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                                                                     Exhibit 3.1


                     RESTATED CERTIFICATE OF INCORPORATION
                 OF NORTH AMERICAN INTEGRATED MARKETING, INC.

  North American Integrated Marketing, Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), hereby
certifies as follows:

  1.  The present name of the Corporation is North American Integrated
Marketing, Inc.

  2.  The Corporation was originally incorporated under the name Opportunistics
Inc.,  and the original Certificate of Incorporation of the Corporation was
filed with the Secretary of the State of Delaware on February 23, 1989.

  3.  This Restated Certificate of Incorporation was duly adopted in accordance
with the provisions of Sections 242, 245, and 228 of the General Corporation Law
of the State of Delaware by the written consent of the Corporation's
stockholders, with written notice being provided to all stockholders in
accordance with Section 228(d).  This Restated Certificate of Incorporation
restates, integrates, amends and supersedes the provisions of the Certificate of
Incorporation of the Corporation as heretofore amended, restated and
supplemented.

  4.  The text of the Certificate of Incorporation as heretofore amended,
restated and supplemented is hereby restated and further amended to read in its
entirety as follows:

  FIRST.   The name of the Corporation is DirectCom, Inc. (the "Corporation").

  SECOND.  Its registered office in the State of Delaware is to be located at
1209 Orange Street, Wilmington, County of New Castle, 19801.  The registered
agent in charge thereof is The Corporation Trust Company.

  THIRD.   The purpose or purposes of the Corporation are to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, and to have and exercise all the
powers conferred by the laws of the State of Delaware upon corporations formed
under the General Corporation Law of the State of Delaware.

  FOURTH.  The total number of shares which the Corporation shall have authority
to issue is 70,000,000 shares, consisting of 60,000,000 shares of Common Stock,
having a par value of $.00001 per share, and 10,000,000 shares of Preferred
Stock having a par value of $.00001 per share.

  The Board of Directors is authorized, subject to limitations prescribed by
law, to provide for the issuance of the shares of Preferred Stock in series, and
by filing a certificate pursuant to the applicable law of the State of Delaware,
to establish from time to time the number of shares of each such series and any
qualifications, limitations or restrictions thereof.
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  FIFTH.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation shall have the following
powers:

           (a)   To adopt, and to alter or amend the Bylaws, to fix the amount
     to be reserved as working capital, and to authorize and cause to be
     executed mortgages and liens (without limits to the amount) upon the
     property and franchises of the Corporation; and

           (b)   With the consent in writing or pursuant to a vote of the
     holders of a majority of the capital stock issued and outstanding, to
     dispose of, in any manner, the whole property of the Corporation.

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

  SEVENTH. The objects, purposes and powers specified in any clause or
paragraph of this Restated Certificate of Incorporation shall be in no way
limited or restricted by reference to or inference from the terms or any other
clause or paragraph of this Restated Certificate of Incorporation.  The objects,
purposes and powers in each of the clauses and paragraphs of this Restated
Certificate of Incorporation shall be regarded as independent objects, purposes
and powers.  The objects, purposes and powers specified in this Restated
Certificate of Incorporation are in furtherance and not in limitation of the
objects, purposes and powers conferred by statute.

  EIGHTH.  The Corporation shall have the power to indemnify its officers,
directors, employees and agents, and such other persons as may be designated as
set forth in the Bylaws, to the full extent permitted by the laws of the State
of Delaware.  A director shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that the liability of a director (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware
Code, or (iv) for any transaction from which the director derived an improper
personal benefit shall not be eliminated or limited hereby.

  NINTH.

        (a)   The number of directors constituting the entire Board of Directors
shall be fixed from time to time by vote of a majority of the entire Board of
Directors, provided, however, that the number of directors shall not be reduced
so as to shorten the term of any director at the time in office.


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        (b)   The Board of Directors shall be divided into three classes, as
nearly equal in numbers as the then total number of directors constituting the
entire Board of Directors permits with the term of office of one class expiring
each year. At the first annual meeting of stockholders, directors of the first
class shall be elected to hold office for a term expiring at the next succeeding
annual meeting, directors of the second class shall be elected to hold office
for a term expiring at the second succeeding annual meeting and directors of the
third class shall be elected to hold office for a term expiring at the third
succeeding annual meeting. Any vacancies in the Board of Directors for any
reason, and any directorships resulting from any increase in the number of
directors, may be filled by the Board of Directors, acting by a majority of the
directors then in office, although less than a quorum, and any directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen and until their successors shall be elected and
qualified. At each annual meeting of stockholders the successors to the class of
directors whose term shall then expire shall be elected to hold office for a
term expiring at the third succeeding annual meeting.

        (c)   Notwithstanding any other provisions of this Certificate of
Incorporation or by Bylaws of the Corporation, any director or the entire Board
of Directors of the Corporation may be removed at any time, but only for cause
and only by the affirmative vote of the holders of 80 percent or more of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as one
class) cast at a meeting of the stockholders called for that purpose.

  IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been signed
by Nicholas Robinson, its Chief Executive Officer, this 4th day of September,
1997.


                                       DIRECTCOM, INC.



                                   By:
                                       --------------------------------
                                       Nicholas Robinson
                                       Chief Executive Officer

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