Certificate of Incorporation

                                       of

                        Ant Theatrical Productions, Inc.

               Under Section 402 of the Business Corporation Law



                  The undersigned, being a natural person of at least 18 years
of age and acting as the incorporator of the corporation hereby being formed
under the Business Corporation Law, (the "Corporation"), certifies that:

                  FIRST: The name of the Corporation is: Ant Theatrical
Productions, Inc.

                  SECOND: The Corporation is formed for the following purposes:

                           (1) To engage in any lawful act or activity for
which corporations may be organized under Article 4 of the Business Corporation
Law of the State of New York (the "BCL"), but not to engage in any act or
activities requiring the consent or approval of any State official, department,
board, agency or other body without such consent or approval first being
obtained.

                           (2) To have, in furtherance of the corporate
purposes, all of the powers conferred upon corporations organized under the
BCL, subject to any limitations thereof contained in this Certificate of
Incorporation or in the laws of the State of New York.

                  THIRD: The office of the Corporation is to be located in the
County of New York and State of New York.

                  FOURTH: The Corporation shall have authority to issue two
hundred (200) shares of common stock without par value, all of which shall be
of the same class.

                  FIFTH: The Secretary of State is designated as the agent of
the Corporation upon whom process against the Corporation may be served. A copy
of any process against the Corporation served upon the Secretary of State shall
be mailed by him to the Corporation, c/o Frankfurt, Garbus, Klein & Selz, P.C.,
488 Madison Avenue, New York, New York 10022, Attn:
Seth D. Gelblum, Esq.

                  SIXTH: The Corporation shall, to the fullest extent permitted
by Article 7 of the BCL, as the same may be amended and supplemented from time
to time, indemnify any and all persons whom it shall have power to indemnify
thereunder from and against any and all


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of the expenses, liabilities, or other matters referred to therein or covered
thereby. The indemnification provided for herein shall not be deemed exclusive
of any other rights to which any person may be entitled under any by-law,
resolution of shareholders, resolution of directors, agreement or otherwise, as
permitted by Article 7 of the BCL, as to action in any capacity in which such
person served at the request of the Corporation.

                  SEVENTH: The personal liability of the directors of the
Corporation is eliminated to the fullest extent permitted by the provisions of
paragraph (b) of Section 402 of the BCL, as the same may be amended and
supplemented from time to time.

                  IN WITNESS WHEREOF, I hereby sign this certificate this 30th
day of October, 1996, and affirm that the statements made herein are true under
the penalties of perjury.




                                  /s/ Seth D. Gelblum
                                  ---------------------------------------------
                                  Seth D. Gelblum, Sole Incorporator
                                  FRANKFURT, GARBUS, KLEIN & SELZ, P.C.
                                  488 Madison Avenue
                                  New York, New York 10022
                                  (212) 980-0120


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