FORM OF CERTIFICATE OF INCORPORATION, AS AMENDED


FIRST: The name of the Corporation is Third Wave Media Ltd.

SECOND:  Its registered office is to be located at 1220 N. Market Street,  Suite
606, in the City of Wilmington,  County of New Castle,  Delaware. The registered
agent is American Incorporators Ltd. whose address is the same as above.

THIRD:  The nature of business and purpose of the  organization  is to engage in
any lawful act or activity for which  corporations  may be  organized  under the
Delaware General Corporation Laws.

FOURTH:  The total  number of shares of stock which the  corporation  shall have
authority to issue is one hundred million (100,000,000).  All such shares are to
be with a par value of $0.00001 and are to be of one class.

FIFTH: The name and address of the incorporator are as follows:

                                 Laura E. Bryda
                                 Suite 606
                                 1220 N. Market St.
                                 Wilmington, DE 19801

SIXTH: The powers of the undersigned  incorporator will terminate upon filing of
the certificate of incorporation.  The name and mailing address of the person(s)
who will  serve as  initial  director(s)  until  the  first  annual  meeting  of
stockholders or until a successor(s) is elected and qualified are:

                                  Stuart Katz
                                  100 Cedarhurst Avenue, Suite 201
                                  Cedarhurst, NY 11516

SEVENTH:  Each  person who  serves or who has served as a director  shall not be
personally  liable to the corporation or its  stockholders  for monetary damages
for breach of fiduciary duty as a director,  provided that this provision  shall
not  eliminate  or limit the  liability  of a  director:  (i) for any  breach 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) for  unlawful  payment of  dividend or  unlawful  stock  purchase or
redemption  as such  liability  is  imposed  under  Section  174 of the  General
Corporation  Laws of  Delaware;  or (iv)  for any  transaction  from  which  the
director derived an improper personal benefit,

I, THE UNDERSIGNED,  for the purpose of forming a corporation  under the laws of
the State of Delaware, do make, file and record this certificate. and do certify
that the facts stated herein are true, and I have accordingly set my hand.


                                                --------------------------------
                                                Laura E. Bryda
                                                INCORPORATOR