CERTIFICATE OF INCORPORATION

                                       OF

                          CATALYST LIGHTING GROUP, INC.

        (Pursuant to Section 102 of the Delaware General Corporation Law)

      1. The name of the corporation is Catalyst Lighting Group, Inc. (the
"Corporation").

      2. The address of its registered office in the State of Delaware is 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.
The name of its registered agent at such address is the Corporation Service
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 (the "DGCL").

      4. The Corporation is to have perpetual existence.

      5. The total number of shares of capital stock which the Corporation shall
have authority to issue is: Two Hundred (200) shares of common stock, par value
$.001 per share (the "Common Stock").

      Holders of shares of Common Stock shall be entitled to cast one vote for
each share held at all stockholders' meetings for all purposes, including the
election of directors. The Common Stock does not have cumulative voting rights.

      6. The Board of Directors shall have the power to adopt, amend or repeal
the by-laws of the Corporation.

      7. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for 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. If
the DGCL 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 DGCL. No
amendment to or repeal of this Article 8 shall apply to or have any effect on
the liability or alleged liability of any director of the Corporation for or
with respect to any acts or


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omissions of such director occurring prior to such amendment.

      8. The Corporation shall indemnify, to the fullest extent permitted by
Section 145 of the DGCL, as amended from time to time, each person that such
section grants the Corporation the power to indemnify.

      9. The name and mailing address of the incorporator is Jodi Zotkow, c/o
Feldman Weinstein LLP, 420 Lexington Avenue, Suite 2620, New York, New York
10170.

      IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore
named, has executed, signed and acknowledged this certificate of incorporation
this 29th day of August, 2003.

                                        ________________________________________
                                        Jodi S. Zotkow
                                        Incorporator


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