<PAGE>

                                                                   EXHIBIT 3.137

                          CERTIFICATE OF INCORPORATION

                                       OF

                          QWIZ ACQUISITION CORPORATION

      The undersigned, in order to form a corporation for the purpose
hereinafter stated, under and pursuant to the provisions of the Delaware General
Corporation Law, hereby certifies that:

      FIRST: The name of the Corporation is QWIZ Acquisition Corporation.

      SECOND: The registered office and registered agent of the Corporation is
The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle
County, Delaware, 19801.

      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.

      FOURTH: The total number of shares of stock that the Corporation is
authorized to issue is 1,000 shares of Common Stock, par value $0.01 each.

      FIFTH: The name and address of the incorporator is Beverly C. Chell, 745
Fifth Avenue, New York, New York 10151.

      SIXTH: The Board of Directors of the Corporation, acting by majority vote,
may alter, amend or repeal the By-Laws of the Corporation.

      SEVENTH: Except as otherwise provided by the Delaware General Corporation
Law as the same exists or may hereafter be amended, 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. Any repeal or
modification of this Article SEVENTH by the stockholders of the Corporation
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.

      IN WITNESS WHEREOF, the undersigned has signed this certificate of
Incorporation on February 27, 1997.


                                       /s/ Beverly C. Chell
                                       ---------------------------
                                       Beverly C. Chell


   STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 02/27/1997
  971066616 - 2723189
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:01 PM 05/22/1997
971169364 - 2723189

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          QWIZ ACQUISITION CORPORATION

                                     *******

               Pursuant to Section 242 of the General Corporation
                          Law of the State of Delaware

      Qwiz Acquisition Corporation, a corporation organized and existing under
and by virtue of the Delaware General Corporation Law (hereinafter called the
"Corporation").

DOES HEREBY CERTIFY:

      FIRST: That the Board of Directors of the Corporation, by unanimous
written consent of its members, filed with the minutes of the Board duly adopted
resolutions setting forth a proposed amendment to the Certificate of
Incorporation of said Corporation, declaring said amendment to be advisable and
proposing such amendment to the sole stockholder of the Corporation for such
stockholder's consideration. The resolution setting forth the proposed amendment
as follows:

            "RESOLVED, that the Board of Directors hereby deems it advisable and
      in the best interests of the Corporation and its stockholders that the
      Certificate of Incorporation of the Corporation (the "Charter") be amended
      by deleting Article FIRST thereof in its entirety and by substituting, in
      lieu of said Article, the following new Article:

            FIRST: The name of the Corporation is Qwiz, Inc.; and

            RESOLVED, that the foregoing amendment to the Charter be, and the
      same hereby is, approved and adopted, subject to the approval of such
      amendment by the sole stockholder of the Corporation; and further

            RESOLVED, that the submission of the foregoing amendment for
      approval by the sole stockholder of the Corporation be, and the same
      hereby is, approved."
<PAGE>

            SECOND: That thereafter, by written consent filed with the minutes
      of the Corporation, the sole stockholder approved said amendment as
      adopted by the Board of Directors.

            THIRD: That the above amendment was duly adopted in accordance with
      the provisions of Section 242 General Corporation law of the State of
      Delaware.

            IN WITNESS WHEREOF, said Qwiz Acquisition Corporation has caused
      this certificate to be signed by Curtis A. Thompson, Vice President and
      attested by Beverly C. Chell, Secretary this 22nd day of May, 1997.


                                       Qwiz Acquisition Corporation


                                       By: /s/ Curtis A. Thompson
                                           ------------------------------
                                               Curtis A. Thompson
                                               Vice President



ATTEST:


By: /s/ Beverly C. Chell
    ------------------------------
        Beverly C. Chell
        Secretary