CERTIFICATE OF INCORPORATION
 
                                      OF
 
                         ROFIN-SINAR TECHNOLOGIES INC.
 
 
                     _____________________________________
 
 
                                   ARTICLE I
 
                                     Name
                                     ----
 
          SECTION 1.1.  Name.  The name of the corporation is Rofin-Sinar 
                        ----                  
 Technologies Inc. (the "Corporation").
 
                                  ARTICLE II
 
                    Registered Office and Registered Agent
                    --------------------------------------
 
          SECTION 2.1.  Office and Agent.  The address of the registered office
                        ----------------                                       
of the Corporation in the State of Delaware is Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.
The name of the registered agent of the Corporation at such address is The
Corporation Trust Company.
 
 
                                  ARTICLE III
 
                               Corporate Purpose
                               -----------------
 
          SECTION 3.1.  Purpose.  The purpose of the Corporation is to engage in
                        -------                                                 
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware (the "DGCL").
 
 
                                  ARTICLE IV
 
                                Capitalization
                                --------------
 
          SECTION 4.1.  Authorized Capital.  Shares.  The total number of shares
                        ------------------   ------                             
of all classes of capital stock that the Corporation shall have authority to
issue is 1,500 shares, of which (i) 1,000 shall be common stock, par value $.01
per share ("Common Stock"), and (ii) 500 shares shall be preferred stock, par
value $.01 per share ("Preferred Stock").
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                                       2
 
          SECTION 4.2.  Common Stock.  (a)  Voting Rights.  Each holder of
                        ------------        -------------                 
Common Stock shall have one vote on each matter submitted to a vote at a meeting
of stockholders for each share of Common Stock held of record by such holder as
of the record date for such meeting.
 
          (b)  Dividends and Distributions.  Subject to any rights of holders of
               ---------------------------                                      
any class or series of Preferred Stock, when, as and if dividends or
distributions are declared on outstanding shares of Common Stock, whether
payable in cash, in property or in securities of the Corporation, each holder of
outstanding shares of Common Stock shall be entitled to share ratably in such
dividends and distributions in proportion to the number of shares of Common
Stock held by such holder.
 
          (c)  Liquidation.  Subject to any rights of holders of any class or
               -----------                                                   
series of Preferred Stock, upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, each holder of outstanding
shares of Common Stock shall be entitled to share ratably in the assets of the
Corporation to be distributed among the holders of shares of Common Stock in
proportion to the number of shares of Common Stock held by such holder.
 
          (d)  No Preemptive Rights.  The holders of shares of Common Stock 
               --------------------       
shall have no preemptive or preferential rights of subscription to any shares of
any class of capital stock of the Corporation or any securities convertible into
or exchangeable for shares of any class of capital stock of the Corporation.
 
          SECTION 4.3.  Preferred Stock.  Shares of Preferred Stock of the
                        ---------------                                   
Corporation may be issued from time to time in one or more classes or series,
each of which class or series shall have such distinctive designation or title
as shall be fixed by the affirmative vote of a majority of the whole Board of
Directors of the Corporation (the "Board of Directors") prior to the issuance of
any shares thereof.  Each such class or series of Preferred Stock shall have
such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions, including the dividend rate,
redemption price and liquidation preference, and may be convertible into, or
exchangeable for, at the option of either the holder or the Corporation or upon
the happening of a specified event, shares of any other class or classes or any
other series of the same or any other class or classes of capital stock, or any
debt securities, of the Corporation at such price or prices or at such rate or
rates of exchange and with such adjustments as shall be stated and expressed in
this Certificate of Incorporation or in any amendment hereto or in such
resolution or resolutions providing for the issuance of such class or series of
Preferred Stock as may be adopted from time to time by the affirmative vote of a
majority of the whole Board of Directors prior to the issuance of any shares
thereof pursuant to the authority hereby expressly vested in it, all in
accordance with the DGCL.  The authority of the Board of Directors with respect
to each 
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                                       3
 
series shall also include, but not be limited to, the determination of
restrictions, if any, on the issue or reissue of any additional shares of
Preferred Stock.
 
 
                                   ARTICLE V
 
                           Compromise or Arrangement
                           -------------------------
 
          SECTION 5.1.  Compromise or Arrangement.  Whenever a compromise or
                        -------------------------                           
arrangement is proposed between the Corporation and its creditors or any class
of them and/or between the Corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of Delaware may, on
the application in a summary way of the Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers appointed
for the Corporation under the provisions of Section 291 of the DGCL or on the
application of trustees in dissolution or of any receiver or receivers appointed
for the Corporation under the provisions of Section 279 of the DGCL, order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of the Corporation, as the case may be, to be summoned in
such a manner as the said court directs.  If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or the members of the class of creditors, and/or on all the
stockholders or the members of the class of stockholders, of the Corporation, as
the case may be, and also on the Corporation.
 
 
                                  ARTICLE VI
 
                                Indemnification
                                ---------------
 
          SECTION 6.1.  Indemnification.  (a)  General.  The Corporation (i)
                        ---------------        -------                      
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that he is or was a
director or an officer of the Corporation, or is or was serving at the request
of the Corporation as a director or an officer of another corporation,
partnership, joint venture, trust or other enterprise, to the full extent
authorized or permitted by law, as now or hereafter in effect, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he 
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                                       4
 
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (ii) may indemnify, if
the Board of Directors determines such indemnification is appropriate, any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was an employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, to the full extent authorized or permitted by law, as
now or hereafter in effect, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person seeking indemnification did not act
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
 
          (b)  Derivative Actions.  The Corporation (i) shall indemnify any
               ------------------                                          
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or an officer of the Corporation, or is or was serving at the
request of the Corporation as a director or an officer of another corporation,
partnership, joint venture, trust or other enterprise, to the full extent
authorized or permitted by law, as now or hereafter in effect, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and (ii) may indemnify, if the Board of
Directors determines such indemnification is appropriate, any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was an employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, to the full extent authorized or permitted by law, as
now or hereafter in effect, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; provided, however, that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be 
<PAGE>
 
                                       5
 
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
 
          (c)  Successful Defense.  To the extent that (i) a director or an
               ------------------                                          
officer of the Corporation or (ii) any other employee or agent of the
Corporation who the Board of Directors has authorized the Corporation to
indemnify, has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) above, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
 
          (d)  Proceedings Initiated by any Person.  Notwithstanding anything to
               -----------------------------------                              
the contrary contained in subsections (a) or (b) above, except for proceedings
to enforce rights to indemnification, the Corporation shall not be obligated to
indemnify any person in connection with a proceeding (or part thereof) initiated
by such person unless such proceeding (or part thereof) was authorized in
advance, or unanimously consented toby the Board of Directors.
 
          (e)  Procedure.  Any indemnification under subsections (a) and (b)
               ---------                                                    
above (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in subsections (a) and (b)
above.  Such determination shall be made (i) by a majority vote of the directors
who are not parties to such action, suit or proceeding even though less than a
quorum, or (ii) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (iii) by the stockholders.
 
          (f)  Advancement of Expenses.  Expenses (including attorneys' fees)
               -----------------------                                       
incurred by a director or an officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking in form and substance satisfactory to
the Corporation by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the Corporation pursuant to this Article VI or as otherwise authorized by
law.  Such expenses (including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.
 
          (g)  Rights Not Exclusive.  The indemnification and advancement of
               --------------------                                         
expenses provided by, or granted pursuant to, the other subsections of this
Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification or 
<PAGE>
 
                                       6
 
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
 
          (h)  Insurance.  The Corporation may purchase and maintain insurance
               ---------            
on wazzu behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of the DGCL.
 
          (i)  Definition of "Corporation".  For purposes of this Article VI,
               ---------------------------                                   
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
 
          (j)  Certain Other Definitions.  For purposes of this Article VI,
               -------------------------                                   
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves service by,
such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation", as referred to in
this Article VI.
 
          (k)  Continuation of Rights.  The indemnification and advancement of
               ----------------------                                         
expenses provided by, or granted pursuant to, this Article VI shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
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                                       7
 
          (l)  Repeal or Modification.  Any repeal or modification of this
               ----------------------                                     
Article VI by the stockholders of the Corporation shall not adversely affect any
rights to indemnification and to advancement of expenses that any person may
have at the time of such repeal or modification with respect to any acts or
omissions occurring prior to such repeal or modification.
 
 
                                  ARTICLE VII
 
                            Liability of a Director
                            -----------------------
 
          SECTION 7.1.  Director Liability.  (a)  A director of the Corporation
                        ------------------                                     
shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any 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) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived any improper personal benefit.
 
          (b)  If the DGCL is amended hereafter to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
authorized by the DGCL, as so amended, without further action by either the
Board of Directors or the stockholders of the Corporation.
 
          (c)  Any repeal or modification of this Article VII shall not
adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to or at
the time of such repeal or modification.
 
 
                                 ARTICLE VIII
 
                 Management of the Affairs of the Corporation
                 --------------------------------------------
 
          SECTION 8.1.  Management of the Affairs of the Corporation.  (a)  The
                        --------------------------------------------           
business and affairs of the Corporation shall be managed by the Board of
Directors, which may exercise all the powers of the Corporation and do all such
lawful acts and things that are not conferred upon or reserved to the
stockholders by law, by this Certificate of Incorporation or by the by-laws of
the Corporation (the "By-Laws").
 
          (b)  Election of directors of the Corporation need not be by written
ballot, unless required by the By-Laws.
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                                       8
 
          (c)  The following provisions are inserted for the limitation and
regulation of the powers of the Corporation and of its directors and
stockholders:
 
          (1)  The By-Laws, or any of them, may be altered, amended or repealed,
     or new by-laws may be made, but only to the extent any such alteration,
     amendment, repeal or new by-law is not inconsistent with any provision of
     this Certificate of Incorporation as it may be amended from time to time,
     either by a majority of the whole Board of Directors or by the stockholders
     of the Corporation upon the affirmative vote of the holders of at least a
     80% of the outstanding capital stock entitled to vote thereon.
 
          (2)  The Board of Directors shall be divided into three classes,
     designated Class I, Class II and Class III.  Each class shall consist, as
     nearly as may be possible, of one-third of the total number of directors
     constituting the entire Board of Directors.  The initial division of the
     Board of Directors shall be made by the decision of a majority of the
     entire Board of Directors.  The term of the initial Class I directors shall
     terminate on the date of the 1997 annual meeting of stockholders; the term
     of the initial Class II directors shall terminate on the date of the 1998
     annual meeting of stockholders; and the term of the initial Class III
     directors shall terminate on the date of the 1999 annual meeting of
     stockholders.  At each annual meeting of stockholders, beginning with the
     1997 annual meeting of stockholders, successors to the class of directors
     whose term expires at that annual meeting shall be elected for a three-year
     term.  If the number of directors is changed, any increase or decrease
     shall be apportioned among the classes so as to maintain the number of
     directors in each class as nearly equal as possible, but in no case will a
     decrease in the number of directors shorten the term of any incumbent
     director.  A director shall hold office until the annual meeting for the
     year in which his term expires and until his successor shall be elected and
     shall qualify, subject, however, to prior death, resignation, retirement,
     disqualification or removal from office.  The term of a director elected by
     stockholders to fill a newly created directorship or other vacancy shall
     expire at the same time as the terms of the other directors of the class
     for which the new directorship is created or in which the vacancy occurred.
     Any vacancy on the Board of Directors that results from an increase in the
     number of directors and any other vacancy occurring on the Board of
     Directors, howsoever resulting, may be filled only by a majority of the
     directors then in office, even if less than a quorum, or by a sole
     remaining director.  Any director so elected by the Board of Directors to
     fill a vacancy shall hold office for a term that shall coincide with the
     term of the class to which such director shall have been elected.
 
          Notwithstanding the foregoing, whenever the holders of any one or more
     classes or series of Preferred Stock issued by the Corporation shall have
     the right, voting separately by class or series, to elect directors at an
     annual or special meeting 
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                                       9
 
     of stockholders, the election, term of office, filling of vacancies and
     other features of such directorships shall be governed by the terms of this
     Certificate of Incorporation or the resolution or resolutions adopted by
     the Board of Directors pursuant to Section 4.3 hereof applicable thereto,
     and such directors so elected shall not be divided into classes pursuant to
     this Section 8.1(c) unless expressly provided by such terms.
 
          (3)  Only persons who are nominated in accordance with the following
     procedures shall be eligible for election as directors of the Corporation,
     except as may be otherwise provided in this Certificate of Incorporation
     with respect to the right of holders of Preferred Stock of the Corporation
     to nominate and elect a specified number of directors in certain
     circumstances.
 
               (A)  Nomination of persons for election to the Board of Directors
          may be made at any annual meeting of stockholders, or at any special
          meeting of stockholders called for the purpose of electing directors,
          (i) by or at the direction of the Board of Directors (or any duly
          authorized committee thereof) or (ii) by any stockholder of the
          Corporation (x) who is a stockholder of record on the date of the
          giving of the notice provided for in this Section 8.1(c)(3) and on the
          record date for the determination of stockholders entitled to vote at
          such meeting and (y) who complies with the notice procedures set forth
          in this Section 8.1(c)(3). In addition to any other applicable
          requirements, for a nomination to be made by a stockholder pursuant to
          clause (ii) of this Section 8.1(c)(3)(A), such stockholder must have
          given timely notice thereof in proper written form to the Secretary of
          the Corporation.
 
               (B)  To be timely, a stockholder's notice to the Secretary
          pursuant to clause (ii) of Section 8.1(c)(3)(A) must be delivered to
          or mailed and received at the principal executive offices of the
          Corporation (i) in the case of an annual meeting, not less than 60
          days nor more than 90 days prior to the anniversary date of the
          immediately preceding annual meeting of stockholders; provided,
          however, that in the event that the annual meeting is called for a
          date that is not within 30 days before or after such anniversary date,
          notice by the stockholder in order to be timely must be so received
          not later than the close of business on the tenth day following the
          day on which such notice of the date of the annual meeting is mailed
          or such public disclosure of the date of the annual meeting is made,
          whichever first occurs, or (ii) in the case of a special meeting of
          stockholders called for the purpose of electing directors, not later
          than the close of business on the tenth day following the day on which
          notice of the date of the special meeting is 
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                                      10
 
          mailed or public disclosure of the date of the special meeting is
          made, whichever first occurs.
 
               (C)  To be in proper written form, a stockholder's notice to the
          Secretary pursuant to clause (ii) of Section 8.1(c)(3)(A) must set
          forth (a) as to each person whom the stockholder proposes to nominate
          for election as a director, (i) the name, age, business address and
          residence address of the person, (ii) the principal occupation or
          employment of the person, (iii) the class or series and number of
          shares of capital stock of the Corporation which are owned
          beneficially or of record by the person and (iv) any other information
          relating to the person that would be required to be disclosed in a
          proxy statement or other filings required to be made in connection
          with solicitations of proxies for election of directors pursuant to
          Section 14 of the Exchange Act, and the rules and regulations
          promulgated thereunder; and (b) as to the stockholder giving the
          notice, (i) the name and record address of such stockholder, (ii) the
          class or series and number of shares of capital stock of the
          Corporation which are owned beneficially or of record by such
          stockholder, together with evidence reasonably satisfactory to the
          Secretary of such beneficial ownership, (iii) a description of all
          arrangements or understandings between such stockholder and each
          proposed nominee and any other person or persons (including their
          names) pursuant to which the nomination(s) are to be made by such
          stockholder, (iv) a representation that such stockholder intends to
          appear in person or by proxy at the meeting to nominate the persons
          named in its notice and (v) any other information relating to such
          stockholder that would be required to be disclosed in a proxy
          statement or other filings required to be made in connection with
          solicitations of proxies for election of directors pursuant to Section
          14 of the Exchange Act and the rules and regulations promulgated
          thereunder. Such notice must be accompanied by a written consent of
          each proposed nominee to being named as a nominee and to serve as a
          director if elected.
 
               (D)  No person shall be eligible for election as a director of
          the Corporation unless nominated in accordance with the procedures set
          forth in this Section 8.1(c)(3). If the chairman of the meeting
          determines that a nomination was not made in accordance with the
          foregoing procedures, the chairman of the meeting shall declare to the
          meeting that the nomination was defective and such defective
          nomination shall be disregarded.
 
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                                      11
 
          (4)  Subject to the rights, if any, of the holders of shares of
     Preferred Stock then outstanding, any or all of the directors of the
     Corporation may be removed from office at any time only for cause by the
     affirmative vote of the holders of at least 80% of the outstanding shares
     of the Corporation then entitled to vote generally in the election of
     directors, considered for purposes of this paragraph as one class.
 
          (5)  Any action may be taken by written consent in lieu of a meeting
     of shareholders only with the consent of the holders of 100% of the
     outstanding shares of the Corporation.
 
          (6)  Special meetings of the stockholders of the Corporation for any
     purpose or purposes may be called at any time by a majority of the members
     of the Board of Directors or the Chairman of the Board of the Corporation.
     Special meetings of the stockholders of the Corporation may not be called
     by any other person or persons.
 
 
                                  ARTICLE IX
 
                                  Amendments
                                  ----------
 
          SECTION 9.1.  Amendments.  Notwithstanding anything contained in this
                        ----------                                             
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the outstanding shares of capital stock of the
Corporation entitled to vote thereon shall be required to amend, repeal, or
adopt any provision inconsistent with, Section 4.3 of Article IV, Section 8.1(c)
of Article VIII or this Article IX of this Certificate of Incorporation.
 
 
                                   ARTICLE X
 
                               Private Property
                               ----------------
 
          SECTION 10.1.  Private Property.  The private property of the
                         ----------------                              
stockholders of the Corporation shall not be subject to the payment of corporate
debts to any extent whatsoever.
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                                      12
 
                                  ARTICLE XI
 
                                 Incorporator
                                 ------------
 
          The name and mailing address of the sole incorporator is as follows:
 
              Name                        Mailing Address
              ----                        ---------------
 
              Christopher C. Paci         Shearman & Sterling
                                          599 Lexington Avenue
                                          New York,  NY  10022
 
          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this Certificate of Incorporation, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this 19th day of
July, 1996.
 
                                       /s/ Christopher C. Paci
                                       ____________________________________  
                                       Christopher C. Paci