Exhibit
      3.1




CERTIFICATE
      OF INCORPORATION


OF


BAB
      (DELAWARE), INC.





I
      the
      undersigned, for the purpose of incorporating and organizing a corporation
      under
      the General Corporation Law of the State of Delaware, do hereby execute this
      Certificate of Incorporation and do hereby certify as follows:




ARTICLE
      I


The
      name
      of the Corporation is BAB (Delaware), Inc. (the "Corporation").





ARTICLE
      II


The
      address of the registered office of the Corporation in the State of Delaware
      is
      15 East North Street, in the City of Dover, County of Kent. The name of the
      Corporation's registered agent at that address is Incorporating Services,
      Ltd.




ARTICLE
      III


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 the State
      of
      Delaware as set forth in Title 8 of the Delaware Code (the "DGCL").





ARTICLE
      IV


The
      total
      number of shares of stock which the Corporation shall have authority to issue
      is
      50,000,000 shares of common stock, each having a par value of $0.001, and
      10,000,000 shares of preferred stock, each having a par value of $0.001. The
      Board of Directors of the Corporation is expressly authorized to provide for
      the
      issuance of all or any shares of the preferred stock in one or more classes
      or
      series, and to fix for each such class or series such voting powers, full or
      limited, or no voting powers, and such distinctive designations, preferences
      and
      relative, participating, optional or other special rights and such
      qualifications, limitations or restrictions thereof, as shall be stated and
      expressed in the resolution or resolutions adopted by the Board of Directors
      of
      the Corporation providing for the issuance of such class or series and as may
      be
      permitted by the DGCL, including, without limitation, the authority to provide
      that any such class or series may be (i)
      subject to redemption at such time or times and at such price or prices;
      (ii)entitled to receive dividends (which may be cumulative or non-cumulative)
      at
      such rates, on such conditions, and at such times, and payable in preference
      to,
      or in such relation to, the dividends payable on any other class or classes
      or
      any other series; (iii) entitled to such rights upon the dissolution of, or
      upon
      any distribution of the assets of, the Corporation; (iv) convertible into,
      or
      exchangeable for, shares of any other class or classes of stock of the
      Corporation at such price or prices or at such rates of exchange and with such
      adjustments; and/or (v) entitled to voting rights, including extraordinary
      or
      limited voting rights; all as may be stated in such resolution or resolutions
      of
      the Board of Directors.





ARTICLE
      V


The
      following provisions are inserted for the management of the business and 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:


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(1)
      The
      business and affairs of the Corporation shall be managed by or under the
      direction of the Board of Directors of the Corporation.





(2)
      The
      directors of the Corporation shall have concurrent power with the stockholders
      of the Corporation to make, alter, amend, change, add to or repeal the By-Laws
      of the Corporation.





(3)
      The
      number of directors of the Corporation shall be as from time to time fixed
      by,
      or in the manner provided in, the By-Laws of the Corporation. Election of
      directors of the Corporation need not be by written ballot unless the By-Laws
      of
      the Corporation so provide. A director may be removed, at any time, either
      with
      our without cause, by the affirmative vote of holders of a majority of the
      voting power of shares of stock then entitled to vote with respect to the
      election of such director.





(4)
      No
      director of the Corporation shall be personally liable to the Corporation or
      any
      of its stockholders for monetary damages for breach of fiduciary duty as a
      director, except for liability (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) pursuant to Section 174 of the DGCL, or (iv) for any transaction
      from
      which the director derived an improper personal benefit. Any repeal or
      modification of this Article V shall not adversely affect any right or
      protection of a director of the Corporation existing at the time of such repeal
      or modification with respect to acts or omissions occurring prior to such repeal
      or modification.





(5)
      In
      addition to the powers and authority hereinbefore or by statute expressly
      conferred upon them, the directors of the Corporation 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 DGCL,
      this Certificate of Incorporation, and any By-Laws adopted by the stockholders
      of the Corporation; PROVIDED, HOWEVER, that no By-Laws hereafter adopted by
      the
      stockholders shall invalidate any prior act of the directors of the Corporation
      which would have been valid if such By-Laws had not been adopted.





(6)
      Any
      action required or permitted to be taken by the stockholders of the Corporation
      must be effected at a duly called annual or special meeting of the stockholders
      of the Corporation.





(7)
      Unless otherwise required by law, special meetings of the stockholders of the
      Corporation, for any purpose or purposes, may be called by either (i) the
      Chairman of the Board of Directors of the Corporation, (ii) the Chief Executive
      Officer of the Corporation or (iv) the Board of Directors of the Corporation.
      The stockholders of the Corporation may not call a special meeting of the
      stockholders of the Corporation.





ARTICLE
      VI


Meetings
      of the stockholders of the Corporation may be held within or


without
      the State of Delaware, as the By-Laws of the Corporation may provide. The books
      of the Corporation may be kept (subject to any provision contained in the DGCL)
      outside the State of Delaware at such place or places as may be designated
      from
      time to time by the Board of Directors of the Corporation or in the By-Laws
      of
      the Corporation.


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ARTICLE
      VII


Each
      person who is or was or had agreed to become a director or officer of the
      Corporation, or each such person who is or was serving or who had agreed to
      serve at the request of the Board of Directors or an officer of the Corporation
      as an employee or agent of the Corporation or as a director, officer, employee
      or agent of another corporation, partnership, joint venture, trust or other
      enterprise (including the heirs, executors, administrators or estate of such
      person), shall be indemnified by the Corporation, in accordance with the By-Laws
      of the Corporation, to the full extent permitted from time to time by the
      General Corporation Law of the State of Delaware as the same exists or may
      hereafter be amended (but, in the case of any such amendment, only to the extent
      that such amendment permits the Corporation to provide broader indemnification
      rights than said law permitted the Corporation to provide prior to such
      amendment) or any other applicable laws as presently or hereinafter in effect.
      Without limiting the generality or the effect of the foregoing, the Corporation
      may enter into one or more agreements with any person that provide for
      indemnification greater or different than that provided in this





Article
      VII.


Any
      amendment or repeal of this Article VII shall not adversely affect any right
      or
      protection existing hereunder immediately prior to such amendment or repeal.
      The
      Corporation may, to the extent authorized from time to time by the Board of
      Directors of the Corporation, provide rights to indemnification and to the
      advancement of expenses to employees and agents of the Corporation similar
      to
      those conferred in this Article VII to directors and officers of the
      Corporation. The rights to indemnification and to the advancement of expenses
      conferred in this Article VII shall not be exclusive of any other right which
      any person may have or hereafter acquire under this Certificate of
      Incorporation, the By-Laws of the Corporation, any statute, agreement, vote
      of
      the stockholders of the Corporation or disinterested directors of the
      Corporation or otherwise. Any repeal or modification of this Article VII shall
      not adversely affect any rights to indemnification and to the advancement of
      expenses of a director or officer of the Corporation existing at the time of
      such repeal or modification with respect to any acts or omissions occurring
      prior to such repeal or modification.





ARTICLE
      VIII


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 the DGCL, and all rights conferred upon stockholders herein are
      granted subject to this reservation except that under no circumstances may
      such
      amendment be adopted except as prescribed by Article IV above.





The
      name
      and address of the incorporator is Lawrence D. Rovin, Esquire,


260
      S.
      Broad Street, Philadelphia, Pennsylvania 19102.





IN
      WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named,
      do hereby further certify that the facts hereinabove stated are truly set forth
      and, accordingly, I have hereunto set my hand this 23rd day of August,
      2000.







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Lawrence
      D. Rovin, Esquire


Incorporator


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**CERTIFICATE
      OF OWNERSHIP AND MERGER**


**MERGING**





**BAB
      HOLDINGS, INC.**


(an
      Illinois corporation)





INTO





**BAB
      (DELAWARE), INC.**


(a
      Delaware corporation)





**************





BAB
      Holdings, Inc. (the “Parent Corporation”), a corporation organized and existing
      under the laws of Illinois.


**DOES
      HEREBY CERTIFY THAT:**


**FIRST:** That
      this corporation was incorporated on the 25 th day of
      November, 1992, pursuant to the Business Corporation Act of the State of
      Illinois, the provisions of which permit the merger of a corporation of another
      state and a corporation organized and existing under the laws of the said
      state.


**SECOND** :
      That
      this corporation owns 100% of the outstanding shares of each class of the stock
      of BAB (Delaware), Inc., a corporation incorporated on the 23 rd day of
      August, 2000, pursuant to the General Corporation Law of the State of
      Delaware.


**THIRD** :
      An
      Agreement and Plan of Merger between the constituent corporation s to the merger
      has been approved, adopted, certified, executed and acknowledged by each of
      the
      constituent corporations.


**FOURTH** :
      Pursuant to Section 253(a) of the Delaware General Corporation Law, the board
      of
      directors approved the agreement and plan o merger by unanimous written consent
      on October 18, 2000.


**FIFTH** :
      The
      Certificate of Incorporation of the surviving corporation shall be amended
      by
      this Certificate of Merger in the following manner:


The
      name
      of the surviving corporation shall be changed to:


Planet
      Zanett, Inc.


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**SIXTH** :
      That
      the proposed merger has been adopted, approved, certified, executed and
      acknowledged by the Parent Corporation in accordance with the laws of the State
      of Illinois, under which the corporation was organized.


**SEVENTH** :
      A copy
      of the Agreement and Plan of Merger is on file at the offices of the surviving
      corporation, the address of which is provided below, and a copy of the Agreement
      and Plan of Merger will be furnished, upon request and without any cost, to
      any
      stockholder of the constituent corporation.




135 E. 57thStreet, 15thFloor
              New York, NY 10022









**EIGHTH** :
      Anything herein or elsewhere to the contrary notwithstanding, this merger may
      be
      amended or terminated and abandoned by the Board of Directors of BAB Holdings,
      Inc. at any time prior to the time that this merger filed with the Secretary
      of
      State becomes effective.


**NINTH** :
      The
      Certificate of Ownership and Merger shall be effective upon the date of filing
      with the Secretary of State of Delaware.





**IN
      WITNESS WHEREOF** ,
      said
      BAB Holdings, Inc. has caused this Certificate to be signed by Michael K.
      Murtaugh, its President, this 18 th day of
      October, 2000.





BAB
                HOLDINGS, INC.By:
            /s/
                Michael K. MurtaughName:Michael K. MurtaughTitle:President





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Amendment
      to Certificate of Incorporation





CERTIFICATE
      OF AMENDMENT OF


CERTIFICATE
      OF INCORPORATION OF


PLANET
      ZANETT, INC.


(a
      Delaware Corporation)








PLANET
      ZANETT, INC. (the “Corporation”), a corporation organized and existing under the
      General Corporation Law of the State of Delaware (the “General Corporation
      Law”)





DOES
      HEREBY CERTIFY:





FIRST:
      That on August 26, 2002, the Board of Directors of the corporation duly adopted
      a resolution proposing to amend Article I to the Certificate of Incorporation
      of
      this Corporation (the “Amendment”), declaring said Amendment to be advisable and
      in the best interest of this Corporation and its stockholders;





SECOND:
      That on August 26, 2002, by partial written consent in accordance with Section
      228 of the General Corporation Law, the stockholders of this corporation
      approved the Amendment;





THIRD:
      The Amendment approved by the Board of Directors and stockholders of the
      Corporation reads in its entirety as follows:





“ARTICLE
      1: The name of this corporation shall be ZANETT, INC.”





FOURTH:
      The Amendment was duly adopted and approved in accordance with Section 242
      of
      the General Corporation Law.





FIFTH:
      The Corporation has notified the nonconsenting stockholders of the Corporation
      of the approval of the Amendment by partial written consent in accordance with
      Section 228 of the General Corporation Law





IN
      WITNESS WHEREOF, this Certificate of Amendment of Certificate of Incorporation
      has been signed by the Secretary of this Corporation as of October 8,
      2002.










PLANET
                ZANETT, INC.By:
            /s/
                Pierre-George Roy,Pierre-George
                RoySecretary