EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                           NATIONAL PIZZA CORPORATION

     National Pizza Corporation (the "Corporation"), a corporation organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware (the "Delaware General Corporation Law"), does hereby certify that:

     FIRST:  The name of the  Corporation is National Pizza  Corporation and the
Corporation  was  originally  incorporated  on September 7, 2001 pursuant to the
Delaware General Corporation Law under the name National Pizza Corporation.

     SECOND:  The  Corporation's  Board of Directors and stockholders  acting in
accordance  with the  applicable  provisions  of Section 228, 242 and 245 of the
Delaware General Corporation Law have duly adopted and approved this Amended and
Restated  Certificate  of  Incorporation  in order to restate and  integrate and
amend the Certificate of Incorporation of the Corporation (as heretofore amended
and supplemented) as follows:

     NOW,  THEREFORE,  BE IT RESOLVED,  that the Certificate of Incorporation of
the Corporation be amended and restated in its entirety as follows:

                                    ARTICLE I
                               NAME OF CORPORATION

      The name of the Corporation is BSP Onelink, Inc. (the "Corporation").

                                   ARTICLE II
                                REGISTERED OFFICE

     The address,  including street, number, city, and county, of the registered
office of the  corporation in the State of Delaware is 615 South DuPont Highway,
Dover,  Delaware 19901,  County of Kent; and the name of the registered agent of
the  corporation in the State of Delaware at such address is National  Corporate
Research, Ltd.

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                                   ARTICLE III
                                     PURPOSE

     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 (the "DGCL").



                                   ARTICLE IV
                                AUTHORIZED STOCK

     The total  number of shares of all classes of stock  which the  Corporation
shall have  authority to issue shall be one hundred  five million  (105,000,000)
shares, of which one hundred million (100,000,000) shares shall be common stock,
par value  $0.001 per share (the "Common  Stock") and five  million  (5,000,000)
shares shall be  preferred  stock,  par value  $0.001 per share (the  "Preferred
Stock"). All of the shares of Common Stock shall be of one class.

     The shares of Preferred Stock shall be undesignated Preferred Stock and may
be issued from time to time in one or more series  pursuant to a  resolution  or
resolutions  providing  for such  issuance  and  duly  adopted  by the  Board of
Directors of the  Corporation,  authority to do so being hereby expressly vested
in the  Corporation's  Board of  Directors.  The Board of  Directors  is further
authorized  to  determine  or alter  the  rights,  preferences,  privileges  and
restrictions  granted to or imposed upon any wholly unissued series of Preferred
Stock and to fix the number of shares of any series of  Preferred  Stock and the
designation of any such series of Preferred Stock. The Board of Directors of the
Corporation,  within the limits and  restrictions  stated in any  resolution  or
resolutions  of the Board of  Directors  originally  fixing the number of shares
constituting  any series,  may increase or decrease (but not below the number of
shares in any such series then  outstanding)  the number of shares of any series
subsequent to the issuance of shares of that series.

     The authority of the Board of Directors of the Corporation  with respect to
each such class or series of Preferred Stock shall include,  without  limitation
of the foregoing, the right to determine and fix:

          1.   the  distinctive  designation  of such  class or  series  and the
               number of shares to constitute such class or series;

          2.   the rate at which dividends on the shares of such class or series
               shall be  declared  and paid or set  aside for  payment,  whether
               dividends  at the  rate so  determined  shall  be  cumulative  or
               accruing, and whether the shares of such class or series shall be
               entitled to any  participating  or other dividends in addition to
               dividends at the rate so determined, and if so, on what terms;

          3.   the right or  obligation,  if any, of the  Corporation  to redeem
               shares of the particular  class or series of Preferred Stock and,
               if redeemable, the price, terms and manner of such redemption;

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          4.   the special and relative rights and preferences,  if any, and the
               amount or amounts  per  share,  which the shares of such class or
               series of  Preferred  Stock shall be entitled to receive upon any
               voluntary or involuntary  liquidation,  dissolution or winding up
               of the Corporation;

          5.   the terms and conditions, if any, upon which shares of such class
               or series shall be convertible  into, or exchangeable for, shares
               of  capital  stock of any other  class or series,  including  the
               price or prices or the rate or rates of  conversion  or  exchange
               and the terms of adjustment, if any;

          6.   the obligation,  if any, of the Corporation to retire,  redeem or
               purchase  shares of such  class or series  pursuant  to a sinking
               fund or fund of a similar nature or otherwise,  and the terms and
               conditions of such obligations;

          7.   voting  rights,  if any, on the issuance of additional  shares of
               such class or series or any  shares of any other  class or series
               of Preferred Stock;

          8.   limitations, if any, on the issuance of additional shares of such
               class or  series or any  shares  of any other  class or series of
               Preferred Stock;

          9.   such  other  preferences,  powers,  qualifications,   special  or
               relative rights and privileges  thereof as the Board of Directors
               of the Corporation, acting in accordance with this Certificate of
               Incorporation,  may deem advisable and are not inconsistent  with
               the law and the provisions of this Certificate of Incorporation.

                                    ARTICLE V
                              ELECTION OF DIRECTORS

     The election of directors of the Corporation  need not be by written ballot
unless otherwise required by the by-laws of the Corporation.

                                   ARTICLE VI
                                     BY-LAWS

     In furtherance and no in limitation of the powers  conferred by the laws of
the State of Delaware,  the Board of Directors of the  Corporation  is expressly
authorized to make, alter and repeal by-laws of the Corporation,  subject to the
power of the  stockholders  of the  Corporation  to alter or repeal any  by-law,
whether adopted by them or otherwise.

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                                  ARTICLE VII
                               NUMBER OF DIRECTORS

     The number of directors that  constitutes  the entire Board of Directors of
the Corporation shall be as specified in the by-laws of the Corporation.

                                  ARTICLE VIII
                            MEETINGS OF STOCKHOLDERS

     Meetings of  stockholders  of the Corporation may be held within or without
the State of Delaware,  as the by-laws of the Corporation may provide. The books
of the  Corporation  may  be  kept  (subject  to any  provisions  of  applicable
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 the Corporation.

                                   ARTICLE IX
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS;
                      LIMITATION OF LIABILITY OF DIRECTORS;
                         personal liability of directors

     1. (a) Each person who was or is made a party or is threatened to be made a
party to or is otherwise  involved in any action,  suit or proceeding (except as
provided in Article IX, Section 1(f)) whether civil, criminal or administrative,
(a  "Proceeding"),  or is contacted by any  governmental  or regulatory  body in
connection with any investigation or inquiry (an "Investigation"),  by reason of
the fact that he or she is or was a director or executive  officer (as such term
is  utilized  pursuant to  interpretations  under  Section 16 of the  Securities
Exchange Act of 1934) of the  Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans (an  "Indemnitee"),  whether the basis of
such Proceeding or Investigation is alleged action in an official capacity or in
any other capacity as set forth above shall be indemnified  and held harmless by
the Corporation to the fullest extent authorized by the DGCL, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the
extent  that  such  amendment   permits  the   Corporation  to  provide  broader
indemnification  rights than such law permitted the Corporation to provide prior
to  such  amendment),   against  all  expense,  liability  and  loss  (including
attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid in  settlement)  reasonably  incurred  or suffered  by such  Indemnitee  in
connection therewith and such indemnification shall continue as to an Indemnitee
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the Indemnitee's heirs,  executors and administrators.  The right
to indemnification conferred in this Section shall be a contract right and shall
include  the  right  to be paid by the  Corporation  the  expenses  incurred  in
defending  any  such  Proceeding  in  advance  of  its  final   disposition  (an
"Advancement of Expenses"); provided, however, that such Advancement of Expenses
shall be made only upon delivery to the Corporation of an undertaking,  by or on
behalf  of such  Indemnitee,  to  repay  all  amounts  so  advanced  if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further right to appeal that such  Indemnitee is not entitled to be  indemnified
for such expenses under this Section or otherwise (an "Undertaking").

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     (b) If a claim under  Section  1(a) is not paid in full by the  Corporation
within 60 days  after a  written  claim has been  received  by the  Corporation,
except in the case of a claim for an Advancement of Expenses,  in which case the
applicable  period shall be 20 days, the  Indemnitee may at any time  thereafter
bring suit against the Corporation to recover the unpaid amount of the claim. If
successful  in  whole or in part in any such  suit or in a suit  brought  by the
Corporation to recover an  Advancement  of Expenses  pursuant to the terms of an
Undertaking,  the  Indemnitee  shall be  entitled to be paid also the expense of
prosecuting or defending such suit. In

               (i) any suit  brought  by the  Indemnitee  to  enforce a right to
          indemnification hereunder (but not in a suit brought by the Indemnitee
          to  enforce  a right  to an  Advancement  of  Expenses)  it shall be a
          defense that, and

               (ii) any suit by the  Corporation  to recover an  Advancement  of
          Expenses pursuant to the terms of an Undertaking the Corporation shall
          be entitled to recover such expenses upon a final adjudication that,

the Indemnitee  has not met the applicable  standard of conduct set forth in the
DGCL. Neither the failure of the Corporation  (including its board of directors,
independent  legal counsel,  or its  stockholders)  to have made a determination
prior to the commencement of such suit that indemnification of the Indemnitee is
proper  in the  circumstances  because  the  Indemnitee  has met the  applicable
standard of conduct set forth in the DGCL,  nor an actual  determination  by the
Corporation (including its board of directors, independent legal counsel, or its
stockholders)  that the  Indemnitee  has not met  such  applicable  standard  of
conduct or, in the case of such a suit brought by the  Indemnitee,  be a defense
to  such  suit.  In any  suit  brought  by the  Indemnitee  to  enforce  a right
hereunder,  or by the Corporation to recover an Advancement of Expenses pursuant
to the terms of an undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified or to such Advancement of Expenses under this Section
or otherwise shall be on the Corporation.

     (c) The  rights  to  indemnification  and to the  Advancement  of  Expenses
conferred  in this  Article IX,  Section 1 shall not be  exclusive  of any other
right which any person may have or hereafter  acquire  under any  statute,  this
certificate  of  incorporation,   bylaw,  agreement,  vote  of  stockholders  or
disinterested directors or otherwise.

     (d) The  Corporation  may maintain  insurance,  at its expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the DGCL.

     (e) The Corporation may, to the extent  authorized from time to time by the
board of directors,  grant rights to  indemnification  and to the Advancement of
Expenses,  to any employee or agent of the  Corporation to the fullest extent of
the  provisions  of  this  Section  with  respect  to  the  indemnification  and
Advancement of Expenses of directors, and executive officers of the Corporation.

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     (f) Notwithstanding  the  indemnification  provided for by this Article IX,
Section 1, the Corporation's  bylaws, or any written  agreement,  such indemnity
shall not include any expenses,  liabilities or losses including but not limited
to advancement of expenses incurred by such Indemnitiees  relating to or arising
from any Proceeding in which the Corporation  asserts a direct claim (as opposed
to a  stockholders'  derivative  action) against the  Indemnitees,  whether such
claim by the  Corporation  is  termed  a  complaint,  counterclaim,  crossclaim,
third-party complaint or otherwise.

     2. (a) No director  shall be personally  liable to the  Corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
provided, however, that the foregoing shall not eliminate or limit the liability
of a director of the  Corporation  (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 DGCL or (iv) for any transaction  from which
the director derived an improper personal  benefit.  If the DGCL is subsequently
amended  to further  eliminate  or limit the  liability  of a  director,  then a
director  of the  Corporation,  in  addition  to the  circumstances  in  which a
director is not personally liable as set forth in the preceding sentence,  shall
not be liable to the fullest extent  permitted by the amended DGCL. For purposes
of this Article X,  "fiduciary  duty as a director"  shall include any fiduciary
duty  arising  out of service  at the  Corporation's  request  as a director  of
another  corporation,  partnership,  joint  venture  or  other  enterprise,  and
"personal  liability to the Corporation or its  stockholders"  shall include any
liability to such other corporation,  partnership, joint venture, trust or other
enterprise  and any liability to the  Corporation  in its capacity as a security
holder, joint venturer, partner, beneficiary,  creditor or investor of or in any
such corporation, partnership, joint venture, trust or other enterprise.

     (b) Neither any  amendment nor repeal of this Article X nor the adoption of
any  provision  of this  Certificate  of  Incorporation  inconsistent  with this
Article X shall  eliminate  or reduce the effect of this Article X in respect of
any matter occurring,  or any cause of action,  suit or claim that, but for this
Article X, would accrue or arise, prior to such amendment, repeal or adoption of
an inconsistent provision.


                                    ARTICLE x
                            COMPROMISE OR ARRANGEMENT

     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 on the  application  of any receiver or receivers  appointed for
this Corporation under Section 291 of the DGCL or on the application of trustees
in  dissolution or of any receiver or receivers  appointed for this  Corporation
under  Section  279 of the DGCL,  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.

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                                   ARTICLE XI
             AMENDMENT OF PROVISIONS OF CERTIFICATE OF INCORPORATION

     The  Corporation  reserves the right at any time, and from time to time, to
amend, alter,  change or repeal any provisions  contained in this Certificate of
Incorporation,  and other provisions  authorized by the State of Delaware at the
time  in  force  may be  added  or  inserted,  in the  manner  now or  hereafter
prescribed by statute,  and all rights  conferred upon  stockholders  herein are
granted subject to this reservation.

                                      * * *

     THIRD: The foregoing  amendment and restatement was approved by the holders
of the requisite number of shares of said Corporation in accordance with Section
228 of the Delaware General Corporation Law.

     FOURTH:  The  foregoing  amendment  and  restatement  was duly  adopted  in
accordance  with the  provisions  of Sections  228,  242 and 245 of the Delaware
General Corporation Law.

     I, THE UNDERSIGNED, being the president hereinbefore named, for the purpose
of forming a corporation  pursuant to the Delaware  General  Corporation Law, do
make this  certificate,  hereby declaring and certifying that this is my act and
deed and the facts herein stated are true, and accordingly  have hereunto set my
hand this 10th day of September, 2002.




                                                                /s/ Hershey Moss
                                                                ----------------
                                                                Hershey Moss

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