CHARTER OF
                            CHEER ACQUISITION CORP.

                    Under Section 48-12-102 of the Tennessee
                            Business Corporation Act

     1. Name. The name of the corporation is Cheer Acquisition Corp..

     2. Profit. The corporation is for profit.

     3. Shares. The aggregate number of shares which the corporation shall have
authority to issue is 1,000 shares of stock, all of the same class.

     4. Registered Office. The street address of the corporation's initial
registered office is 1000 Volunteer Building, 832 Georgia Avenue, Chattanooga,
Tennessee 37402, located in Hamilton County, Tennessee. The name of its initial
registered agent at such address is Hugh F. Sharber.

     5. Principal Office. The corporation's principal office is 900 Third
Avenue, New York, New York 10022.

     6. Incorporator. The incorporator is Hugh F. Sharber, 1000 Volunteer
Building, 832 Georgia Avenue, Chattanooga, Tennessee 37402.

     7. Director's Liability. A director of the corporation shall not be
personally liable to the corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its shareholders;
{ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; or (iii) for a violation of Section
48-18-304 of the Tennessee Code Annotated. If the Tennessee Business Corporation
Act is hereafter amended to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of the corporation,
in addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended Tennessee Business
Corporation Act.

     8. Indemnification. The corporation shall have the power to indemnify its
directors to the fullest extent permitted by law.






     Dated this 11th day of April, 1997.

                                   /s/ Hugh F. Sharber
                                   ----------------------------------
                                   Hugh F. Sharber, Incorporator