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                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  BEGA II, INC.



               Bega II, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Delaware Code"), does
hereby certify as follows:

               The name of the corporation is Bega II, Inc. The date of filing
of its original Certificate of Incorporation with the Secretary of State of
Delaware was September 15, 2000. This Amended and Restated Certificate of
Incorporation of the corporation (this "Certificate") which both restates and
further amends the provisions of the corporation's Certificate of Incorporation,
was duly adopted in accordance with the provisions of Sections 242 and 245 of
the Delaware Code and by the written consent of its sole stockholder in
accordance with Section 228 of the Delaware Code. The Certificate of
Incorporation of the corporation is hereby amended and restated to read in its
entirety as follows:

               FIRST: The name of the corporation is Bega II, Inc. (hereinafter
referred to as the "Corporation").

               SECOND:The registered office of the Corporation is to be located
at 1209 Orange Street, in the City of Wilmington, in the County of New Castle,
in the State of Delaware. The name of its registered agent at that address is
The Corporation Trust Company.

               THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the Delaware
Code.


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               FOURTH:The total number of shares of stock which the Corporation
is authorized to issue is 500,000,000 (five hundred million) shares of common
stock and the par value of each of such shares is $0.000001.

               FIFTH: The following provisions are inserted for the management
of the business and for the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the Corporation
and of its directors and stockholders:

               (1) The number of directors of the Corporation shall be such as
from time to time shall be fixed by, or in the manner provided in, the by-laws.
Election of directors need not be by ballot unless the by-laws so provide.

               (2) The Board of Directors shall have powers without the assent
or vote of the stockholders to make, alter, amend, change, add to or repeal the
by-laws of the Corporation; to fix and vary the amount to be reserved for any
proper purpose; to authorize and cause to be executed mortgages and liens upon
all or any part of the property of the Corporation; to determine the use and
disposition of any surplus or net profits; and to fix the times for the
declaration and payment of dividends.

               (3) The directors in their discretion may submit any contract or
act for approval or ratification at any annual meeting of the stockholders or at
any meeting of the stockholders called for the purpose of considering any such
act or contract, and any contract or act that shall be approved or be ratified
by the vote of the holders of a majority of the stock of the Corporation which
is represented in person or by proxy at such meeting and entitled to vote
thereat (provided that a lawful quorum of stockholders be there represented in
person or by proxy) shall be as valid and as binding upon the Corporation and
upon all the stockholders as though it had been approved or ratified by every
stockholder of the Corporation, whether or not


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the contract or act would otherwise be open to legal attack because of
directors' interest, or for any other reason.

               (4) In addition to the powers and authorities herein before or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless, to the provisions of the
statutes of the State of Delaware, of this Certificate and to any by-laws from
time to time made by the stockholders; provided, however, that no by-laws so
made shall invalidate any prior act of the directors which would have been valid
if such by-law had not been made.

               SIXTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for the types of liability set forth in Section 174 of the Delaware Code
or (iv) for any transaction from which the director received an improper
personal benefit.

               SEVENTH: Unless expressly prohibited by law, the Corporation
shall fully indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that such person is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director or officer of
another enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such


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action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper. The
Corporation shall advance necessary funds for such indemnification as requested
by the director or officer being indemnified as allowed by law.

               EIGHTH: 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


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to any compromise or arrangement and to any reorganization of the Corporation as
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.

               NINTH: The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors and officers are subject to this reserved power.


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               IN WITNESS WHEREOF, Bega II, Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed and attested by its duly
authorized officers, this day of May, 2001.

                                    Attest:
                                           -------------------------------
                                    Name:
                                    Title





                                    Bega II, Inc.



                                    By:
                                       ----------------------------------
                                    Name:
                                    Title:


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