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                                                                   EXHIBIT 3(i)

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 2/15/94
944020578 - 2377973

                          CERTIFICATE OF INCORPORATION
                                       OF
                                 AU 'N AG, INC.

FIRST:         The name of this corporation is AU 'N AG, INC.

SECOND:        Its registered  office in the state of Delaware is to be located
at Three Christina Centre, 201 N. Walnut Street, Wilmington, DE 19801, New
Castle County. The registered agent in charge thereof is The Company
Corporation, address "same as above."

THIRD:         The nature of the business and, the objects and purposes proposed
to be transacted, promoted and carried on, are to do any or all the things
herein mentioned as fully and to the same extent as natural persons might or
could do, and in any part of the world, viz: 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 amount of the total authorized capital stock of this 
corporation is divided into 50,000,000 shares of stock at $.001 par value.

FIFTH:         The name and mailing address of the incorporator is as follows: 
Vanessa Foster, Three Christina Centre, 201 N. Walnut Street, Wilmington DE 
19801.

SIXTH:         The Directors shall have power to make and to alter or amend the
By-Laws; to fix the amount to be reserved as working capital, and to authorize
and cause to be executed mortgages and liens without limit as to the amount,
upon the property and franchise of the Corporation.

With the consent in writing, and pursuant to a vote of the holders of a
majority of the capital stock issued and outstanding, the Directors shall have
the authority to dispose, in any manner, of the whole property of this
corporation.

The By-Laws shall determine whether and to what extent the accounts and books
of this corporation, or any of them shall be open to the inspection of the
stockholders; and no stockholder shall have any right of inspecting any
account, or book or document of this Corporation, except as conferred by the
law or the By-Laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep
the books, documents, and papers of the Corporation outside of the State of
Delaware, at such places as may be from time to time designated by the By-Laws
or by resolution of the stockholders or directors, except as otherwise required
by the laws of Delaware.

It is the intention that the objects, purposes and powers specified in the
Third paragraph hereof shall, except where otherwise specified in said
paragraph, be nowise limited or restricted by reference to or inference from
the terms of any other clause or paragraph in this certificate of
incorporation, that the objects, purposes and powers specified in the Third
paragraph and in each of the clauses or paragraphs of this charter shall be
regarded as independent objects, purposes and powers.


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SEVENTH:        Directors of the corporation shall not be liable to either the
corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves: (1) a director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3)
liability for unlawful payments of dividends or unlawful stock purchase or
redemption by the corporation; or (4) a transaction from which the director
derived an improper personal benefit.

I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of
the State of Delaware, do make, file and record this Certificate and do certify
that the facts herein are true; and I have accordingly hereunto set my hand.

DATED:            February 15, 1994

                                                      /s/ Vanessa Foster
                                                     -------------------
                                                      Vanessa Foster



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