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                                                                     EXHIBIT 3.1

                              TERMINATION AGREEMENT

     This Termination Agreement ("Agreement"), made this 21 day of July, 2000
(the "Effective Date"), is between Thomas O'Rourke ("Employee") and DME
Interactive Holdings Inc. ("DME" or "Company"), a Delaware corporation.

                                   WITNESSETH:

     WHEREAS, the Company and Employee previously entered into (i) an Employment
Agreement dated April 18, 2000 and (ii) a Stock Option Agreement dated May 11,
2000 ("Option") and the Company and Employee now desire to terminate certain of
their respective rights and obligations under such agreements in accordance with
the terms and provisions of this Termination Agreement.

     WHEREAS, the Company and Employee have agreed upon the terms of Employee's
separation from employment as hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, it is hereby agreed by and between the Company and
Employee as follows:

     1. AMICABLE AGREEMENT. Employee and the Company agree that the relationship
between Employee and the Company, the terms and conditions of the separation
which are specified in this agreement are fair and equitable, that the Company
has appreciated and appreciates the skill, ability, dedication and integrity of
Employee, that Employee has appreciated and appreciates the skill, ability,
dedication and integrity of the Company as a whole and of his subordinates,
superiors and peers within the Company, and that the decision to change
Employee's employment relationship is without rancor on either side. Employee
shall not make any derogatory comment concerning the Company or Company
Affiliates or any of their current or former officers, directors or employees,
which results, or is reasonably expected to result, in any material adverse
effect on the business or reputation of any such entity or person. The Company
and Company Affiliates shall not make any derogatory comment concerning Employee
which results, or is reasonably expected to result, in any material adverse
effect on the business or reputation of Employee.

     2. RESIGNATION. Employee resigns and the Company accepts the Employee's
resignation as an employee of the Company and all Company Affiliates, effective
the close of business June 12, 2000 (the "Resignation Date").

     3. COMPANY PAYMENTS AND OTHER OBLIGATIONS.

          (a) Except as provided herein, the Company shall have no obligation to
make any further payment to Employee (including without limitation past or
accrued salary, vacation pay,


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severance pay, executive incentive plan bonuses or any other bonuses,
performance incentive award plan payments, stock option awards, pension
contributions or payments) and shall have no obligation to provide Employee with
any fringe benefits (including without limitation life insurance, dental
insurance, health and medical insurance, and disability protection), an office
or other amenities.

          (b) The Option became fully vested upon the termination of Employee's
Employment. Employee agrees to exchange the Option for, and to surrender the
Option to, the Company in consideration of the issuance to Employee of five
hundred thousand (500,000) shares of Company common stock.

     4. RELEASES.

          (a) Employee and Company agree that both parties are hereby released
and discharged of their respective obligations, now existing or hereafter
arising, under the Employee and Stock Option agreements referenced in the first
paragraph of this Agreement and that such agreements are hereby terminated with
no further force or effect.

          (b) Employee agrees that he hereby waives any right to employment,
reinstatement or reemployment with the Company or any Company Affiliate and
specifically agrees that he will not apply for same.

          (c) In consideration of the payments and other undertakings of the
Company and the undertakings of Employee, described in this Agreement, and other
good and sufficient consideration provided by the parties, the receipt of which
is hereby acknowledged, Employee hereby, for himself, his heirs, legal
representatives, successors and assigns, releases and discharges the Company and
the Company Affiliates and its and their respective officers, directors,
employees, successors and assigns, and the Company and Company Affiliates
hereby, for themselves, their respective successors and assigns, release and
discharge Employee, his heirs, legal representatives, successors and assigns,
from all actions, causes of action, suits, debts, accounts, sums of money,
damages, judgments, claims and demands whatsoever, in law or in equity, known or
unknown, which either hereafter can, shall or may have against the other for,
upon or by reason of any matter, cause or thing whatsoever from the beginning of
the world to the date of this Agreement, including without limitation all claims
arising out of or by reason of the termination of Employee's employment, EXCEPT
ONLY those arising out of the performance by the Company and Company Affiliates
(to the extent that such rights survive the termination of Employee's
employment).

     5. CONFIDENTIAL INFORMATION; COMPANY PROPERTY; NONSOLICITATION. By and in
consideration of the compensation and benefits to be provided by the Company
hereunder, including the severance arrangements set forth herein, Employee
agrees that:

          (a) Employee shall hold in a fiduciary capacity for the benefit of the
Company all secret or confidential information, knowledge or data relating to
the Company or any Company Affiliates, and their respective businesses, (i)
obtained by Employee during his employment by the Company or any Company
Affiliates and (ii) not otherwise public knowledge (other than by reason


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of an unauthorized act by Employee). After termination of Employee's employment
with the Company, Employee shall not, without the prior written consent of the
Company, unless compelled pursuant to an order of a court or other body having
jurisdiction over such matter, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.

          (b) Except as expressly provided herein, promptly following the
Employee's termination of employment, Employee shall return to the Company all
property of the Company and all copies thereof in Employee's possession or under
his control, except that Employee may retain his personal notes, diaries,
Rolodexes, calendars and correspondence.

     6. ARBITRATION.

          (a) EXCLUSIVE REMEDY. If Employee and the Company cannot resolve a
dispute, arising under any legal theory or based on federal, state, or local
statute, or common law (including any claims of discrimination), that in any way
arises out of, relates to, or is connected with this Agreement (a "Dispute")
then it shall be settled by final and binding arbitration, except that this
Paragraph does not apply to any legal action by the Company or Employee for
injunctive or other equitable relief (including, but not limited to, any claim
for unfair competition or unauthorized use or disclosure of trade secrets or
other confidential information). Arbitration shall be the exclusive remedy for
any Dispute either party may bring against the other, or against any employee,
officer, director or agent of the other.

          (b) PROCEDURE. The arbitration shall be conducted in accordance with
the rules of the American Arbitration Association and shall be conducted in New
York, New York Any Dispute submitted to arbitration shall be decided by a
single, neutral arbitrator (the "Arbitrator"). The parties to the arbitration
shall mutually select the Arbitrator not later than forty-five (45) days after
service of the demand for arbitration. If the parties for any reason do not
mutually select the Arbitrator within the forty-five (45) day period, then
either party may apply to any court of competent jurisdiction to appoint an
Arbitrator, chosen in accordance with the rules of the American Arbitration
Association.

     7. ENTIRE AGREEMENT. This Agreement contains the entire understanding of
the parties hereto relating to the subject matter hereof and cannot be changed
or altered orally.

     8. GOVERNING LAW. This Agreement shall, in all respects, be governed by the
laws of the State of New York.

     9. SEVERABILITY. The invalidity or unenforceability of any provisions of
this Agreement in any circumstance shall not affect the validity or
enforceability of such provision in any other circumstance or the validity or
enforceability of any other provision of this Agreement, and except to the
extent such provision is invalid or unenforceable, this Agreement shall remain
in full force and effect. Any provision in this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent that such prohibition or unenforceability without
invalidating or affecting the remaining provisions hereof in such


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jurisdiction, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.

     10. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by registered mail, to
his then residence in the case of Employee or to its principal office in the
case of the Company, and shall be deemed given when deposited in the United
States mails, postage prepaid.

     11. SUCCESSORS.

          (a) This Agreement is personal to Employee and, without the prior
written consent of the Company, shall not be assignable by Employee otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by Employee's legal representatives.

          (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors. The Company shall require any successor to all
or substantially all of the business and/or assets of the Company, whether
direct or indirect, by purchase, merger, consolidation, acquisition of stock, or
otherwise, by an agreement in form and substance satisfactory to Employee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent as the Company would be required to perform if no such
succession had taken place.

     In witness whereof, the parties have caused this Agreement to be duly
executed as of the date first above written.

THOMAS O'ROURKE                         DME INTERACTIVE HOLDINGS, INC.


/s/THOMAS O'ROURKE                      By: /s/DARIEN DASH
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