Exhibit 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                              ARK MANAGEMENT CORP.


IT IS HEREBY CERTIFIED THAT:

         1. The name of the proposed corporation is ARK MANAGEMENT CORP.

         2. The purposes for which this corporation is formed, are as follows,
to wit:

         To purchase, own, and hold the stock of other corporations, and to do
every act and thing covered generally by the denomination "holding corporation,"
and especially to direct the operations of other corporations through the
ownership of stock therein;

         To manufacture, produce, treat, purchase, and otherwise acquire, cook,
bake, and otherwise prepare, package, and to exchange, distribute, sell and
otherwise dispose of, handle, market, store, import, export, deal and trade in
food and food products of every kind, and confections, extracts, syrups, coffee,
tea, cocoa, wines, liquors, ale, beer, sodas and other drinks and beverages of
every kind and description, ice cubes, crushed and block ice, cigars,
cigarettes, tobacco and smoking supplies;

         To conduct the business of restauranteurs, caterers, inn keepers,
tobacconists, bakers, butchers, cooks, concessionaires, and purveyors,
suppliers, preparers, servers, and dispensers of food and drink; and to engage
in all activities, render all services, and to buy, sell, use, handle, and deal
in all fixtures, machinery, apparatus, equipment, accessories, tools, materials,
products and merchandise incidental or related thereto, or of use therein;

         To erect, construct, establish, purchase, lease and otherwise acquire,
and to hold, use, equip, outfit, franchise the opertion [sic] of, supply,
service, maintain, operate, sell and otherwise dispose of restaurants, inns,
taverns, cafeterias, grills, automats, buffets, diners, delicatessens, lunch
rooms, coffee shops, luncheonettes, ice cream parlors, milk bars, candy stores,
soda fountains, bakeries, kitchens, bars, cocktail lounges, banquet halls,
catering establishments, concessions and other eating and drinking places and
establishments of every kind and description;

         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, scrip, 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 and 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 good
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.

         3. The office of the corporation is to be located in the City of New
York, County of New York, State of New York.

         4. The aggregate number of shares which the corporation shall have the
authority to issue is two hundred (200) shares common stock, no par value.

         5. The Secretary of State is designated as 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 upon him is c/o Ernest Bogen, 200 Central Park South, New York, New York
10019.

         The undersigned incorporator is of the age of twenty-one years or over.

         IN WITNESS WHEREOF, this certificate has been subscribed this 16th day
of December, 1982 by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.


                                        /s/ Loren H. Plotkin
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