CERTIFICATE OF INCORPORAION
OF
PRS SUB IV INC.
To: The Secretary of State
State of New Jersey
The undersigned, of the age of eighteen years or over, for the purpose
of forming a corporation pursuant to the provisions of Title 14A, Corporations,
General, of the New Jersey Statutes, does hereby execute the following
Certificate Incorporation.
(1) The name of the corporation is
PRS SUB IV INC.
(2) The purpose or purposes for which the corporation is organized
are: To do any lawful act or thing for which corporations may be organized
pursuant to the provisions of Title 14A, Corporations, General, of the New
Jersey Statutes.
(3) The aggregate number of shares which the corporation shall have
the authority to issue is 10 Million shares each of which shall have $.001 par
value.
(4) The address of the corporation's initial registered office is 150
West State Street, Trenton, New Jersey 08608.
<PAGE>
The name of the corporation's initial registered agent at such address
is The Prentice-Hall Corporation System, New Jersey, Inc.
(5) The number of directors constituting the initial board of
directors shall be one and the name and address is as follows:
NAME ADDRESS
John Frohling Gateway 1
Suite 100
Newark, New Jersey 07102
(6) The name and address of the Incorporator is as follows:
NAME ADDRESS
Merridith E. Cramer 830 Bear Tavern Road
West Trenton, New Jersey 08628
IN WITNESS WHEREOF, the undersigned of the above named corporation, has
hereunto signed this Certificate of incorporation this twenty-second day of
October, 1991.
/s/ MERRIDITH E. CRAMER
-------------------------------
Merridith E. Cramer
Incorporator
