Exhibit 3.01


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               CAPLAN CORPORATION

                            (name changed herein to)
                          MID-POWER SERVICE CORPORATION


         This amended and restated certificate of incorporation for Caplan
Corporation has been duly adopted in accordance with the provisions of section
242 and 245 of the General Corporation Law of Delaware and shall become
effective on April 10, 2001. Caplan Corporation was originally incorporated on
July 5, 1983.


                                    Article I
                                      Name

         The name of the corporation (the "Corporation") shall be:

                          Mid-Power Service Corporation


                                   Article II
                                    Duration

         The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.


                                   Article III
                                    Purposes

         The purposes for which the Corporation is organized are to do all and
everything necessary, suitable, convenient, or proper for the accomplishment of
any of the purposes or the attainment of any one or more of the objects herein
enumerated or incidental to the powers herein named or which shall at any time
appear conducive or expedient for the protection or benefit of the Corporation,
with all the powers hereafter conferred by the laws under which this Corporation
is organized; and

         To engage in any and all other lawful purposes, activities, and
pursuits, whether similar or dissimilar to the foregoing, for which corporations
may be organized under the General Corporation Law of Delaware and to exercise
all powers allowed or permitted thereunder.

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                                   Article IV
                                 Capitalization

         The Corporation shall have authority to issue an aggregate of
110,000,000 shares, of which 10,000,000 shares shall be preferred stock, $0.001
par value (hereinafter the "Preferred Stock"), and 100,000,000 shares shall be
common stock, par value $0.001 (hereinafter the "Common Stock"). The powers,
preferences, and rights, and the qualifications, limitations, or restrictions
thereof, of the shares of stock of each class and series which the Corporation
shall be authorized to issue, is as follows:

                  (a) Preferred Stock. Shares of Preferred Stock may be issued
         from time to time in one or more series as may from time to time be
         determined by the board of directors. Each series shall be distinctly
         designated. All shares of any one series of the Preferred Stock shall
         be alike in every particular, except that there may be different dates
         from which dividends thereon, if any, shall be cumulative, if made
         cumulative. The powers, preferences, participating, optional, and other
         rights of each such series and qualifications, limitations, or
         restrictions thereof, if any, may differ from those of any and all
         other series at any time outstanding. Except as hereinafter provided,
         the board of directors of this Corporation is hereby expressly granted
         authority to fix by resolution or resolutions adopted prior to the
         issuance of any shares of each particular series of Preferred Stock,
         the designation, powers, preferences, and relative participating,
         optional, and other rights and the qualifications, limitations, and
         restrictions thereof, if any, of such series, including, without
         limiting the generality of the foregoing, the following:

                           (i) The distinctive designation of, and the number of
                  shares of Preferred Stock which shall constitute each series,
                  which number may be increased (except as otherwise fixed by
                  the board of directors) or decreased (but not below the number
                  of shares thereof outstanding) from time to time by action of
                  the board of directors;

                           (ii) The rate and times at which, and the terms and
                  conditions on which, dividends, if any, on the shares of the
                  series shall be paid; the extent of preferences or relation,
                  if any, of such dividends to the dividends payable on any
                  other class or classes of stock of this Corporation or on any
                  series of Preferred Stock; and whether such dividends shall be
                  cumulative or noncumulative;

                           (iii) The right, if any, of the holders of the shares
                  of the same series to convert the same into, or exchange the
                  same for, any other class or classes of stock of this
                  Corporation and the terms and conditions of such conversion or
                  exchange;

                           (iv) Whether shares of the series shall be subject to
                  redemption and the redemption price or prices, including,
                  without limitation, a redemption price or prices payable in
                  shares of any other class or classes of stock of the
                  Corporation, cash, or other property and the time or times at
                  which, and the terms and conditions on which, shares of the
                  series may be redeemed;

                           (v) The rights, if any, of the holders of shares of
                  the series on voluntary or involuntary liquidation, merger,
                  consolidation, distribution, or sale of assets, dissolution,
                  or winding up of this Corporation;

                           (vi) The terms of the sinking fund or redemption or
                  purchase account, if any, to be provided for shares of the
                  series; and

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                           (vii) The voting powers, if any, of the holders of
                  shares of the series which may, without limiting the
                  generality of the foregoing, include (A) the right to more or
                  less than one vote per share on any or all matters voted on by
                  the shareholders, and (B) the right to vote as a series by
                  itself or together with other series of Preferred Stock or
                  together with all series of Preferred Stock as a class, on
                  such matters, under such circumstances, and on such conditions
                  as the board of directors may fix, including, without
                  limitation, the right, voting as a series by itself or
                  together with other series of Preferred Stock or together with
                  all series of Preferred Stock as a class, to elect one or more
                  directors of this Corporation in the event there shall have
                  been a default in the payment of dividends on any one or more
                  series of Preferred Stock or under such other circumstances
                  and upon such conditions as the board of directors may
                  determine.

                  (b) Common Stock. The Common Stock shall have the following
         powers, preferences, rights, qualifications, limitations, and
         restrictions:

                           (i) After the requirements with respect to
                  preferential dividends of Preferred Stock, if any, shall have
                  been met and after this Corporation shall comply with all the
                  requirements, if any, with respect to the setting aside of
                  funds as sinking funds or redemption or purchase accounts and
                  subject further to any other conditions that may be required
                  by the General Corporation Law of Delaware, then, but not
                  otherwise, the holders of Common Stock shall be entitled to
                  receive such dividends, if any, as may be declared from time
                  to time by the board of directors without distinction to
                  series;

                           (ii) After distribution in full of any preferential
                  amount to be distributed to the holders of Preferred Stock, if
                  any, in the event of a voluntary or involuntary liquidation,
                  distribution or sale of assets, dissolution, or winding up of
                  this Corporation, the holders of the Common Stock shall be
                  entitled to receive all of the remaining assets of the
                  Corporation, tangible and intangible, of whatever kind
                  available for distribution to stockholders, ratably in
                  proportion to the number of shares of Common Stock held by
                  each without distinction as to series; and

                           (iii) Except as may otherwise be required by law or
                  this Certificate of Incorporation, in all matters as to which
                  the vote or consent of stockholders of the Corporation shall
                  be required or be taken, including, any vote to amend this
                  Certificate of Incorporation, to increase or decrease the par
                  value of any class of stock, effect a stock split or
                  combination of shares, or alter or change the powers,
                  preferences, or special rights of any class or series of
                  stock, the holders of the Common Stock shall have one vote per
                  share of Common Stock on all such matters and shall not have
                  the right to cumulate their votes for any purpose.

                  (c) Reverse Stock Split. The shares of common stock of the
         Corporation issued and outstanding immediately preceding the Effective
         Date shall be reverse-split, or consolidated, without any change in the
         authorized number of shares of common stock or the par value thereof,
         as follows:

                           (i) Each two shares of common stock issued and
                  outstanding immediately prior to the Effective Date shall be
                  converted into the right to receive one share of
                  post-reverse-split common stock ("New Common Stock").

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                           (ii) No fractional shares of New Common Stock shall
                  be issued in connection with the foregoing, and in lieu
                  thereof, the Corporation shall pay cash for such fractional
                  shares as provided in Article II(c)(v) herein.

                           (iii) As soon as reasonably practicable after the
                  Effective Date, the Corporation shall cause its registrar and
                  transfer agent, acting as exchange agent (the "Exchange
                  Agent") to mail to each holder of record of shares of common
                  stock immediately prior to the Effective Date (the
                  "Pre-Reverse-Split Common Stock"), a letter of transmittal
                  (which shall specify that delivery shall be effected, and risk
                  of loss and title to the Pre-Reverse-Split Common Stocks shall
                  pass, only upon delivery of certificate representing such
                  Pre-Reverse-Split Common Stock to the Exchange Agent, which
                  shall be in such form and have such other provisions as the
                  Corporation may reasonably specify, and which shall specify
                  the fee payable in order to effectuate such exchange) and
                  instructions for use in effecting the surrender of
                  certificates representing Pre-Reverse-Split Common Stock in
                  exchange for certificates representing shares of New Common
                  Stock issuable pursuant hereto. Upon surrender of a
                  certificate representing Pre-Reverse-Split Common Stock for
                  cancellation to the Exchange Agent, together with such duly
                  executed letter of transmittal and the payment of the
                  prescribed fee, the holder of such certificate representing
                  Pre-Reverse-Split Common Stock shall be entitled to receive in
                  exchange therefor a certificate representing that number of
                  whole shares of New Common Stock which such holder has the
                  right to receive in exchange for the Pre-Reverse-Split Common
                  Stock surrendered pursuant to the provisions hereof (after
                  taking into account all Pre-Reverse-Split Common Stock then
                  held by such holder), and the Pre-Reverse-Split Common Stock
                  so surrendered shall forthwith be canceled. In the event of a
                  transfer of ownership of Pre-Reverse-Split Common Stock that
                  is not registered in the transfer records of the Corporation,
                  a certificate representing the proper number of shares of New
                  Common Stock may be issued to a transferee if the certificate
                  representing such Pre-Reverse-Split Common Stock is presented
                  to the Exchange Agent, accompanied by all documents required
                  to evidence and effect such transfer and by evidence that any
                  applicable stock transfer taxes and other transfer fees have
                  been paid. Holders of certificates representing
                  Pre-Reverse-Split Common Stock shall not be required to
                  convert their certificates into certificates representing New
                  Common Stock. Until surrendered as contemplated hereby, each
                  certificate representing Pre-Reverse-Split Common Stock shall
                  be deemed at any time after the Effective Date to represent
                  only the New Common Stock into which such certificate
                  representing Pre-Reverse-Split Common Stock is convertible as
                  provided herein.

                           (iv) After the Effective Date, there shall be no
                  further registration of transfers of certificates representing
                  Pre-Reverse-Split Common Stock. If, after the Effective Date,
                  certificates representing shares of Pre-Reverse-Split Common
                  Stock are presented to the Corporation or the Exchange Agent
                  for registration of transfer, such certificates shall be
                  canceled and exchanged for certificates representing New
                  Common Stock in accordance with the procedures set forth
                  herein.

                           (v) No certificates or scrip evidencing fractional
                  shares of New Common Stock shall be issued upon the surrender
                  for exchange of Pre-Reverse-Split Common Stock certificates,
                  and such fractional share interests shall not entitle the
                  owner thereof to any rights as a stockholder of the
                  Corporation. In lieu of any such fractional interests, each

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                  holder of a certificates representing Pre-Reverse-Split Common
                  Stock shall, upon surrender of such certificate for exchange
                  pursuant to this Article II(c), be paid an amount in cash
                  (without interest), rounded to the nearest cent, determined by
                  multiplying the last sale price of the Common Stock on the
                  OTCBB prior to the Effective Date by the fractional share of
                  New Common Stock to which such holder would otherwise be
                  entitled.

                  (d) Other Provisions

                           (i) The board of directors of the Corporation shall
                  have authority to authorize the issuance, from time to time
                  without any vote or other action by the stockholders, of any
                  or all shares of the Corporation of any class at any time
                  authorized, and any securities convertible into or
                  exchangeable for such shares, in each case to such persons and
                  for such consideration and on such terms as the board of
                  directors from time to time in its discretion lawfully may
                  determine; provided, however, that the consideration for the
                  issuance of shares of stock of the Corporation having par
                  value shall not be less than such par value. Shares so issued,
                  for which the full consideration determined by the board of
                  directors has been paid to the Corporation, shall be fully
                  paid stock, and the holders of such stock shall not be liable
                  for any further call or assessment thereon.

                           (ii) Unless otherwise provided in the resolution of
                  the board of directors providing for the issue of any series
                  of Preferred Stock, no holder of shares of any class of the
                  Corporation or of any security of obligation convertible into,
                  or of any warrant, option, or right to purchase, subscribe
                  for, or otherwise acquire, shares of any class of the
                  Corporation, whether now or hereafter authorized, shall, as
                  such holder, have any preemptive right whatsoever to purchase,
                  subscribe for, or otherwise acquire shares of any class of the
                  Corporation, whether now or hereafter authorized.

                           (iii) Anything herein contained to the contrary
                  notwithstanding, any and all right, title, interest, and claim
                  in and to any dividends declared or other distributions made
                  by the Corporation, whether in cash, stock, or otherwise,
                  which are unclaimed by the stockholder entitled thereto for a
                  period of six years after the close of business on the payment
                  date, shall be and be deemed to be extinguished and abandoned;
                  and such unclaimed dividends or other distributions in the
                  possession of the Corporation, its transfer agents, or other
                  agents or depositories, shall at such time become the absolute
                  property of the Corporation, free and clear of any and all
                  claims of any person whatsoever.


                                    Article V
                             Limitation on Liability

         A director of the Corporation shall have no personal liability to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of a 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 the General Corporation Law of Delaware as it may
from time to time be amended or any successor provision thereto, or (iv) for any
transaction from which a director derived an improper personal benefit.

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                                   Article VI
               Business Combinations with Interested Stockholders

         The Corporation elects not to be governed by the provisions of section
203 of the General Corporation Law of Delaware regarding business combinations
with interested shareholders.


                                   Article VII
                     Registered Office and Registered Agent

         The name and address of the Corporation's registered agent in the state
of Delaware is The Corporation Trust Company, 1209 Orange Street, in the city of
Wilmington, county of New Castle, Delaware. Either the registered office or the
registered agent may be changed in the manner provided by law.


                                  Article VIII
                                    Amendment

         The Corporation reserves the right to amend, alter, change, or repeal
all or any portion of the provisions contained in its Certificate of
Incorporation from time to time in accordance with the laws of the state of
Delaware, and all rights conferred on stockholders herein are granted subject to
this reservation.


                                   Article IX
                        Adoption and Amendment of Bylaws

         The bylaws of the Corporation shall be adopted by the board of
directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors, but the stockholders of the
Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws. The
bylaws may contain any provisions for the regulation or management of the
affairs of the Corporation not inconsistent with the laws of the state of
Delaware now or hereafter existing.


                                    Article X
                                    Directors

         The governing board of the Corporation shall be known as the board of
directors. The number of directors comprising the board of directors shall be
fixed and may be increased or decreased from time to time in the manner provided
in the bylaws of the Corporation, except that at no time shall there be less
than one nor more than nine directors.

         The undersigned, being the duly authorized officer of the Corporation
makes this certificate, hereby declaring and certifying that this is his act and
deed and that the facts herein stated are true, and accordingly has hereunto set
his hand this 4th day of April 2001.


                                                  /s/ Kenneth M. Emter
                                                  -----------------------------
                                                  Kenneth M. Emter, Secretary

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