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                                                                     EXHIBIT 3.1



                            CERTIFICATE OF AMENDMENT

                                       OF

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                   SAGE, INC.


        SAGE, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

        1. The name of the corporation is Sage, Inc. (hereinafter the
"Corporation").

        2. The Corporation was originally incorporated in the State of Delaware
on September 22 , 1998 under the name Sage-Delaware, Inc. The Corporation filed
a Restated Certificate of Incorporation with the Secretary of State of Delaware
on May 10, 1999 and filed a Certificate of Amendment on June 18, 1999 and on
September 15, 1999.

        3. That Article III, Section (A) of the Corporation's Restated
Certificate of Incorporation is hereby amended to read in full as follows:

           The Corporation is authorized to issue two classes of shares to be
           designated respectively "Preferred Stock" and "Common Stock", and
           each class shall have a par value of $0.01 per share. The total
           number of shares which the corporation is authorized to issue is
           sixty million (60,000,000) shares. The total number of shares of
           Common Stock authorized is fifty million (50,000,000) shares. The
           total number of shares of Preferred Stock authorized is ten million
           (10,000,000) shares. Upon filing of this amendment of this article,
           each outstanding share of Common Stock, of par value of $.01 each, is
           hereby split up and converted into 0.333333 shares of Common Stock,
           of par value of $.01 each. Each share of Preferred Stock, of par
           value of $.01 each, outstanding as of October 22, 1999, is hereby
           split up and converted into 0.333333 shares of Preferred Stock, of
           par value of $.01 each. In lieu of the issuance of any fractional
           shares that would otherwise result from the reverse stock split
           effected by the preceding sentence, the Corporation shall pay any
           shareholder that would otherwise receive a fractional share cash
           equal to the fair value of such fraction.

        4. That Article IV(C)(ii) of the Corporation's Restated Certificate of
Incorporation is hereby amended to read in full as follows:

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           The closing of a firm commitment underwritten public offering of
           shares of the Common Stock solely for cash pursuant to an effective
           registration statement filed with the Securities and Exchange
           Commission (other than in a registration effected solely to implement
           any employee benefit plan) with aggregate gross proceeds to the
           Corporation of at least $7,500,000 and with a per share public
           offering price of at least $2.00 (subject to adjustment for stock
           splits, etc.); or

        5. That Article XII of the Corporation's Restated Certificate of
Incorporation is hereby amended to read in full as follows:

           The Corporation shall indemnify, to the fullest extent permitted by
           Section 145 of the General Corporation Law of Delaware, as amended
           from time to time, all officers and directors of the Corporation whom
           it may indemnify pursuant thereto. The personal liability of a
           director of the Corporation to the Corporation or its stockholders
           for monetary damages for breach of fiduciary duty as a director shall
           be limited to the fullest extent permitted by the General Corporation
           Law of the State of Delaware, as it now exists or may hereafter be
           amended. The Corporation may indemnify, to the fullest extent
           permitted by Section 145 of the General Corporation Law of Delaware,
           as amended from time to time, any or all employees or agents of the
           Corporation whom it may indemnify pursuant thereto. Any repeal or
           modification of this Article by the stockholders of the Corporation
           shall not adversely affect any right or protection of an officer or
           director of the Corporation existing at the time of such repeal or
           modification.

        6. That the following is hereby inserted as Article XIII of the
Corporation's Restated Certificate of Incorporation:

           The Corporation expressly elects to be governed by Section 203 of the
           General Corporation Law of the State of Delaware. The affirmative
           vote of 80% of the total number of the then outstanding shares of
           capital stock of the Corporation is required to modify the
           anti-takeover protective provisions pursuant to Section 203 of the
           General Corporation Law of the State of Delaware.

        7. That the following is hereby inserted as Article XIX of the
Corporation's Restated Certificate of Incorporation:

           Notwithstanding anything in this Certificate of Incorporation to the
           contrary, any action required or permitted to be taken by a vote of
           the stockholders of the Corporation may not be taken by written
           consent.

                                    * * * * *

        8. The amendment set forth above was duly adopted in accordance with the



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provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.



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        IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Restated Certificate of Incorporation to be signed as of this __
day of _____2000.

                                            /s/   Chandrashekar M. Reddy
                                            ------------------------------------
                                            Chandrashekar M. Reddy, President




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