RESTATED CERTIFICATE OF INCORPORATION
JEAN PHILIPPE FRAGRANCES, INC.
Pursuant to the General Corporation Law of the State of Delaware
Jean Philippe Fragrances, Inc. (the "Corporation") hereby certifies that:
A. The name of the Corporation is Jean Philippe Fragrances, Inc., and its original Certificate of Incorporation
was filed with the Secretary of State of the State of Delaware on May 6, 1985.
B. The Certificate of Incorporation of the Corporation is hereby amended by striking out Articles Second, Third,
Fourth and Sixth thereof and by substituting in lieu of said Articles new Articles Second, Third, Fourth and Sixth
and by adding the following new Articles Seventh and Eighth, which are set forth in the Restated Certificate of
Incorporation hereinafter provided for.
C. The amendments and the restatement of the Certificate of Incorporation set forth herein were duly adopted in
accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of
Delaware by a resolution of the Board of Directors setting forth the amendments and the restatement and
declaring their advisability, and by written consents, given pursuant to Section 228 of the General Corporation
Law of the State of Delaware, by the holders of all outstanding stock entitled to vote.
D. The Certificate of Incorporation of the Corporation as now in full force and effect is hereby amended and
restated to read in full as follows:
FIRST: The name of the Corporation is Jean Philippe Fragrances, Inc.
SECOND: The registered office of the Corporation and place of business in the State of Delaware is to be
located at 229 South State Street, in the City of Dover, County of Kent. The name of its registered agent at that
address is The Prentice-Hall Corporation System, Inc.
THIRD: 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 as presently in effect or as