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                                  EXHIBIT 3.1.

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                                  PH GROUP INC.

          These amended and restated articles supersede and replace the
                  original articles and all amendments thereto.



                                    ARTICLE I

               The name of said corporation shall be PH GROUP INC.

                                   ARTICLE II

         The place in Ohio where its principal office is to be located is in
Columbus, Franklin County, Ohio.

                                   ARTICLE III

         The purposes for which it is formed are to engage in any lawful act or
activity for which corporations may be formed under sections 1701.01 to 1701.98,
inclusive, of the Revised Code. This corporation reserves the right at any time
and from time to time substantially to change its purpose in the manner now or
hereafter permitted by statute. Any change of the purposes of the corporation
which is authorized or approved by the holders of shares entitling them to
exercise the proportion of the voting power of the corporation now or hereafter
required by statute, shall be binding and conclusive upon every shareholder as
if he had voted therefore. No shareholder, notwithstanding that he may have
voted against such change of purposes or may have objected thereto in writing,
shall be entitled to payment of the fair cash value of his shares.

                                   ARTICLE IV

         The maximum number of shares which the corporation is authorized to
have outstanding is ten million (10,000,000), all of which shall be common
shares without par value. Each common share shall be equal to every other common
share. The holders of common shares shall be entitled to one (1) vote for each
share upon all matters presented or required to be presented to the
shareholders. No holder of common shares of the corporation shall have any
preemptive right to purchase or subscribe to any shares or other securities of
the corporation, whether now or hereafter issued or authorized.


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                                    ARTICLE V

         A. Notwithstanding any provision of the Revised Code of Ohio, now or
hereafter in force, requiring for any purpose the vote of the holders of shares
entitling them to exercise two-thirds or any other proportion of the voting
power of the corporation or of any class or classes of shares thereof, such
action, unless otherwise expressly required by statute, may be taken by the vote
of the holders of shares entitling them to exercise a majority of the voting
power of the corporation or of such class or classes.

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

         C. No person shall be disqualified from being a director of the
corporation because he or she is or may be a party to, and no director of the
corporation shall be disqualified from entering into any contract or other
transaction to which the corporation is or may be a party. No contract or other
transaction to which the corporation is or may be a party shall be void or
voidable for the reason that any director or officer or other agent of the
corporation is a party thereto, or otherwise has any direct or indirect interest
in such contract or transaction or in any other party thereto, for reason that
any interested director or officer or other agent of the corporation authorizes
or participates in authorization of such contract or transaction, (a) if the
material facts as to such interest are disclosed or are otherwise known to the
Board of Directors at the time the contract or transaction is authorized and at
least a majority of the disinterested members vote for or otherwise take action
authorizing such contract or transaction even though such disinterested
directors are less than a quorum, or (b) if the contract or transaction (i) is
not less favorable to the corporation than an arm's length contract or
transaction in which no director or officer or other agent of the corporation
has any interest or (ii) is otherwise fair to the corporation as of the time it
is authorized. Any interested director may be counted in determining the
presence of a quorum at any meeting of the Board of Directors which authorizes
the contract or transaction.

         D. Section 1701.831 of the Ohio Revised Code, as amended form time to
time, shall not apply to "control share acquisitions" of shares of stock of the
corporation, as defined in Section 1701.01(Z) of the Ohio Revised Code, as
amended from time to time.

         E. No shareholder of the corporation may cumulate voting power in the
election of directors.

                                   ARTICLE VI

         The Board of Directors is hereby authorized to determine whether any,
and, if any, what part of the surplus, however created or arising, shall be used
or disposed of or declared in dividends or paid to shareholders, and, without
action for the shareholders, to use and apply such surplus, or any part thereof,
at any time or from time to time, in the purchase or acquisition of shares of
any class now or hereafter authorized, voting-trust certificates for shares,
bonds, debentures, notes, scrip, warrants, obligations, evidences of
indebtedness of the corporation, and other securities of the corporation, to
such extent or amount and in such manner and upon such terms as the Board of
Directors shall deem expedient.

                                   ARTICLE VII

         The provisions of Section 1701.13(E)(5)(a) of the Ohio Revised Code or
any statute of like tenor or effect which is hereafter enacted shall not apply
to the corporation. The corporation shall, to the fullest extent not prohibited
by any provision of applicable law other than Section 


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1701.13(E)(5)(a) of the Ohio Revised Code or any statute of like tenor or effect
which is hereafter enacted, indemnify each director and officer against any and
all costs and expenses (including attorney fees, judgments, fines, penalties,
amounts paid in settlement and other disbursements) actually and reasonably
incurred by or imposed upon such person in connection with any action, suit,
investigation or proceeding (or any claim or other matter therein), whether
civil, criminal, administrative or otherwise becomes or is threatened to be made
a party by reason of being or at any time having been, while such a director or
officer, an employee or other agent of the corporation or, at the direction or
request of the corporation, a director, trustee, officer, administrator, manager
employee, adviser or other agent of or fiduciary for any other corporation,
partnership, trust venture or other entity or enterprise including any employee
benefit plan.

         The corporation shall indemnify any other person to the extent such
person shall be entitled to indemnification under Ohio law by reason of being
successful on the merits or otherwise in defense of an action to which such
person is named a party by reason of being an employee or other agent of the
corporation, and the corporation may further indemnify any such person if it is
determined on a case by case basis by the Board of Directors that
indemnification is proper in the specific case.

         Notwithstanding anything to the contrary in these Articles of
Incorporation, no person shall be indemnified to the extent, if any, it is
determined by the Board of Directors or by written opinion of legal counsel
designated by the Board of Directors for such purpose that indemnification is
contrary to applicable law.


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