Exhibit 3.1

                          CERTIFICATE OF INCORPORATION
                          ----------------------------
                                       OF
                                       --
                                ALL-QUOTES, INC.
                                ----------------


          The  undersigned,  a natural  person,  for the purpose of organizing a
corporation  for conducting the business and promoting the purposes  hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of Delaware  (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental  thereto,  and known,  identified,  and
referred to as the "General  Corporation Law of the State of Delaware"),  hereby
certifies that:

          FIRST:    The  name  of  the   corporation   (hereinafter  called  the
"corporation") is All-Quotes, Inc.

          SECOND:   The address,  including street, number, city, and county, of
the registered  office of the  corporation in the State of Delaware is 229 South
State  Street,  City of  Dover,  County  of  Kent,  19901;  and the  name of the
registered  agent of the corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.

          THIRD:    The purpose  of the  corporation is to  engage in any lawful
 act or activity for which corporations  may  be  organized  under  the  General
Corporation Law of the State of Delaware.

          FOURTH:   The total  number of  shares of stock  which the corporation
shall have authority to issue is thirty million (30,000,000) shares, and the par
value of each share is $.001 per share. All such shares are of one class and are
shares of Common Stock.

          FIFTH:    The name and the  mailing  address of the incorporator is as
follows:

          NAME                                        MAILING ADDRESS
          ----                                         ---------------
          Lucetta M. Billhime                         711 Fifth Avenue
                                                      New York, N.Y. 10022

          SIXTH:    The corporation is to have perpetual existence.


<PAGE>



          SEVENTH:  The Board of  Directors is  expressly  authorized  to adopt,
amend or repeal the by-laws of the corporation.

          EIGHTH:   Elections of directors  need not be by written ballot unless
the by-laws of the corporation shall otherwise provide.

          NINTH:    Whenever a  compromise or  arrangement is  proposed  between
this corporation and its  creditors or any class  of  them  and/or  between this
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  corporation  under
the  provisions  of  Section  291 of  Title  8 of the  Delaware  Code  or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  corporation  under the  provisions  of  Section  279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,  and/or of
the stockholders or class of stockholders of this  corporation,  as the case may
be, to be summoned in such  manner as the said court  directs.  If a majority in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  corporation as a consequence of such compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which said  application  has been made, be
binding  on all the  creditors  or  class  of  creditors,  and/or  on all of the
stockholders or class of stockholders of this  corporation,  as the case may be,
and also on this corporation.

          TENTH:    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  preserved  by statute,  and all rights  conferred  upon
stockholders herein are granted subject to this preservation.

          ELEVENTH:  The corporation  shall, to the fullest extent  permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and  supplemented,  indemnify and advance the expenses of any and
all persons  whom it shall have power to  indemnify  or advance the  expenses of
under said  section  from and  against any and all of the  expenses,  judgments,
fines, amounts paid for settlements,  liabilities,  or other matters referred to
in or  covered by said  section,  and the  indemnification  and  advancement  of
expenses  provided for herein shall not be deemed  exclusive of any other rights
to which  those  seeking  indemnification  or  advancement  of  expenses  may be

                                       -2-



<PAGE>



entitled under any by-law,  agreement,  vote of  stockholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director,  officer,  employee,  or agent and shall
inure to the  benefit  of the heirs,  executors,  and  administrators  of such a
person.

          TWELFTH:  No  director  of the  corporation  shall  be  liable  to the
corporation or its stockholders or 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 or (iv) for
any transaction from which the director derived an improper personal benefit.



     Signed: June 8, 1988                         Lucetta M. Billhime
                                                  ------------------------------
                                                  Incorporator



                                       -3-



<PAGE>





                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                ALL-QUOTES, INC.

                            UNDER SECTION 241 OF THE
                            DELAWARE CORPORATION LAW



Pursuant to the provisions of Section 241 of the Delaware  Corporation  Law, the
undersigned  corporation  adopts the following  Certificate  of Amendment of its
Certificate of Incorporation:

          FIRST:    The name of the corporation is ALL-QUOTES, INC.

          SECOND:   The   Certificate  of  Incorporation   was  filed  with  the
Secretary of State of the State of Delaware on June 9, 1988.

          THIRD:    The Certificate  of  Incorporation  is amended to change the
number of authorized  shares which the corporation shall have authority to issue
from thirty million  (30,000,000) shares with a par value of $.001 per share, to
five-hundred million (500,000,000) shares and the par value for each share shall
be $.00001 per share.

          FOURTH:   To effect  the  foregoing,  Article FOURTH  relating  to the
authorized shares of the corporation is amended to read as follows:

          "FOURTH:  The total  number  of  shares  of stock  which the
                    corporation  shall have authority to issue is five
                    hundred million  (500,000,000) shares, and the par
                    value of each share is $.00001 per share. All such
                    shares  are of one class and are  shares of Common
                    Stock."

          FIFTH:    The corporation  has not received any payment for any of its
stock,  directors of the corporation were not named in the original  Certificate
of Incorporation and have not yet been elected, and this amendment has been duly
adopted by the sole  incorporator  of the corporation in accordance with Section
241 of the Delaware Corporation Law.







<PAGE>



               IN   WITNESS   WHEREOF,   ALL-QUOTES,   INC.,   the   corporation
hereinbefore mentioned, has caused this Certificate of Amendment to be signed in
its  name  by its  sole  incorporator  this  23rd  day of  June,  1988,  and the
statements contained therein are affirmed and true under penalties of perjury.

                                             ALL-QUOTES, INC.



                                             Lucetta M. Billhime
                                             ------------------------------
                                             Lucetta M. Billhime
                                             Incorporator



                                       -2-




<PAGE>




                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                                ALL-QUOTES, INC.


          It is hereby certified that:

          1.   The   name   of   the   corporation   (hereinafter   called   the
"Corporation") is ALL-QUOTES, INC.

          2.   The  Certificate of Incorporation  of the  Corporation  is hereby
amended by striking out Article  FOURTH thereof and by  substituting  in lieu of
said Article FOURTH the following new Article:

          "FOURTH":  The total  number of shares of stock which the  Corporation
shall  have the  authority  to issue is Twenty  Million  (20,000,000)  shares of
Common Stock, par value $0.01 per share."

          On  the  effective  date  of  this   certificate  of  amendment,   the
outstanding common stock of the Corporation shall be reverse split 1-for-100, so
that  each  share  of  Common  Stock,  par  value  $0.00001  per  share,  of the
Corporation  outstanding  prior to such  effective  date shall on such effective
date be converted  into 1/100th of a share of Common Stock,  par value $0.01 per
share.

          The Amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance  with the  provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.

Signed and attested to on
May 19,       1992


                                                  Bronson Conrad
                                                  ------------------------------
                                                  Bronson Conrad, President


Attest:



William Lappen
---------------------------
William Lappen, Secretary




<PAGE>







                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                                ALL-QUOTES, INC.




          It is hereby certified that:

          1.   The   name   of   the   corporation   (hereinafter   called   the
"Corporation") is ALL-QUOTES, INC.

          2.   The  Certificate  of  Incorporation  of the  Corporation  is
hereby amended by striking out Article  FOURTH thereof and by  substituting
in lieu of said Article FOURTH the following new Article:

         "FOURTH:  The total  number of shares of all  classes of stock
which  the  corporation  shall  have  authority  to issue is  Sixty-One  Million
(61,000,000) which are divided into One Million  (1,000,000) shares of Preferred
Stock, par value $.01 per share, and Sixty Million (60,000,000) shares of Common
Stock, par value $.01 per share.

          The shares of  Preferred  Stock may be issued from time to time in one
or more series,  in any manner permitted by law, as determined from time to time
by the Board of Directors, and stated in the resolution or resolutions providing
for the issuance of such shares  adopted by the Board of  Directors  pursuant to
authority hereby vested in it. Without limiting the generality of the foregoing,
shares in such series  shall have such  voting  powers,  full or limited,  or no
voting  powers,  and shall have such  designations,  preferences,  and relative,
participating,   optional,   or  other  special  rights,   and   qualifications,
limitations,  or restrictions  thereof,  permitted by law, as shall be stated in
the resolution or resolutions  providing for the issuance of such shares adopted
by the Board of Directors  pursuant to authority hereby vested in it. The number
of shares of any such series so set forth in such  resolution or resolutions may
be increased  (but not above the total number of authorized  shares of Preferred
Stock)  or  decreased   (but  not  below  the  number  of  shares  thereof  then
outstanding)  by  further  resolution  or  resolutions  adopted  by the Board of
Directors pursuant to authority hereby vested in it."






<PAGE>



          IN WITNESS WHEREOF,  the Amendment of the Certificate of Incorporation
herein  certified  has been duly adopted in  accordance  with the  provisions of
Sections  228 and 242 of the General  Corporation  Law of the State of Delaware.
Prompt written notice of the adoption of the amendment herein certified has been
given to those  stockholders  who have not  consented  in  writing  thereto,  as
provided in Section 228 of the General Corporation Law of the State of Delaware.

Signed and attested to on
October 15, 1995



                                                    Gerald Youngblood
                                                    ---------------------------
                                                    Gerald Youngblood, President



Attest:



Toni McElroy
-----------------------
Toni McElroy, Secretary



                                       -2-




<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                                ALL-QUOTES, INC.




          It is hereby certified that:

               1.  The  name  of  the   corporation   (hereinafter   called  the
"Corporation") is ALL-QUOTES, INC.

               2. The Certificate of  Incorporation of the Corporation is hereby
amended by striking out Article  FIRST  thereof and by  substituting  in lieu of
said Article FIRST the following new Article:

               "FIRST:  The name of the  corporation  (hereinafter  called  the
"corporation") is SunRiver Corporation."


               IN  WITNESS   WHEREOF,   the  Amendment  of  the  Certificate  of
Incorporation  herein  certified  has been duly adopted in  accordance  with the
provisions of Sections 228 and 242 of the General  Corporation  Law of the State
of  Delaware.  Prompt  written  notice of the adoption of the  amendment  herein
certified has been given to those stockholders who have not consented in writing
thereto,  as provided in Section 228 of the General Corporation Law of the State
of Delaware.

Signed and attested to on
November 29, 1995



                                                    Gerald Youngblood
                                                    ----------------------------
                                                    Gerald Youngblood, President


Attest:



Toni McElroy
-----------------------
Toni McElroy, Secretary




<PAGE>




                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              SUNRIVER CORPORATION


                  It is hereby certified that:

                  1.  The  name  of  the  corporation  (hereinafter  called  the
"Corporation") is SUNRIVER CORPORATION.

                  2. The  Certificate  of  Incorporation  of the  Corporation is
hereby amended by striking out Article FIRST thereof and by substituting in lieu
of said Article FIRST the following new Article:

               " FIRST:  The name of the  corporation  (hereinafter  called  the
"corporation") is Boundless Corporation."

                  3. The  Certificate  of  Incorporation  of the  Corporation is
hereby  amended by striking out Article FOURTH  thereof and by  substituting  in
lieu of said Article FOURTH the following new Article:

                  "FOURTH:  The total  number of shares of all  classes of stock
which the  corporation  shall have authority to issue is One Hundred One Million
(101,000,000) which are divided into One Million (1,000,000) shares of Preferred
Stock, par value $.01 per share, and One Hundred Million (100,000,000) shares of
Common Stock, par value $.01 per share.

                  The shares of Preferred  Stock may be issued from time to time
in one or more series,  in any manner  permitted by law, as determined from time
to time by the Board of Directors,  and stated in the  resolution or resolutions
providing  for the  issuance  of such shares  adopted by the Board of  Directors
pursuant to authority  hereby vested in it.  Without  limiting the generality of
the  foregoing,  shares in such series  shall have such voting  powers,  full or
limited, or no voting powers, and shall have such designations, preferences, and
relative, participating,  optional, or other special rights, and qualifications,
limitations,  or restrictions  thereof,  permitted by law, as shall be stated in
the resolution or resolutions  providing for the issuance of such shares adopted
by the Board of Directors  pursuant to authority hereby vested in it. The number
of shares of any such series so set forth in such  resolution or resolutions may





<PAGE>



be increased  (but not above the total number of authorized  shares of Preferred
Stock)  or  decreased   (but  not  below  the  number  of  shares  thereof  then
outstanding)  by  further  resolution  or  resolutions  adopted  by the Board of
Directors pursuant to authority hereby vested in it."

                  IN  WITNESS  WHEREOF,  the  Amendment  of the  Certificate  of
Incorporation  herein  certified  has been duly adopted in  accordance  with the
provisions of Sections 228 and 242 of the General  Corporation  Law of the State
of  Delaware.  Prompt  written  notice of the adoption of the  amendment  herein
certified has been given to those stockholders who have not consented in writing
thereto,  as provided in Section 228 of the General Corporation Law of the State
of Delaware.

Signed and attested to on
May 27, 1997



                                                      J. Gerald Combs
                                                      -------------------------
                                                      Chief Executive Officer


Attest:



Wayne Schroeder
---------------
Secretary




                                        2

<PAGE>




                           CERTIFICATE OF AMENDMENT of

                         CERTIFICATE OF INCORPORATION of

                              BOUNDLESS CORPORATION


                  It is hereby certified that:


                  1.  The  name  of  the  corporation  (hereinafter  called  the
"Corporation") is BOUNDLESS CORPORATION.

                  2. The  Certificate  of  Incorporation  of the  Corporation is
hereby  amended by striking out Article FOURTH  thereof and by  substituting  in
lieu of said Article FOURTH the following new Article:

                  "FOURTH:  The total  number of shares of all  classes of stock
which the  corporation  shall  have  authority  to issue is  Twenty-Six  Million
(26,000,000) which are divided into One Million  (1,000,000) shares of Preferred
Stock, par value $.01 per share, and Twenty-Five Million  (25,000,000) shares of
Common Stock, par value $.01 per share.

                  On  the  effective  date  (the   "Effective   Date")  of  this
Certificate  of  Amendment,  all  outstanding  shares  of  Common  Stock  of the
Corporation  shall be  automatically  combined at the rate of  one-for-ten  (the
"Reverse  Split") without the necessity of any further action on the part of the
holders  thereof or the  corporation,  provided,  however,  that the corporation
shall,  through its transfer agent,  exchange  certificates  representing Common
Stock outstanding immediately prior to the Reverse Split (the "Existing Common")
into new certificates  representing  the appropriate  number of shares of Common
Stock resulting from the combination ("New Common").  No fractional  shares, but
only whole  shares of New Common  shall be issued to any holder of less than ten
(10) shares or any number of shares  which,  when divided by ten (10),  does not
result in a whole number.  In lieu of fractional  shares,  the  corporation  has
arranged for its transfer agent (the "Exchange Agent") to remit payment therefor
on the  following  terms and  conditions  and as set forth in the  corporation's
Information Statement dated March 6, 1998 with respect to the Reverse Split:





<PAGE>



                  The price payable by the corporation for fractional  shares of
Existing Common, certificates for which are surrendered to the Exchange Agent in
connection  with the  Reverse  Split,  shall be equal to the  product of (a) the
number of such shares which cannot be exchanged  for a whole number of shares of
New Common and (b) the  average of the  closing  price of one share of  Existing
Common as  reported  on The Nasdaq  SmallCap  Market for the ten  business  days
immediately  preceding the Effective Date for which transactions in the Existing
Common are reported. The par value of the Common Stock shall remain as otherwise
provided in Article FOURTH of this Certificate of Incorporation and shall not be
modified as a result of the Reverse  Split.  From and after the Effective  Date,
certificates  representing  shares of Existing  Common shall  represent only the
right of the  holders  thereof to receive  New  Common and  payment as  provided
herein for any fractional shares of Existing Common.


                  From and after the  Effective  Date,  the term "New Common" as
used in this  Article  FOURTH  shall  mean  Common  Stock  as  provided  in this
Certificate of Incorporation.

                  The shares of Preferred  Stock may be issued from time to time
in one or more series,  in any manner  permitted by law, as determined from time
to time by the Board of Directors,  and stated in the  resolution or resolutions
providing  for the  issuance  of such shares  adopted by the Board of  Directors
pursuant to authority  hereby vested in it.  Without  limiting the generality of
the  foregoing,  shares in such series  shall have such voting  powers,  full or
limited, or no voting powers, and shall have such designations, preferences, and
relative, participating,  optional, or other special rights, and qualifications,
limitations,  or restrictions  thereof,  permitted by law, as shall be stated in
the resolution or resolutions  providing for the issuance of such shares adopted
by the Board of Directors  pursuant to authority hereby vested in it. The number
of shares of any such series so set forth in such  resolution or resolutions may
be increased  (but not above the total number of authorized  shares of Preferred
Stock)  or  decreased   (but  not  below  the  number  of  shares  thereof  then
outstanding)  by  further  resolution  or  resolutions  adopted  by the Board of
Directors pursuant to authority hereby vested in it."




                                       -2-


<PAGE>



                  IN  WITNESS  WHEREOF,  the  Amendment  of the  Certificate  of
Incorporation  herein  certified  has been duly adopted in  accordance  with the
provisions of Sections 228 and 242 of the General  Corporation  Law of the State
of  Delaware.  Prompt  written  notice of the adoption of the  amendment  herein
certified has been given to those stockholders who have not consented in writing
thereto,  as provided in Section 228 of the General Corporation Law of the State
of  Delaware.  The  undersigned  does  affirm  the  foregoing  as true under the
penalties of perjury this 25th day of March, 1998.





                                                      /s/ J. Gerald Combs
                                                     -----------------------
                                                     J. GERALD COMBS,
                                                     Chairman and
                                                     Chief Executive Officer




                                       -3-