Exhibit 3.1.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                             RAM-Z ENTERPRISES, INC

     We  the undersigned natural persons of the age of twenty -one (21) years or
more, acting as incorporators of a corporation under the General Corporation Law
of Delaware, adopt the following Articles of Incorporation for such corporation.


                                    ARTICLE I


                                      NAME
                        The name of this corporation is,
                  RAM_Z ENTERPRISES, INC. [NAME OF CORPORATION]



                                   ARTICLE II


                                    DURATION


                 The duration of this corporation is perpetual.


                                   ARTICLE III


          The  purpose or purposses for which this corporation is organized are:
(a)  To  engage  in  the  general  practice  of  purchasing, selling, licensing,
manufacturing  or  marketing  of  products of any kind whatsoever; to purchase ,
acquire,  own, hold, lease, mortgage, encumber, sell, and dispose of any and all
kinds  and  character  of  property,  real and personal and mixed (the foregoing
particular  enumeration  in no sense used by way of exclusion or limitation) and
while  the  owner  thereof,  to  exercise  all  the  rights  to  vote  thereon.
(b)  To  invest in high technology products, whether it be without limitation as
to  the  foregoing  computer  technology,  medical devices and any and all other
manner  of  high  technology  products.
(c)  To  borrow  and  lend  money  with  or  without security, and to endorse or
otherwise  guarantee  the  obligations  of  others.
(d)  To  act  as  principal or agent for others and receive compensation for all
services  which  it  may  render  in  the performance of the duties of an agency
character.
(e)  To acquire by purchase, exchange, gift, bequest, subscription or otherwise,
and o hold, own, mortgage, pledge, hypothecate, sell, assign, transfer, exchange
or  otherwise  dispose  of  or  deal  in or with its own corporate securities of
stock, or other securities, including  without limitations, any shares of stock,
bonds, debentures, notes, mortgages, or other obligations, and any certificates,
receipts  of  other  instruments representing rights or interests therein or any
property  or  assets  created  or  issued  by  any person, firm, association, or
corporation,  or  any  government  or subdivision, agencies or instrumentalities
thereof;  to make payment therefore in any lawful manner or to issue in exchange
therefore  its  own  securities or to use its unrestricted and unreserved earned
surplus  for  the purchase of its own shares, and to exercise as owner or holder
of any securities, any and all rights, powers and privileges in respect thereof.
(f)  To  do  each  and  every  thing  necessary,  suitable  or  proper  for  the
accomplishment  of  any  of the purposes or the attainment of any one or more of
the subjects herein enumerated, or which may at any time appear conductive to or
expedient  for protection or benefit of this corporation, and to do said acts as
fully  and to the same extent as natural persons might, or could do, in any part
of  the world as principals agents, partners trustees or otherwise, either alone
or  in  conjunction  with  any  other  person,  association  or  corporation.


<PAGE>
(g)  The  foregoing  clauses  shall  be construed both as purpose and powers and
shall  not  be held to limit or restrict in any manner the general powers of the
corporation, and the enjoyment and exercise thereof, as conferred by the laws of
the  State  of  Delaware;  and  it is the intention that the purposes and powers
specified  in  each  of  the paragraphs of this Article III shall be regarded as
independent  purposes  and  powers  specified  in each of the paragraphs of this
Article  III  shall  be  regarded  as  independent  purposes  and  powers.


                                   ARTICLE IV
                                      STOCK

     The  aggregate number of shares which this corporation shall have authority
to  issue  is  fifty million (50,000,000) shares of par value stock at $.001 per
share.  All  stock  of  the  corporation  shall  be  or  the  same  rights  and
preferences.  Fully-paid  stock  of  this corporation shall not be liable to any
further  call  or  assessment.


                                    ARTICLE V
                                    AMENDMENT

     These Articles of Incorporation may be amended by the affirmative vote of a
majority  of  the  shares  entitled  to  vote  on  each  such  amendment.


                                   ARTICLE VI
                               SHAREHOLDER RIGHTS

     The authorized and treasury stock of this corporation may be issued at such
time,  upon such terms and conditions and for such consideration as the Board of
Directors  shall  determine.  Shareholders  shall not have pre-emptive rights to
acquire  unissued  shares of the stock of this corporation and cumulative voting
is  denied.


                                   ARTICLE VII
                                 CAPITALIZATION

     This  corporation will not commence business until consideration of a value
of  at  least  ONE  THOUSAND  DOLLARS ($1,000) has been received for issuance of
shares.


                                  ARTICLE VIII
                            INITIAL OFFICE AND AGENT
     The address of this corporation's initial registered office and the name of
its  original  registered  agent  as  such  address  is.

                             THE COMPANY CORPORATION
                             THREE CHRISTINA CENTRE
                              201 N. Walnut Street
                              Wilmington, DE 19801
                              County of New Castle


<PAGE>
                                   ARTICLE IX
                                    DIRECTORS

     The number of Directors constituting the initial Board of Directors of this
corporation  is  three (3).  The names and addresses of persons who are to serve
as  directors  until  the  first  annual meeting of stockholders, or until their
successors  are  elected  and  qualified  are:

                                  GREGORY AURRE
                                 155 E. 34th St.
                                  NY, NY 10016

                                  AMERIKA AURRE
                                 155 E. 29th St.
                                  NY, NY 10016

                                EDWARD GREENBAUM
                                 300 E. 57th St.
                                  NY, NY 10021


                                    ARTICLE X
                                  INCORPORATORS

The  name  and  address  of  each  incorporator  is:
                                  REGINA CEPHAS
                             THREE CHRISTINA CENTRE
                              201 N. WALNUT STREET
                              WILMINGTON, DE 19801

          COMMON  DIRECTORS  -  TRANSACTIONS  BETWEEN  CORPORATIONS

     No contact or other transaction between this corporation, firm, association
or entity in which one or more of its directors are directors or officers or are
financially  interested,  shall  be  either  void  or  voidable  because of such
relation  or  interest, or because such director or directors are present at the
meeting  of  the  Board  of  Directors, or a committee thereof which authorizes,
approves or ratifies such contract or transaction, or because his or their votes
are  counted  for  such  purpose  if:
(a) the fact of such relationship or interest is disclosed or known to the Board
of  Directors or committee which authorizes, approves, or ratifies this contract
or  transaction  by  vote or consent sufficient for the purpose without counting
the  votes  or  consents  of  such  interested  directors  or;
(b)  the  fact  of  such  relationship  or interest is disclosed or known to the
shareholders  entitled  to  vote  and  they  authorize,  approve, or ratify such
contract  or  transaction  by  vote  or  by  written  consent;  or
(c)  the  contract  or  interested  directors  may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or committee thereof
which  authorizes  approves  or  ratifies  such  contractor  transaction.

                     DATED  this  17th day  of  May.  1994
                                  --------     -----


                                                    /s/  Regina  Cephas
                                                    -------------------
                                                         Regina  Cephas