CERTIFICATE OF INCORPORATION

OF

EMILY ANNIE INC.





FILED BY:                    JOEL SCHONFELD, ESQ.
                    26 Court Street, Suite 810
                    Brooklyn, New York  11242



CERTIFICATE OF INCORPORATION
EMILY ANNIE INC.

Under Section 402 of the Business Corporation Law.

     The undersigned, for the purpose of forming a 

corporation pursuant to Section 402 of the Business Corporation

Law of the State of New York, does hereby certify and set forth:

     FIRST:  The name of the corporation is Emily Annie Inc.

     SECOND:  The purpose for which the corporation is formed are:
     To engage in any lawful act or activity for which corporations may be 
organized under the business corporation law, provided that the corporation is 
not formed to engage in any act 
or activity which requires the act or approval of any state official, 
department, board, agency or other body without such approval or consent first 
being obtained.

     To hold securities, invest for a private family.

     To acquire by purchase, subscription, underwriting or otherwise, and to 
own, hold for investment, or otherwise, and to use, sell, assign, transfer, 
mortgage, pledge, exchange or otherwise dispose of real and personal property 
of every sort and description and wheresoever situated, including shares of 
stock, bonds, debentures, notes, script, securities, evidences of 
indebtedness, contracts or obligations of any corporation or association, 
whether domestic or foreign, or of any firm or individual or of the United 
States or any state, territory, or dependency of the United States or any 
foreign country, or any municipality or local authority within or without the 
United States, and also to issue in exchange therefor, stocks, bonds or other 
securities or evidences of indebtedness of this corporation and, while the 
owner or holder of any such property, to receive, collect and dispose of the 
interest, dividends and income on or from such property and to possess and 
exercise in respect thereto all of the rights, powers and privileges of 
ownership, including all voting powers thereon.

     To construct, build, purchase, lease or otherwise acquire, equip, hold, 
own, improve, develop, manage, maintain, control, operate, lease, mortgage, 
create liens upon, sell, convey or otherwise dispose of any turn to account, 
any and all plants, machinery, works, implements and things or property, real 
and personal, of every kind and description, incidental to,
connected with, or suitable, necessary or convenient for any of the purposes 
enumerated herein, including all or any part or 
parts of the properties, assets, business and food will of any persons, firms, 
associations or corporations.

     The powers, rights and privileges provided in this certificate are not to 
be deemed to be in limitation of similar, other or additional powers, rights 
and privileges granted or permitted to a corporation by the Business 
Corporation Law, it being intended that this corporation shall have all the 
rights, powers and privileges granted or permitted to a corporation by such 
statute.

     THIRD:  The office of the corporation is to be located in
New York County, New York.

     FOURTH:  The aggregate number of shares of which the 
corporation shall have the authority to issue is 25,000,000 
(.001), all of which shall be without par value.

     FIFTH:  The Secretary of State is designed as the 
agent of the corporation upon whom process against it may be served.  The post 
office address to which the Secretary of State 
shall mail a copy of any process against the corporation served 
on him is:

               JOEL SCHONFELD, ESQ.
               26 Court Street, Suite 810
               Brooklyn, New York  11242

     SIXTH:  The personal liability of directors to the corporation or its 
shareholders for damages for any breach of duty in such capacity is hereby 
eliminated except that such
personal liability shall not be eliminated if a judgement or other
final adjudication adverse to such director establishes that his
acts or omissions were in bad faith or involved intentional
misconduct or a knowing violation of law or that he personally gained in fact 
a financial profit or other advantage to which he was not legally entitled or 
that his acts violated Section 719 of
the Business Corporation Law.

     IN WITNESS WHEREOF, this certificate has been 
subscribed to this 25TH day of January, 1996, by the undersigned, Eric 
Popkoff, Emily Putterman and Russell Mackintosh, who affirms that the 
statements made herein are true under penalties of perjury.


                                                                      ERIC 
POPKOFF
1750 East 23rd Street Brooklyn, NY 11229


                    EMILY PUTTERMAN
                    209 Columbus Ave
                    New York, NY 10023


                   RUSSELL MACKINTOSH
                    264 West 25th Street
                    New York, NY 10017