EXHIBIT 3(i)

                          CERTIFICATE OF INCORPORATION

                                       OF

                              MAYALL PARTNERS, INC.


     1. Name. The name of the Corporation is Mayall Partners, Inc.

     2. Registered Office. The address of the registered office of the
Corporation in the State of Delaware is 15 E. North Street in the City of Dover,
County of Kent, Delaware, 19901. The name of its registered agent at that
address is Paracorp Incorporated.

     3. Business. The nature of the business or 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 Delaware.

     4. Capital Structure.

     4.1. Authorized Shares. The total number of shares of capital stock which
the Corporation shall have authority to issue is 45,000,000 shares, consisting
of two classes of capital stock:

     (a) 40,000,000 shares of Common Stock, par value $.001 per share (the
"Common Stock"); and

     (b) 5,000,000 shares of Preferred Stock, par value $.001 per share (the
"Preferred Stock").

     5. Incorporator. The incorporator is Lili A. Skrumbis, whose mailing
address is 2121 Avenue of the Stars, Tenth Floor, Los Angeles, California 90067.

     6. Dividends.

     6.1. When, as, and if dividends are declared by the Corporation's Board of
Directors, whether payable in cash, property, securities or rights of the
Corporation or any other entity, the holders of shares of Common Stock shall be
entitled to share equally in and to receive, in accordance with the number of
Common Stock held by each such holder.

     6.2. Dividends payable under this Section 6 shall be paid to the holders of
record of the outstanding Common Stock as their names shall appear on the stock
register of the Corporation on the record date fixed by the Board of Directors
in advance of declaration and



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payment of each dividend. Any Common Stock issued as a dividend pursuant to this
Section shall, when so issued, be duly authorized, validly issued, fully paid
and non-assessable, and free of all liens and charges. The Corporation shall not
issue fractions of Common Stock on payment of such dividend but shall issue a
whole number of shares to such holder of Common Stock rounded up or down in the
Corporation's sole discretion to the nearest whole number, without compensation
to the stockholder whose fractional share has been rounded down or from any
stockholder whose fractional share has been rounded up.

     7. Liquidation Rights. Upon any voluntary or involuntary liquidation,
dissolution or winding-up of the affairs of the Corporation, after payment shall
have been made to holders of outstanding Preferred Stock, if any, of the full
amount to which they are entitled pursuant to this Certificate of Incorporation
and any resolutions that may be adopted from time to time by the Corporation's
Board of Directors in accordance with Section 10 below, the holders of Common
Stock shall be entitled, to the exclusion of the holders of Preferred Stock, if
any, to share ratably in accordance with the number of Common Stock held by each
such holder, in all remaining assets of the Corporation available for
distribution among the holders of Common Stock, whether such assets are capital,
surplus or earnings. For purposes of this Section, neither the consolidation or
merger of the Corporation with or into any other corporation or corporations
pursuant to which the stockholders of the Corporation receive capital stock
and/or other securities (including debt securities) of the acquiring corporation
(or of the direct or indirect parent corporation of the acquiring corporation),
nor the sale, lease or transfer by the Corporation of all or any part of its
assets, nor the reduction of the capital stock of the Corporation, shall be
deemed to be a voluntary or involuntary liquidation, dissolution or winding up
of the Corporation as those terms are used in this Section 7.

     8. Voting Rights.

     8.1. The holders of the Common Stock shall vote as a single class on all
matters submitted to a vote of the stockholders, with each Share entitled to one
vote. The holders of Common Stock are not entitled to cumulate votes in the
election of any directors.

     8.2. In the event that the shares of Common Stock shall be listed and
quoted on an exchange or other trading system, the Board of Directors of the
Corporation shall ensure, and shall have all powers necessary to ensure, that
the membership of the Board of Directors and the voting rights of the Holders of
Common Stock shall at all times be consistent with the applicable rules and
regulations, if any, for the Common Stock to be eligible for listing and
quotation on such exchange or other trading system.

     9. Preferred Stock.

     9.1. General. Subject to the provisions of this Certificate of
Incorporation, the Board of Directors is authorized, subject to limitations
prescribed by law, to provide for the issuance of the shares of Preferred Stock
in series, and by filing a certificate pursuant to the applicable law of the
State of Delaware, to establish from time to time the number



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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, from which date or dates, and the relative rights of
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 date 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 redemption 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 amount of such
sinking fund; and

     (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 of shares of that series.

     10. Existence. The Corporation is to have perpetual existence.

     11. Bylaws. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the bylaws of the Corporation.

     12. Elections, Meetings and Books. Elections of directors need not be by
written ballot unless the bylaws of the Corporation shall so provide. Meetings
of stockholders may be held within or without the State of Delaware, as the
bylaws may provide. The books of the Corporation may be kept (subject to any
provision contained in the 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 in
the bylaws of the Corporation.



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     13. Amendment. The Corporation reserves the right to amend, alter change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     14. Limitation on Director Liability. No director shall be personally
liable to the Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (a) for any breach
of the director's duty of loyalty to the Corporation or its stockholders, (b)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (c) under Section 174 of the Delaware General
Corporation Law, or (d) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law hereafter is
amended to authorize the further elimination or limitation of the liability of
directors, then the liability of a director of the Corporation, in addition to
the limitations on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Delaware General Corporation law. Any
repeal or modification of this Section shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.

     15. Indemnification.

     15.1. General. Each person who was or is made a party to or is threatened
to be made a party to or is involved in any action, suit 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 any other capacity while
serving 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, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to 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
Subsection 15.2, 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 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



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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 Section or
otherwise. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of Directors and officers.

     15.2. Failure to Pay a Claim. If a claim under Subsection 15.1 is not paid
in full by the Corporation within thirty (30) 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 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) that 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 proving 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 that 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.

     15.3. Not Exclusive. The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision of this
Certificate of Incorporation, bylaw, agreement, vote of stockholders or
disinterested Directors or otherwise.

     15.4. Insurance. 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, trusts or other enterprise
against any such 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 Delaware General Corporation Law.

     15.5. Definition of the Corporation. As used in this Section, references to
"the Corporation" shall include, in addition to the resulting or surviving
corporation, any


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constituent corporation absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its Directors, officers, employees and agents, so that any person who
is or was a Director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a Director, officer, employee or agent of another corporation, partnership,
joint venture, trust, or other enterprise, shall stand in the same position
under the provisions of this Section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     15.6. Severability. If this Section or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Director, officer, employee and
agent of the Corporation as to expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
a grand jury proceeding and an action by the Corporation, to the fullest extent
permitted by any applicable portion of this Section that shall not have been
invalidated or by any other applicable law.

     THE UNDERSIGNED, being the incorporator hereinabove named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does make this certificate, hereby declaring and certifying that this
is her act and deed and the facts herein stated are true, and accordingly have
hereunto set her hand this 5th day of October, 1998.





                                  \s\ Lili A. Skrumbis
                                  --------------------
                                  Lili A. Skrumbis, Incorporator




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