CERTIFICATE OF INCORPORATION

                                       OF

                             CDR INTERNATIONAL, INC.

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     FIRST. The name of this corporation shall be:

                             CDR INTERNATIONAL, INC.

     SECOND. Its registered office in the State of Delaware is to be located at
1013 Centre Road, in the City of Wilmington, County of New Castle and its
registered agent at such address is CORPORATION SERVICE COMPANY.

     THIRD. The purpose or purposes of the corporation shall be:

     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 stock which this corporation is
authorized to issue is:

     One Thousand (1,000) shares without par value.

     FIFTH. The name and address of the incorporator is as follows:

                    Kathleen Crowley
                    Corporation Service Company
                    1013 Centre Road
                    Wilmington, DE 19805

     SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.



     SEVENTH. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for 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) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article Seventh
shall apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.

     IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore
named, has executed, signed and acknowledged this certificate of incorporation
this twenty-third day of December, A.D., 1996.


                                                       /s/ Kathleen Crowley
                                                       -------------------------
                                                       Kathleen Crowley
                                                       Incorporator