Rab Holdings Inc Watch

from S-4 ~20 pages Operating Agreement of the B. Manischewitz Company, LLC.

from S-4 1 page Manischewitz Company, LLC <page> Certificate of Formation of the B. Manischewitz Company, LLC the Undersigned, Intending to Form a Delaware Limited Liability Company Under the Delaware Limited Liability Company Act, Executes the Following Certificate of Formation. First: The Name of the Limited Liability Company (The "Company") Is: The B. Manischewitz Company, LLC. Second: The Address in Delaware of the Registered Office of the Company Is 1209 Orange Street, Wilmington, Delaware 19801, and the Name of the Registered Agent for Service of Process at Such Address Is the Corporation Trust Company. by Executing This Certificate of Formation, I Hereby Declare and Certify That This Is My Act and Deed and the Facts Stated in This Certificate of Formation Are True. Dated: April 16, 1996 /S/Robert Kroll Robert Kroll, Authorized Signatory State of Delaware Secretary of State Division of Corporations Filed 04:30 Pm 04/26/1996 960122021 - 2618144 April 15, 1996 -3

from S-4 ~10 pages Bylaws of Millbrook Distribution Services, Inc.

from S-4 ~5 pages Certificate of Incorporation of Millbrook

from S-4 ~10 pages Bylaws Fo R.A.B. Enterpises, Inc.

from S-4 1 page Of R.A.B. Enterprises, Inc. <page> Certificate of Amendment of the Certificate of Incorporation of R.A.B. Food Holdings, Inc. Pursuant to the Provisions of Section 242 of the Delaware General Corporation Law, the Undersigned, Being the President of the Corporation, Hereby Certifies and Sets Forth as Follows: First: The Name of the Corporation Is R.A.B. Food Holdings, Inc. Second: The Certificate of Incorporation Was Filed by the Secretary of State on the 26th Day of January, 1998. Third: The Certificate of Incorporation of the Corporation Is Hereby Amended by Striking Out Article First Thereof and by Substituting in Lieu of Said Article the Following New Article: "First: The Name of the Corporation Is R.A.B. Enterprises, Inc." Fourth: The Amendment to the Certificate of Incorporation Was Authorized by the Consent of the Sole Holder of All of the Issued and Outstanding Stock Entitled to Vote by a Written Consent Given in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, I Hereunto Set My Hand This 14th Day of April, 1998 and I Affirm That the Foregoing Certificate Is My Act and Deed and That the Facts Stated Therein as True. /S/ Richard A. Bernstein Richard A. Bernstein, President

from S-4 ~5 pages Certificate of Incorporation of R.A.B. Enterprises, Inc.

from S-4 ~10 pages Bylaws of R.A.B. Holdings, Inc.

from S-4 1 page Of R.A.B. Holdings, Inc. <page> State of Delaware Secretary of State Division of Corporations Filed 09:00 Am 03/25/1997 971097093 - 2620608 Certificate of Amendment of the Certificate of Incorporation of R.A.B. Holdings, Inc. R.A.B. Holdings, Inc., a Delaware Corporation (The "Corporation"), Does Hereby Certify as Follows: 1. the Name of the Corporation Is R.A.B. Holdings, Inc. 2. the Original Certificate of Incorporation of the Corporation Was Filed With the Secretary of State of the State of Delaware on May 6, 1996. 3. the Amendment of the Corporation's Certificate of Incorporation Set Forth Below Was Approved by Unanimous Written Consent of the Board of Directors of the Corporation and by the Sole Stockholder of the Corporation. 4. the Certificate of Incorporation Is Hereby Amended by Changing the Fourth Article Thereof So That, as Amended, Said Article Shall Be Read in Full as Follows: "Fourth: The Total Number of Shares Which the Corporation Shall Have Authority to Issue Is 1,100,000 Shares, Consisting of 1,000,000 Shares of Common Stock, Par Value $0.01 Per Share, and 100,000 Shares of Preferred Stock, Without Par Value. the Board of Directors May Authorize the Issuance From Time to Time of the Preferred Stock in One or More Series and With Such Designations, Powers, Preferences and Rights and the Qualifications, Limitations or Restrictions (Which May Differ With Respect to Each Series) as the Board of Directors May Fix by Resolution." 5. the Foregoing Amendment Was Duly Adopted in Accordance With the Applicable Provisions of Sections 228 and 242 of the General Corporation Law of Delaware. in Witness Whereof, the Corporation Has Caused This Certificate to Be Duly Executed by Its President and Chief Executive Officer This 25th Day of March 1997. By: /S/ Richard A. Bernstein Richard A. Bernstein President and Chief Executive Officer

from S-4 ~5 pages Certificate of Incorporation of R.A.B. Holdings, Inc.