Exhibit 3.1

                                                                      APPENDIX C

                          CERTIFICATE OF INCORPORATION
                                OF DECORIZE, INC.
                             a Delaware corporation



                                    ARTICLE 1

         The name of this corporation is Decorize, Inc.


                                    ARTICLE 2

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

         B. The name and mailing address of the incorporator is: The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE
19801.

                                    ARTICLE 3

         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.

                                    ARTICLE 4

         The total number of shares of stock of all classes which the
Corporation has authority to issue is 60,000,000 shares, of which 50,000,000
shares shall be common stock, with a par value of $.001 per share ("Common
Stock"), and 10,000,000 shares shall be preferred stock, with a par value of
$.001 per share ("Preferred Stock").

         The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions of the shares of each class of stock
are as follows:

                                 PREFERRED STOCK

         Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more series. Subject to the provisions hereof and
the limitations prescribed by law, the Board of Directors is hereby vested with
the authority and is expressly authorized, prior to issuance, by adopting
resolutions providing for the issuance of, or providing for a change in the
number of, shares of any particular series and, if and to the extent from time
to time required by law, by filing a certificate pursuant to the General
Corporation Law of the State of Delaware (or other law hereafter in effect

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relating to the same or substantially similar subject matter), to establish or
change the number of shares to be included in each such series and to fix the
designation and powers, preferences and rights and the qualifications and
limitations or restrictions thereof relating to the shares of each such series,
all to the maximum extent permitted by the General Corporation Law of the State
of Delaware as in effect on the date hereof or as hereafter amended. The vested
authority of the Board of Directors with respect to each series shall include,
but not be limited to, the determination of the following:

                  (a) the distinctive serial designation of such series and the
         number of shares constituting such series (provided that the aggregate
         number of shares constituting all series of Preferred Stock shall not
         exceed 10,000,000);

                  (b) the annual dividend rate, if any, on shares of such series
         and the preferences, if any, over any other series (or of any other
         series over such series) with respect to dividends, and whether
         dividends shall be cumulative and, if so, from which date or dates;

                  (c) whether the shares of such series shall be redeemable and,
         if so, the terms and conditions of such redemption, including the date
         or dates upon and after which such shares 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;

                  (d) the obligation, if any, of the Corporation to purchase or
         redeem shares of such series pursuant to a sinking fund or purchase
         fund and, if so, the terms of such obligation;

                  (e) whether shares of such series shall be convertible into,
         or exchangeable for, shares of stock of any other class or classes, any
         stock of any series of the same class or any other class or classes or
         any evidence of indebtedness and, if so, the terms and conditions of
         such conversion or exchange, including the price or prices or the rate
         or rates of conversion or exchange and the terms of adjustment, if any;

                  (f) whether the shares of such series shall have voting rights
         in addition to the voting rights provided by law, and, if so, the terms
         of such voting rights, including, without limitation, whether such
         shares shall have the right to vote with the Common Stock on issues on
         an equal, greater or lesser basis;

                  (g) the rights of the shares of such series in the event of a
         voluntary or involuntary liquidation, dissolution, winding up or
         distribution of assets of the Corporation;

                  (h) whether the shares of such series shall be entitled to the
         benefit of conditions and restrictions upon (i) the creation of
         indebtedness of the Corporation or any subsidiary, (ii) the issuance of
         any additional stock (including additional shares of such series or of
         any other series) or (iii) the payment of dividends or the making of
         other distributions on the purchase, redemption or other acquisition by
         the Corporation or any subsidiary of any outstanding stock of the
         Corporation; and

                  (i) any other relative rights, powers, preferences,
         qualifications, limitations or restrictions thereof, including, but not

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         limited to, any that may be determined in connection with the adoption
         of any stockholder rights plan after the date hereof, relating to any
         such series.

         Except where otherwise set forth in the resolution or resolutions
adopted by the Board of Directors providing for the issuance of any series of
Preferred Stock, the number of shares comprising such series may be increased or
decreased (but not below the number of shares then outstanding) from time to
time by like action of the Board of Directors.

         Shares of any series of Preferred Stock that have been redeemed
(whether through the operation of a sinking fund or otherwise) or purchased by
the Corporation, or which, if convertible or exchangeable, have been converted
into, or exchanged for, shares of stock of any other class or classes or any
evidences of indebtedness shall have the status of authorized and unissued
shares of Preferred Stock and may be reissued as a part of the series of which
they were originally a part or may be reclassified and reissued as part of a new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors or as part of any other series of Preferred Stock, all
subject to the conditions or restrictions on issuance set forth in the
resolution or resolutions adopted by the Board of Directors providing for the
issuance of any series of Preferred Stock and to any filing required by law.

                                  COMMON STOCK

         Subject to all of the rights of the Preferred Stock, and except as may
be expressly provided with respect to the Preferred Stock herein, by law or by
the Board of Directors pursuant to this Article 4:

                  (a) dividends may be declared and paid or set apart for
         payment upon Common Stock out of any assets or funds of the Corporation
         legally available for the payment of dividends and may be payable in
         cash, stock or otherwise;

                  (b) the holders of Common Stock shall have the exclusive right
         to vote for the election of directors (other than in the case of newly
         created directorships and vacancies, which shall be filled solely by
         the remaining directors as set forth in Article 6 hereof) and on all
         other matters requiring stockholder action, each share being entitled
         to one vote; and

                  (c) upon the voluntary or involuntary liquidation, dissolution
         or winding up of the Corporation, the net assets of the Corporation
         shall be distributed pro rata to the holders of Common Stock in
         accordance with their respective rights and interests.

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                DENIAL OF PREEMPTIVE RIGHTS AND CUMULATIVE VOTING

         No holder of any stock of the Corporation shall be entitled as such, as
a matter of right, to subscribe for or purchase any part of any new or
additional issue of stock of any class whatsoever of the Corporation, or of
securities convertible into stock of any class whatsoever, whether now or
hereafter authorized, or whether issued for cash or other consideration or by
way of dividend.

         No holder of any stock of the Corporation shall have the right of
cumulative voting at any election of directors or upon any other matter.

                                    ARTICLE 5

         The Corporation is to have perpetual existence.

                                    ARTICLE 6

         All power of the Corporation shall be vested in and exercised by or
under the direction of the Board of Directors except as otherwise provided
herein or required by law.

         For the management of the business and for the conduct of the affairs
of the Corporation, and in further creation, definition, limitation and
regulation of the power of the Corporation and of its directors and
stockholders, it is further provided:

         A. ELECTIONS OF DIRECTORS. Elections of Directors need not be by
written ballot unless the Bylaws of the Corporation shall so provide.

         B. NUMBER, ELECTION AND TERMS OF DIRECTORS. Except as otherwise fixed
pursuant to the provisions of Article 4 hereof relating to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect additional directors under
specified circumstances, the number of directors of the Corporation shall be
fixed from time to time by or pursuant to the Bylaws. The directors, other than
those who may be elected by the holders of any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation, shall hold
office until the next annual meeting at which their successors are elected and
qualified or until their earlier resignation or removal.

         C. REMOVAL OF DIRECTORS. Subject to the rights of any class or series
of stock having preference over Common Stock as to dividends or upon liquidation
to elect directors under specified circumstances, at any regular meeting or
special meeting called expressly for that purpose, any director or the entire
Board of Directors may be removed with or without cause and a successor or
successors appointed by vote of the holders of in excess of fifty percent (50%)
of the shares then issued and outstanding and entitled to vote at an election of
directors.

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         Except as may otherwise be provided by law, cause for removal shall be
construed to exist only if during a director's term as a director of the
Corporation: (a) the director whose removal is proposed has been convicted of a
felony by a court of competent jurisdiction and such conviction is no longer
subject to direct appeal; (b) such director has been adjudicated by a court of
competent jurisdiction to be liable for gross negligence, recklessness or
misconduct in the performance of his or her duty to the Corporation in a manner
of substantial importance to the Corporation and such adjudication is no longer
subject to direct appeal; or (c) such director has been adjudicated by a court
of competent jurisdiction to be mentally incompetent, which mental incompetence
directly affects his or her ability as a director of the Corporation, and such
adjudication is no longer subject to direct appeal.

         D. STOCKHOLDER ACTION. Any action required or permitted to be taken by
the stockholders of the corporation must be effected at a duly called annual or
special meeting of such holders and may not be effected by any consent in
writing by such holders. Except as otherwise required by law and subject to the
rights of holders of any class or series of stock having a preference over
Common Stock as to dividends or upon liquidation, special meetings of
stockholders of the Corporation may be called only by the Chairman of the Board,
the Chief Executive Officer or the Board of Directors pursuant to a resolution
approved by a majority of the entire Board of Directors.

         E. BYLAW AMENDMENTS. The Board of Directors shall have the power to
make, alter, amend and repeal the Bylaws (except so far as the Bylaws adopted by
the stockholders shall otherwise provide). Any Bylaws made by the Board of
Directors under the powers conferred hereby may be altered, amended or repealed
by the directors or by the stockholders.

         F. LIABILITY OF DIRECTORS.

                  1. No director of the Corporation shall be liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director; provided that this Article 6 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 that involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit.

                  2. If the General Corporation Law of the State of Delaware
hereafter is amended to authorize the further elimination or limitation of the
liability of directors of the Corporation, then the liability of a director of
the Corporation shall be limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended, and such limitation of
liability shall be in addition to, and not in lieu of, the limitation on the
liability of a director of the Corporation provided by the provisions of this
Section 6 of this Article 6.

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                  3. Any amendment, repeal or modification of this Section F of
this Article 6 shall be prospective only and shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such amendment, repeal or modification.

                  4. The Corporation shall be obligated at all times to maintain
the effectiveness of Bylaw provisions providing for the mandatory
indemnification of the directors of the Corporation to the maximum extent
permitted by the General Corporation Law of the State of Delaware.

                                    ARTICLE 7

         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 this Certificate of Incorporation, and
all rights conferred upon stockholders herein are granted subject to this
reservation.

         I, the undersigned, as incorporator, and 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 my act and deed and
the facts herein stated are true, and accordingly have hereunto set my hand this
____ day of June 2001.

                                         THE CORPORATION TRUST COMPANY



                                         By:
                                            -----------------------------------
                                             Name:
                                             Title:


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