Exhibit 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                               NEXGEN VISION, INC.


     1.  The  name  of  the  corporation is NexGen Vision, Inc. (the "Company").

     2.  The  name  of  the  registered agent, and the address of its registered
office  in  the  State  of  Delaware  is  as  follows:


                          The Corporation Trust Company
                          Corporation Trust Center
                          1209 Orange Street
                          Wilmington, DE 19801


     3.  The  nature of the business or purposes to be conducted or promoted are
to  engage in any lawful act or activity for which corporations may be organized
under  the  Delaware  General  Corporation  Law.

     4.  The  total  number  of  shares  of  stock of all classes and series the
Company shall have authority to issue shares consisting of (i) 50,000,000 shares
of  Class A common stock, value of $0.001 per share (the "Class A Shares"), (ii)
7,700,000  shares of Class B common stock, value of $0.001 per share (the "Class
B  Shares")  (the  Class  A  Shares and the Class B Shares shall be collectively
referred  to  as  the  "Common Stock"), and (iii) 10,000,000 shares of preferred
stock,  $0.001 par value with such powers, designations, preferences, rights and
qualifications,  limitations  or  restrictions  as  may  be  decided upon by the
Company's board of directors (the "Preferred Stock"). Each share of Common Stock
shall  be  entitled  to  its  proportionate  share  of  dividends  and  other
distributions.  Each  Class A Share shall be entitled to one vote on all matters
which  come  before  the  stockholders, whether at a meeting or by consent. Each
Class B Share shall be entitled to 10 votes on all matters which come before the
stockholders,  whether  at  a meeting or by consent. Each Class B Share shall be
convertible into one fully paid nonassessable Class A Share (i) at the option of
the  holder  or  (ii)  upon  public sale (x) in an offering registered under the
Securities  Act  of  1933  (the  "Securities  Act"),  (y)  in  an offering under
Regulation  A  under  the Securities Act, or (ii) under Rule 144, including Rule
144(k),  under  the  Securities  Act.

     5.  The  name  and  mailing  address  of  the  incorporator  is as follows:

                          Michael D. Harris, Esq.
                          Harris & Gilbert, LLP
                          1645 Palm Beach Lakes Boulevard, Ste. 550
                          West Palm Beach, Florida 33401

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     6.  The  name  and  mailing  address  of  each  person who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is  elected  and  qualified,  is  as  follows:

     Name                         Mailing  Address
     ----                         ----------------

     Gary  T.  Lafferty           c/o  NexGen  Merger,  Inc.
                                  1535  Oak  Industrial  Lane
                                  Suite  F
                                  Cumming,  GA  30041

     John  Chris  Kirch           c/o  NexGen  Merger,  Inc.
                                  1535  Oak  Industrial  Lane
                                  Suite  F
                                  Cumming,  GA  30041


     7.  The  Company  is to have perpetual existence. In furtherance and not in
limitation  of  the  powers  conferred  by  statute,  the  board of directors is
expressly  authorized to make, amend, alter or repeal the bylaws of the Company.

     8.  Elections  of directors need not be by written ballot unless the bylaws
of  the Company shall so provide. Meetings of stockholders may be held within or
without  the  State  of  Delaware  as  the  bylaws may provide. The books of the
Company may be kept (subject to any provision contained in the statutes) outside
the  State of Delaware at such place or places as may be designated from time to
time  by  the  board  of  directors  or  in  the  bylaws  of  the  Company.

     9.  The  Company  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 upon stockholders
herein  are  granted  subject  to  this  reservation.

     10.  No  director of this Company shall be personally liable to the Company
          or  its stockholders for monetary damages for breach of fiduciary duty
          as  a  director. Nothing in this paragraph shall serve to eliminate or
          limit the liability of a director (a) for any breach of the director's
          duty  of  loyalty to this Company or its stockholders, (b) for acts or
          omissions  not  in good faith or which involves intentional misconduct
          or  a  knowing violation of law, (c) under Section 174 of the Delaware
          General  Corporation  Law,  or  (d) for any transaction from which the
          director derived an improper personal benefit. If the Delaware General
          Corporation  Law is amended after approval by the stockholders of this
          article  to authorize corporate action further eliminating or limiting
          the  personal liability of directors, then the liability of a director
          of  the  Company  shall be eliminated or limited to the fullest extent
          permitted  by  the  Delaware  General  Corporation Law, as so amended.

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     Any  repeal  or modification of the foregoing paragraph by the stockholders
of  the Company shall not adversely affect any right or protection of a director
of  the  Company  existing  at  the  time  of  such  repeal  or  modification.

     11.  (a) Each person who was or is made a party or is threatened to be made
          a  party to or is otherwise involved in any action, suit or proceeding
          (except  as  provided  in  Section  11(f))  whether civil, criminal or
          administrative  (a  "Proceeding"), or is contacted by any governmental
          or regulatory body in connection with any investigation or inquiry (an
          "Investigation"),  by  reason  of  the fact that he or she is or was a
          director  or  executive  officer (as such term is utilized pursuant to
          interpretations  under  Section  16  of the Securities Exchange Act of
          1934)  of  the  Company  or  is  or  was serving at the request of the
          Company  as  a  director,  officer,  employee  or  agent  of  another
          corporation  or  of  a  partnership,  joint  venture,  trust  or other
          enterprise,  including  service with respect to employee benefit plans
          (an  "Indemnitee"),  whether  the  basis  of  such  Proceeding  or
          Investigation  is  alleged  action  in  an official capacity or in any
          other  capacity  as  set  forth  above  shall  be indemnified and held
          harmless  by  the  Company  to  the  fullest  extent authorized by the
          Delaware  General Corporation Law, as the same exists or may hereafter
          be amended (but, in the case of any such amendment, only to the extent
          that  such  amendment  permits  the  Company  to  provide  broader
          indemnification  rights than such law permitted the Company to provide
          prior  to  such  amendment),  against  all expense, liability and loss
          (including  attorneys'  fees,  judgments, fines, ERISA excise taxes or
          penalties  and  amounts  paid  in  settlement)  reasonably incurred or
          suffered  by  such  Indemnitee  in  connection  therewith  and  such
          indemnification  shall  continue as to an Indemnitee who has ceased to
          be  a  director,  officer,  employee  or  agent and shall inure to the
          benefit  of  the Indemnitee's heirs, executors and administrators. The
          right to indemnification conferred in this Section shall be a contract
          right  and  shall  include  the  right  to  be paid by the Company the
          expenses  incurred  in defending any such Proceeding in advance of its
          final  disposition  (an "Advancement of Expenses"); provided, however,
          that  such Advancement of Expenses shall be made only upon delivery to
          the  Company of an undertaking, by or on behalf of such Indemnitee, to
          repay  all amounts so advanced if it shall ultimately be determined by
          final judicial decision from which there is no further right to appeal
          that  such  Indemnitee  is  not  entitled  to  be indemnified for such
          expenses  under  this  Section  or  otherwise  (an  "Undertaking").

               (b) If a claim under paragraph (a) of this Section is not paid in
full  by  the  Company within 60 days after a written claim has been received by
the  Company,  except  in the case of a claim for an Advancement of Expenses, in
which  case  the  applicable  period shall be 20 days, the Indemnitee may at any
time  thereafter  bring suit against the Company to recover the unpaid amount of
the  claim.  If  successful  in  whole  or in part in any such suit or in a suit
brought  by  the  Company  to recover an Advancement of Expenses pursuant to the
terms  of  an  Undertaking, the Indemnitee shall be entitled to be paid also the
expense  of  prosecuting  or  defending  such  suit.  In

                         (i)  any  suit  brought  by the Indemnitee to enforce a
right  to indemnification hereunder (but not in a suit brought by the Indemnitee
to  enforce  a  right to an Advancement of Expenses) it shall be a defense that,
and

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                         (ii)  any suit by the Company to recover an Advancement
                    of  Expenses  pursuant  to  the  terms of an Undertaking the
                    Company  shall  be  entitled to recover such expenses upon a
                    final  adjudication  that,

the  Indemnitee  has not met the applicable standard of conduct set forth in the
Delaware General Corporation Law.  Neither the failure of the Company (including
its  board of directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such suit that indemnification
of  the Indemnitee is proper in the circumstances because the Indemnitee has met
the applicable standard of conduct set forth in the Delaware General Corporation
Law,  nor  an  actual  determination  by  the  Company  (including  its board of
directors,  independent  legal counsel, or its stockholders) that the Indemnitee
has  not  met such applicable standard of conduct or, in the case of such a suit
brought  by  the  Indemnitee, be a defense to such suit.  In any suit brought by
the  Indemnitee  to  enforce  a right hereunder, or by the Company to recover an
Advancement  of  Expenses pursuant to the terms of an undertaking, the burden of
proving  that  the  Indemnitee  is  not  entitled  to  be indemnified or to such
Advancement of Expenses under this Section or otherwise shall be on the Company.

          (c)  The  rights to indemnification and to the Advancement of Expenses
conferred  in  this  Section shall not be exclusive of any other right which any
person  may  have  or  hereafter  acquire under any statute, this certificate of
incorporation, bylaw, agreement, vote of stockholders or disinterested directors
or  otherwise.

          (d)  The  Company  may  maintain insurance, at its expense, to protect
itself  and  any  director, officer, employee or agent of the Company or another
corporation,  partnership,  joint venture, trust or other enterprise against any
expense,  liability  or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under the Delaware
General  Corporation  Law.

          (e) The Company may, to the extent authorized from time to time by the
board  of  directors,  grant rights to indemnification and to the Advancement of
Expenses,  to  any employee or agent of the Company to the fullest extent of the
provisions  of  this Section with respect to the indemnification and Advancement
of  Expenses  of  directors,  and  executive  officers  of  the  Company.

          (f)  Notwithstanding  the  indemnification  provided  for  by  this
Section 11, the Company's bylaws, or any written agreement, such indemnity shall
not  include  any  expenses,  liabilities or losses including but not limited to
advancement of expenses incurred by such Indemnitees relating to or arising from
any  Proceeding  in  which  the  Company asserts a direct claim (as opposed to a
stockholders'  derivative action) against the Indemnitees, whether such claim by
the  Company  is  termed  a  complaint,  counterclaim,  crossclaim,  third-party
complaint  or  otherwise.

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     I,  THE  UNDERSIGNED,  being  the  incorporator hereinbefore named, for the
purpose  of  forming  a corporation pursuant to the Delaware General Corporation
Law,  do  make this certificate, hereby declaring and certifying that this is my
act and deed and the facts herein stated are true, and accordingly have hereunto
set  my  hand  as  of  the  8th  day  of  April,  2002.


                                   ____________________________
                                   Michael  D.  Harris





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