Exhibit 10.43


                          CERTIFICATE OF INCORPORATION

                                       OF

                              JAGI SUBSIDIARY, INC.

     First:  The  name  of  the  corporation  is  JAGI  Subsidiary,   Inc.  (the
"Corporation").

     Second:  The Registered  Office of the Corporation in the State of Delaware
is to be located at Corporation  Trust Center,  1209 Orange Street,  Wilmington,
County of New Castle, Delaware, 19801. The Registered Agent in charge thereof is
The Corporation Trust Company.

     Third:  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 ("DGCL").

     Fourth:

     (1)  The  total  number  of  shares  of all  classes  of  stock  which  the
Corporation is authorized to issue is fifty thousand (50,000) shares, consisting
of

          (i) twenty-five  thousand  (25,000) shares of Common Stock, par value,
     one cent ($0.01) per share, and

          (ii)  twenty-five  thousand  (25,000) shares of Preferred  Stock,  par
     value, one cent ($0.01) per share.

The amount of the authorized capital stock of the Corporation of any class or
classes may be increased or decreased by the affirmative vote of the holders of
a majority of the capital stock of the Corporation entitled to vote.

     (2) The holders of the Common  Stock  shall be entitled to receive,  to the
extent  permitted by law, such dividends as may be declared from time to time by
the Board of Directors of the Corporation  and shall  participate in any and all
dividend  distributions  on an equal  per share  basis.  Upon any  voluntary  or
involuntary  liquidation,  dissolution  or winding up of the  Corporation or any
reduction of the capital stock of the Corporation  resulting in the distribution
of any of its assets to its stockholders,  the holders of the Common Stock shall
be entitled to receive the net assets of the Corporation,  after the Corporation
shall have satisfied or made provision for its debts and obligations and for the
payment to the holders of shares of the Preferred Stock any preferential  rights
to  receive  distributions  of the net  assets  of the  Corporation,  and  shall
participate in any and all such distributions on an equal per share basis.

     (3) Except as provided in Division A of this Article Fourth with respect to
the Preferred  Stock,  Series A, or as may be expressly  provided in resolutions
adopted by the Board of Directors of the  Corporation  pursuant to Paragraph (4)
of this Article  Fourth with respect to other classes or series of the Preferred
Stock which may be created  from time to time,  the holders of the Common  Stock
shall have the  exclusive  right to vote for (or to consent with respect to) the
election of directors  and,  except as otherwise  may be required by law, on all
other  matters  requiring  action  by  the  stockholders  or  submitted  to  the
stockholders  for action.  Each  holder of a share of the Common  Stock shall be
entitled  to one vote  for  each  share of the  Common  Stock  standing  in such
holder's name on the books of the Corporation.

     (4) The  Preferred  Stock may be issued  from  time to time in  classes  or
series   and  shall   have  such   designations,   preferences   and   relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions  thereof, as shall be stated and expressed in the resolutions of
the Board of Directors  providing for the issuance of such stock. The holders of


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                                                                  Exhibit 10.43

the  Preferred  Stock shall have no voting rights except (i) as required by law,
(ii) as  provided  in  Division A of this  Article  Fourth  with  respect to the
Preferred Stock, Series A, or (iii) as expressed in the resolutions of the Board
of Directors providing for the issuance of shares of another class or series.

      *                               *                                    *

                                   DIVISION A

                      Designations, Preferences and Rights
                          of Preferred Stock, Series A

     (1) Designation of Series.  The series of Preferred  Stock, par value $0.01
per share,  shall be designated  and known as the  "Preferred  Stock,  par value
$0.01 per share,  Series A"  (hereinafter  referred to as the "Series  A").  The
Series A shall be deemed designated  pursuant to the provisions of Paragraph (4)
of Article Fourth  hereof,  and any amendment of the terms of the Series A shall
be  effective  without  the  necessity  of any vote of the  stockholders  of the
Corporation of any class or series other than the Series A.

     (2) Number of Shares.  The number of shares in the Series A shall be 20,000
shares. Shares of the Series A redeemed,  purchased or otherwise acquired by the
Corporation  shall be  cancelled  and shall  revert to  authorized  but unissued
Preferred Stock, par value $0.01 per share undesignated as to series and subject
to reissuance by the  Corporation  as shares of the Preferred  Stock,  par value
$0.01 per share, of any one or more series.  The Corporation shall be authorized
to issue certificates for fractional shares.

     (3) Dividends. (a) Each holder of a share of the Series A shall be entitled
to  receive  out of the  assets of the  Corporation  legally  available  for the
payment of  dividends,  as and when  declared by the Board of  Directors  of the
Corporation,  cash dividends at an annual rate (the "Dividend Rate") equal to 5%
of the Redemption Price (as defined in and adjusted pursuant to Paragraph (5) of
this Division A) of the Series A share, and no more,  during the period from and
including  the date  such  share is issued  (or is  deemed to have been  issued)
provided,  however,  the amount  declared for any fiscal year of the Corporation
shall not exceed  twenty-five  percent (25%) of the  Corporation's  "Increase in
Cash and Cash  Equivalents" for such fiscal year. The amount of the dividends so
declared  shall be  payable,  in  arrears  on the last day of March (or the next
following business day if such day is a Saturday,  Sunday or legal holiday) (the
"Dividend  Payment  Date") in respect of the prior  fiscal  year,  to holders of
record  on the  March 15  immediately  preceding  such  Dividend  Payment  Date.
Dividends shall cumulate on a daily basis during each fiscal year and whether or
not declared.  Any  deficiency in the payment of dividends on the Series A shall
be fully  paid on, or  declared  and set  apart  for,  such  shares  before  any
distribution shall be paid on, or declared and set apart for the Common Stock or
other Junior Security.  As used herein,  "Increase in Cash and Cash Equivalents"
means the increase,  if any, in cash and cash  equivalents  for a fiscal year of
the Corporation as disclosed in the Corporation's annual consolidated  statement
of cash flows.

     (b) If at any time the Corporation  shall pay less than the total amount of
dividends  then payable on the shares of the Series A, the aggregate  payment to
all holders of shares of the Series A shall be distributed among such holders so
that an equal amount shall be paid with respect to each outstanding share of the
Series A.

     (4) Voting Rights. The holders of shares of the Series A shall vote equally
with the holders of shares of the Common  Stock with  respect to the election of
directors and,  except as otherwise may be required by law, on all other matters
requiring  action by the  stockholders  or  submitted  to the  stockholders  for
action,  or may act by written  consent in the same manner as the Common  Stock.
Each  holder of a share of the Series A shall be  entitled  to one vote for each
share  of the  Series  A  standing  in such  holder's  name or the  books of the
Corporation.

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                                                                  Exhibit 10.43

     (5) Redemption Payments. (a) The "Redemption Price" per share of the Series
A shall be $1000.00 (subject to reduction as hereinafter provided).

     (b) After January 1, 2013, the Corporation  may, from time to time in whole
or in part,  redeem shares of the Series A by making  payments in respect of the
Redemption Price. Redemption payments shall be accompanied by the payment of all
accumulated and unpaid dividends on the amount being paid.

     (c) At any time after January 1, 2008,  upon written  notice  received from
holders representing two thirds (2/3) of the outstanding shares of Series A, the
Corporation  shall  redeem  shares  of the  Series A by  making  payment  of the
Redemption Price and all accumulated and unpaid dividends on such shares.

     (d) Upon  payment  to any  holder  of a  Series  A share  of the  remaining
Redemption  Price  with  respect  to any  Series  A  share,  together  with  all
accumulated and unpaid dividends thereon, such Series A share shall be deemed to
have been redeemed and shall automatically be cancelled. The Corporation may, at
its option, upon notice to the holders of Series A shares, impose as a condition
of their  entitlement to the final payment of the remaining  Redemption Price of
their shares the requirement that they surrender their certificates representing
their Series A shares to the Corporation;  however, the payment to the holder of
any  Series A share of the full  Redemption  Price  with  respect  to a Series A
share,  together with all accumulated and unpaid  dividends  thereon,  shall, as
provided  by  the  immediately  preceding  sentence,  automatically  effect  the
redemption and  cancellation of the share  regardless of whether the Corporation
shall have required the surrender of the  certificate  therefor in order for the
holder of the share to receive payment of the remaining Redemption Price.

     (e) In the event that the  Corporation  shall affect any payment in respect
of the Redemption Price of the Series A shares, the amount to be paid on account
of each whole Series A share shall be  determined by dividing the amount of such
payment by the number of shares outstanding. Simultaneously with the delivery to
the paying agent (designated by the Corporation for the purpose of effecting any
payment in respect of the Redemption  Price) of the amount to be paid in respect
of the Redemption Price of the Series A shares, the Corporation shall deliver to
the paying  agent a list,  as of the close of  business  on the record  date for
determining holders of the Series A entitled to receive redemption payments,  of
the  holders of record of the  Series A shares  for use by the  paying  agent in
making  payments  on  account  of  the  Redemption  Price  of  shares,  and  the
Corporation  shall mail notice  thereof to the holders of the Series A shares at
their last  addresses  as they  appear on the records of the  Corporation.  Such
notice  shall  specify  the amount per whole  share to be paid to holders of the
Series A shares,  the  amount of  accumulated  and unpaid  dividends  being paid
therewith,  and the  remaining  unpaid  Redemption  Price of such  shares  after
reflecting  such  payments.  The  Corporation  shall  maintain  a record  of the
redemption  and dividend  payments  made with respect to each Series A share and
the  remaining  unpaid  Redemption  Price  of such  Series  A  share,  and  each
transferee  of the Series A share  shall be deemed to have  notice of, and shall
take such share subject to, the payment of such amounts.

     (f) Any and all  payments  to the  holders  of  shares  of the  Series A in
respect thereof shall be applied as follows:

     (i) First, to the payment of all dividends that have accumulated and remain
unpaid; and

     (ii) Second, to the payment of the Redemption Price of such shares.

     (6)  Liquidation,  Dissolution  and  Winding-Up.  (a) Upon any voluntary or
involuntary liquidation,  dissolution or winding up of the Corporation resulting
in  the  distribution  of  any of its  assets  to  its  stockholders,  or of any
reduction  of its capital  stock  resulting  in the  distribution  of any of its
assets to its  stockholders,  each  holder  of a share of the  Series A shall be
entitled,  before any  distribution or payment is made upon any Junior Security,


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                                                                  Exhibit 10.43

to be paid out of the assets of the  Corporation  available for  distribution to
its stockholders an amount in cash equal to the remaining  Redemption Price with
respect to such share of the Series A, plus an amount  equal to any  accumulated
and unpaid  dividends  thereon to the date of  distribution.  After payment to a
holder of a Series A share of the amount as aforesaid, such holder of a Series A
share as such shall have no right or claim to any of the remaining assets of the
Corporation.

     (b) The merger or  consolidation  of the Corporation into or with any other
corporation or the merger of any other corporation into the Corporation,  or the
lease or conveyance of all or  substantially  all of the property or business of
the  Corporation,  shall  not be deemed to be a  dissolution,  liquidation  or a
winding-up of the Corporation.

     (7) Restrictions on Dividends,  Distributions  and Redemptions.  So long as
any  shares  of the  Series  A shall  be  outstanding,  no  dividends  or  other
distributions,  whether in cash or  property,  shall be paid or  declared on the
Common Stock of the Corporation or on any Junior Security,  nor shall any shares
of the Common  Stock of the  Corporation  or any Junior  Security  be  redeemed,
purchased or otherwise acquired for value by the Corporation or any Subsidiary.

     (8) Additional  Preferred Stock.  The Corporation may authorize,  create or
issue from time to time additional shares of the Preferred Stock of any class or
series to the full extent  permitted  by Article  FOURTH of the  Certificate  of
Incorporation  of the Corporation (as the  Certificate of  Incorporation  may be
amended  from time to time),  and such shares  shall be deemed to rank junior to
the Series A shares with respect to any rights, powers or preferences, including
without   limitation  as  to  dividends,   redemption  and  distributions   upon
liquidation, dissolution or winding up of the Corporation, unless the holders of
at least  two-thirds of the then  outstanding  shares of the Series A consent to
the new class or series having a ranking  senior to the Series A shares.  Unless
any such  additional  Preferred  Stock  shall by its terms be made senior to the
Series A shares,  the  Series A shares  shall  rank  senior  to such  additional
Preferred Stock with respect to all rights,  powers and  preferences,  including
without   limitation  as  to  dividends,   redemption  and  distributions   upon
liquidation, dissolution or winding up of the Corporation.

     (9) Definitions.  For purposes  hereof,  the following terms shall have the
following meanings:

     (a)  "Common  Stock"  shall  mean  the  authorized   Common  Stock  of  the
Corporation on the date of issuance of the shares of the Series A.

     (b)  "Junior  Security"  shall mean the Common  Stock and any other  equity
security  except any which by its terms states that it is a Senior  Security for
purposes of the terms of the Series A.

     (c) "Senior Security" shall mean an equity security as to which the holders
of a requisite  percentage of the shares of the Series A have  consented to be a
Senior Security with respect to the Series A.

     (d)  "Subsidiary"  shall mean any corporation of which more than 50% of the
outstanding  stock having ordinary voting power to elect a majority of the board
of directors of such  corporation,  irrespective of whether at the time stock of
any other class or classes of stock of such corporation shall have or might have
voting power by reason of the happening of any  contingency,  is, at the time as
of which  any  determination  is  made,  owned  directly  or  indirectly  by the
Corporation.


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                                                                  Exhibit 10.43

     Fifth:


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

              Name                                        Address

              Lawrence A. Goldman, Esq.          c/o Gibbons, Del Deo, Dolan,
                                                 Griffinger & Vecchione, P.C.
                                                 One Riverfront Plaza
                                                 Newark, New Jersey  07102-5497

     Sixth:  The following  persons are appointed  directors of the  Corporation
until the first annual  meeting of the  stockholders  or until their  successors
shall be elected or appointed and shall qualify:


              Name                                        Address

              Louis S. Beck                      2300 Corporate Blvd., N.W.
                                                 Suite 232
                                                 Boca Raton, FL 33431



              Harry G. Yeaggy                    8534 E. Kemper Road
                                                 Cincinnati, OH 45249

     Seventh:  Whenever a  compromise  or  arrangement  is proposed  between the
Corporation  and  its  creditors  or  any  class  of  them  and/or  between  the
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 the  Corporation  or of any creditor or  stockholder  thereof,  or on the
application of any receiver or receivers appointed for the 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 the
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 the 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 the  Corporation,  as the
case may be, agree to any compromise or arrangement and to any reorganization of
the  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  the  Corporation  as  the  case  may  be,  and  also  on  the
Corporation.

     Eighth: The power to adopt, amend, or repeal the By-Laws of the Corporation
may be  exercised  by the  Board  of  Directors  of the  Corporation;  provided,
however,  that nothing in this Certificate of  Incorporation  shall restrict the
stockholders' power to amend, alter or repeal the By-Laws, including any By-Laws
adopted by the Board of Directors, or to adopt new By-Laws.

     Ninth:  To the fullest  extent  permitted  by the DGCL,  no director of the
Corporation  shall be personally  liable to the Corporation or its  stockholders
for monetary  damages for breach of fiduciary duty as a director,  except that a
director  shall  not be  relieved  from  liability:  (a) for any  breach  of the
director's duty of loyalty to the Corporation or its stockholders;  (b) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law;  (c) under  Section 174 of the DGCL;  or (d) for any
transaction from which the director derived an improper personal benefit.





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                                                                  Exhibit 10.43


         I, THE UNDERSIGNED, for the purpose of forming a corporation under the
laws of the State of Delaware, do make, file and record this Certificate of
Incorporation, and do certify that the facts herein stated are true, and I have
accordingly hereunto set my hand this 17th day of April 2003.


                                          /s/ Lawrence A. Goldman, Esq.
                                          ---------------------------------
                                          Lawrence A. Goldman, Esq.
                                          Incorporator




















































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