Exhibit 3.(i)

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          NEW GENERATION PLASTIC, INC.

         New Generation Plastic, Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "DGCL"), does hereby certify as follows:

         1. The present name of the Corporation is New Generation Plastic, Inc.
and its original certificate of incorporation was filed with the office of the
Secretary of State of the State of Delaware on April 15, 1999.

         2. This Amended and Restated Certificate of Incorporation was duly
adopted by the Board of Directors of the Corporation (the "Board") and by the
sole stockholder of the Corporation in accordance with Sections 228, 242, and
245 of the DGCL.

         3. This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the certificate of incorporation of the
Corporation, as heretofore amended (the "Certificate of Incorporation").

         4. The text of the Certificate of Incorporation is amended and restated
in its entirety as follows:

         ARTICLE I

         The name of the corporation is New Generation Plastic, Inc.

         ARTICLE II

         The address of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, Wilmington, Delaware 19805, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

         ARTICLE III

         The nature of the business of the Corporation, or the purposes to be
conducted or promoted by the Corporation, is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

         ARTICLE IV

         The aggregate number of shares which the Corporation shall have the
authority to issue is Fifty-One Million (51,000,000) of which Fifty Million
(50,000,000) shall be Common Stock, par value $.001 per share, and One Million
(1,000,000) shall be Preferred Stock, $.001 per share.
<PAGE>

         The Board of Directors of the Corporation (the "Board") is authorized,
subject to limitations prescribed by law and the provisions of this Article IV,
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 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 with respect to each series shall include,
but is not 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 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 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;

         (g) The rights of the shares 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;

         (h) any other relative rights, preferences and limitations of that
series.

         ARTICLE V

         In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board is expressly authorized to make, alter
or repeal the Bylaws of the Corporation, subject to the power of the
stockholders of the Corporation to alter or repeal any Bylaws made by the Board.

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<PAGE>

         ARTICLE VI

         Unless, and except to the extent that, the Bylaws of the Corporation
shall so require, the election of Directors of the Corporation need not be by
written ballot.

         ARTICLE VII

         [RESERVED]

         ARTICLE VIII

         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 such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended.

         Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a Director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.

         ARTICLE IX

         The Corporation shall indemnify its officers, directors, employees and
agents to the extent permitted by the General Corporation Law of Delaware.

         ARTICLE X

         The Corporation reserves the right at any time, and from time to time,
to amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at this time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.

         ARTICLE X

         No action required to be taken or which may be taken at any annual or
special meeting of stockholders of the Corporation may be taken without a
meeting and the power of the stockholders to consent in writing, without a
meeting, to the taking of any action is specifically denied, unless such action
has been approved by the Board prior to such action being taken.

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<PAGE>

         IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be duly executed this 7th day of June,
1995.


                                            NEW GENERATION PLASTIC, INC.


                                            By: /s/ Thomas R. Marshall
                                                --------------------------------
                                                Name:  Thomas R. Marshall
                                                Title: Secretary


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