CERTIFICATE OF INCORPORATION

                                       OF

                           PRECISE INTERNATIONAL, INC.

                             a Delaware corporation

                  FIRST.  The name of the corporation is Precise International,
Inc. (hereinafter the "Corporation").

                  SECOND. The address of the Corporation's registered office in
the State of Delaware is Corporation Trust Center, 1209 Orange Street, 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 nature of the business of or purpose to be
conducted or promoted by 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 (the "General Corporation Law").

                  FOURTH. The total number of shares of capital stock which the
Corporation shall have authority to issue is 100 shares of common stock, par
value $.01 per share.

                  FIFTH.  The Board of Directors is  authorized to make,  alter
or repeal the By-Laws of the Corporation. Election of directors need not be by
written ballot unless the By-Laws so provide.

                  SIXTH.  The name and mailing address of the sole incorporator
is:

                  Name                                 Mailing Address

         Stacie Corrado                                200 Park Avenue
                                                       New York, NY 10166-4193

                  SEVENTH. No director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided, however, that this provision shall not
eliminate or limit the liability of a director: (i) for any breach of the
director's duty of loyalty to the Corporation and its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law; (iii) under Section 174 of the General Corporation
Law; or (iv) for any transaction from which the director derived an improper
personal benefit.

                  EIGHTH. The Corporation shall, to the extent required, and
may, to the extent permitted by the General Corporation Law, indemnify and
reimburse all persons whom it may indemnify and reimburse pursuant thereto.







                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate this 20th day of March, 2000.



                                              /s/ Stacie Corrado
                                              ---------------------------
                                              Stacie Corrado
                                              Sole Incorporator