EXHIBIT 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          TNX TELEVISION HOLDINGS, INC.


                                    ARTICLE I

                               NAME OF CORPORATION

The name of the corporation is TNX Television Holdings, 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 2711 Centerville Road,
Suite 400, City of Wilmington 19808, 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.

                                   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 "GCL").

                                   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 ten million (110,000,000) shares,
of which one hundred (100,000,000) shares shall be common stock, having a par
value of $.001 per share (the "Common Stock"), and ten million (10,000,000)
shares shall be preferred stock, par value $.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:

 (i) the distinctive designation of such class or series and the number of
shares to constitute such class or series;

(ii) 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;

(iii) 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;

(iv) 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;

(v) 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;

(vi) 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;


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(vii) 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;

(viii) 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;

(ix) 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

                                  INCORPORATOR

The incorporator of the Corporation is Salvatore Fichera, having a mailing
address of 488 Madison Avenue, New York, New York 10022.

                                   ARTICLE VI

                               BOARD OF DIRECTORS

A. (i) The Board of Directors of the Corporation shall initially consist of five
(5) members and thereafter shall consist of the number of directors that, from
time to time, shall be fixed by, or in the manner provided in the Bylaws of the
Corporation. The names and addresses of the individuals who are to serve as the
initial Board of Directors of the Corporation until the first annual meeting of
the stockholders, or until their successors are duly elected and qualified are
as follows:

       NAME                                   ADDRESS
       ----                                   -------
Irwin L. Gross                                1811 Chestnut Street, Suite 120
                                              Philadelphia, Pennsylvania 19103

Stephen J. Ollier                             Pacific House Stanier Way
                                              Wyvern Business Park
                                              Derby, DE21 6BF England

Nicholas Rogerson                             Pacific House Stanier Way
                                              Wyvern Business Park
                                              Derby, DE21 6BF England

S. Lance Silver                               1811 Chestnut Street,
                                              Suite 120
                                              Philadelphia,
                                              Pennsylvania 19103

Howard Silverstone                            1811 Chestnut Street, Suite 120
                                              Philadelphia, Pennsylvania 19103

(ii) Elections of directors need not be done by written ballot unless the Bylaws
of the Corporation shall otherwise provide.

(iii) The right to accumulate votes in the election of directors, and/or
cumulative voting by any stockholder is hereby expressly denied.

B. The Board of Directors is expressly authorized to adopt, alter, amend or
repeal the Bylaws of the Corporation. In addition to the powers and authority
hereinbefore or by statute expressly conferred upon them, the directors are
hereby empowered to exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation, subject, nevertheless, to the
provisions of the GCL, this Certificate of Incorporation, and any Bylaws adopted
by the stockholders.

                                   ARTICLE VII

                               DIRECTOR LIABILITY

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 to the extent that such exemption from liability thereof is not
permitted under the GCL as currently in effect or as the same is hereafter
amended. Any repeal or modification of this Article VII by 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 with respect to acts or
omissions occurring prior to such repeal or modification.



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                                  ARTICLE VIII

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

A. Indemnification - General. The Corporation shall indemnify, to the fullest
extent permitted by law, any person who was or is a party or is threatened to be
made a party to or is involved in any manner (including as witness) in any
threatened, pending or completed action, suit or proceeding, whether civil or
criminal, administrative or investigative and whether formal or informal or
external or internal to the Corporation (other than an action by or in the right
of the Corporation) by reason of the fact that he is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of any other Corporation, partnership,
joint venture, trust or other enterprise, including service with respect to any
employee benefit plan, whether the basis of such proceeding is alleged action in
an official capacity as a director or officer or in any other capacity while
holding the office of director or officer against expenses (including attorneys'
fees), judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolocontendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful. Notwithstanding the foregoing, except as provided in the following
paragraph, the Corporation shall indemnify any such person 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.

If a claim for indemnity under the preceeding paragraph is not paid in full by
the Corporation within forty-five (45) 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 of 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) that the
claimant has not met the standards of conduct which make it permissible under
the GCL for the Corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel or stockholders) to have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in the
circumstances because he has met the applicable standard of conduct set forth in
the GCL, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel or 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.

B. Derivative Actions. The Corporation shall indemnify, to the fullest extent
permitted by law, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason or the fact that
he is or was a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, provided that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.

C. Indemnification in Certain Cases. To the extent that a director or officer of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections A and B of this Article VII
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

D. Procedure. Any indemnification under Sections A and B of this Article VII
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director
or officer is proper in the circumstances because he has met the applicable
standard of conduct set forth in such Sections A and B. Such determination may
be made by any of the following: (i) the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable
if a quorum of disinterested directors so directs, independent legal counsel in
a written opinion, or (iii) the stockholders.

E. Advances for Expenses. Expenses (including attorneys' fees) incurred by a
director or officer of the Corporation in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the director or officer to
repay such amount if it shall be ultimately determined that he is not entitled
to be indemnified by the Corporation as authorized in this Article VII.

F. Rights Not Exclusive. The right to indemnification provided by, or granted
pursuant to, this Article VII (including the right to advancement of expenses)
shall be a contract right of each director and officer of the Corporation. The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other Sections of this Article VII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any law, Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.


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G. Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, 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 liability asserted against
him and incurred by him in any capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article VII.

H. Construction. For the purposes of this Article VII, (i) references to "the
Corporation" include all constituent corporations absorbed in a consolidation or
merger as well as the resulting or surviving corporation so that any person who
is or was a director or officer, of such constituent corporation or is or was
serving at the request of such constituent corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of this Article VII with
respect to the resulting or surviving corporation as he would if he had served
the resulting or surviving corporation in the same capacity; (ii) references to
"other enterprises" shall include employee benefits plans; (iii) references to
"fines" shall include any excise taxes assessed on a person with respect to any
employee benefit plan; (iv) references to "serving at the request of the
Corporation as an officer or director" shall include any service in an official
capacity as a director or officer of the Corporation or in any other capacity
while holding the office of director or officer of the Corporation which imposes
duties on, or involves services by, such director or officer with respect to an
employee benefit plan, its participants or beneficiaries; and (v) a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
Corporation."

I. Survival of Rights. The indemnification and advancement of expenses provided
by, or granted pursuant to this Article VII shall continue as to a person who
has ceased to be a director or officer and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                   ARTICLE IX

                            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 of the Corporation.

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

                                   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.

                                   ARTICLE XII

                         ELECTION REGARDING SECTION 203

The Corporation expressly elects not to be governed by Section 203 of the GCL
regarding business combinations with interested stockholders.

IN WITNESS WHEREOF, the undersigned, being the sole incorporator hereinbefore
named, hereby signs this certificate for the purpose of forming a corporation
pursuant to the GCL this day of February 13, 2004.



                            By: /s/Salvatore Fichera
                                ----------------------
                                Salvatore Fichera