate which was filed
          with the Secretary of State of New York on June 24, 1991, the restated
          Certificate which was filed with the Secretary of State of New York on
          March 27, 1996, the amended Certificate which was filed with the
          Secretary of State of New York on October 23, 1996, the amended
          Certificate which was filed with the Secretary of State of New York on
          May 13, 1997, and the Certificate of Amendment which was filed with
          the Secretary of State of New York on December 31, 1997: Article IV is
          amended to delete Series B Preferred Stock and Series D Preferred
          Stock; Article V is

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          amended to change the registered agent of the Corporation and to
          change the name and address of the person to whom the Secretary of
          State, as agent for service of process, will mail a copy of the
          process; and Article VIII, which addressed actions which required
          approval of certain matters by a super majority of the votes, is
          deleted. These changes are made to reflect: a reorganization of the
          Corporation under which all of the Common Stock, all of the Series A
          Preferred Stock and all of the Series C Preferred Stock was acquired
          by @Entertainment, Inc.; an exchange of all of the Series B Preferred
          Stock for Series B Preferred Stock of @Entertainment, Inc.; a
          redemption of the Series D Preferred Stock; and a change in the
          registered agent of the Corporation and a change in the name and
          address of the person to whom the Secretary of State, as agent for
          service of process, will mail a copy of the process.

FOURTH:   The restatement of the Certificate of Incorporation herein provided
          for was authorized, pursuant to sections 803 and 615(a) of the New
          York Business Corporation Law, by the unanimous written consent of the
          Board of Directors of the Corporation, followed by the unanimous
          written consent, setting forth the action so taken, signed by the
          holders of all outstanding shares entitled to vote thereon.

FIFTH:    This amendment provides for a change as to 2,500 authorized and issued
          shares, par value one cent ($.01) per share, of the Series B Preferred
          Stock (none of which shares are outstanding), and 1,151 authorized and
          issued shares, par value one cent ($.01) per share, of the Series D
          Preferred Stock (none of which shares are outstanding). Resulting from
          the change are no authorized and issued shares of the Series B
          Preferred Stock and no authorized and issued shares of the Series D
          Preferred Stock. The terms of the change are to remove 2,500 shares
          (none of which are outstanding) from the authorized and issued shares,
          par value one cent ($.01) per share, of the Series B Preferred Stock
          and 1,151 shares (none of which are outstanding) from the authorized
          and issued shares, par value one cent ($.01) per share, of the Series
          D Preferred Stock. The Series A Preferred Stock, Series C Preferred
          Stock, and Common Stock are not changed.

SIXTH:    This amendment reduces the stated capital of the Corporation by
          removing from the authorized and issued shares of the Corporation


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          2,500 issued shares of Series B Preferred Stock of the par value of
          one cent ($.01) per share and 1,151 issued shares of Series D
          Preferred Stock of the par value of one cent ($.01) per share, all of
          which have been reacquired and cancelled by the Corporation. The
          stated capital of the Corporation is reduced from two hundred eighty
          five dollars and ninety nine cents ($285.99) to two hundred forty nine
          dollars and forty eight cents ($249.48), a reduction of thirty six
          dollars and fifty one cents ($36.51), which amount represents the
          aggregate par value of the cancelled reacquired shares removed from
          authorized status.

SEVENTH:  To accomplish the amendments described above, (i) Section 1 of Article
          IV is hereby amended to read as set forth in the same numbered Article
          of the Certificate of Incorporation of the Corporation as hereafter
          restated; (ii) Sections 4 and 6 of Article IV have been deleted and
          Sections 5 and 7 of Article IV are renumbered as Sections 4 and 5,
          respectively; (iii) Section 5 of Article IV is hereby amended to read
          as set forth in new Section 4 of Article IV of the Certificate of
          Incorporation of the Corporation as hereafter restated; (iv) Section 7
          of Article IV is hereby amended to read as set forth in new Section 5
          of Article IV of the Certificate of Incorporation of the Corporation
          as hereafter restated; (v) Article V is amended to read as set forth
          in the same numbered Article of the Certificate of Incorporation of
          the Corporation as hereafter restated; (vi) Article VIII is deleted;
          and (vii) Articles IX and X are renumbered as Articles VIII and IX,
          respectively.

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


                                    ARTICLE I

                               NAME OF CORPORATION

     The name of the Corporation is Poland Communications, Inc.



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                                   ARTICLE II

                                     PURPOSE

     To engage in any lawful act or activity for which Corporations may be
organized under the Business Corporation Law, provided that the Corporation is
not formed to engage in any act or activity requiring the consent or approval of
any state official, department, board, agency or other body without such consent
or approval first being obtained.


                                   ARTICLE III

                                CORPORATE OFFICE

     The office of the Corporation is to be located in the County of Albany,
State of New York.


                                   ARTICLE IV

                                AUTHORIZED SHARES

     SECTION 1. AUTHORIZED. The aggregate number of shares which the Corporation
is authorized to issue is thirty three thousand (33,000), of which twenty seven
thousand (27,000) shares are authorized for common stock, par value one cent
(U.S. $0.01) per share ("Common Stock"), four thousand (4,000) shares are
authorized for Series A Preferred Stock, par value of one cent (U.S. $0.01) per
share, and two thousand (2,000) shares are authorized for Series C Preferred
Stock, par value of one cent (U.S. $0.01) per share. The Common Stock and the
two series of preferred stock shall have the voting rights, designations,
preferences, qualifications, privileges, limitations, options and other rights
as follows:


     SECTION 2. COMMON STOCK.

     A. VOTING RIGHTS. The holders of Common Stock shall be entitled to one (1)
     vote per share on all matters submitted to the shareholders of the
     Corporation.

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     B. DIVIDEND PROVISIONS. The holders of shares of Common Stock shall be
     entitled to receive dividends when, as and if declared by the Board of
     Directors.

     SECTION 3. SERIES A PREFERRED STOCK.

     A. VOTING RIGHTS. The holders of Series A Preferred Stock shall not be
     entitled to vote on any matters submitted to the shareholders of the
     Corporation, except as otherwise required by applicable law.

     B. DIVIDEND PROVISIONS. The holders of shares of Series A Preferred Stock
     shall not be entitled to receive dividends.

     C. REDEMPTION.

          (1) Mandatory Redemption. On September 30, 2004, the Corporation shall
          be required to redeem the Series A Preferred Stock (the "Series A
          Redemption Date").

          (2) Optional Redemption. At the option of the Corporation, the Series
          A Preferred Stock may be redeemed at any time, in whole or in part.
          The Corporation may exercise said option by providing notice of
          redemption in accordance with Article IV, Section 3(C)(4).

          (3) Redemption Price. The redemption price per share of Series A
          Preferred Stock to be paid upon a redemption under this Section 3(C)
          shall be ten thousand dollars (U.S. $10,000) (the "Series A Redemption
          Price"). The Series A Redemption Price shall be adjusted
          proportionately in the event the Series A Preferred Stock is adjusted
          into a lesser number of shares or subdivided into a greater number of
          shares.

          (4) Redemption Notice. Notice of any redemption pursuant to this
          Section 3(C) shall be given by the Corporation by mailing notice (the
          "Series A Redemption Notice"), via registered or certified mail,
          postage prepaid, or by hand delivery to the holders of record of the
          Series A Preferred Stock (as of the close of business on the business
          day next preceding the day on which the Series A Redemption Notice is
          given) at their respective addresses as the same shall appear on the

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          stock books of the Corporation, not less than 30 days nor more than 60
          days prior to the date of such redemption and the Series A Redemption
          Notice shall state the time and place fixed for such redemption.

          (5) Surrender of Certificates. Upon surrender of a certificate or
          certificates representing shares to be redeemed pursuant to this
          Section 3(C), the Corporation shall remit an amount equal to the
          product of (i) the Series A Redemption Price, times (ii) the number of
          shares of Series A Preferred Stock to be redeemed. If fewer than all
          of the shares represented by any such certificate or certificates
          presented for redemption are to be redeemed, a new certificate shall
          be issued representing the unredeemed shares without cost to the
          holder. If so required by the Corporation, any certificate for Series
          A Preferred Stock surrendered for redemption shall be accompanied by
          instruments of transfer, duly executed by the holder of such Series A
          Preferred Stock or his duly authorized representative.

          (6) Rights After the Series A Redemption Date. From and after the
          close of business on the Series A Redemption Date, unless there shall
          have been a default in the payment of the redemption price, all rights
          of holders of shares of Series A Preferred Stock redeemed pursuant to
          Section 3(C) shall cease with respect to such shares, and thereafter
          such shares shall not be deemed to be outstanding for any purposes
          whatsoever.

          (7) Cancellation of Redeemed Shares. Any shares of Series A Preferred
          Stock that shall at any time have been redeemed or repurchased by the
          Corporation shall, after such redemption or repurchase, be cancelled
          by the Corporation and shall not be available for reissuance.


     SECTION 4. SERIES C PREFERRED STOCK.

     A. VOTING RIGHTS. The holders of Series C Preferred Stock shall not be
     entitled to vote on any matters submitted to the shareholders of the
     Corporation, except as otherwise required by applicable law.


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     B. DIVIDEND PROVISIONS. The holders of shares of Series C Preferred Stock
     shall not be entitled to receive dividends.

     C. MANDATORY REDEMPTION.

          (1) Mandatory Redemption. On September 30, 2004, the Corporation shall
          be required to redeem the Series C Preferred Stock (the "Series C
          Redemption Date"). Prior to the mandatory redemption of the Series C
          Preferred Stock, if no IPO Closing has occurred by such date, all of
          the Series A Preferred Stock shall have been exchanged, repurchased or
          redeemed in full or otherwise cancelled. The "IPO Closing" shall mean
          the closing of an underwritten public offering of shares to be listed
          on the New York Stock Exchange or the American Stock Exchange, or to
          be quoted on the National Association of Securities Dealers Automated
          Quotation System or the National Market System of the National
          Association of Securities Dealers pursuant to an effective
          registration statement under the Securities Act of 1933, as amended,
          covering the offer and sale to the public of at least twenty percent
          (20%) of the Common Stock of the Corporation outstanding immediately
          after the IPO Closing or (ii) immediately prior to the closing of a
          merger or consolidation of the Corporation with or into another
          corporation or entity which is not an affiliate of the Corporation.
          For purposes of this Section 4(C)(1), "affiliate of the Corporation"
          shall mean any person or entity that controls, is controlled by or is
          under common control with the Corporation.

          (2) Optional Redemption. At the option of the Corporation, the Series
          C Preferred Stock may be redeemed at any time, in whole or in part,
          provided that before any shares of Series C Preferred Stock may be
          redeemed, the Series A Preferred Stock shall have been exchanged,
          repurchased or redeemed in full or otherwise cancelled. The
          Corporation shall exercise said option by providing notice of
          redemption in accordance with Section 4(C)(4).

          (3) Redemption Price. The redemption price per share of Series C
          Preferred Stock to be paid upon a redemption under this Section 4(C)
          shall be equal to ten thousand dollars (U.S. $10,000) (the "Series C
          Redemption Price"). The Series C Redemption Price shall be

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          adjusted proportionately in the event the Series C Preferred Stock is
          adjusted into a lesser number of shares or subdivided into a greater
          number of shares.

          (4) Redemption Notice. Notice of any redemption pursuant to this
          Section 4(C) shall be given by the Corporation by mailing notice (the
          "Series C Redemption Notice"), via registered or certified mail,
          postage prepaid, or by hand delivery to the holders of record of the
          Series C Preferred Stock (as of the close of business on the business
          day next preceding the day on which the Series C Redemption Notice is
          given) at their respective addresses as the same shall appear on the
          stock books of the Corporation, not less than 30 days nor more than 60
          days prior to the date of such redemption and the Series C Redemption
          Notice shall state the time and place fixed for such redemption.

          (5) Surrender of Certificates. Upon surrender of certificate or
          certificates representing shares to be redeemed pursuant to this
          Section 4(C), the Corporation shall remit an amount equal to the
          product of, (i) the Series C Redemption Price, times (ii) the number
          of shares of the Series C Preferred Stock to be redeemed. If fewer
          than all of the shares represented by any such certificate or
          certificates presented for redemption are to be redeemed, a new
          certificate shall be issued representing the unredeemed shares without
          cost to the holder. If so required by the Corporation, any certificate
          for Series C Preferred Stock surrendered for redemption shall be
          accompanied by instruments of transfer, duly executed by the holder of
          such Series C Preferred Stock or his duly authorized representative.

          (6) Rights After the Series C Redemption Date. From and after the
          close of business on the Series C Redemption Date, unless there shall
          have been a default in the payment of the redemption price, all rights
          of holders of shares of Series C Preferred Stock redeemed pursuant to
          Section 4(C) shall cease with respect to such shares, and thereafter
          such shares shall not be deemed to be outstanding for any purposes
          whatsoever.


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          (7) Cancellation of Redeemed Shares. Any shares of Series C Preferred
          Stock that shall at any time have been redeemed or repurchased by the
          Corporation shall, after such redemption or repurchase, be cancelled
          by the Corporation and shall not be available for reissuance.

     SECTION 5. LIQUIDATION PREFERENCES OF PREFERRED STOCK.

     A. Subject to Section 5(B), upon the event of any voluntary or involuntary
     liquidation, dissolution or winding up of the affairs of the Corporation,
     after payment or provisions for the payment of the debts and other
     liabilities of the Corporation, the assets then available for distribution
     to the shareholders shall be distributed as follows:

          (1) First to the holders of the Series A Preferred Stock, to the
          extent available, in an amount equal to $10,000.00 per share (the
          "Series A Liquidation Preference"), but if the funds available
          therefor are insufficient, then to the holders of Series A Preferred
          Stock on a pro rata basis in accordance with the number of shares held
          by each holder.

          (2) Second to the holders of the Series C Preferred Stock, to the
          extent available, in an amount equal to $10,000.00 per share (the
          "Series C Liquidation Preference"), but if the funds available
          therefor are insufficient, then to the holders of Series C Preferred
          Stock on a pro-rata basis in accordance with the number of shares held
          by each holder.

          (4) After distribution in accordance with clauses (1) and (2) above,
          all remaining assets available for distribution to the shareholders
          shall be distributed to the holders of shares of the outstanding
          Common Stock on a pro rata basis in accordance with the number of
          shares held by each holder.

     B. Upon the event of any voluntary or involuntary liquidation, dissolution
     or winding up of the affairs of the Corporation that occurs after the IPO
     Closing, after payment or provisions for the payment of the debts and other
     liabilities of the Corporation, the assets then available for distribution
     to the shareholders shall be distributed as follows: first, an

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     amount equal to the aggregate Series A Liquidation Preference and Series C
     Liquidation Preference for all outstanding shares of Series A Preferred
     Stock and Series C Preferred Stock, respectively, shall be distributed pro
     rata among all holders of the Series A Preferred Stock and the Series C
     Preferred Stock based on the number of shares held by each holder; second,
     all remaining assets available for distribution to the shareholders shall
     be distributed to the holders of the outstanding Common Stock on a pro rata
     basis in accordance with the number of shares held by each holder.

     C. Notwithstanding the foregoing, the Series A Liquidation Preference or
     the Series C Liquidation Preference, as the case may be, shall be adjusted
     proportionately in the event that the number of shares of such series of
     preferred stock is adjusted into a lesser number of shares or adjusted into
     a greater number of shares.

                                    ARTICLE V

                 AGENT FOR SERVICE OF PROCESS; REGISTERED AGENT

     The Secretary of State is designated as agent of the Corporation upon whom
process against it may be served. The post office address to which the

Secretary of State shall mail a copy of any process against the Corporation
served upon him is:

                           Corporation Service Company
                                 80 State Street
                                    6th Floor
                             Albany, New York 12207

Corporation Service Company is hereby designated as the Corporation's Registered
Agent, the agent upon whom process may be served.  Corporation Service
Company's post office address is:

                                 80 State Street
                                    6th Floor
                             Albany, New York 12207


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                                   ARTICLE VI

                                PREEMPTIVE RIGHTS

     No shareholder of the Corporation shall have preemptive rights to acquire
shares of the Corporation, and such rights are specifically denied by this
Article VI.


                                   ARTICLE VII

                                    DIRECTORS

     The Board of Directors of the Corporation shall consist of seven (7)
directors, unless a different number shall be established by amendment to this
Certificate of Incorporation.


                                  ARTICLE VIII

                         LIMITED LIABILITY OF DIRECTORS

     No director of the Corporation shall have liability for monetary damages
for breach of duty as a director if such breach did not (A) involve a knowing
and culpable violation of law by the director; (B) enable the director or an
Associate (as defined herein) to receive an improper personal economic gain; (C)
show a lack of good faith and a conscious disregard for the duty of the director
to the Corporation under circumstances in which the director was aware that his
conduct or omission created an unjustifiable risk of serious injury to the
Corporation; (D) constitute a sustained and unexcused pattern of inattention
that amounted to an abdication of the director's duty to the Corporation; or (E)
create liability under an applicable provision of the laws of the State of New
York which cannot be limited or made inapplicable by this Article. For purposes
hereof, "Associate" of a director means (A) any corporation or organization of
which such person is an officer or partner or is, directly or indirectly, the
beneficial owner of ten percent or more of any class of voting stock; (B) any
trust or other estate in which such person has at least a ten percent beneficial
interest or as to which such person serves as trustee or in a similar fiduciary
capacity; and (C) any relative or spouse of such person, or any relative of such
spouse, who has the same home as such person.


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                                   ARTICLE IX

                                 INDEMNIFICATION

     SECTION 1. DEFINITIONS. As used in this Article IX:

     A. "Agent" means any person who is or was an agent of the Corporation and
any person who, while an agent of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee or
agent of another Enterprise.

     B. "Corporation" includes any domestic or foreign predecessor entity of the
Corporation in a merger, consolidation or other transaction in which the
predecessor's existence ceased upon consummation of such transaction.

     C. "Director" means any person who is or was a director of the Corporation
and who, while a director of the Corporation, is or was serving at the request
of the Corporation as a director, officer, partner, trustee, employee or agent
of another Enterprise or as a fiduciary of an employee benefit plan or trust
maintained for the benefit of employees of the Corporation or employees of any
other Enterprise.

     D. "Eligible Outside Party" means any person who, although not a
shareholder, director, officer, employee or agent of the Corporation, is or was
serving solely at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another Enterprise.

     E. "Employee" means any person who is or was an employee of the Corporation
and any person who, while an employee of the Corporation, is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another Enterprise or as a fiduciary of an employee benefit
plan or trust maintained for the benefit of employees of the Corporation or
employees of any other Enterprise.

     F. "Enterprise" means any other foreign or domestic Corporation,
partnership, joint venture, trust or other enterprise, other than an employee
benefit plan or trust.

     G. "Expenses" include attorneys' fees.

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     H. "Officer" means any person who is or was an officer of the Corporation
and any person who, while an officer of the Corporation, is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another Enterprise or as a fiduciary of an employee benefit
plan or trust maintained for the benefit of employees of the Corporation or
employees of any other Enterprise.

     I. "Party" includes a person who was, is, or is threatened to be made, a
defendant or respondent in a proceeding.

     J. "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, and shall
include any appeal therein.

     K. "Shareholder" means any person who is or was a shareholder of the
Corporation and any person who, while a shareholder of the Corporation, is or
was serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another Enterprise.

     SECTION 2. SCOPE OF INDEMNIFICATION.

     A. Except as otherwise provided in this Article IX or in the laws of the
State of New York, the Corporation shall indemnify any person made a Party to
any Proceeding, other than an action by or in the right of the Corporation, by
reason of the fact that he, or the person whose legal representative he is, is
or was a shareholder, director, officer, employee or agent of the Corporation,
or an Eligible Outside Party, against judgments, fines, penalties, amounts paid
in settlement and reasonable Expenses actually incurred by him, and the person
whose legal representative he is, in connection with such Proceeding. The
Corporation shall not so indemnify any such person unless (1) such person, and
the person whose legal representative he is, was successful on the merits in the
defense of any proceeding referred to in this subsection, or (2) it shall be
concluded as provided in subsection C of this Section 2 that such person, and
the person whose legal representative he is, acted in good faith and in a manner
he reasonably believed to be in the best interests of the Corporation, or in the
case of a person serving as a fiduciary of an employee benefit plan or trust,
either in the best interests of the Corporation or in the best interests of the
participants and beneficiaries of such employee benefit plan or trust and
consistent with the provisions of such employee benefit plan or trust and, with
respect to any criminal action or proceeding, that they had no reasonable

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cause to believe his conduct was unlawful, or (3) the court, on application as
provided in subsection D of this Section 2, shall have determined that in view
of all circumstances such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine; except that,
in connection with an alleged claim based upon his purchase or sale of
securities of the Corporation or another Enterprise, which he serves or served
at the request of the Corporation, the Corporation shall only indemnify such
person after the court shall have determined, on application as provided in
subsection D of this Section 2, that in view of all the circumstances such
person is fairly and reasonably entitled to be indemnified, and then for such
amount as the court shall determine. The termination of any Proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person did not
act in good faith or in a manner which he did not reasonably believe to be in
the best interests of the Corporation or of the participants and beneficiaries
of such employee benefit plan or trust and consistent with the provisions of
such employee benefit plan or trust, or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

     B. Except as otherwise provided in this Article IX or in the laws of the
State of New York, the Corporation shall indemnify any person made a Party to
any Proceeding, by or in the right of the Corporation, to procure a judgment in
its favor by reason of the fact that he, or the person whose legal
representative he is, is or was a Shareholder, director, officer, employee or
agent of the Corporation, or an Eligible Outside Party, against reasonable
Expenses actually incurred by him in connection with such proceeding in relation
to matters as to which such person, or the person whose legal representative he
is, is finally adjudged not to have breached his duty to the Corporation, or
where the court, on application as provided in subsection D of this Section 2,
shall have determined that in view of all the circumstances such person is
fairly and reasonably entitled to be indemnified, and then for such amount as
the court shall determine. The Corporation shall not so indemnify any such
person for amounts paid to the Corporation, to a plaintiff or to counsel for a
plaintiff in settling or otherwise disposing of a Proceeding which is settled or
otherwise disposed of without court approval.

     C. The conclusion provided for in subsection A of this Section 2 may be
reached by any one of the following: (1) The Board of Directors of the
Corporation by a consent in writing signed by a majority of those directors who
were not Parties to such Proceeding; (2) independent legal counsel selected by a
consent in writing signed by a majority of those directors who were not Parties
to such Proceeding;

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(3) in the case of any Employee or Agent who is not an officer or Director of
the Corporation, the Corporation's general counsel with respect to any matter
for which the amount to be indemnified hereunder is less than $100,000; or (4)
the shareholders of the Corporation by the affirmative vote of at least
fifty-five percent (55%) of the voting power of shares not owned by Parties to
such Proceeding, represented at an annual or special meeting of Shareholders,
duly called with notice of such purpose stated. Such person shall also be
entitled to apply to a court for such conclusion, upon application as provided
in subsection D, even though the conclusion reached by any of the foregoing
shall have been adverse to him or to the person whose legal representative he
is.

     D. Where an application for indemnification or for a conclusion as provided
in this Section 2 is made to a court, it shall be made to the court for the
judicial district where the principal office of the Corporation is located. The
application shall be made in such manner and form as any be required by the
applicable rules of the court, or in the absence thereof, by direction of the
court. The court may also direct that notice be given in such manner as it may
require at the expense of the Corporation to the Shareholders of the Corporation
and to such other persons as the court may designate. In the case of an
application to a court in which a Proceeding is pending in which the person
seeking indemnification is a Party by reason of the fact that he, or the person
whose legal representative he is, is or was serving at the request of the
Corporation as a Director, partner, trustee, Officer, Employee or Agent of
another Enterprise, or as a fiduciary of an employee benefit plan or trust
maintained for the benefit of employees of any other enterprise, timely notice
of such application shall be given by such person to the Corporation.

     E. Expenses which may be indemnifiable under this section incurred in
defending a proceeding may be paid by the Corporation in advance of the final
disposition of such proceeding as authorized by the Board of Directors upon
agreement by or on behalf of the Shareholder, Director, Officer, Employee, Agent
or Eligible Outside Party, or his legal representative, to repay such amount if
he is later found not to be entitled to indemnification by the Corporation as
authorized in this Article IX.

     F. The Corporation shall not indemnify any Shareholder, Director, Officer,
Employee, Agent or Eligible Outside Party, other than a Shareholder, Director,
Officer, Employee, Agent or Eligible Outside Party who is or was serving at the
request of the Corporation as a Director, Officer, partner, trustee, Employee or
Agent of another enterprise, against judgments, fines, penalties, amounts paid

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<PAGE>



in settlement and expenses to an extent either greater or less than that
authorized in this Article IX. Notwithstanding the foregoing, except as
otherwise provided in the laws of the State of New York, the Corporation may
procure insurance providing greater indemnification and may share the premium
cost with any Shareholder, Director, Officer, Employee, Agent or Eligible
Outside Party on such basis as may be agreed upon.

     SECTION 3. VALIDITY. If this Article IX or any portion thereof shall be
invalidated on any grounds by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Director, Officer, Employee, Agent
and Shareholder of the Corporation as to expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including, without limitation, a grand jury proceeding any action, suit or
proceeding by or in the right of the Corporation, to the fullest extent
permitted by any applicable portion of this Article IX that shall not have been
invalidated, by the Business Corporation Law of New York or by any other
applicable law.



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




April 15, 1998

                                                        /s/Robert E. Fowler, III
                                                        ------------------------
                                                        Robert E. Fowler, III
                                                        Chairman of the Board

                                                        /s/Cheryl A. Chen
                                                        ------------------------
                                                        Cheryl A. Chen
                                                        Secretary

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