CERTIFICATE OF INCORPORATION
                                       OF
                         EQUILINK LICENSING CORPORATION
                            (a Delaware corporation)

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                Under Section 102 of the General Corporation Law
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     FIRST: The name of the corporation is Equilink Licensing Corporation (the
"Corporation").

     SECOND: The registered office of the Corporation is located at 32
Loockerman Square, Suite L-100, in the City of Dover, in the County of Kent, in
the State of Delaware. The name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.

     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 Delaware.

     FOURTH: The total number of shares of capital stock which the Corporation
is authorized to issue is three thousand (3,000), par value $1.00 per share.
All of such shares are of one class and are shares of common stock.

     FIFTH: The board of directors of the Corporation is expressly
authorized to fix by resolution or resolutions the designations and the powers,
preferences, and rights, and the qualifications, limitations, or restrictions
permitted by Section 151 of the Delaware General Corporation Law in respect of
any class or classes of stock or any series of any class of stock of the







Corporation which may be desired but which shall not be fixed by this
certificate of incorporation. Such grant of authority includes the power to
specify the number of shares in any series.

     SIXTH: The name and address of the single incorporator is Ken Wagner,
Summit Solomon & Feldesman, 445 Park Avenue, New York, New York 10022-2641.

     SEVENTH: The bylaws of the Corporation may be made, altered, amended,
changed, added to, or repealed by the board of directors of the Corporation
without the assent or vote of the stockholders. Elections of directors need not
be by ballot unless the bylaws so provide.

     EIGHTH: The personal liability of a director to the Corporation or its

stockholders for monetary damages for breach of fiduciary duty as a director is
hereby eliminated, provided that this Article 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 the General Corporation Law of the State of Delaware,
or (iv) for any transaction from which the director derived an improper persona1
benefit.

     NINTH: The Corporation shall, to the fullest extent permitted by 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 idemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, 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 director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.

     TENTH: The Corporation reserves the right to amend, alter, change, or
repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors, and officers are subject to this reserved
power.

     I, THE UNDERSIGNED, to form a corporation for the purposes hereinabove
stated, under and pursuant to the provisions of the General Corporation Law of
the State of Delaware, do hereby certify that the facts stated herein are true
and hereunto set my hand and seal this 9th day of December, 1991.


                                        /s/ Ken Wagner
                                        -------------------------
                                        Ken Wagner, Incorporator