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                          CERTIFICATE OF INCORPORATION
                                       OF
                          INDIA-SIERRA HOLDINGS, INC.


                                   ARTICLE I
                                      NAME

         The name of the Corporation is India-Sierra Holdings, Inc. (the
"Corporation").


                                   ARTICLE II
                               REGISTERED OFFICE

         The address of the registered office of the Corporation in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The registered agent at this address is the
Corporation Trust Company.


                                  ARTICLE III
                                    PURPOSE

         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 the State of Delaware as the same exists or may hereafter be amended
("Delaware Law").


                                   ARTICLE IV
                                 CAPITAL STOCK

         4.1      Authorized Capital Stock. The total number of shares of
capital stock of all classes which the Corporation has authority to issue is
five hundred and ten million (510,000,000), five hundred million (500,000,000)
shares of which shall be Common Stock, par value $0.0001 per share, and ten
million (10,000,000) shares of which shall be Preferred Stock, par value
$0.0001 per share.

         4.2      Preferred Stock.

                  (a)      The Preferred Stock may be issued at any time and
from time to time, in one or more classes or series. The Board of Directors is
hereby authorized to provide for the issuance of shares of Preferred Stock in
series or classes and, by filing a certificate of designation pursuant to the
applicable provisions of the Delaware Law (hereinafter referred to as a
"Preferred Stock Certificate of Designation"), to establish from time to time
the number of shares to be included in each such series or class, and to fix
the designation, powers, preferences and relative, participating, optional or
other rights of shares of each such series or class and the qualifications,
limitations and restrictions thereof, if any.


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                  (b)      The authority of the Board of Directors with respect
to each series of Preferred Stock shall include, but not be limited to,
determination of the following:

                           (i)      the designation of the series or class,
                  which may be by distinguishing number, letter or title;

                           (ii)     the number of shares of the series or
                  class, which number the Board of Directors may thereafter
                  (except where otherwise provided in the applicable Preferred
                  Stock Certificate of Designation) increase or decrease (but
                  not below the number of shares thereof then outstanding);

                           (iii)    whether dividends, if any, shall be
                  cumulative or noncumulative and the dividend rate of the
                  series or class;

                           (iv)     whether dividends, if any, shall be payable
                  in cash, in kind or otherwise;

                           (v)      the dates on which dividends, if any, shall
                  be payable;

                           (vi)     the redemption rights and price or prices,
                  if any, for shares of the series or class;

                           (vii)    the terms and amount of any sinking fund
                  provided for the purchase or redemption of shares of the
                  series or class;

                           (viii)   the amounts payable on shares of the series
                  or class in the event of any voluntary or involuntary
                  liquidation, dissolution or winding up of the affairs of the
                  Corporation;

                           (ix)     whether the shares of the series or class
                  shall be convertible or exchangeable into shares of any other
                  class or series, or any other security, of the Corporation or
                  any other corporation, and, if so, the specification of such
                  other class or series or such other security, the conversion
                  or exchange price or prices or rate or rates, any adjustments
                  thereof, the date or dates as of which such shares shall be
                  convertible or exchangeable and all other terms and
                  conditions upon which such conversion or exchange may be
                  made;

                           (x)      restrictions on the issuance of shares of
                  the same series or class or of any other class or series; and

                           (xi)     whether or not the holders of the shares of
                  such series or class shall have voting rights, in addition to
                  the voting rights provided by law, and if so, the terms of
                  such voting rights, which may provide, among other things and
                  subject to the other provisions of this Certificate of
                  Incorporation, that each share of such series or class shall
                  carry one vote or more or less than one vote per share, that
                  the


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                  holders of such series or class shall be entitled to vote on
                  certain matters as a separate class (which for such purpose
                  may be comprised solely of such series or class or of such
                  series or class and one or more other series or classes of
                  stock of the Corporation) and that all the shares of such
                  series or class entitled to vote on a particular matter shall
                  be deemed to be voted on such matter in the manner that a
                  specified portion of the voting power of the shares of such
                  series or class or separate class are voted on such matter.

         (c)      The Common Stock shall be subject to the express terms of the
Preferred Stock and any series thereof.


                                   ARTICLE V
                                  INCORPORATOR

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

                           Timothy G. Werner, Esq.
                           Greenberg Traurig, LLP
                           3290 Northside Parkway, Suite 400
                           Atlanta, GA 30327


                                   ARTICLE VI
               BOARD OF DIRECTORS; MANAGEMENT OF THE CORPORATION

         The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders:

         6.1      Management of Business.

                  (a)      All corporate powers and authority of the
Corporation (except as at the time otherwise provided by law or by this
Certificate of Incorporation) shall be vested in and exercised by or under the
direction of the Board of Directors.

                  (b)      The Board of Directors shall have the power without
the assent or vote of the stockholders to adopt, amend, alter or repeal the
By-Laws of the Corporation.

         6.2      Number. The number of directors shall be at least three, the
exact number of directors to be determined from time to time solely by
resolution adopted by the affirmative vote of a majority of the entire Board of
Directors.

         6.3      Classes. The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors constituting
the entire Board of Directors. Each director shall serve for a term


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ending on the date of the third annual meeting of stockholders next following
the annual meeting at which such director was elected, provided that directors
initially designated as Class I directors shall serve for a term ending on the
date of the first annual meeting, directors initially designated as Class II
directors shall serve for a term ending on the second annual meeting, and
directors initially designated as Class III directors shall serve for a term
ending on the date of the third annual meeting. Notwithstanding the foregoing,
each director shall hold office until such director's successor shall have been
duly elected and qualified or until such director's earlier death, resignation
or removal. In the event of any change in the number of directors, the Board of
Directors shall apportion any newly created directorships among, or reduce the
number of directorships in, such class or classes as shall equalize, as nearly
as possible, the number of directors in each class. In no event will a decrease
in the number of directors shorten the term of any incumbent director.

         6.4      Voting; Nomination. There shall be no cumulative voting in
the election of directors. Election of directors need not be by written ballot.
Advance notice of nominations for the election of directors shall be given in
the manner and to the extent provided in the By-laws of the Corporation.

         6.5      Vacancies. Vacancies on the Board of Directors resulting from
death, resignation, removal or otherwise and newly created directorships
resulting from any increase in the number of directors may be filled solely by
a majority of the directors then in office (although less than a quorum) or by
the sole remaining director, and each director so elected shall hold office for
a term that shall coincide with the term of the Class to which such director
shall have been elected.

         6.6      Removal. No director may be removed from office by the
stockholders except for cause with the affirmative vote of the holders of not
less than a majority of the total voting power of all outstanding securities of
the Corporation then entitled to vote generally in the election of directors,
voting together as a single class.

         6.7      Liability. A director of the Corporation shall not be liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, to the fullest extent permitted by Delaware Law.
Neither the amendment nor repeal of Section 6.7 or 6.8, nor the adoption of any
provision of this Certificate of Incorporation or the By-laws of the
Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of Section 6.7 or 6.8
in respect of any acts or omissions occurring prior to, and shall not adversely
affect any right or protection of a director of the Corporation existing prior
to such amendment, repeal, adoption or modification.

         6.8      Indemnification. Each person (and the heirs, executors or
administrators of such person) who was or is a party or is threatened to be
made a party to, or is involved in 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 corporation, partnership, joint venture, trust
or other enterprise, shall be indemnified and held harmless by the Corporation
to the fullest extent permitted by Delaware Law. The right to indemnification
conferred in this Section 6.8 shall also include the right to be paid by the


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Corporation the expenses incurred in connection with any such proceeding in
advance of its final disposition to the fullest extent authorized by Delaware
Law. The right to indemnification conferred in this Section 6.8 shall be a
contract right.

         The Corporation may, by action of its Board of Directors, provide
indemnification to such of the officers, employees and agents of the
Corporation to such extent and to such effect as the Board of Directors shall
determine to be appropriate and authorized by Delaware Law.

         The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss incurred by such person in any such capacity or arising out
of his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under Delaware Law.

         The rights and authority conferred in this Section 6.8 shall not be
exclusive of any other right which any person may otherwise have or hereafter
acquire.

         6.9      No Stockholder Action by Written Consent. Except as otherwise
provided for or fixed pursuant to the provisions of Section 4.2 of this
Certificate of Incorporation relating to the rights of holders of any series of
Preferred Stock, no action required to be taken or which may be taken at any
annual or special meeting of stockholders of the corporation may be taken
without a meeting, and the power of stockholders to consent in writing, without
a meeting, to the taking of any action is specifically denied.


                                  ARTICLE VII
                                   AMENDMENT

         The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner now or hereafter
prescribed by the laws of the State of Delaware, and with the sole exception of
those rights and powers conferred under the above Sections 6.7 and 6.8, all
rights herein conferred upon stockholders or directors (in the present form of
this Certificate of Incorporation or as hereafter amended) are granted subject
to this reservation.

                  IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this certificate of
incorporation this 30th day of July, 2001.


                                    /s/ Timothy G. Werner
                                    -------------------------------------------
                                    Timothy G. Werner
                                    Incorporator



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