<DOCUMENT>
<TYPE>EX-3.1.1
<SEQUENCE>3
<FILENAME>v176251_ex3-11.txt
<TEXT>


                                                                   Exhibit 3.1.1
                      RESTATED CERTIFICATE OF INCORPORATION

                                      -of-

                         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.


<PAGE>


         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 it may hereafter be
amended.

         FOURTH: The Corporation shall have the authority to issue the following
classes of shares in the following amounts with the respective powers,
preferences, rights, qualifications, limitations and restrictions set forth
below:

                  The Corporation shall have the authority to issue twenty
         million (20,000,000) shares of Common Stock, $.001 par value per share,
         each of which shall be equal in all respects to every other share of
         Common Stock.

         FIFTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the following provisions are inserted in this
Restated Certificate of Incorporation for the regulation and conduct of the
business and affairs of the Corporation:

         1. The election of directors of the Corporation need not be by written
ballot unless the By-Laws so require.

         2. The business and affairs of the Corporation shall be managed by, or
under the direction of, a Board of Directors consisting of not less than three
(3) nor more than fifteen (15) persons. The exact number of directors within the
minimum and maximum limitations specified herein shall be fixed from time to
time by resolution of a majority of the whole Board of Directors.

         3. The directors of the Corporation, by the affirmative vote of a
majority of the whole Board, at any regular or special meeting, shall have the
power to adopt, amend or repeal By-Laws of the Corporation, provided, however,
that such power of the Board shall not divest the stockholders of the
Corporation of their power to adopt, amend or repeal By-Laws of the Corporation.

         4. In addition to the powers and authorities conferred upon the Board
of Directors of the Corporation by this Restated Certificate of Incorporation,
the Board of Directors of the Corporation may exercise all such powers and take
all such actions as may be exercised or taken by the Corporation, subject,
however, to the provisions of the laws of the State of Delaware, this Restated
Certificate of Incorporation and the By-Laws of the Corporation.



<PAGE>


         5. Any vote or votes authorizing liquidation of the Corporation or
proceedings for its dissolution may provide, subject to the rights of creditors
and preferred Stockholders, if any, for the distribution pro rata among the
Stockholders of the Corporation of the assets of the Corporation, wholly or in
part, in cash or in kind, whether such assets be in cash or other property, and
any such vote or votes may authorize the Board of Directors of the Corporation
to determine the valuation of the different assets of the Corporation for the
purpose of such liquidation and may divide or authorize the Board of Directors
to divide such assets or any part thereof among the Stockholders of the
Corporation, in such manner that every Stockholder will receive a proportionate
amount in value (determined as aforesaid) of cash and/or property of the
Corporation upon such liquidation or dissolution even though each Stockholder
may not receive a strictly proportionate part of each such asset.

         6. A director may not be removed from office without cause, except by
the holders of a majority of the outstanding shares of the class that elected
such director.

         SIXTH: No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except in respect of which such director shall be liable under Section 174 of
Title 8 of the Delaware Code (relating to the Delaware General Corporation Law)
or any amendment thereto or successor provision thereto or shall be liable by
reason that, in addition to any and all other requirements for such liability,
he (i) shall have breached his duty of loyalty to the Corporation or its
stockholders, (ii) shall not have acted in good faith or, in failing to act,
shall not have acted in good faith, (iii) shall have acted in a manner involving
misconduct or a knowing violation of law or, in failing to act, shall have acted
in a manner involving intentional misconduct or a knowing violation of law or
(iv) shall have derived an improper benefit. Neither the amendment nor repeal of
this Article Sixth, nor any existing or subsequently adopted provisions of the
Certificate of Incorporation inconsistent with this Article Sixth, shall
eliminate or reduce the effect of this Article Sixth in respect of any matter
occurring, or any cause of action, suit or claim that, but for this Article
Sixth would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision. Any and all future amendments to the General Corporation
Law of the State of Delaware, or any successor statute thereto, which broadens
the scope of limited liability for directors, shall automatically be deemed to
become incorporated into an amendment to this Restated Certificate of
Incorporation without any action on

<PAGE>

the part of the stockholders, but shall be effective as if duly authorized by
the stockholders of the Corporation.

         SEVENTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified 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, and shall 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.

         EIGHTH: If any Article of this Certificate of Incorporation or any
portion thereof is found to be void or unenforceable by a court of competent
jurisdiction, the remaining Articles or portions of said Article, as the case
may be, shall nevertheless remain in full force and effect as though the
unenforceable part had been severed and deleted.

         IN WITNESS WHEREOF, Jean Philippe Fragrances, Inc. has caused this
Restated Certificate of Incorporation to be executed by Jean Madar, its
President, and attested by its Assistant Secretary, this 3rd day of September,
1987.


                                JEAN PHILIPPE FRAGRANCES, INC.

                                By:/s/ Jean Madar
                                ----------------------------
                                Jean Madar, President

Attest:

/s/ Felice Kadanoff
---------------------------------
Felice Kadanoff, Assist Secretary

</TEXT>
</DOCUMENT>
