EXHIBIT
3.1f




FORM OF
RESTATED





CERTIFICATE
OF INCORPORATION





OF





DELTA
MUTUAL, 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 Delta
Mutual, Inc.





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





THIRD:
The nature of the business and purposes to be conducted
and promoted by the corporation are as follows: to conduct a mortgage
company.  To conduct any lawful business, to promote any lawful
purpose, and 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 corporation is authorized to issue two classes of shares of stock,
designated “Common Stock” and “Preferred Stock”.  The total number of
shares that the corporation is authorized to issue is Two Hundred Sixty Million
(260,000,000) shares. The number of shares of Common Stock authorized is Two
Hundred Fifty Million (250,000,000) shares, $0.0001 par value per
share.  The number of shares of Preferred Stock authorized is Ten
Million (10,000,000) shares, $0.0001 par value per share.




Authority
is hereby expressly vested in the Board of Directors of the corporation, subject
to the provisions of this  Article FOURTH and to the limitations
prescribed  by law, to authorize the issue from time to time of one or
more series of Preferred Stock and with respect to each such series to fix by
resolution or resolutions adopted by the affirmative vote of a majority of the
whole Board of Directors providing for the issue of such series, the voting
powers, full or limited, if any, of the shares of such series and the
designations, preferences and relative, participating, optional or other special
rights and the qualifications, limitations or restrictions thereof. The
authority of the Board of Directors with respect to each series shall include,
but not be limited to, the determination or fixing of the
following:




(a)  The
number of shares constituting the series and the designation of such
series;




(b) The
dividend rate on the shares of such series, the conditions and dates upon which
such dividends shall be payable, the relation which such dividends shall bear to
the  dividends payable on any other class or classes or series of the
corporation’s capital stock, and whether such dividends shall be cumulative or
non-cumulative;




Page
1




(c)  Whether
the shares of such series shall be subject to redemption by the corporation at
the option of either the corporation or the holder or both or upon the happening
of a specified event, and, if made subject to any such redemption, the times or
events, prices and other terms and conditions of such redemption;




(d)  The
terms and amount of any sinking fund provided for the purchase or redemption of
the shares of such series;




(e)  Whether
or not the shares of such series shall be convertible into, or exchangeable for,
at the option of either the holder or the corporation or upon the happening of a
specified event, shares of any other class or classes or any other series of the
same or any other class or classes of the corporation’s capital stock, and, if
provision be made for conversion or exchange, the times or events, prices,
rates, adjustments, and other terms and conditions of such conversions or
exchanges;




(f)  The
restrictions, if any, on the issue or reissue of any additional Preferred
Stock;




(g) The
rights of the holders of the shares of such series upon the voluntary or
involuntary liquidation, dissolution or winding up of the corporation, and the
relative rights of priority, if any, of payment of shares of that series;
and




(h)  The
provisions as to voting, optional and/or other special rights and preferences,
if any.




Dividends
on outstanding shares of Preferred Stock shall be paid or declared and set apart
for payment before any dividends shall be paid or declared and set apart for
payment on the Common Stock with respect to the same dividend
period.




If upon
any voluntary or involuntary liquidation, dissolution or winding up of the
corporation, the assets available for distribution to holders of shares of
Preferred Stock of all series shall be insufficient to pay such holders the full
preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of Preferred Stock in
accordance with the respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.





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





NAME
              MAILING
      ADDRESSCharles G. Youngblood
              4
      Tower PlaceAlbany,
      New York 12203





SIXTH:
The corporation is to have perpetual existence.





SEVENTH:
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 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 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 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.




Page
2




EIGHTH:
For the management of the business and for the conduct of the affairs of the
corporation, and in further definition, limitation, and regulation of the powers
of the corporation and of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided:





1.  The
management of the business and the conduct of the affairs of the corporation
shall be vested in its Board of Directors.  The number of directors
which shall constitute the whole Board of Directors shall be fixed by, or in the
manner provided in, the Bylaws.  The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the same meaning, to
wit, the total number of directors which the corporation would have if there
were no vacancies. No election of directors need be by written
ballot.





2.  After
the original or other Bylaws of the corporation have been adopted, amended, or
repealed, as the case may be, in accordance with the provisions of Section 109
of the General Corporation Law of the State of Delaware, and, after the
corporation has received any payment for any of its stock, the power to adopt,
amend, or repeal the Bylaws of the corporation may be exercised by the Board of
Directors of the corporation; provided, however, that any provision for the
classification of directors of the corporation for staggered terms pursuant to
the provisions of subsection (d) of Section 141 of the General Corporation Law
of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw
adopted by the stockholders entitled to vote of the corporation unless
provisions for such classification shall be set forth in this certificate of
incorporation.





3.  Whenever
the corporation shall be authorized to issue only one class of stock, each
outstanding share shall entitle the holder thereof to notice of, and the right
to vote at, any meeting of stockholders.  Whenever the corporation
shall be authorized to issue more than one class of stock, no outstanding share
of any class of stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the right to
vote at any meeting of stockholders except as the provisions of paragraph (2) of
subsection (b) of Section 242 of the General Corporation Law of the State of
Delaware shall otherwise require; provided, that no share of any such class
which is otherwise denied voting power shall entitle the holder thereof to vote
upon the increase or decrease in the number of authorized shares of said
class.





NINTH:
The personal liability of the directors of the corporation is hereby eliminated
to the fullest extent permitted by the provisions of paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.


Page
3


TENTH:
The corporation shall, to the fullest extent permitted by the provisions of
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, 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, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's 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
person.





ELEVENTH:
From time to time any of the provisions of this certificate of incorporation may
be amended, altered, or repealed, and other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted in the
manner and at the time prescribed by said laws, and all rights at any time
conferred upon the stockholders of the corporation by this certificate of
incorporation are granted subject to the provisions of this Article
ELEVENTH.





Signed on
November 17th, 1999.





/S/
      Charles G. YoungbloodCharles
      G. Youngblood, Incorporator




Page
4