CERTIFICATE OF INCORPORATION
                                       OF
                             LRS GROUP INCORPORATED

     The undersigned, being of legal age, in order to form a corporation under
and pursuant to the laws of the State of Delaware, does hereby set forth, as
follows:

FIRST: The name of the corporation (herein referred to as the "Corporation") is:
LRS Group Incorporated

SECOND: The address of the registered office of the Corporation in the State of
Delaware is c/o National Corporate Research, Ltd., 9 East Loockerman Street,
County of Kent, Dover, Delaware 19901. The name of the Corporation's registered
agent at such address is National Corporate Research, Ltd.

THIRD: The purposes of the Corporation are to engage in, promote, conduct, and
carry on any lawful acts or activities for which corporations may be organized
under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of capital stock of all classes which the
Corporation shall have authority to issue is 5,500,000 shares, of which 500,000
shares shall be Preferred Stock, par value $.001 per share, and 5,000,000 shares
shall be Common Stock, par value $.001 per share.

A. Preferred Stock

     (1) Shares of Preferred Stock may be issued in one or more series at such
time or times and for such consideration as the Board of Directors may
determine. All shares of any one series shall be of equal rank and identical in
all respects.

     (2) Authority is hereby expressly granted to the Board of Directors to fix
from time to time, by resolution or resolutions providing for the establishment
and/or issuance of any series of Preferred Stock, the designation of the series
and the powers, preferences, and rights of the shares of the series, and the
qualifications, limitations, or restrictions thereof, including the following:

          (a) The distinctive designation and number of shares comprising the
series, which number may, except where otherwise provided by the Board of
Directors in creating the series, be increased or decreased from time to time by
action of the Board of Directors, but not below the number of shares then
outstanding;

          (b) The rate of dividends, if any, on the shares of that series,
whether dividends shall be noncumulative, cumulative to the extent earned, or
cumulative, and if cumulative, from which date or dates, whether dividends shall
be payable in cash, property, or rights, or in shares of the Corporation's
capital stock, and the relative rights of priority, if any, of payment of
dividends on shares of that series over shares of any other series;



          (c) Whether the shares of that series shall be redeemable and, if so,
the terms and conditions of the redemption, including the date or dates upon or
after which they shall be redeemable, the event or events upon or after which
they shall be redeemable or at whose option they shall be redeemable, and the
amount per share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates, or the property or
rights, including securities of any other corporation, payable in case of
redemption;

          (d) Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series and, if so, the terms and amounts payable
into the sinking fund;

          (e) The rights to which the holders of the shares of that series shall
be entitled in the event of voluntary or involuntary liquidation, dissolution,
or winding-up of the Corporation, and the relative rights of priority, if any,
of payment of shares of that series in any such event;

          (f) Whether the shares of that series shall be convertible into or
exchangeable for shares of stock of any other class or any other series and, if
so, the terms and conditions of the conversion or exchange, including the rate
or rates of conversion or exchange, the date or dates upon or after which they
shall be convertible or exchangeable, the duration for which they shall be
convertible or exchangeable, the event or events upon or after which they shall
be convertible or exchangeable or at whose option they shall be convertible or
exchangeable, and the method, if any, of adjusting the rates of conversion or
exchange in the event of a stock split, stock dividend, combination of shares,
or similar event;

          (g) Whether the issuance of any additional shares of the series, or of
any shares of any other series, shall be subject to restrictions as to issuance,
or as to the powers, preferences, or rights of any such other series; and

          (h) Any other preferences, privileges, and powers and relative,
participating, optional, or other special rights and qualifications,
limitations, or restrictions of the series, as the Board of Directors may deem
advisable and as shall not be inconsistent with the provisions of this
Certificate of Incorporation and to the full extent now or hereafter permitted
by the laws of the State of Delaware.

B. Common Stock

     (1) After the requirements with respect to preferential dividends, if any,
on any series of Preferred Stock, fixed pursuant to paragraph A(2)(b) of this
Article Fourth shall have been met, then, and not otherwise, the holders of
Common Stock shall receive, to the extent permitted by law and to the extent the
Board of Directors shall determine, such dividends as may be declared from time
to time by the Board of Directors.

     (2) After distribution in full of the preferential amount, if any, fixed
pursuant to paragraph A(2)(e) of this Article Fourth, to be distributed to the
holders of any series of Preferred Stock in the event of the voluntary or
involuntary liquidation, dissolution, or winding-up of the Corporation, the
holders of the Common Stock shall be entitled to receive such of the remaining
assets of the Corporation of whatever kind available for distribution to the
extent the Board of Directors shall determine.

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     (3) Except as may be otherwise required by law or by this Certificate of
Incorporation, each holder of Common Stock shall have one vote in respect of
each share of such stock held by him on all matters voted upon by the
stockholders.

C. Preemptive Rights

No holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive right to subscribe for,
purchase, or receive any shares of stock of the Corporation of any class, now or
hereafter authorized, or any options or warrants for such shares, or any rights
to subscribe to or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time or from time to time be
issued, sold, or offered for sale by the Corporation.

FIFTH: The name and mailing address of the sole incorporator are: Andrew D.
Hudders, Graubard Mollen & Miller, 600 Third Avenue, 32nd Floor, New York, New
York 10016.

SIXTH: The Corporation is to have perpetual existence.

SEVENTH: The private property or assets of the stockholders of the Corporation
shall not to any extent whatsoever be subject to the payment of the debts of the
Corporation.

EIGHTH: Elections of directors need not be by written ballot unless otherwise
provided in the By-laws of the Corporation.

NINTH: The number of directors of the Corporation shall be such number as from
time to time shall be fixed by, or in the manner provided in, the By-laws of the
Corporation. None of the directors need be a stockholder or a resident of the
State of Delaware.

TENTH: The books of the Corporation may be kept outside 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, subject to any provision
contained in the statutes.

ELEVENTH: Any action required by law or by the Certificate of Incorporation or
Bylaws of the Corporation to be taken at a meeting of the stockholders of the
Corporation or any other action which may be taken at a meeting of the
stockholders, may be taken without a meeting if a written consent setting forth
the action so taken, shall be signed by all the stockholders entitled to vote on
the action to be taken.

TWELFTH: Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by the board of directors, the chairman of
the board of directors or the president of the Corporation. Special meetings of
the stockholders of the Corporation may not be called by any other person or
persons.

THIRTEENTH: At an annual meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been
brought before the annual meeting (a) by, or at the direction of, a majority of
the directors, or (b) by any shareholder of the Corporation who complies with
the notice procedures set forth in this Article Thirteenth. For a proposal to be
properly brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the Secretary of the Corporation.


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To be timely, a shareholder's notice must be delivered to, or mailed and
received at, the principal executive offices of the Corporation not less than 70
days prior to the scheduled annual meeting, regardless of any postponements,
deferrals or adjournments of that meeting to a later date; provided, however,
that if less than 70 days' notice or prior public disclosure of the date of the
scheduled annual meeting is given or made, notice by the shareholder to be
timely, must be so delivered or received not later than the close of business on
the tenth day following the earlier of the day on which such notice of the date
of the scheduled annual meeting was mailed or the day on which such public
disclosure was made. A shareholder's notice to the Secretary shall set forth as
to each matter the shareholder proposes to bring before the annual meeting (a) a
brief description of the proposal desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the Corporation's books, or the
shareholder proposing such business and any other stockholders known by such
shareholder to be supporting such proposal, (c) the class and number of shares
of the Corporation's stock which are beneficially owned by the shareholder on
the date of such shareholder notice and by any other stockholders known by such
shareholder to be supporting such proposal on the date of such shareholder
notice, and (d) any financial interest of the shareholder in such proposal and
by any other stockholders known by such shareholder to be supporting such
proposal.

         The presiding officer of the annual meeting shall determine and declare
at the annual meeting whether the shareholder proposal was made in accordance
with the terms of this Article Thirteenth. If the presiding officer determines
that a shareholder proposal was not made in accordance with the terms of this
Article Thirteenth, he or she shall so declare at the annual meeting and any
such proposal shall not be acted upon at the annual meeting.

         This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the board of directors, but, in connection with such reports, no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.

FOURTEENTH: Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations of persons
for election to the board of directors of the Corporation may be made at a
meeting of stockholders by or at the direction of the board of directors, by a
nominating committee or person appointed by the board of directors or by any
shareholder of the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Article
Fourteenth. Such nominations, other than those made by or at the direction of
the board of directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Corporation not less than 70 days prior to the scheduled annual meeting,
regardless of any postponements, deferrals or adjournments of that meeting to a
later date; provided however, that if less than 70 days' notice or prior public
disclosure of the date of the scheduled annual meeting is given or made, notice
by the shareholder, to be timely, must be so delivered or received not later
than the close of business on the tenth day following the earlier of the day on
which such notice of the date of the scheduled annual meeting was mailed or the
day on which such public disclosure was made. A shareholder's notice to the
Secretary shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or reelection as a director, (i) the name, age, business
address and residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class and number of shares of capital stock
of the Corporation which are beneficially owned by the person, and (iv) any
other information relating to the person that is required to be disclosed in


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solicitations for proxies for election of directors pursuant to any rules or
regulations under the Securities Exchange Act of 1934, as amended; and (b) as to
the shareholder giving the notice (i) the name and address, as they appear on
the Corporation's books, of the shareholder, and (ii) the class and number of
shares of the Corporation's stock which are beneficially owned by the
shareholder on the date of such shareholder notice. The Corporation may require
any proposed nominee to furnish such other information as may reasonably be
required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation.

                  The presiding officer of the annual meting shall determine and
declare at the annual meeting whether the nomination was made in accordance with
the terms of this Article Fourteenth. If the presiding officer determines that a
nomination was not made in accordance with the terms of this Article Fourteenth,
he or she shall so declare at the annual meeting and any such defective
nomination shall be disregarded.

FIFTEENTH: Subject to, and to the fullest extent permitted by, Section 102(b)(7)
of the Delaware General Corporation Law, as amended from time to time, no
director shall be liable to the Corporation or to any of its stockholders for
monetary damages for breach of fiduciary duty as a director, except with respect
to (1) a breach of the director's duty of loyalty to the Corporation; (2) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) liability under Section 174 of the Delaware
General Corporation Law; or (4) a transaction from which the director derived an
improper personal benefit. The Corporation shall indemnify any and all of its
directors or officers or former directors, or officers or any person who may
have served at its request as a director or officer of another corporation in
which it owns shares of capital stock or of which it is a creditor, against
expenses actually and necessarily incurred by them in connection with the
defense of any action, suit or proceeding, civil or criminal, in which they, or
any of them, are made parties, or a party, by reason of being or having been
directors or officers or a director or officer of the Corporation, or of such
other corporation, except in relation to matters as to which any such director
or officer or former director or officer or person shall be adjudged in such
action, suit or proceeding, civil or criminal, to be liable for any breach of
the director's duty of loyalty to the Corporation or its stockholders, for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, under Section 174 of the General Corporation Law of
Delaware or for any transaction from which such officer or director derived an
improper benefit. Such indemnification shall not be deemed exclusive of any
other rights to which those hereby indemnified may be entitled, under any
By-law, agreement, vote of stockholders or otherwise.

SIXTEENTH: Notwithstanding anything contained in the Certificate of
Incorporation to the contrary, the affirmative vote of at least 66-2/3% of the
outstanding shares of Common Stock of the Corporation shall be required to amend
or repeal Articles Eleven, Twelve, Thirteen, Fourteen and Sixteen of this
Certificate of Incorporation or to adopt any provision inconsistent therewith.

                  The undersigned, being the sole incorporator hereinabove
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, does make this Certificate of
Incorporation, hereby declaring, affirming, acknowledging, and certifying,

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under penalties of perjury, that this is the act and deed of the undersigned and
that the facts stated herein are true, and accordingly has hereunto set his hand
this 7th day of October, 1998.

                                /s/ Andrew D. Hudders
                                -----------------------------------
                                Andrew D. Hudders, Incorporator



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