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                                                                    Exhibit 3.1

                                  STATE OF DELAWARE
                                                                         PAGE 1
                           Office of the Secretary of State
                       ________________________________________





     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "QCS CORPORATION", FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY
OF MARCH, A.D.  1993, AT 4:30 O'CLOCK P.M.






                                             --------------------------------
               [SEAL]                        EDWARD J. FREEL,
               SECRETARY OF STATE

2330564  8100                                AUTHENTICATION:     9742783

991190924                                              DATE:     05-13-99

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                                                     STATE OF DELAWARE
                                                   SECRETARY OF STATE
                                                DIVISION OF CORPORATIONS
                                                 FILED 04:30 PM 03/26/1993
                                                    733085031 - 2330564

                             CERTIFICATE OF INCORPORATION
                                          OF
                                   QCS CORPORATION

          FIRST:  The name of the Corporation is QCS Corporation (the
"Corporation").

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

          THIRD:  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.

          FOURTH:  The total number of shares of stock which the Corporation
shall have authority to issue is Twenty Thousand (20,000) shares of Common
Stock, $0.01 par value per share.

          FIFTH:  The board of directors ("Board of Directors") is authorized
to make, alter or repeal the by-laws of the Corporation. Election of
directors need not be by written ballot.

          SIXTH:  A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (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
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware General
Corporation Law is hereafter amended to authorize the further elimination or
limitation of the liability of directors, then the liability of the directors
of the Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the
amended Delaware General Corporation Law. Any appeal or modification of this
paragraph by they stockholders of the Corporation shall be prospective only,
and shall not adversely affect any limitation on the personal liability of a
director of the Corporation at the time of such repeal or modification.


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          SEVENTH:  A. Each person who was or is a party or is threatened to
be made a party to or is involved in any threatened, pending or completed
action, suite or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer 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, whether the basis
of such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, 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 said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgements, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
actually and reasonably incurred or suffered by such person in connection
therewith, and such 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 his or her heirs, executors and administrators; provided, however,
that, except as provided in Paragraph B hereof, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification confrred in this Article SEVENTH
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; provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses incurred by a director
or officer in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be
made only upon delivery to the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Article SEVENTH or otherwise. The Corporation may, by
action of its Board of Directors, provide indemnification to employees and
agents of the Corporation with


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the same scope and effect as the foregoing indemnification of directors and
officers.

          B.   If a claim under Paragraph A of this Article SEVENTH is not
paid in full by the Corporation within thirty days after a written claim has
been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition
where the required undertaking, if any is required, has been tendered to the
Corporation) than the claimant has not met the standards of conduct which
make it permissible under the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but the burden
of providing such defense shall be on the Corporation. 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 action than indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

          C.   The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision
of the Certificate of Incorporation, by-law, agreement, vote of stockholders
or disinterested directors or otherwise.

          D.   The Corporation may maintain insurance, at its expense, to
protect itself and any person who is or was a director, officer, employee or
agent of the Corp or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any such expense, liability
or loss, whether or not the Corporation would have the power t indemnify such
person against such expense, liability or loss under the Delaware General
Corporation Law.


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          EIGHTH:  The names and mailing addresses of the incorporators are:

          M. C. Kinnamon           1209 Orange Street
                                   Wilmington, Delaware 19801

          J. L. Austin             1209 Orange Street
                                   Wilmington, Delaware 19801

          A. S. Wright             1209 Orange Street
                                   Wilmington, Delaware 19801

          WE, THE UNDERSIGNED, being the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation
Law of Delaware, do make this certificate, hereby declaring and certifying
that this is our act and deed and the facts herein stated are true, and
accordingly have hereunto set our hands this 26th day of March, 1993.


                                        --------------------------------------
                                        M. C. Kinnamon


                                        --------------------------------------
                                        J. L. Austin


                                        --------------------------------------
                                        A. S. Wright







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