Exhibit 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                              PMCC FINANCIAL CORP.

     The  undersigned,   in  order  to  form  a  corporation  for  the  purposes
hereinafter  stated,  under  and  pursuant  to the  provisions  of  the  General
Corporation Law of the State of Delaware, do hereby certify as follows:

          FIRST : The name of the Corporation is PMCC Financial Corp.

          SECOND:  The address of its registered office in the State of Delaware
is No. 1209 Orange Street,  Corporation Trust Center, in the City of Wilmington,
County of New Castle,  The name of its  registered  agent at such address is The
Corporation Trust Company.

          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 the State of Delaware.

          FOURTH:  The total number of shares which the  Corporation  shall have
authority  to issue  is  Forty-One  Million  (41,000,000),  consisting  of Forty
Million (40,000,000) shares of common stock, all of par value of one cent ($.01)
each, and One Million (1,000,000) shares of preferred stock, all of par value of
one cent ($.0l) each.

          A.    Preferred Stock
                ---------------

               1. The preferred stock of the Corporation may be issued from time
to time in one or more  series  of any  number  of  shares,  provided  that  the
aggregate  number of shares  issued and not cancelled in any and all such series
shall not  exceed  the total  number of shares of  preferred  stock  hereinabove
authorized.

               2. Authority is hereby vested in the Board of Directors from time
to time to authorize the issuance of one or more series of preferred  stock and,
in  connection  with  the  creation  of such  series,  to fix by  resolution  or
resolutions  providing for the issuance of shares thereof the characteristics of
each such series including, without limitation, the following:

                    (a) the maximum number of shares to constitute  such series,
               which may  subsequently  be increased or decreased (but not below
               the  number  of  shares  of  that  series  then  outstanding)  by
               resolution of the Board of Directors, the distinctive designation
               thereof and the stated value  thereof if  different  than the par
               value thereof;

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                    (b)  whether  the shares of such  series  shall have  voting
               powers,  full or  limited,  together  with any  other  series  of
               preferred  stock or common stock,  or as a separate  class, or no
               voting powers, and if any, the terms of such voting powers;

                    (c) the dividend rate, if any, on the shares of such series,
               the  conditions  and dates  upon which  such  dividends  shall be
               payable,  the preference or relation  which such dividends  shall
               bear to the dividends payable on any other class or classes or on
               any other series of capital stock and whether such dividend shall
               be cumulative or noncumulative;

                    (d) whether  the shares of such  series  shall be subject to
               redemption   by  the   Corporation,   and,  if  made  subject  to
               redemption,  the  times,  prices  and other  terms,  limitations,
               restrictions or conditions of such redemption;

                    (e)  the  relative  amounts,  and  the  relative  rights  or
               preference,  if any,  of  payment  in  respect  of shares of such
               series,  which the  holders  of shares  of such  series  shall be
               entitled  to  receive  upon  the   liquidation,   dissolution  or
               winding-up of the Corporation;

                    (f)  whether  or not the  shares  of such  series  shall  be
               subject to the  operation of a retirement or sinking fund and, if
               so,  the  extent to and  manner in which any such  retirement  or
               sinking  fund shall be applied to the purchase or  redemption  of
               the shares of such series for  retirement  or to other  corporate
               purposes and the terms and  provisions  relative to the operation
               thereof;

                    (g)  whether  or not the  shares  of such  series  shall  be
               convertible into, or exchangeable for, shares of any other class,
               classes or series, or other securities,  whether or not issued by
               the Corporation, and if so convertible or exchangeable, the price
               or prices or the rate or rates of  conversion or exchange and the
               method, if any, of adjusting same;

                    (h)  the  limitations  and  restrictions,   if  any,  to  be
               effective  while any shares of such series are  outstanding  upon
               the payment of dividends or the making of other distributions on,
               and upon the  purchase,  redemption or other  acquisition  by the
               Corporation  of, the Common Stock (as defined below) or any other
               class or classes of stock of the  Corporation  ranking  junior to
               the  shares  of  such  series  either  as to  dividends  or  upon
               liquidation, dissolution or winding-up;

                    (i)  the  conditions  or  restrictions,  if  any,  upon  the
               creation of  indebtedness of the Corporation or upon the issuance
               of any  additional  stock  (including  additional  shares of such
               series or of any other series or of any other class) ranking on a
               parity with or prior to the shares of such series as to dividends
               or  distributions  of assets  upon  liquidation,  dissolution  or
               winding-up; and

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                    (j)  any  other  preference  and  relative,   participating,
               optional  or  other  special  rights,  and  the   qualifications,
               limitations or restrictions thereof, as shall not be inconsistent
               with law, this Article  Fourth or any  resolution of the Board of
               Directors pursuant hereto.

          B.   Common Stock
               ------------

                    1. The common  stock of the  Corporation  may be issued from
tune to time in any  number of shares,  provided  that the  aggregate  number of
shares issued and not  cancelled  shall not exceed the total number of shares of
common stock hereinabove authorized ("Common Stock").

                    2. Unless  expressly  provided by the Board of  Directors of
the  Corporation  in fixing the voting rights of any series of Preferred  Stock,
the holders of the outstanding shares of Common Stock shall exclusively  possess
all voting power for the election of directors and for all other purposes,  each
holder of record of shares of Common  Stock being  entitled to one vote for each
share of such stock standing in his name on the books of the Corporation.

                    3.  Subject to the prior  rights of the holders of Preferred
Stock now or hereafter granted pursuant to Article Fourth, the holders of Common
Stock  shall be  entitled  to  receive,  when and as  declared  by the  Board of
Directors,  out of funds legally  available for that purpose,  dividends payable
either in cash, stock or otherwise.

                    4.  In  the  event  of  any   liquidation,   dissolution  or
winding-up of the Corporation,  either  voluntary or involuntary,  after payment
shall be made in full to the holders of Preferred  Stock of any amounts to which
they may be  entitled,  the  holders of Common  Stock  shall be  entitled to the
exclusion  of the  holders  of  Preferred  Stock of any and all series to share,
ratably  according to the number of shares of Common Stock held by them,  in all
remaining   assets  of  the  Corporation   available  for  distribution  to  its
stockholders.

          FIFTH:  The name and mailing  address of the sole  incorporator  is as
follows:

                  Name                  Mailing Address
                  ----                  ---------------

                  Michelle Waltz        Ruskin Moscou Evans & Faltischek, P.C.
                                        170 Old Country Road
                                        Mineola, New York 11501

          SIXTH:  The Corporation is to have perpetual existence.

          SEVENTH: The private property of the stockholders shall not be subject
to the payment of the Corporation*s debts to any extent whatever.

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          EIGHTH:  The following  provisions  are inserted for the management of
the  business  and for the  conduct of the  affairs of the  Corporation  and for
defining and  regulating  the powers of the  Corporation  and its  directors and
stockholders  and  are in  furtherance  and  not  in  limitation  of the  powers
conferred upon the Corporation by statute:

          A. 1. The business and affairs of the Corporation  shall be managed by
or under the  direction  of a Board of  Directors  consisting  of such number of
directors  as  is  determined  from  time  to  time  by  resolution  adopted  by
affirmative  vote of a majority  of the  entire  Board of  Directors;  provided,
however,  that in no event shall the number of directors be less than three. The
directors shall be divided into three classes,  designated Class I, Class II and
Class III. Each class shall consist, as nearly as may be possible,  of one-third
(1/3)  of the  total  number  of  directors  constituting  the  entire  Board of
Directors.  By unanimous written consent of the Board of Directors,  the initial
classes  shall be elected as follows:  Class I directors  shall be elected for a
one-year  term,  Class II directors  for a two-year term and Class III directors
for a  three-year  term.  At each  succeeding  annual  meeting of  stockholders,
successors to the class of directors  whose terms expires at that annual meeting
shall be elected for  three-year  terms.  If the number of directors is changed,
any  increase  or  decrease  shall be  apportioned  among the  classes  so as to
maintain the number of directors in each class as nearly equal as possible,  and
any additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining  term of that  class,  but in no case will a decrease in the number of
directors  shorten the term of any  incumbent  director.  A director  shall hold
office  until the annual  meeting for the year in which his or her term  expires
and until his or her  successor  shall be elected  and shall  qualify,  subject,
however, to prior death,  resignation,  retirement,  disqualification or removal
from office.  Except as  otherwise  required by law, any vacancy in the Board of
Directors that results from an increase in the number of directors and any other
vacancy occurring in the Board of Directors shall be filled by a majority of the
directors  then in office,  even if less than a quorum,  or by a sole  remaining
director.  Any director elected to fill a vacancy not resulting from an increase
in the number of directors  shall have the same remaining term as that of his or
her predecessor.

               2. Any director, or the entire Board of Directors, may be removed
from  office  only for cause and only by the  affirmative  vote of not less than
two-thirds  (2/3) of the votes  entitled to be cast by the holders of all of the
then  outstanding  shares of Voting Stock (as defined in Article Tenth,  Section
C),  voting  together  as one class;  provided,  however,  that if a proposal to
remove a director is made by or on behalf of an Interested Person (as defined in
Article Tenth,  Section C) or a director who is not an Independent  Director (as
defined in Article  Tenth,  Section C), then such removal shall also require the
affirmative  vote of not less than a majority of the votes entitled.  to be cast
by the holders of all of the then  outstanding  shares of Voting  Stock,  voting
together  as one  class,  excluding  Voting  Stock  beneficially  owned  by such
Interested Person.

               3. Notwithstanding the foregoing, whenever the holders of any one
or more  classes  or series of stock  issued by the  Corporation  shall have the
right,  voting separately by class or series, to elect directors,  the election,
term of office, filling of vacancies and other

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features  of  such  directorships  shall  be  governed  by  the  terms  of  this
Certificate of Incorporation  applicable  thereto, as amended and such directors
so elected shall not be divided into classes pursuant to Article Ninth,  Section
A unless expressly provided by such terms.

               B. In furtherance  and not limitation of the powers  conferred by
statute, the Board of Directors is expressly authorized:

                    1. To  make,  alter,  amend or  repeal  the  By-Laws  of the
Corporation.  The holders of shares of Voting  Stock  shall,  to the extent such
power is at the time conferred on them by applicable law, also have the power to
make, alter,  amend or repeal the By-Laws of the Corporation,  provided that any
proposal  by or on behalf of an  Interested  Person or a director  who is not an
Independent  Director to make, alter,  amend or repeal the By-Laws shall require
approval by the affirmative  vote described in Article Tenth,  Section A, unless
either (a) such action has been approved by a majority of the Board of Directors
prior to such  Interested  Person first  becoming an Interested  Person;  or (b)
prior to such Interested Person first becoming an Interested  Person, a majority
of the Board of  Directors  has  approved  such  Interested  Person  becoming an
Interested Person and, subsequently, a majority of the Independent Directors has
approved such action.

                    2. To. set apart out of any of the funds of the  Corporation
available  for  dividends  a reserve or reserves  for any proper  purpose and to
abolish any such reserve in the manner in which it was created.

                    3.  By a  majority  of the  whole  Board  of  Directors,  to
designate one or more  committees,  each  committee to consist of one or more of
the  directors of the  Corporation.  The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee.  The By-Laws may provide
that in the absence or disqualification  of a member of a committee,  the member
or members  thereof  present at any meeting and not  disqualified  from  voting,
whether or not he or they constitute a quorum,  may unanimously  appoint another
member of the Board of  Directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution  of the Board of  Directors,  or in the  By-Laws of the  Corporation,
shall  have and may  exercise  all the  powers  and  authority  of the  Board of
Directors in the management of the business and affairs of the Corporation,  and
may authorize the seal of the  Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the  Certificate of  Incorporation  (except that a committee may, to
the  extent  authorized  in the  resolution  or  resolutions  providing  for the
issuance  of shares of stock  adopted by the Board of  Directors  as provided in
Article Fourth hereof, fix the designations and any of the preferences or rights
of such shares relating to dividends, redemption,  dissolution, any distribution
of assets of the  Corporation  or the  conversion  into, or the exchange of such
shares for, shares of any other class or classes or any other series of the same
or any other class or classes of stock of the  Corporation  or fix the number of
shares of any series of stock or  authorize  the  increase  or  decrease  of the
shares of any  series),  adopting  an  agreement  of  merger  or  consolidation,
recommending to the

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stockholders  the sale,  lease or  exchange of all or  substantially  all of the
Corporation*s   property  and  assets,   recommending  to  the   stockholders  a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation;  and, unless the resolution or By-Laws  expressly so
provide,  no such  committee  shall  have the power or  authority  to  declare a
dividend,  to  authorize  the  issuance  of stock or to adopt a  certificate  of
ownership and merger  pursuant to Section 253 of the General  Corporation Law of
the State of Delaware.

                    4. When and as authorized by the  stockholders in accordance
with  statute,  to  sell,  lease or  exchange  all or  substantially  all of the
property and assets of the Corporation, including its goodwill and its corporate
franchises, upon such terms and conditions and for such consideration, which may
consist in whole or in part of money or property  including  shares of stock in,
and/or other securities of, any other corporation or corporations,  as the Board
of Directors shall deem expedient and for the best interests of the Corporation.

                    5. To the full extent  permitted or not  prohibited  by law,
and without, the consent of or other action by the stockholders, to authorize or
create mortgages, pledges or, other liens or encumbrances upon any or all of the
assets,  real,  personal or mixed, and franchises of the Corporation,  including
after acquired property, and to exercise all of the powers of the Corporation in
connection therewith.

          C.  In  addition  to any  other  considerations  which  the  Board  of
Directors may lawfully take into account,  in determining  whether to take or to
refrain from taking  corporate  action on any matter,  including  proposing  any
matter to the stockholders of the  Corporation,  the Board of Directors may take
into  account  the  long-term  as  well  as  the  short-term  interests  of  the
Corporation and its stockholders (including the possibility that these interests
may be best served by the continued independence of the Corporation), customers,
employees and other  constituencies  of the  Corporation  and its  subsidiaries,
including  the  effect  upon  communities  in  which  the  Corporation  and  its
subsidiaries do business. In so evaluating any such determination,  the Board of
Directors shall be deemed to be performing their duties and acting in good faith
and in the best interests of the  Corporation  within the meaning of Section 145
of the  General  Corporation  Law of the  State of  Delaware,  or any  successor
provision.

          D.  Subject  to the  rights of holders of any class or series of stock
having a preference  over the Common Stock as to dividends or upon  liquidation,
dissolution or winding-up, nominations for the election of directors may be made
by the Board of Directors or by any stockholder entitled to vote in the election
of  directors  generally.  However,  any  stockholder  entitled  to  vote in the
election of directors generally may nominate one or more persons for election as
directors at an annual meeting only pursuant to the Corporation's notice of such
meeting  or if  written  notice  of  such  stockholder's  intent  to  make  such
nomination or nominations  has been received by the Secretary of the Corporation
not less than sixty nor more than ninety days prior to the first  anniversary of
the preceding year's annual meeting;  provided,  however, that in the event that
the date of the annual  meeting is  advanced  by more than  thirty  (30) days or
delayed  by more than  sixty  (60) days  from  such  anniversary,  notice by the
stockholder  to be timely must be so received not earlier than the ninetieth day
prior to such annual meeting and not

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later than the close of business on the later of (1) the  sixtieth  day prior to
such annual  meeting;  or (2) the tenth day following the day on which notice of
the day of the annual meeting was mailed or public  disclosure  thereof was made
by the  Corporation,  whichever  first occurs.  For purposes of calculating  the
first  such  notice   period   following   adoption  of  this   Certificate   of
Incorporation,  the first anniversary of the 1997 annual meeting shall be deemed
to be the  last day of the  twelfth  month  following  the  consummation  of the
initial  public  offering of the  Corporation's  Common Stock.  Each such notice
shall set forth: (a) the name and address of the stockholder who intends to make
the nomination and of the person or person to be nominated; (b) a representation
that the stockholder is a holder of record of stock of the Corporation  entitled
to vote at such  meeting  and  intends  to  appear  in person or by proxy at the
meeting to  nominate  the  person or  persons  specified  in the  notice;  (c) a
description of all  arrangements or  understandings  between the stockholder and
each  nominee and any other  person or persons  (naming  such person or persons)
relating to the nomination or nominations; (d) the class and number of shares of
the Corporation which are beneficially  owned by such stockholder and the person
to be  nominated  as of the date of such  stockholder's  notice and by any other
stockholders  known by such stockholder to be supporting such nominees as of the
date of such  stockholder's  notice;  (e) such other information  regarding each
nominee  proposed by such  stockholder  as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission;  and (f) the  consent of each  nominee to serve as a director of the
Corporation if so elected.

                    In addition,  in the event the  Corporation  calls a special
meeting of stockholders  for the purpose of electing one or more directors,  any
stockholder entitled to vote in the election of directors generally may nominate
one or more persons for election as directors at a special meeting only pursuant
to  the   Corporation's   notice  of  meeting  or  if  written  notice  of  such
stockholder's intent to make such nomination or nominations,  setting fourth the
information and complying with the form described in the  immediately  preceding
paragraph,  has been  received by the Secretary of the  Corporation  not earlier
than the  ninetieth  day prior to such  special  meeting  and not later than the
close of business on the later of (i) the sixtieth day prior to such meeting; or
(ii) the tenth day  following the day on which notice of the date of the special
meeting was mailed or public  disclosure  thereof  was made by the  Corporation,
whichever comes first.

                    No person  shall be eligible  for  election as a director of
the Corporation  unless nominated in accordance with the procedures set forth in
Article  Eighth,  Section D. The presiding  officer of the meeting shall, if the
facts warrant, determine and declare to the meeting that nomination was not made
in accordance with the procedures  prescribed by Article Eighth,  Section D. and
if he or she should so determine, the defective nomination shall be disregarded.

                    Elections of directors  need not be by written ballot unless
the By-Laws of the Corporation shall so provide.

          NINTH:

          A.  Meetings  of the  stockholders  may be held  within or without the
State of Delaware,  as the By-Laws may provide.  Commencing with the date of the
consummation of the

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initial public offering of the  Corporation*s  Common Stock, any action required
or permitted to be taken by the stockholders of the Corporation must be effected
at a duly called annual or special meeting of such  stockholders  and may not be
effected by a consent in writing by any such  holders.  Subject to the rights of
holders of any class or series of stock having  preference over the Common Stock
as to dividends or upon liquidation, dissolution or winding-up, special meetings
of the  stockholders  of the  Corporation may be called only by the holders of a
majority of the outstanding shares of Common Stock or by a majority of the Board
of Directors.

                    Except as otherwise  required by law or by this  Certificate
of  Incorporation,  the holders of not less than one-third (1/3) in voting power
of the shares entitled to vote at any meeting of stockholders, present in person
or by proxy, shall constitute a quorum, and the act of the holders of a majority
in voting power of the shares present in person or by proxy and entitled to vote
on the subject matter shall be deemed the act of the  stockholders.  If a quorum
shall fail to attend any meeting,  the presiding officer may adjourn the meeting
to another place,  date or time. If a notice of any adjourned special meeting of
stockholders is sent to all stockholders entitled to vote thereat,  stating that
it will be held with one-quarter (1/4) in voting power of the shares entitled to
vote thereat  constituting a quorum,  then except as otherwise  required by law,
one-quarter  (1/4)  in  voting  power  of the  shares  entitled  to vote at such
adjourned  meeting,  present in person or by proxy,  shall  constitute a quorum,
and, except as otherwise  required by law or this Certificate of  Incorporation,
all matters  shall be determined by the holders of a majority in voting power of
the shares  present in person or by proxy and  entitled  to vote on the  subject
matter.

          B. At any meeting of the  stockholders,  only such  business  shall be
conducted as shall have been properly bought before such meeting. To be properly
bought before an annual meeting, business must be (1) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors;  (2)  otherwise  properly  brought  before  the  meeting by or at the
direction of the Board of Directors;  or (3) otherwise  properly  brought before
the meeting by a  stockholder.  For  business to be properly  brought  before an
annual meeting by a stockholder,  the stockholders must have given timely notice
thereof  in  writing  to the  Secretary  of the  Corporation.  To be  timely,  a
stockholder's  notice  must be  received  not less than sixty (60) days nor more
than ninety days prior to the first  anniversary of the preceding  year's annual
meeting;  provided,  however,  that in the  event  that the  date of the  annual
meeting is  advanced by more than thirty (30) days or delayed by more than sixty
(60) days from such anniversary,  notice by the stockholder to be timely must be
so received not earlier than the ninetieth day prior to such annual  meeting and
not later than the close of business on the later of (1) the  sixtieth day prior
to such annual meeting;  or (2) the tenth day following the date on which notice
of the date of the annual  meeting was mailed or public  disclosure  thereof was
made,  whichever first occurs. For purposes of calculating the first such notice
period  following  adoption  of this  Certificate  of  Incorporation,  the first
anniversary of the 1997 annual meeting shall be deemed to be the last day of the
twelfth month  following the  consummation of the initial public offering of the
Corporation's  Common Stock.  Each such notice shall set forth as to each matter
the  stockholder  proposes  to bring  before  the  annual  meeting:  (a) a brief
description of the business  desired to be brought before the annual meeting and
the reasons  for  conducting  such  business  at the  meeting;  (b) the name and
address, as they appear on the Corporation's books, of

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the  stockholder  proposing such business;  (c) the class,  series and number of
shares of the Corporation which are beneficially  owned by the stockholder;  and
(d) and material interest of the stockholder in such business.

                    No  business  shall  be  conducted  at  any  meeting  of the
stockholders  except in  accordance  with the  procedures  set forth in  Article
Ninth,  Section B. The  presiding  officer of the  meeting  shall,  if the facts
warrant,  determine  and declare to the meeting  that  business was not properly
bought  before the  meeting and in  accordance  with the  provisions  of Article
Ninth,  Section B, and if he or she should so  determine,  any such business not
properly  brought  before the meeting shall not be  transacted.  Nothing  herein
shall be deemed to affect the Corporation's  proxy statement pursuant to Section
14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule l4a-8
thereunder.

                    The  books of the  Corporation  may be kept  outside  of the
State of Delaware at such place or places as may be designated from time to time
by the Board of Directors or in the By-Laws of the Corporation.

          TENTH:

          A.  In  addition  to any  affirmative  vote  required  by law or  this
Certificate of Incorporation  or the By-Laws of the  Corporation,  and except as
otherwise  expressly  provided  in  Section  B  of  Article  Tenth,  a  Business
Transaction (as  hereinafter  defined) with, or proposed by or on behalf of, any
interested  Person (as  hereinafter  defined) or any Affiliate  (as  hereinafter
defined)  of any  Interested  Person or any  person who  thereafter  would be an
Affiliate of such  Interested  Person shall require  approval by the affirmative
vote of not less  than  two-thirds  (2/3) of the  votes  entitled  to be cast by
holders of all the then outstanding Voting Stock,  voting together as one class,
excluding  Voting  Stock   beneficially  owned  by  such  Interested  Person  in
accordance  with  Section  203 of the  General  Corporation  Law of the State of
Delaware. 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.

          B. The provisions of Article Tenth, Section A, shall not be applicable
to any particular  Business  Transaction,  and such Business  Transaction  shall
require  only such  affirmative  vote,  if any,  as is required by law or by any
other  provision  of this  Certificate  of  Incorporation  or the By-Laws of the
Corporation,  or any agreement with any national securities exchange,  if either
(1) the Business Transaction shall have been approved by a majority of the Board
of Directors prior to such interested Person first becoming an Interested Person
or (2) prior to such Interested  Person first becoming an interested  Person,  a
majority of the Board of Directors  shall have approved such  Interested  Person
becoming an Interested Person and,  subsequently,  a majority of the Independent
Directors (as hereinafter defined) shall have approved the Business Transaction.

          C. The  following  definitions  shall  apply  with  respect to Article
Tenth.


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<PAGE>

               1. The term  "Affiliate"  shall mean a person that  directly,  or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, a specified person.

               2. A person shall be a  "beneficial  owner" of any Capital  Stock
(a) which such person or any of its Affiliates  beneficially  owns,  directly or
indirectly;  (b) which such  person or any of its  Affiliates  has,  directly or
indirectly,  (i) the  right  to  acquire  (whether  such  right  is  exercisable
immediately  or subject only to the passage of time or the  occurrence of one or
more events),  pursuant to any agreement,  arrangement or  understanding or upon
the exercise of conversion  rights,  exchange  rights,  warrants or options,  or
otherwise,  or (ii) the right to vote pursuant to any agreement,  arrangement or
understanding;  provided,  however,  that  a  person  shall  not be  deemed  the
beneficial owner of any security if the agreement,  arrangement or understanding
to  vote  such  security  arises  solely  from  a  revocable  proxy  or  consent
solicitation  made pursuant to and in  accordance  with the Exchange Act, and is
not also then reportable on Schedule 13D under the Exchange Act (or a comparable
or  successor  report);  or  (c)  which  is  beneficially  owned,   directly  or
indirectly,  by any other person with which such person or any of its Affiliates
has any agreement,  arrangement or  understanding  for the purpose of acquiring,
holding,  voting or  disposing  of any  shares of Capital  Stock  (except to the
extent  permitted by the proviso of clause (b)(ii)  above).  For the purposes of
determining  whether a person is an Interested  Person pursuant to paragraph (7)
of this  Section  C,  the  number  of  shares  of  Capital  Stock  deemed  to be
outstanding  shall  include  shares  deemed  beneficially  owned by such  person
through  application  of this  paragraph (2) of Section C, but shall not include
any  other  shares  of  Capital  Stock  that  may be  issuable  pursuant  to any
agreement,  arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

               3.  The  term  "Business  Transaction"  shall  mean  any  of  the
following  transactions  when entered into by the Corporation or a subsidiary of
the  Corporation  with,  or upon a proposal  by or on behalf of, any  Interested
Person or any Affiliate of any Interested Person:

               (a)  any  merger  or  consolidation  of  the  Corporation  or any
subsidiary with (i) any Interested  Person or (ii) any other  corporation  which
is,  or after  such  merger  or  consolidation  would  be,  an  Affiliate  of an
Interested Person;

               (b) any sale, lease, exchange, mortgage, pledge, transfer or
other  disposition  (in one  transaction  or a series of  transactions),  except
proportionately  as a stockholder of the Corporation,  to or with the Interested
Person of assets of the  Corporation  (other than Capital Stock (as  hereinafter
defined)) or of any subsidiary of the Corporation which assets have an aggregate
market value equal to ten percent (10%) or more of the aggregate market value of
all the outstanding stock of the Corporation;

               (c) any transaction that results in the issuance of shares or the
transfer of  treasury  shares by the  Corporation  or by any  subsidiary  of the
Corporation of any Capital Stock or any capital stock of such  subsidiary to the
Interested Person, except (i) pursuant to the

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<PAGE>

exercise, exchange or conversion of securities exercisable for, exchangeable for
or  convertible  into  stock of the  Corporation  or any such  subsidiary  which
securities were outstanding  prior to the time that the Interested Person became
such, (ii) pursuant to a dividend or distribution paid or made, or the exercise,
exchange or  conversion  of  securities  exercisable  for,  exchangeable  for or
convertible  into stock of the Corporation or any such subsidiary which security
is  distributed,  pro rata to all  holders  of a class or series of stock of the
Corporation  subsequent to the time the  Interested  Person  became such,  (iii)
pursuant to an exchange  offer by the  Corporation to purchase stock made on the
same terms to all holders of said stock, (iv) any issuance of shares or transfer
of treasury shares of Capital Stock by the Corporation,  provided, however, that
in the  case of each of  clauses  (ii)  through  (iv)  above  there  shall be no
increase of more than one percent (1%) in the Interested Person's  proportionate
share of the Capital  Stock of any class or series or of the Voting Stock or (v)
pursuant to a public  offering or private  placement  by the  Corporation  to an
Institutional Investor;

               (d) any reclassification of securities, recapitalization or other
transaction involving the Corporation or any subsidiary of the Corporation which
has the effect,  directly or indirectly,  of (i)  increasing  the  proportionate
share of the stock of any class or series,  or securities  convertible  into the
stock of any class or series, of the Corporation or of any such subsidiary which
is owned by the Interested Person,  except as a result of immaterial changes due
to fractional share  adjustments or as a result of any purchase or redemption of
any shares of stock not caused, directly or indirectly, by the Interested Person
or (ii)  increasing  the voting power,  whether or not then  exercisable,  of an
Interested  Person in any class or  series  of stock of the  Corporation  or any
subsidiary of the Corporation;

               (e) the  adoption  of any plan or  proposal by or on behalf of an
Interested Person for the liquidation or dissolution of the Corporation; or

               (f) any receipt by the Interested Person of the benefit, directly
or indirectly (except  proportionately as a stockholder of the Corporation),  of
any loans,  advances,  guarantees,  pledges,  tax  benefits  or other  financial
benefits (other than those expressly  permitted in subparagraphs (a) through (e)
above) provided by or through the Corporation or any subsidiary.

               4. The term  "Capital  Stock" shall mean all capital stock of the
Corporation  authorized to be issued from time to time under  Article  Fourth of
this Certificate of Incorporation.

               5. The term "Independent Directors' shall mean the members of the
Board of Directors who are not Affiliates or  representatives  of, or associated
with,  an  Interested  Person and who were either  directors of the  Corporation
prior to any  person  becoming  an  Interested  Person or were  recommended  for
election  or elected to succeed  such  directors  by a vote which  includes  the
affirmative vote of a majority of the Independent Directors.


                                       11

<PAGE>

               6. The term "Institutional Investor" shall mean a person that (a)
has acquired,  or will acquire,  all of its securities of the Corporation in the
ordinary  course of its business and not with the purpose nor with the effect of
changing or influencing the control of the  Corporation,  nor in connection with
or as a participant in any transaction having such purpose or effect,  including
any  transaction  subject to Section 13 of the  Exchange  Act and Rule  l3d-3(b)
thereunder, and (b) is a registered broker dealer; a bank as defined in 13(a)(6)
of the  Exchange  Act;  an  insurance  company as defined  in, or an  investment
company  registered  under,  the  Investment  Company Act of 1940; an investment
advisor  registered  under the  Investment  Advisors  Act of 1940;  an  employee
benefit plan or pension fund subject to the Employee  Retirement Income Security
Act of 1974 or an endowment  fund; a parent holding  company,  provided that the
aggregate  amount held directly by the parent and directly and indirectly by its
subsidiaries which are not persons specified in the foregoing subclauses of this
clause (b) does not exceed one  percent  (1%) of the  securities  of the subject
class;  or a group,  provided that all the members are persons  specified in the
foregoing subclauses of this clause (b).

               7. The term "Interested Person* shall mean any person (other than
the  Corporation,  any subsidiary,  any Permitted  Holder,  any  profit-sharing,
employee stock  ownership or other employee  benefit plan of the  Corporation or
any subsidiary or any trustee of or fiduciary with respect to any such plan when
acting  in such  capacity)  who (a) is the  beneficial  owner  of  Voting  Stock
representing  ten percent (10%) or more of the votes  entitled to be cast by the
holders of all of the then outstanding shares of Voting Stock; (b) has stated in
a filing with any  governmental  agency or press  release or otherwise  publicly
disclosed a plan or  intention  to become or consider  becoming  the  beneficial
owner of  Voting  Stock  representing  ten  percent  (10%) or more of the  votes
entitled  to be cast by the  holders  of all then  outstanding  shares of Voting
Stock and has riot  expressly  abandoned such plan,  intention or  consideration
more than two years prior to the date in question; or (c) is an Affiliate of the
Corporation and at any time within the two-year period  immediately prior to the
date in question  was the  beneficial  owner of Voting  Stock  representing  ten
percent  (10%) or more of the votes  entitled  to be cast by holders of all then
outstanding shares of Voting Stock.

               8. The term "Permitted Holder" shall mean Ronald Friedman, Robert
Friedman,  or any  trust,  estate or nominee  account in which he has  effective
control  or  beneficial  interest.  The term  "person"  shall  mean  individual,
corporation, partnership, unincorporated association, trust or other entity.

               9.  The  term  "person"  shall  mean   individual,   corporation,
partnership, unincorporated association, trust or other entity.

               10. The term  "subsidiary"  means any company of which a majority
of the voting securities are owned, directly or indirectly, by the Corporation.

               11. The term "Voting Stock" shall mean Capital Stock of any class
or series entitled to vote in the election of directors generally.


                                       12

<PAGE>

               D. A majority of the  Independent  Directors shall have the power
and  duty to  determine,  on the  basis  of  information  known  to  them  after
reasonable inquiry, for the purposes of (1) Article Tenth, all questions arising
under Article Tenth  including,  without  limitation  (a) whether a person is an
Interested Person, (b) the number of shares of Capital Stock or other securities
beneficially  owned by any person;  and (c) whether a person is an  Affiliate of
another;  and (2) this Certificate of  Incorporation,  the question of whether a
person is an Interested  Person. Any such determination made in good faith shall
be binding and conclusive on all parties.

               E.  Nothing  contained  in Article  Tenth shall be  construed  to
relieve any Interested Person from any fiduciary obligation imposed by law.

               ELEVENTH:  Whenever  a  compromise  or  arrangement  is  proposed
between the  Corporation  and its creditors or any class of them and/or  between
the  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 the  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 Section 291 of Title 8 of the Delaware  Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for the  Corporation  under  the  provisions  of  Section  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 the  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  the
Corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of the  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 the Corporation,  as the case may be,
and also on the Corporation.

               TWELFTH:  The Corporation  shall, to the fullest extent permitted
by the provisions of Section 145 of the General  Corporation Law of the State of
Delaware,  as the same may be amended 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 section,  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  official  capacity and as to
action 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.

                    The  Board  of  Directors  of the  Corporation  may,  in its
discretion,  authorize  the  Corporation  to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director; officer, employee or agent of another corporation, partnership,

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<PAGE>

joint  venture,  trust or other  enterprise  against  any  liabilities  asserted
against  him or  incurred  by him in any such  capacity,  or arising  out of his
status as such, whether or not the Corporation would have the power to indemnity
him  against  such  liability  under the  foregoing  paragraph  of this  Article
Eleventh.

               THIRTEENTH:  No director of the  Corporation  shall be personally
liable to the  Corporation or any  stockholder of the  Corporation  for monetary
damages for breach of fiduciary  duty as a director,  provided that this Article
Thirteenth  shall not eliminate or limit the liability of a director (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 Title 8 of
the Delaware Code, or (iv) for any transaction  from which the director  derived
an  improper  personal  benefit.  No  amendment  to or  repeal  of this  Article
Thirteenth  shall  apply  to or have  an  effect  on the  liability  or  alleged
liability of any director of the  Corporation for or with respect to any acts or
omissions  of  such  director  occurring  prior  to the  effective  date of such
amendment or repeal.

               FOURTEENTH:  The Corporation  reserves the right to amend, alter,
change or repeal any provisions  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.

          IN WITNESS  WHEREOF,  PMCC Financial Corp. has caused this Certificate
to be signed by Michelle Waltz, this 22nd day of October, 1997.



                                                /s/ Michelle L. Waltz
                                               -----------------------------
                                               Incorporator



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