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                                                                     EXHIBIT 3.1

                                                                     PAGE 1
                               State of Delaware

                       Office of the Secretary of State

                         _____________________________

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "CAPX CORPORATION", FILED IN THIS OFFICE ON THE TWENTY-NINTH
DAY OF OCTOBER, A.D. 1991, AT 9 O'CLOCK A.M.


                    [SEAL APPEARS HERE]

                                        /s/ Edward J. Freel
                                        ----------------------------------------
                                        Edward J. Freel, Secretary of State

                                        AUTHENTICATION:  9596471

                                                  DATE:  02-25-99
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                         CERTIFICATE OF INCORPORATION

                                      OF

                               CAPX CORPORATION


          The undersigned, being over the age of eighteen (18), in order to form
a corporation for the purposes hereinafter stated, under and pursuant to the
provisions of the General Corporation Law of the State of Delaware, does hereby
certify as follows:

          FIRST:  The name of the corporation is CAPX Corporation.

          SECOND: The registered office of the Corporation is to be located at
32 Loockerman Square Suite L-100, Dover, Delaware 19901. The name of
its registered agent at that address is The Prentice-Hall Corporation System,
Inc. County of Kent.

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

          FOURTH: The total number of shares of all classes of stock which the
Corporation shall be authorized to issue is 45,000,000 shares, of which
40,000,000 shall be designated










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Common Stock having a par value of $.002 per share (the "Common Stock") and
5,000,000 shall be designated Preferred Stock having a par value of $.002 per
share (the "Preferred Stock").

          Each Common Stockholder shall be entitled to one vote for each share
of Common Stock held of record on all matters as to which Common Stockholders
shall be entitled to vote.

          Each share of Common Stock issued and outstanding shall be identical
in all respects one with each other such share, and no dividends shall be paid
on any shares of Common Stock unless the same dividend is paid on all shares of
Common Stock outstanding at the time of such payment. Except for and subject to
those rights expressly granted to Preferred Stockholders or, except as may be
provided by the laws of the State of Delaware, the Common Stockholders shall
have exclusively all other rights of stockholders, including, without
limitation, (i) the right to receive dividends, when and as declared by the
Board of Directors of the Corporation, out of assets lawfully available
therefor, and (ii) in the event of any distribution of assets upon a liquidation
or otherwise, the right to receive ratably and equally, together with the
holders of the Preferred Stock, if any, all the assets and funds of the
Corporation remaining after the payment to be

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holders of the Preferred Stock, if any, of the specific amounts which they are
entitled to receive upon such liquidation.

          The Board of Directors is hereby expressly authorized to provide for,
designate and issue, out of the authorized but unissued shares of Preferred
Stock, one or more series of Preferred Stock, subject to the terms and
conditions set forth herein. Before any shares of any such series are issued,
the Board of Directors shall fix, and hereby is expressly empowered to fix, by
resolution or resolutions, the following provisions of the shares of any such
series:

               (a)  the designation of such series, the number of shares to
constitute such series and the stated value thereof, if different from the par
value thereof;

               (b)  whether the shares of such series shall have voting rights
or powers, in addition to any voting rights required by law, and, if so, the
terms of such voting rights or powers, which may be full or limited;

               (c)  the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and, if so, from what dates, the conditions
and dates upon which such

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dividends shall be payable, the preference or relation which such dividends
shall bear to the dividends payable on any shares of stock or any other class or
any other series of this class;

               (d)  whether the shares of such series shall be subject to
redemption by the Corporation, and, if so, the times, prices and other
conditions of such redemption;

               (e)  the amount or amounts payable upon shares of such series
upon, and the rights of the holders of such series in, the voluntary or
involuntary liquidation, dissolution or winding up, or upon any distribution of
the assets, of the Corporation;

               (f)  whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and manner
in which any such retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such series for retirement or other corporate
purposes and the terms and provisions relative to the operation thereof;

               (g)  whether the shares of such series shall be convertible into,
or exchangeable for, shares of stock of any

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other class or any other series of this class or any other securities and, if
so, the price or prices or the rate or rates of conversion or exchange and the
method, if any, of adjusting the same, and any other terms and condition or
exchange;

               (h)  the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding upon the payment of dividends or
the making of other distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, the Common Stock or shares of stock of any
other class or any other series of this class;

               (i)  the conditions or restrictions, if any, to be effective
while any shares of such series are outstanding upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of this class
or of any other class; and

               (j)  any other powers, designations, preferences and relative,
participating, optional or other special rights, and any qualifications,
limitations or restrictions thereof.

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          The powers, designations, preferences and relative, participating,
optional or other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding. The Board of
Directors is hereby expressly authorized from time to time to increase (but not
above the total number of authorized shares of Preferred Stock) or decrease
(but not below the number of shares thereof then outstanding) the number of
shares of stock of any series of Preferred Stock designated to any one or more
series of Preferred Stock.

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

          NAME                   ADDRESS
          ----                   -------

          Marc S. Goldfarb       Bachner, Tally, Polevoy & Misher
                                 380 Madison Avenue
                                 New York, New York 10017

          SIXTH: 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

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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 power without the assent or
vote of the stockholders:

               (a)  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; and

               (b)  to determine from time to time whether, and to what extent,
          and at what times and places, and under what conditions and
          regulations, the accounts and books of the Corporation (other than the
          stock ledger) or any of them, shall be open to the inspection of the
          stockholders.

          (3)  The directors in their discretion may submit any contract or act
for approval of ratification at any annual meeting of the shareholders 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

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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 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 hereinbefore 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
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-laws had not
been made.

     SEVENTH: 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 (whether or not by or
in the right of the Corporation) by reason of the fact that he is or was a
director, officer, incorporator, employee, or agent of the Corporation, or is or
was serving at the request of the

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Corporation as a director, officer, incorporator, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise shall be
entitled to be indemnified by the Corporation to the full extent then permitted
by law or to the extent that a court of competent jurisdiction shall deem proper
or permissible under the circumstances, whichever is greater against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred by him in connection with such action, suit or proceeding. Such right
of indemnification shall inure whether or not the claim asserted is based on
matters which antedate the adoption of this Article SEVENTH. Such right of
indemnification shall continue as to a person who has ceased to be a director,
officer, incorporator, employee, or agent and shall inure to the benefit of the
heirs and personal representatives of such person.

     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 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

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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 a 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 to any compromise or
arrangement and to any reorganization of the Corporation as a 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 personal liability of directors of the Corporation is hereby
eliminated to the fullest extent permitted by paragraph 7 of Subsection (b) of
Section 102 of the General Corporation Law of the State of Delaware as the same
may be amended and supplemented.

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     TENTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation 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.

     IN WITNESS THEREOF, I have hereunto signed my name and affirm that the
statements made herein are true under the penalties of perjury, this 28/th/ day
of October, 1991.

                                                /s/ Marc Goldfarb
                                                --------------------------------
                                                Marc S. Goldfarb
                                                Bachner, Tally, Polevoy & Misher
                                                380 Madison Avenue
                                                New York, New York 10017

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