State of Delaware

                        Office of the Secretary of State
                        --------------------------------

         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF 'EAGLE EYE ENTERTAINMENT USA INC.', FILED IN THIS OFFICE ON THE
TWENTY-SECOND DAY OF OCTOBER A.D. 1997, AT 9 O'CLOCK A.M.

         A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.



                                             /s/ Edward J. Freel
                                             Edward J. Freel, Secretary of State





                          CERTIFICATE OF INCORPORATION

                                       OF

                        EAGLE EYE ENTERTAINMENT USA INC.
                          -----------------------------


         FIRST.  The name of this corporation shall be:

                        EAGLE EYE ENTERTAINMENT USA 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 Five Hundred (1,500) 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


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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-second day of October, A.D., 1997.



                                                           /s/ Kathleen Crowley
                                                               Kathleen Crowley
                                                               Incorporator


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