CERTIFICATE OF INCORPORATION
                                       OF
                             PANAMA INDUSTRIES, LTD.


      FIRST: The name of the corporation is: PANAMA INDUSTRIES, LTD.

      SECOND: Its registered office in the State of Delaware is located at 25
Greystone Manor, Lewes, Delaware 19958-9776, County of Sussex. The registered
agent in charge thereof is Harvard Business Services, Inc.

      THIRD: The purpose of the corporation is to engage in any lawful activity
for which corporations may be organized under the General Corporation Law of
Delaware.

      FOURTH: The total number of shares of stock which the corporation is
authorized to issue is 5,000,000 shares having a par value of $0.0001 per share.

      FIFTH: The business and affairs of the corporation shall be managed by or
under the direction of the board of directors, and the directors need not be
elected by ballot unless required by the bylaws of the corporation.

      SIXTH: This corporation shall be perpetual unless otherwise decided by a
majority of the Board of Directors.

      SEVENTH: In furtherance and not in limitation of the powers conferred by
the laws of Delaware, the board of directors is authorized to amend or repeal
the bylaws.

      EIGHTH: The corporation reserves the right to amend or repeal any
provision in this Certificate of Incorporation in the manner prescribed by the
laws of Delaware.

      NINTH: The incorporator is Mr. Chris De Prima, whose mailing address is
19480 SW 100 Loop, Dunnellon, FL 34432. The powers of the incorporator are to
file this certificate of incorporation, approve the by-laws of the corporation
and elect the initial directors.

      TENTH: To the fullest extent permitted by the Delaware General Corporation
Law a director of this corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.

      I, Chris De Prima, for the purpose of forming a corporation under the laws
of the State of Delaware do make and file this certificate, and do certify that
the facts herein stated are true; and have accordingly signed below, this 25th
day of February, 1998.

Signed and Attested to by:          /s/ Chris De Prima
                                    -------------------------------
                                    Chris De Prima, Incorporator
                                    PANAMA INDUSTRIES, LTD.

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/02/1998
981079009 - 2865419