EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

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                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   PRIDE, INC.

     PRIDE,  INC., a corporation  organized  and existing  under the laws of the
State of Delaware, hereby certifies as follows:

     1. The name of the  corporation  is Pride,  Inc.  The date of filing of its
original  Certificate of  Incorporation  with the Secretary of State was May 10,
1988.

This Amended and Restated  Certificate of Incorporation  restates and integrates
and further amends the Certificate of Incorporation in its entirety, as follows:

FIRST:  The name of the corporation is MASON HILL HOLDINGS, INC.

SECOND:  The address of its  registered  office in the State of Delaware is 1013
Centre Road, City of Wilmington, 19805, County of New Castle; and the registered
agent of the corporation in the State of Delaware at such address is Corporation
Service Company.

THIRD:  The  nature  of  the  business  or  purposes to be conducted or promoted
by the  corporation  is: To  engage  in any  lawful  act or  activity  for which
corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  (a) The  total  number  of shares  of all  classes  of Stock  which the
Corporation  shall have  authority to issue is TWENTY FIVE MILLION  (25,000,000)
shares.  Of these (i)  TWENTY  MILLION  (20,000,000)  shares  shall be shares of
Common Stock of the par value of $.002 per share; (ii) FIVE MILLION  (5,000,000)
shall be shares of Serial Preferred Stock of the par value of $.001 per share;

     I. The following are the powers,  rights,  qualifications  and restrictions
regarding the remaining shares of Common Stock ("Common Stock").

            COMMON STOCK.  Subject to the rights,  privileges,  preferences  and
priorities  of any  holders of any series of  Preferred  Stock,  the  holders of
record of the Common Stock (i) shall have equal ratable  rights to dividends out
of funds legally  available  therefor,  when, as and if declared by the Board of
Directors of the Corporation and paid to the holders of Common Stock; (ii) shall
be entitled to share ratably in all the assets of the Corporation  available for
distribution  to holders of the  Corporation's  Common  Stock upon  liquidation,
dissolution or winding up of the  Corporation;  (iii) shall not have preemptive,
subscription  or conversion  rights,  or redemption or sinking funds  provisions
applicable thereto;  and (iv) except as otherwise provided herein or by law, the
holders of the Common Stock shall have full voting  rights and powers,  and each
share of Common Stock shall be entitled to one non-cumulative  vote per share on
all matters on which the Corporation's  stockholders may vote at all meetings of
stockholders.  All shares of Common Stock shall be identical  with each other in
every respect."

     II. The following are the powers,  rights,  qualifications and restrictions
regarding the shares of Serial  Preferred  Stock  ("Preferred  Stock" or "Serial
Preferred Stock"):

            SERIAL  PREFERRED  STOCK.  The  Preferred  Stock  may be  issued  in
additional  series,  and shall have such voting powers,  full or limited,  or no
voting powers,  and such designations,  preferences and relative  participating,
optional  or  other  special   rights,   and   qualifications,   limitations  or
restrictions  thereof,  as shall be stated and  expressed in the  resolution  or
resolutions  providing  for the issuance of such stock adopted from time to time
by the Board of  Directors.  The Board of Directors is hereby  expressly  vested
with  the  authority  to  determine  and fix in the  resolution  or  resolutions

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providing for the additional  issuances of additional series of Preferred Stock,
the voting powers, conversion rights, designations,  preferences and rights, and
the qualifications,  limitations or restrictions thereof, of each such series to
the full extent now or hereafter permitted by the laws of the State of Delaware;

FIFTH:   The corporation is to have perpetual existence.

SIXTH: The directors shall have power to make and to alter or amend the By-Laws;
to fix the amount to be reserved as working capital,  and to authorize and cause
to be executed,  mortgages and liens  without  limit as to the amount,  upon the
property and franchises of this Corporation.

            With the consent in writing,  and  pursuant to a vote of the holders
of a majority of the Common Stock issued and  outstanding,  the directors  shall
have  authority  to  dispose,  in any  manner,  of the  whole  property  of this
Corporation.

            The By-Laws shall determine  whether and to what extent the accounts
and books of this  Corporation,  or any of them, shall be open to the inspection
of the  stockholders;  and no stockholder shall have any right of inspecting any
account, or book, or document of this Corporation, except as conferred by Law of
the By-Laws, or by resolution of the stockholders.

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

            It is the intention that the objects,  purposes and powers specified
in the third paragraph  hereof shall,  except where otherwise  specified in said
paragraph,  be in no way limited or restricted by reference to or inference from
the terms of any other clause or paragraph in this Certificate of Incorporation,
but that the objects, purposes and powers specified in the paragraph "THIRD" and
in each of the  clauses or  paragraphs  of this  charter  shall be  regarded  as
independent objects, purposes and powers.

SEVENTH:  Meetings  of  stockholders  may be held within or without the State of
Delaware,  as the By-Laws may provide.  The books of the corporation may be kept
(subject  to any  provision  contained  in the  statutes)  outside  the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors or in the By-Laws of the corporation.  Elections of directors
need not be by written  ballot  unless the By-Laws of the  corporation  shall so
provide.

EIGHTH: 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 statute,  and all rights  conferred upon  stockholders,
directors or any other person herein are granted subject to this reservation.

NINTH:  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)  under  Section 174 of the  Delaware  General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
Delaware  General  Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware General  Corporation Law. Any repeal or modification of this Article by
the  stockholders  of the corporation  shall be prospective  only, and shall not
adversely  affect any limitation on the personal  liability of a director of the
corporation existing at the time of such repeal or modification.
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TENTH:  The  Corporation shall have the power to merge and consolidated with any
corporation or corporations in such manner as may be permitted by law.

ELEVENTH:  The  corporation  elects  not  to  be  governed by Section 203 of the
Delaware General Corporation Law.

4. This Amended and Restated  Certificate of  Incorporation  was duly adopted by
written consent of the stockholders in accordance with the applicable provisions
of  Sections  228,  242 and 245 of the General  Corporation  Law of the State of
Delaware and written  notice of the  adoption of this  Restated  Certificate  of
Incorporation  has  been  given  as  provided  by  Section  228 of  the  General
Corporation Law of the State of Delaware to every  stockholder  entitled to such
notice.

5. This Amended and Restated Certificate of Incorporation shall be effective  on
October 1, 1999.

            IN WITNESS WHEREOF,  said Pride, Inc. has caused this Certificate to
be signed by the undersigned officer this 1st day of October, 1999.

                                                        PRIDE, INC.


                                       By: /s/ Christopher J. Kinsley
                                               ------------------------------
                                               Christopher J. Kinsley, President