CERTIFICATE OF INCORPORATION

CERTIFICATE OF INCORPORATION

OF

SCA LICENSE CORPORATION

ARTICLE I

NAME OF CORPORATION

The name of this corporation is:

SCA LICENSE CORPORATION

ARTICLE II

REGISTERED OFFICE

The address of the registered office of the corporation
in the State of Delaware is 9 East Loockerman Street, in the City of Dover
19901, County of Kent, and the name of its registered agent at that address
is National Registered Agents, Inc.

ARTICLE III

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 Delaware.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

The corporation shall be authorized to issue one class of
stock to be designated Common Stock; the total number of shares which the
corporation shall have authority to issue is one thousand (1,000), and each
such share shall have a par value of one cent ($0.01).


ARTICLE V

INCORPORATOR

The name and mailing address of the incorporator of the
corporation is:

Starisa Lambert

c/o NRAI Service Center, LLC

9 East Loockerman Street, Suite 1B

Dover, Delaware 19901

ARTICLE VI

BOARD POWER REGARDING BYLAWS

In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to
make, repeal, alter, amend and rescind the bylaws of the corporation.

ARTICLE VII

ELECTION OF DIRECTORS

Elections of directors need not be by written ballot
unless the bylaws of the corporation shall so provide.

ARTICLE VIII

LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a director
of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director. If the Delaware General Corporation Law is amended after the date
of the filing of this Certificate of Incorporation to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation
Law, as so amended from time to time. No repeal or modification of this
Article VIII by the stockholders shall adversely affect any right or
protection of a director of the corporation existing by virtue of this
Article VIII at the time of such repeal or modification.

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ARTICLE IX

CORPORATE POWER

The corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and
all rights conferred on stockholders herein are granted subject to this
reservation.

ARTICLE X

CREDITOR COMPROMISE OR ARRANGEMENT

Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
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 this corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed for
this corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under the provisions
of Section 279 of Title 8 of the Delaware Code, order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in
such 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 this corporation, as the case
may be, agree to any compromise or arrangement and to any reorganization of
this 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 class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may
be, and also on this corporation.

THE UNDERSIGNED, being the incorporator hereinbefore
named, for the purpose of forming a corporation to do business both within
and without the State of Delaware, and in pursuance of the Delaware General
Corporation Law, does make and file this Certificate.

Dated: July 12th, 2000



_________/S/ STARISA LAMBERT________
Starisa Lambert, Incorporator

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