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                                                                     EXHIBIT 3.1



                          CERTIFICATE OF INCORPORATION

                                       OF

                                MEGA GROUP, INC.


        Under Section 402 of the Business Corporation Law:

        The undersigned, for the purpose of forming a corporation under Section
402 of the Business Corporation Law, hereby certifies:

        1.      The name of the corporation shall be MEGA GROUP, INC.

        2.      The purposes for which it is formed are:

                (a) To invest in the shares of other corporations, both
domestic and foreign and to acquire interests in partnerships, limited
partnerships, business trusts or any other type of business entity; to conduct
all customary business of a general insurance agency.

                (b) To purchase, lease, exchange, hire or otherwise acquire
land with or without buildings thereon, or any interest therein, whatsoever,
and wheresoever situated; to erect, construct, rebuild, enlarge, alter,
improve, maintain, manage and operate houses, buildings, stores or other works
of any description on any land owned or leased by the corporation, or upon any
other lands; to sell; lease, sublet, mortgage, exchange or otherwise dispose of
any of the lands or any interests therein, or any houses, buildings, stores or
other works owned by the corporation and to acquire by lease or purchase the
necessary real estate


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and stores to conduct the business of the corporation.

                (c) To borrow money and, from time to time, to make and accept,
endorse, execute and issue bonds, debentures, promissory notes, bills of
exchange and other obligations of the corporation for moneys borrowed or in
payment for property acquired or for any of the other objects or purposes of
the corporation or its business and to secure the payment of any such
obligations by mortgage, pledge, deed, indenture, agreement, or other
instrument of trust, or by lien upon, assignment of, or agreement in regard to
all or any part of the property, rights or privileges of the corporation
wherever situated, whether now owned or hereafter to be acquired.

                (d) To purchase, acquire, hold, sell and dispose of all kinds
of securities of other corporations.

                (e) To do all other things to the extend permitted under the
statutes of the State of New York and in furtherance of the corporate purposes
hereinbefore set forth.

        3.      The office of the corporation is to be located in the Town of
Bethlehem, County of Albany.

        4.      The aggregate number of shares which the corporation shall have
authority to issue is 1,000 shares, each of which shall have a par value of
$0.01.

        5.      The Secretary of State of the State of New York is designated
as the agent of the corporation upon whom process against it may be served, and
the post office address to which the Secretary of State shall mail a copy of
any such process


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served upon him is: c/o Burt Anthony Associates, 208 Delaware Avenue, Delmar,
New York, 12054.

        6.      The subscriber is of the age of eighteen years or over.

        IN WITNESS WHEREOF, this certificate has been signed by the subscriber
this 21st day of December        , 1983.





                                                s/
                                                --------------------------
                                                Lawrence F. Anito, Jr.
                                                111 Washington Avenue
                                                Albany, New York  12210





STATE OF NEW YORK      ) SS:
COUNTY OF ALBANY       )


        On this 21   day of December      , 1983, before me personally came
Lawrence F. Anito, Jr., to me known and known to me to be the person described
in and who executed the foregoing Certificate of Incorporation and he duly
acknowledged to me that he executed the same.





                                                s/ PATTY A. WOODARD
                                             -----------------------------
                                             Notary Public





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                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                MEGA GROUP, INC.

                Under Section 805 of the Business Corporation Law

        We, the undersigned, the president and secretary of Mega Group. Inc.,
hereby certify:

        1.      The name of the corporation is Mega Group, Inc.

        2.      The certificate of its incorporation was filed by the
Department of State on December 28, 1983.

        3.      The Certificate of Incorporation is amended:

        (a)      To change the 11,738,382 presently issued and outstanding
                 Common Shares at a par value of $0.002 to 1,467,297.75 Common
                 Shares at a par value of $0.016, and to change the 13,261,618
                 presently unissued Common Shares at a par value of $0.002 to
                 23,532,702.25 Common Shares at a par value of $0.016. Paragraph
                 6(a) and (b) of the Certificate of Incorporation is amended to
                 read as follows:

                 6. (a)  The total number of shares that may be issued by
                 the corporation is twenty-five million four hundred thousand
                 (25,400,000), of which four hundred thousand (400,000) at a
                 par value of $1.00 each shall be designated 8% Cumulative
                 Convertible Preferred Shares (Preferred Shares) and
                 twenty-five million (25,000,000) at a par value of $0.016 each
                 shall be designated Common Shares (Common Shares).

                    (b)  The number of shares issued at a par value of $0.002
                 is 11,738,382.  The 11,738,382 issued shares shall be changed
                 into 1,467,297.75 Common Shares of the par value of $0.016 at
                 the rate of 1 Common Share for every 8 shares presently issued.
                 The number of shares unissued at a par value of $0.002 is
                 13,261,618.  The 13,261,618 unissued shares shall be changed
                 into 23,532,702.25 Common Shares of the par value of $0.016 at
                 the rate of 23,532,702.25/13,261,618 Common Shares for each
                 presently unissued share.
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          (b)    To provide for an adjustment to the conversion ratio
                 applicable to the Preferred Shares in the event of a reverse
                 split of the Common Shares.  Paragraph 6(c)(iv) of the
                 Certificate of Incorporation, under the heading of "8%
                 Cumulative Convertible Preferred Shares" is amended to read as
                 follows:

                        (iv)    In case at any time before February 28, 1993 or
                 before such date as all of the Preferred Shares have been
                 converted into Common Shares, if such date is sooner than
                 February 28, 1993, the corporation shall split-up the
                 outstanding Common Shares into a greater number of Common
                 Shares or reverse split the outstanding Common Shares into a
                 lesser number of Common Shares, the number of Common Shares
                 issuable upon the conversion of each Preferred Share shall be
                 correspondingly increased or decreased on account of each such
                 split-up or reverse split, respectively.

          The above amendments to the Certificate of Incorporation were
authorized by a vote of the board of directors, followed by vote of the holders
of a majority of all outstanding shares entitled to vote thereon and, with
respect to the amendment made by Paragraph 3(b) above, by vote of the holders
of a majority of all outstanding shares of each class adversely affected.

          IN WITNESS WHEREOF, we have executed this certificate, and affirm the
truth of the statements herein set forth under the penalty of perjury, this
25th day of June, 1992.


                                            /s/ J. CARLOS VIANA
                                          ----------------------------------
                                          J. Carlos Viana,
                                          President


                                            /s/ DAVID G., KLING
                                          ----------------------------------
                                          David G. Kling,
                                          Secretary




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