EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION

                                       OF

                      HOSPITALITY WORLDWIDE SERVICES, INC.

                Under Section 402 of the Business Corporation Law



         1. The name of the corporation is HOSPITALITY WORLDWIDE SERVICES,  INC.
(hereinafter referred to as the "Corporation").

         2. The purpose or purposes for which the  Corporation  is formed are as
follows; to wit,

To engage in any lawful act or  activity  for which  corporations  may be formed
under the Business  Corporation  Law. 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.

To own, operate,  manage, acquire and deal in property, real and personal, which
may be necessary to the conduct of the business.

The  Corporation  shall have all of the powers  enumerated in Section 202 of the
Business  Corporation Law,  subject to any limitations  provided in the Business
Corporation Law or any other statute in the State of New York.

         3. The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (b) of
Section 402 of the  Business  Corporation  Law of the State of New York,  as the
same may be amended and supplemented. Any repeal or modification of this Article
by the  shareholders of the Corporation  shall not adversely affect any right or
protection of a director of the Corporation  existing  hereunder with respect to
any act or omission occurring prior to such repeal or modification.

         4. The county in which the office of the  corporation is to
be located in the State of New York is: Nassau

         5. The aggregate  number of shares of stock that the Corporation  shall
have authority to issue is (i) twenty million

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(20,000,000) shares of Common Stock, $0.01 par value per share ("Common Stock"),
and (ii) three million  (3,000,000)  shares of Preferred Stock,  $0.01 par value
per share  ("Preferred  Stock").  The Board of Directors is hereby authorized to
fix or alter the rights, preferences,  privileges and restrictions granted to or
imposed  upon  any  series  of  Preferred   Stock,  and  the  number  of  shares
constituting any such series and the designation thereof, or of any of them.

                  I.  DESIGNATIONS  AND AMOUNT.  200,000 shares of the Preferred
Stock of the  Corporation,  stated value of $25 (the "Stated  Value") per share,
shall   constitute  a  class  of  Preferred  Stock   designated  as  "Redeemable
Convertible Preferred Stock" (the "Preferred Stock").

                  II. RANK. The Preferred Stock shall rank senior to all classes
and  series of common  stock of the  Corporation  now or  hereafter  authorized,
issued or outstanding,  including,  without  limitation,  the Common Stock,  par
value $.01 per share ("Common Stock") of the Corporation,  and any other classes
and series of capital  stock of the  Corporation  now or  hereafter  authorized,
issued  or  outstanding  and  specifically  designated  as being  junior  to the
Preferred Stock (collectively, the "Junior Securities").  Unless authorized by a
vote of the holders of a majority of the Preferred  Stock then  outstanding,  no
other capital stock of the Corporation shall rank senior to the Preferred Stock.

                  III. DIVIDENDS.
                           (a) The holders of shares of Preferred Stock shall
be entitled to receive,  out of assets of the Corporation  legally available for
payment, cash dividends at the rate of six percent (6%) (or $1.50) per annum per
share of Preferred Stock (the  "Preferred  Dividend"),  payable  annually and in
arrears on the ninetieth day following the end of the fiscal year of The Leonard
Parker Company, a Florida corporation ("LPC") in each year, commencing March 31,
1998 (each a "dividend payment date");  PROVIDED,  HOWEVER,  that if on any such
day  banks in the City of New  York are  authorized  or  required  to  close,  a
Preferred Dividend otherwise payable on such day will be payable on the next day
that banks in the City of New York are not authorized or required to close. Such
Preferred Dividend shall accrue from the date of issuance and be cumulative from
the later of the date of initial  issuance of such shares of Preferred  Stock or
the most recent  dividend  payment date on which dividends have been paid on the
Preferred Stock by the Corporation.  The party that holds the Preferred Stock on
an  applicable  record date,  as shall be fixed by the Board,  for any Preferred
Dividend will be entitled to receive such Preferred Dividend,  without regard to
whether the Preferred Stock is outstanding  subsequent to the applicable  record
date but prior to the applicable  dividend  payment date. If the  Corporation is
legally capable of paying the Preferred

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Dividend and elects to accrue such amount,  such  accrued  dividends  shall bear
interest at the rate of 13 1/2% per annum until paid.

                           (b) So  long  as any  Preferred  Stock  shall
remain  outstanding,  the  holders of the  Preferred  Stock shall be entitled to
receive,  and  Parker  Reorder  Corporation,   a  Florida  corporation  ("Parker
Reorder"),  shall pay, out of the  cumulative net profits (the  "Cumulative  Net
Profits") of Parker Reorder, a cash payment (the "Participating Dividend") equal
to twenty  percent (20%) of (i) the  Cumulative  Net Profits of Parker  Reorder,
less (ii) all  Participating  Dividends  previously  made to the  holders of the
Preferred Stock hereunder, such Participating Dividend to be payable annually to
the holders of the  Preferred  Stock ninety (90) days  following the end of each
fiscal year of Parker Reorder. Such Participating Dividend shall be paid in only
such amounts as shall be authenticated by a certificate executed by two officers
of the  Corporation.  "Cumulative  Net Profits" shall mean net profits of Parker
Reorder  computed in accordance with generally  accepted  accounting  principles
based on the audited financial statements of Parker Reorder, assuming that taxes
and other  charges are assessed as if it were a standalone  company,  cumulative
from  January 1, 1997.  For  purposes of  calculating  Cumulative  Net  Profits,
expenses  allocated  to Parker  Reorder  for goods or  services  provided by any
affiliate of the Company shall not exceed the sum Parker Reorder would have paid
for such goods or services to an unaffiliated third party. In the event that the
Preferred  Stock ceases to be outstanding at a time prior to the end of a fiscal
year  of  Parker  Reorder,   Cumulative  Net  Profits  and,  consequently,   the
Participating  Dividend,  shall be computed  as of the end of the most  recently
completed  fiscal quarter of Parker Reorder and shall be paid within ninety (90)
days after the Preferred Stock ceases to be outstanding.
                           (c) So long as any Preferred Stock shall remain
outstanding,  neither the  Corporation  nor any subsidiary  thereof shall pay or
declare any dividend or make any  distribution  upon, nor shall any distribution
be made in respect  of, any Junior  Securities,  unless all  accrued  and unpaid
Preferred Dividends on the Preferred Stock for all prior and applicable dividend
periods have been or  contemporaneously  are declared and paid and the Preferred
Dividends on the Preferred Stock for the current and applicable dividend period,
if  accrued,  have  been or  contemporaneously  are  declared  and set apart for
payment.

                  IV. RIGHTS ON LIQUIDATION, DISSOLUTION OR WINDING UP,
ETC.
                           (a) In the event of any voluntary or involuntary
liquidation,  dissolution  or winding up of the  Corporation,  the assets of the
Corporation  available for  distribution to the stockholders of the Corporation,
whether from capital, surplus or earnings, shall be distributed in the following
order of priority:

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                                    (i) The holders of shares of Preferred Stock
shall  be  entitled  to  receive,  in  cash,  prior  and  in  preference  to any
distribution  to the  holders of any Junior  Securities  an amount  equal to the
Stated Value for each share of the  Preferred  Stock then  outstanding,  plus an
amount equal to all accrued and unpaid Preferred Dividends and interest thereon,
if any, on such shares of Preferred Stock as of the date such payment is made to
the holders of shares of Preferred Stock; and

                                    (ii) If there is a distribution pursuant to
Section IV(a)(i) hereof,  the remaining assets of the Corporation  available for
distribution,   if  any,  to  the  stockholders  of  the  Corporation  shall  be
distributed pro rata to the holders of issued and  outstanding  shares of Common
Stock.

                           (b) If upon any  liquidation,  dissolution or winding
up of the Corporation,  the assets  distributable among the holders of shares of
Preferred Stock are insufficient to permit the payment in full to the holders of
all such shares of all  preferential  amounts payable to all such holders,  then
the entire assets of the  Corporation  thus  distributable  shall be distributed
ratably among the holders of the shares of Preferred  Stock in proportion to the
respective  amounts  that  would  be  payable  per  share  if such  assets  were
sufficient to permit payment in full.

                           (c) For purposes of this  Section IV, a  distribution
of assets in any  liquidation,  dissolution  or winding up shall not include (i)
any  consolidation  or  merger  of  the  Corporation  with  or  into  any  other
corporation, (ii) any liquidation,  dissolution, winding up or reorganization of
the Corporation  immediately  followed by reincorporation of another corporation
or  (iii)  a sale  or  other  disposition  of all  or  substantially  all of the
Corporation's assets to another corporation;  PROVIDED,  HOWEVER,  that, in each
case,  effective  provision is made in the certificate of  incorporation  of the
resulting  and  surviving  corporation  or otherwise  for the  protection of the
rights of the  holders of shares of  Preferred  Stock and that the  holders of a
majority of the Preferred Stock then outstanding,  voting as a class, shall have
given their approval.

                           (d)  After  the  payment  of  the  full  preferential
amounts  provided for herein to the holders of shares of Preferred  Stock,  such
holders  shall  be  entitled  to  no  other  or  further  participation  in  the
distribution of the assets of the Corporation.

                  V. REDEMPTION OF PREFERRED STOCK.

                           (a) OPTIONAL REDEMPTION. At any time and from time to
time  after  the  third  anniversary  of  the  closing  of the  purchase  by the
Corporation of all of the common stock of LPC

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(the "Closing"),  the Corporation shall have the option, on a pro rata basis, to
(unless otherwise prevented by law) redeem all, or any portion of, the Preferred
Stock in accordance  with Section V(c) and upon 30 days prior written  notice of
the Corporation's  intention to exercise the redemption option to the holders of
shares of Preferred  Stock, at a redemption  price equal to the Stated Value for
each such share of the Preferred Stock then outstanding, plus an amount equal to
all accrued and unpaid Preferred Dividends and interest thereon, if any, on such
shares of Preferred Stock as of the date such redemption is exercised.

                           (b) MANDATORY REDEMPTION. At any time after the
fifth  anniversary  of the Closing,  at the request of the holders of all of the
Preferred Stock,  the Corporation must redeem,  within 90 days after such notice
is received,  all of the Preferred  Stock in accordance  with Section V(d), at a
redemption  price equal to the Stated Value for each such share of the Preferred
Stock then outstanding, plus an amount equal to all accrued and unpaid Preferred
Dividends and interest thereon,  if any, on such shares of Preferred Stock as of
the date such redemption is exercised. If the Corporation does not redeem all of
the  Preferred  Stock as provided in this  Section V(b) within 90 days of notice
duly served upon the Corporation in accordance with Section V(d) by holders of a
majority in interest of the Preferred  Stock,  then the holders of the Preferred
Stock,  voting  together  as a class,  shall be entitled to elect such number of
directors of the Corporation as shall equal the minimum number required to equal
a majority of such Board of  Directors.  In order to effect such  election,  the
Corporation  will,  to the extent  necessary,  expand its Board of  Directors to
allow for such additional  members and will take all such additional  actions as
may be  reasonably  necessary.  Upon  payment  of the  redemption  price  of the
Preferred Stock, the class vote as described herein shall expire and the holders
of the  Preferred  Stock shall  cause the  directors  so elected to resign.  The
obligation of the  Corporation  to redeem the Preferred  Stock  pursuant to this
Section V(b) shall be secured by a pledge of all of the capital stock of LPC, as
evidenced by that certain Pledge Agreement, dated January 9, 1997.

                           (c)  OPTIONAL  REDEMPTION  PROCEDURE.  Notice  of any
Preferred Stock redemption date pursuant to Section V(a) hereof shall be sent by
the Corporation by first-class certified mail, return receipt requested, postage
prepaid,  to the  holders  of  record  of  shares  of  Preferred  Stock at their
respective addresses as the same shall appear on the books of the Corporation at
its principal  corporate  office.  At any time on or after any  Preferred  Stock
redemption  date,  the  holders  of record of  shares of  Preferred  Stock to be
redeemed on such Preferred Stock redemption date in accordance with this Section
V shall be  entitled  to receive  the  applicable  redemption  price upon actual
delivery to the

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Corporation  or its  agents of the  certificates  representing  the shares to be
redeemed or delivery  of an  affidavit,  in form  reasonably  acceptable  to the
Corporation, that such certificates have been lost or destroyed.

                           (d)   MANDATORY   REDEMPTION   PROCEDURE.    If   the
Corporation  receives  an  election  from the  holders  of the  Preferred  Stock
pursuant to Section V(b) hereof,  notice of the Preferred Stock  redemption date
(which shall be on or before the date 90 days after  notice to the  Corporation)
shall be sent by the Corporation by first-class  certified mail,  return receipt
requested,  postage  prepaid,  to the  holders of record of shares of  Preferred
Stock at their respective addresses as the same shall appear on the books of the
Corporation.  At any time on or after any Preferred Stock  redemption  date, the
holders of record of shares of Preferred  Stock to be redeemed on such Preferred
Stock  redemption  date in  accordance  with this Section V shall be entitled to
receive the applicable  redemption price upon actual delivery to the Corporation
or its agents of the certificates representing the shares to be redeemed.

                  VI.  VOTING  RIGHTS.

                           (a) Except as hereinafter  set forth,  the holders of
Preferred  Stock  shall be  entitled  to vote  together  with the holders of the
Common Stock on all matters  submitted to the holders of the Common Stock.  Each
share of Preferred Stock shall be entitled to 4.17 votes.

                           (b) The  holders  of record of the  Preferred  Stock,
voting  as a  class,  shall  be  entitled  to  elect  two (2)  directors  of the
Corporation's  Board of Directors at any time that any of the Preferred Stock is
outstanding.

                           (c) The  holders  of the  Preferred  Stock  shall  be
entitled  to vote as a class  with  respect  to any  action  of the  Corporation
adversely affecting the Preferred Stock, its rights and preferences.

                  VII. CONVERSION OF PREFERRED STOCK.

                           (a) Any holder of the Preferred  Stock shall have
the right at such holders'  option,  at any one time during the period beginning
immediately  after the first  anniversary of the Closing and ending on the third
anniversary of the Closing,  to convert all of such holder's shares of Preferred
Stock into (i) such whole  number of shares of Common Stock equal to the product
of the Stated Value and the number of such holder's  shares of Preferred  Stock,
divided by the average  closing  sale price  (determined  as provided in Section
VII(e)) for the Common  Stock for the 20 trading days  immediately  prior to the
date written notice of the holder's  intention to exercise the conversion option
is given (the "Conversion

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Rate"); PROVIDED,  HOWEVER, that in no case shall the number of shares of Common
Stock into which each share of  Preferred  Stock may be  converted  be less than
five or greater than 25 or (ii) such whole number of shares of common stock, par
value $1.00 per share,  of Parker  Reorder (the "Parker  Common Stock") equal to
9.80% of the outstanding shares of Parker Common Stock as calculated immediately
after such conversion.

                           (b) Before any  holder of shares of  Preferred  Stock
shall be entitled to convert the same into shares of Common  Stock,  such holder
shall give (a) 10 days written  notice in the case of exercising  the conversion
rights set forth in Section  VII(a)(i)  (which  notice  shall not be given later
than 10 days prior to the end of the third anniversary of the Closing) or (b) 30
days written notice in the case of exercising the conversion rights set forth in
Section  VII(a)(ii) to the Corporation at its principal  corporate office of the
election to convert the same and shall state  therein the name or names in which
the  certificates  for  shares  of  Common  Stock  are to be  issued.  After the
expiration of the applicable  notice  period,  the holder of shares of Preferred
Stock shall surrender the certificates therefor, duly endorsed, at the office of
the  Corporation  or  of  any  transfer  agent  for  the  Preferred  Stock.  The
Corporation shall, as soon as practicable thereafter,  issue and deliver at such
office to such holder of Preferred  Stock, or to the nominee or nominees of such
holder,  certificates  for the number of shares of Common Stock or Parker Common
Stock to which such  holders  shall be entitled as  aforesaid.  Such  conversion
shall be deemed to have been made immediately  prior to the close of business on
the date of such surrender of the shares of Preferred Stock to be converted, and
the person or persons  entitled to receive the shares of Common  Stock or Parker
Common Stock issuable upon such conversion  shall be treated for all purposes as
the record  holder or holders of such  shares of Common  Stock or Parker  Common
Stock as of such date.

                           (c) The  Corporation  shall not be  required to issue
fractions of shares of Common Stock upon  conversion of the Preferred  Stock. If
any  fractions  of a share would,  but for this  Section,  be issuable  upon any
conversion of Preferred  Stock,  in lieu of such fractional  share,  the Company
shall pay to the holder,  in cash,  an amount equal to the same  fraction of the
price  per  share  of  Common  Stock  as   determined   in  Section   VII(a)(i).
Notwithstanding  the foregoing,  Parker Reorder may issue fractions of shares of
Parker Common Stock upon conversion of the Preferred Stock.

                           (d) The  Corporation and Parker Reorder shall reserve
and shall at all times have reserved out of each of their respective  authorized
but unissued shares of Common Stock sufficient  shares of Common Stock to permit
the conversion

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of the then  outstanding  shares of the Preferred Stock pursuant to this Section
VII.  All shares of Common  Stock or shares of Parker  Common Stock which may be
issued upon conversion of shares of the Preferred Stock pursuant to this Section
VII shall be validly issued, fully paid and nonassessable.

                           (e) The closing  price for each day shall be the last
reported  sale price or, in case no such reported sale takes place on such date,
the average of the reported closing bid prices for ten consecutive  trading days
ending  the last  trading  day  before  the day in  question,  on the  principal
national  securities exchange on which the Common Stock is listed or admitted to
trading  or, if not listed or  admitted  to trading on any  national  securities
exchange,  the closing sale price of Common  Stock,  or in case no reported sale
takes  place,  the average of the daily  closing bid and asked  prices,  for ten
consecutive trading days ending the last trading day before the day in question,
on the Nasdaq  SmallCap Market  ("NASDAQ"),  or if Common Stock is not quoted on
NASDAQ, the OTC Electronic  Bulletin Board or any comparable system, the closing
sale price or, in case no reported sale takes place,  the average of the closing
bid  and  asked  prices,  as  furnished  by any  two  members  of  the  National
Association  of  Securities  Dealers,  Inc.  selected  from  time to time by the
Corporation for that purpose.  If Common Stock is not quoted on NASDAQ,  the OTC
Electronic Bulletin Board or any comparable system, the Board of Directors shall
in good faith determine the current market price on such reasonable  basis as it
reasonably considers appropriate.

                           (f) If any of the  following  shall  occur:  (i)  any
reclassification,  stock split or change of  outstanding  shares of Common Stock
issuable upon  conversion  of shares of Preferred  Stock (other than a change in
par value, or from par value to no par value, or from no par value to par value,
or as a result of a subdivision or  combination),  or (ii) any  consolidation or
merger  to which the  Corporation  is a party  other  than a merger in which the
Corporation  is the  continuing  corporation  and which  does not  result in any
reclassification  or stock split of, or change  (other than a change in name, or
par value, or from par value to no par value, or from no par value to par value,
or as a result of a subdivision or combination) in, outstanding shares of Common
Stock, then in addition to all of the rights granted to the holders of Preferred
Stock as designated  herein,  the  Corporation,  or such successor or purchasing
corporation,  as the  case  may be,  shall,  as a  condition  precedent  to such
reclassification,  stock split, change,  consolidation or merger, provide in its
certificate  of  incorporation  or other  charter  document  that each  share of
Preferred Stock shall have rights which shall be as nearly  equivalent as may be
practicable  to the rights  provided for in this Section VII. If, in the case of
any such

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reclassification,  stock split, change, consolidation merger, the stock or other
securities and property  (including  cash)  receivable  thereupon by a holder of
Common Stock includes  shares of capital stock or other  securities and property
of a corporation other than the successor  purchasing  corporation,  as the case
may be, in such reclassification,  stock split, change, consolidation or merger,
then the certificate of  incorporation  or other charter  document of such other
corporation shall contain such additional provisions to protect the interests of
the holders of shares of the  Preferred  Stock as the Board of  Directors  shall
reasonably consider necessary by reason of the foregoing.  The provision of this
Section  VII(f) shall  similarly  apply to successive  consolidations,  mergers,
sales or conveyances.

                           (g) The  Corporation  will not, by  amendment  of its
Certificate  of  Incorporation,  as  amended,  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action, avoid the observance or performance of
any of the terms to be observed or performed  hereunder by the Corporation,  but
will at all times in good faith assist in the carrying out of all the provisions
of this  Section VII and in the taking of all such action as may be necessary or
appropriate  in order to protect  the  conversion  rights of the  holders of the
Preferred Stock against impairment.

                  VIII.  NOTICES OF RECORD  DATE.  In the event of any taking by
the  Corporation  of a record of the holders of any class of securities  for the
purpose of  determining  the  holders  thereof  who are  entitled to receive any
dividend  or  other  distribution,  any  right to  subscribe  for,  purchase  or
otherwise  acquire any shares of stock of any class or any other  securities  or
property,  or to receive any other  right,  the  Corporation  shall mail to each
holder of Preferred Stock, at least twenty (20) days prior to the date specified
therein,  a notice  specifying  the date on which any such record is to be taken
for the  purpose of such  dividend,  distribution  or right,  and the amount and
character of such dividend, distribution or right.

                  IX.  RESTRICTION OF  TRANSFERABILITY.  The shares of Preferred
Stock may not be sold,  assigned or  transferred  except in accordance  with the
provisions of Sections V and VII.

                  X. OTHER. The Corporation and its affiliates may not
purchase  shares of Preferred  Stock  except  ratably from all
holders thereof.

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PREFERENCE STOCK:

                  Section 1.  Designation,  Amount and Par Value.  The series of
Preference Stock shall be designated as "Series A Preference Stock" (the "Series
A Preference  Stock"),  and the number of shares so designated shall be 100,000.
The par value of each share of  Preference  Stock shall be $.01.  Such number of
shares may be increased or decreased by  resolution  of the Board of  Directors;
provided,  that no  decrease  shall  reduce  the  number  of  shares of Series A
Preference  Stock to a number  less than the number of shares  then  outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preference Stock.

                  Section 2.  Dividends and Distributions.

                           (A)      Subject to the rights of the holders of any
shares of any series of Preference  Stock (or any similar  stock)  ranking prior
and superior to the Series A Preference  Stock with  respect to  dividends,  the
holders of shares of Series A Preference  Stock, in preference to the holders of
Common Stock, par value $.01 per share (the "Common Stock"), of the Corporation,
and of any other junior  stock,  shall be entitled to receive,  when,  as and if
declared  by the  Board of  Directors  out of funds  legally  available  for the
purpose,  quarterly  dividends payable in cash on the first day of March,  June,
September and December in each year (each such date being  referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment  Date  after the first  issuance  of a share or  fraction  of a share of
Series A Preference  Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment
hereinafter  set forth,  100 times the  aggregate  per share  amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all
non-cash  dividends  or other  distributions,  other than a dividend  payable in
shares of Common  Stock or a  subdivision  of the  outstanding  shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately  preceding  Quarterly  Dividend Payment Date or, with respect to the
first Quarterly  Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preference  Stock.  In the event the Corporation
shall at any time  declare or pay any  dividend on the Common  Stock  payable in
shares of Common Stock, or effect a subdivision or combination or  consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by  payment of a dividend  in shares of Common  Stock)  into a greater or lesser
number of shares of  Common  Stock,  then in each such case the  amount to which
holders of shares of Series A Preference Stock were entitled  immediately  prior
to such event under clause (b) of the  preceding  sentence  shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of

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shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

                           (B) The  Corporation  shall  declare  a  dividend  or
distribution  on the Series A Preference  Stock as provided in paragraph  (A) of
this Section  immediately  after it declares a dividend or  distribution  on the
Common Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or  distribution  shall have been declared on the
Common Stock during the period between any Quarterly  Dividend  Payment Date and
the next  subsequent  Quarterly  Dividend  Payment Date, a dividend of $1.00 per
share on the Series A  Preference  Stock shall  nevertheless  be payable on such
subsequent Quarterly Dividend Payment Date.

                           (C) Dividends shall begin to accrue and be cumulative
on outstanding  shares of Series A Preference Stock from the Quarterly  Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such  shares  is  prior to the  record  date  for the  first  Quarterly
Dividend  Payment  Date,  in which case  dividends on such shares shall begin to
accrue from the date of issue of such  shares,  or unless the date of issue is a
Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the
determination  of holders of shares of Series A  Preference  Stock  entitled  to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such  dividends  shall begin to accrue and be  cumulative
from such Quarterly  Dividend  Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends paid on the shares of Series A Preference Stock in
an amount less than the total  amount of such  dividends at the time accrued and
payable on such shares  shall be allocated  pro rata on a share-by-  share basis
among all such shares at the time outstanding.  The Board of Directors may fix a
record date for the  determination  of holders of shares of Series A  Preference
Stock  entitled  to  receive  payment  of a dividend  or  distribution  declared
thereon,  which  record  date  shall be not more than 60 days  prior to the date
fixed for the payment thereof.

                           Section 3.  Voting  Rights.  The holders of shares of
Series A Preference Stock shall have the following voting rights:


                           (A)   Subject  to  the   provision   for   adjustment
hereinafter set forth, each share of Series A Preference Stock shall entitle the
holder  thereof  to  100  votes  on  all  matters  submitted  to a  vote  of the
stockholders of the Corporation.  In the event the Corporation shall at any time
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding shares of Common Stock (by reclassification or

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<PAGE>
otherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a
greater or lesser number of shares of Common  Stock,  then in each such case the
number  of votes  per share to which  holders  of shares of Series A  Preference
Stock  were  entitled  immediately  prior to such  event  shall be  adjusted  by
multiplying  such number by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

                           (B) Except as otherwise provided herein, in any other
Certificate of Designations creating a series of Preference Stock or any similar
stock,  or by law,  the holders of shares of Series A  Preference  Stock and the
holders of shares of Common Stock and any other capital stock of the Corporation
having  general  voting  rights shall vote  together as one class on all matters
submitted to a vote of stockholders of the Corporation.

                           (C)  Except  as  set  forth  in  the  Certificate  of
Incorporation  or herein,  or as otherwise  provided by law, holders of Series A
Preference Stock shall have no special voting rights and their consent shall not
be  required  (except to the extent they are  entitled  to vote with  holders of
Common Stock as set forth herein) for taking any corporate action.

                  Section  4.  Reacquired   Shares.   Any  shares  of  Series  A
Preference  Stock  purchased or  otherwise  acquired by the  Corporation  in any
manner whatsoever shall be retired and cancelled  promptly after the acquisition
thereof.  All such shares shall upon their  cancellation  become  authorized but
unissued shares of Preference  Stock and may be reissued as part of a new series
of Preference  Stock subject to the conditions and  restrictions on issuance set
forth herein, in the Certificate of  Incorporation,  or in any other Certificate
of Designations creating a series of Preference Stock or any similar stock or as
otherwise required by law.

                  Section 5.  Liquidation,  Dissolution  or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the  holders  of shares of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series A
Preference  Stock  unless,  prior  thereto,  the  holders  of shares of Series A
Preference  Stock shall have  received  $100 per share,  plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such  payment,  provided  that the  holders of shares of Series A
Preference  Stock shall be entitled  to receive an  aggregate  amount per share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the aggregate  amount to be distributed  per share to holders of shares of
Common Stock, or

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<PAGE>
(2) to the  holders  of  shares  of  stock  ranking  on a parity  (either  as to
dividends  or upon  liquidation,  dissolution  or winding  up) with the Series A
Preference Stock,  except  distributions made ratably on the Series A Preference
Stock and all such parity stock in  proportion to the total amounts to which the
holders of all such shares are entitled upon such  liquidation,  dissolution  or
winding up. In the event the  Corporation  shall at any time  declare or pay any
dividend  on the Common  Stock  payable in shares of Common  Stock,  or effect a
subdivision or combination or consolidation of the outstanding  shares of Common
Stock (by  reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the  aggregate  amount to which  holders of shares of Series A
Preference Stock were entitled immediately prior to such event under the proviso
in clause (1) of the preceding  sentence shall be adjusted by  multiplying  such
amount by a fraction  the  numerator  of which is the number of shares of Common
Stock  outstanding  immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding  immediately prior to
such event.

                  Section 6. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation,  merger, combination or other transaction in
which the shares of Common Stock are  exchanged  for or changed into other stock
or securities,  cash and/or any other property, then in any such case each share
of Series A Preference  Stock shall at the same time be  similarly  exchanged or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 100  times  the  aggregate  amount  of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange or change of shares of Series A  Preference  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

                  Section 7. No  Redemption.  The shares of Series A  Preference
Stock shall not be redeemable.


                                      -13-
<PAGE>
                  Section 8. Rank.  The Series A  Preference  Stock  shall be of
equal rank in respect of the preference as to dividends and to payments upon the
liquidation, dissolution or winding up, whether voluntary or involuntary, of the
Corporation, with all shares of Preference Stock of all series.

                  Section 9. Amendment.  The Certificate of Incorporation of the
Corporation  shall not be amended in any manner which would  materially alter or
change the  powers,  preferences  or special  rights of the Series A  Preference
Stock so as to affect them adversely without the affirmative vote of the holders
of at least two-thirds of the outstanding  shares of Series A Preference  Stock,
voting together as a single class.



         6. 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:

                           The Corporation
                           218 Rockaway Turnpike, Suite 707
                           Cedarhurst, New York 11516


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