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                                                                     EXHIBIT 3.1


                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        UNISTAR FINANCIAL SERVICE CORP.

         Unistar Financial Service Corp., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:

I. The name of the corporation is Unistar Financial Service Corp., which was
originally incorporated as MW Companies Inc., and the original Certificate of
Incorporation of the corporation was filed with the Secretary of State of the
State of Delaware on December 20, 1985.

II. Pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of
Incorporation of this corporation.

III. The text of the Restated Certificate of Incorporation as heretofore
amended or supplemented is hereby restated and further amended to read in its
entirety as follows:

         1. The name of this corporation (hereinafter called the "Corporation")
is Unistar Financial Service Corp.

         2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, 19801, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

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

         4. The total number of shares of stock which the Corporation shall
have the authority to issue is Two Hundred Five Million (205,000,000), of which
Two Hundred Million (200,000,000) shares shall be Common Stock of the par value
of One Cent ($.01) per share, and Five Million (5,000,000) shares shall be
Preferred Stock, issuable in series, of the par value of One Cent ($.01) per
share, amounting in the aggregate to Two Million Fifty Thousand Dollars
($2,050,000).

                                  COMMON STOCK

                  A. Each share of the Common Stock shall be equal in all
         respects to every other share of the Common Stock. Every holder of the
         Common Stock shall have one vote for each share of such stock held by
         him for the election of directors and upon all other matters.

                  B. In the event of liquidation, dissolution, or winding up of
         the corporation, the par value of all Preferred Stock, together with
         all dividends declared thereon and remaining unpaid to the date fixed
         for distribution of Preferred Stock, shall be paid in full before any
         class of Common Stock or any part thereof or any dividend thereon is
         paid.



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                                PREFERRED STOCK

                  A. The shares of the Preferred Stock may be issued in one or
         more series as may be fixed from time to time by the Board of
         Directors, each of such series to be distinctively designated. The
         Board of Directors is authorized to fix from time to time before
         issuance the designations and the powers, preferences and relative
         rights, and the qualifications, limitations or restrictions of the
         shares of each series of the Preferred Stock, respectively, except for
         such provisions as are applicable to all shares of the Preferred Stock
         irrespective of series.

                  B. All shares of any particular series of Preferred Stock
         shall be alike in every particular, and all shares of all series shall
         rank equally. The shares of Preferred Stock of different series may
         vary as to:

                           (1) The designation of series:

                           (2) The annual dividend rate;

                           (3) The dividend payment dates and the date from
                  which dividends shall be cumulative, if cumulative;

                           (4) The sum payable per share upon the dissolution,
                  liquidation or winding up of the corporation;

                           (5) Whether or not the shares shall be redeemable,
                  and if made redeemable, the redemption price or prices per
                  share and the manner of effecting a redemption;

                           (6) Whether or not the shares of each series shall
                  be made convertible into or exchangeable for other securities
                  of the corporation, and if made convertible or exchangeable,
                  the price or prices or the rate or rates of conversion or
                  exchange, and the adjustments, if any, at which such
                  conversion or exchange may be made;

                           (7) Whether or not there shall be a sinking fund, or
                  other fund analogous thereto, with respect to the shares of
                  each series and the terms and provisions of such fund, if
                  any; and

                           (8) Any other relative, participating, optional or
                  other rights, preferences or limitations of the shares of
                  each series, not inconsistent with the provisions applicable
                  to all shares of the Preferred Stock irrespective of series.

                  C. The following provisions shall apply to all shares of the
         Preferred Stock irrespective of series:

                           (1) The holders of the Preferred Stock of each
                  series at the time outstanding


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                  shall be entitled to receive, but only when and as declared
                  by the Board of Directors, dividends at the rate fixed for
                  such series and no more. Such dividends shall be payable
                  quarter-yearly in cash, stock or other property on such
                  dividend dates as may be fixed for said series, and, if
                  cumulative, shall be cumulative from such date as may be
                  fixed. All dividends accrued or declared (as the case may be)
                  on the Preferred Stock shall be fully paid, or set apart for
                  payment, before any dividends on any class of Common Stock
                  shall be paid or set apart for payment. Accruals for
                  dividends shall not bear interest. Dividends in full shall
                  not be declared and set apart for payment or paid on the
                  Preferred Stock of any series for any particular dividend
                  period unless dividends in full have been paid or are
                  contemporaneously declared and set apart for payment on the
                  Preferred Stock of all series then outstanding, for all the
                  dividend periods terminating at or before the end of the
                  particular dividend period. If the stated dividends on the
                  Preferred Stock are not paid in full, the shares of all
                  series of the Preferred Stock shall share ratably in the
                  payment of dividends including accumulations, if any, in
                  accordance with the sums which would be payable on such
                  shares if all dividends were declared and paid in full.

                           (2) The corporation may, by action of its Board of
                  Directors and in the manner hereinafter provided (except as
                  further or different requirements may by issue resolution be
                  made applicable to a particular series of the Preferred
                  Stock), redeem the whole or any part of any series of the
                  Preferred Stock, at any time or from time to time, by paying
                  the redemption price of the shares of the particular series
                  fixed therefor as herein provided, together with a sum in the
                  case of each share of each series so to be redeemed, computed
                  at the annual dividend rate for the series of which the
                  particular share is a part, from the date from which
                  dividends on such share became cumulative to the date fixed
                  for such redemption, less the aggregate of the dividends
                  theretofore or on such redemption dated paid thereon. No
                  Preferred Stock shall be called for redemption while any
                  dividend for a past dividend period shall be in arrears on
                  any share of any series of said stock.

                           (3) Upon any dissolution, liquidation or winding up
                  of the corporation, whether voluntary or involuntary, the
                  holders of the Preferred Stock of each and every series then
                  outstanding shall be entitled to receive out of the net
                  assets of the corporation, whether capital or surplus, the
                  sums per share fixed for the shares of the respective series
                  and payable upon such dissolution, liquidation or winding up,
                  plus, in the case of each share, an amount equal to the
                  dividends accrued and unpaid thereon, whether or not earned
                  or declared, before any distribution of the assets of the
                  corporation shall be made to the holders of any class of
                  Common Stock.

                  If the assets distributable on such dissolution, liquidation
         or winding up shall be insufficient to permit the payment to the
         holders of the Preferred Stock of the full amounts to which they
         respectively are entitled as aforesaid, then said assets shall be
         distributed ratably among the holders of the respective series of
         Preferred Stock in proportion to the amounts which would be payable on
         such dissolution, liquidation or winding up, if all such


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         amounts were paid in full in preference and priority over the shares
         of any class of Common Stock.

                  The sale, conveyance, exchange or transfer of all or
         substantially all of the property of the corporation, or the merger or
         consolidation into or with any other corporation, shall not be deemed
         a dissolution, liquidation or winding up for the purposes hereof.

                           (4) Nothing herein contained shall limit any legal
                  right of the corporation to purchase or otherwise acquire any
                  shares of the Preferred Stock.

                           (5) No holder of the Preferred Stock of the
                  corporation shall have any preemptive right to purchase or
                  subscribe for any part of the unissued stock of the
                  corporation or of any stock of the corporation to be issued
                  by reason of any increase of the authorized capital stock of
                  the corporation, or to purchase or subscribe for any bonds,
                  certificates or indebtedness, debentures or other securities
                  convertible into or carrying options or warrants to purchase
                  stock or other securities of the corporation or to purchase
                  or subscribe for any stock of the corporation purchased by
                  the corporation or by its nominee or nominees, or to have any
                  other preemptive rights as now or hereafter defined by
                  applicable laws.

                           (6) Except as and to the extent otherwise provided
                  by this Certificate or by issue resolutions relating to
                  shares of a particular series of Preferred Stock or
                  applicable laws, the Preferred Stock shall not entitle any
                  holder thereof to vote at any meeting of stockholders or
                  election of the corporation, or otherwise to participate in
                  any action taken by the corporation or the stockholders
                  thereof. Except when some mandatory provision of law shall be
                  controlling and, as regards the special rights of any series
                  of the Preferred Stock, as provided in the resolutions
                  creating such series, whenever shares of two or more
                  particular series of the Preferred Stock shall be entitled to
                  vote as a separate series on any matter and all shares of the
                  Preferred Stock of all series shall be deemed to constitute
                  but one class for any purpose for which a vote of the
                  stockholders of the corporation by classes may now or
                  hereafter be required.

         5. The Board of Directors is authorized to make, alter or repeal the
Bylaws of the corporation. Election of Directors need not be by ballot.

         6. 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


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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 consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

         7. 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, or by any successor thereto, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to
in or covered by said section. Such right to indemnification 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. The indemnification provided for herein shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

         8. 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.

         IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
restates and integrates and does further amend the provisions of the
Corporation's Certificate of Incorporation and having been duly adopted by the
Board of Directors of the Corporation in accordance with the provisions of
Section 245 of the General Corporation Laws of the State of Delaware, has been
executed this 28th day of June, 1999 by Marc A. Sparks, its authorized officer.


                                      -------------------------------
                                      Marc A. Sparks
                                      Chairman and Chief Executive Officer


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