EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                              SYNERGX SYSTEMS INC.
                                  (as amended)


     I,  the  undersigned,  in  order  to form a  corporation  for the  purposes
hereinafter  stated,  under  and  pursuant  to the  provisions  of  the  General
Corporation Law of the State of Delaware, do hereby certify as follows:

     FIRST: The name of the corporation is Synergx Systems Inc.

     SECOND:  The  Corporation's  registered  office is 229 South State  Street,
Dover,  County of Kent, Delaware 19901. The name of its registered agent at that
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 a corporation may be organized under the General  Corporation
Law of Delaware.

     FOURTH: (a) The aggregate number of shares which the corporation shall have
authority to issue is twelve million  (12,000,000)  shares, of which ten million
(10,000,000) shall be designated as Common Stock having a par value of $.001 per
share and two million (2,000,000) shares shall be designated as Preferred Stock,
having a par value of $.01 per share.

     (b) The shares of Preferred Stock may be issued from time to time in one or
more  series.  The  Board  Directors  is  authorized,   subject  to  limitations
prescribed by law and the provisions of this Article FOURTH,  to provide for the
issuance  of the  shares  of  Preferred  Stock in one more  series,  by filing a
certificate  pursuant  to the  applicable  law  of the  State  of  Delaware,  to
establish  from time to time the  number of shares to be  included  in each such
series, and to fix the designation, powers, preferences and rights of the shares
of each such series 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, determination of the following:

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

     (b) The dividend rate on the shares of that series, whether dividends shall
be cumulative,  and, if so, form which date or dates, and the relative rights or
priority, if any, of payment of dividends on shares of that series;

     (c) Whether that series shall have voting rights, in addition to the voting
rights provided by law; and, if so, the terms of such voting rights;

     (d) Whether that series shall have conversion  privileges,  and, if so, the
terms and conditions of such conversion,  including  provision for adjustment of
the conversion rate in such events as the Board of Directors shall determine:

     (e) Whether or not the shares of that series shall be  redeemable,  and, if
so, the terms and  conditions  of such  redemption,  including the date or dates
upon or after which they shall be  redeemable,  and the amount per share payable
in case of redemption,  which amount may vary under different  conditions and at
different dates;

     (f) Whether  that series shall have a sinking  fund for the  redemption  or
purchase  of shares of that  series,  and,  if so, the terms and amounts of such
sinking fund;

     (g) The rights of the shares of that  series in the event of  voluntary  or
involuntary liquidation,  dissolution or winding up of the Corporation,  and the
relative rights of priority, if any, of payment on shares of that series; and

     (h) Any other relative or participating rights, preferences and limitations
of that series

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

                            Name             Address

                 Daniel S. Tamkin         c/o Milgrim Thomajan & Lee P.C.
                                          405 Lexington Avenue
                                          18th Floor
                                          New York, New York 10174



     SIXTH:  The Board of Directors  shall have the power  without the assent or
vote of the stockholders to make,  alter,  amend,  change,  add to or repeal the
By-Laws of this corporation.

     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
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  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.

     EIGHTH:  A  Director  of the  Corporation  shall  not  be  liable  to  this
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  to the fullest  extent  permitted by Section  102(b) of the
Delaware  General  Corporation Law as it currently exists or as it may hereafter
be amended.

     NINTH: The Corporation reserves the right to amend, alter, change or repeal
any provisions  contained in this Certificate of Incorporation in the manner now
or  hereafter  prescribed  by law,  all rights and  powers  conferred  herein on
stockholders, directors and officers are subject to this reserve power.

     TENTH:  A  director  of  this  Corporation  shall  not  be  liable  to  the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a  Director,  except to the extent  such  exemption  from  liability  or
limitation  thereof is not permitted under the Delaware General  Corporation Law
as the same exists or may  hereafter  be  amended.  In  particular,  and without
limiting  the  generality  of  the  foregoing,  the  personal  liability  of the
directors  of  the  Corporation  is  hereby  eliminated  to the  fullest  extent
permitted  by  Paragraph  (7) of  Subsection  (b) of Section  102 of the General
Corporation  Law of the  State  of  Delaware,  as the  same  may be  amended  or
supplemented.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director  of  the  Corporation   existing:   at  the  time  of  such  repeal  or
modification.

     IN WITNESS  WHEREOF,  I have hereunto set my hand this 19th day of October,
1988.

                                            ------------------------
                                            Daniel S. Tamkin
                                            C/o Milgrim Thomajan & Lee P.C.
                                            405 Lexington Avenue
                                            New York, New York 10174