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                                   EXHIBIT 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                    SVT INC.

First: The name of the Corporation is SVT Inc. (hereinafter, the "Corporation").

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. The name of its
registered agent at that address is Incorporating Services Ltd.

The purpose of the Corporation is to engage in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of the
State of Delaware (the "GCL").

(a) Subject and immediately prior to the closing of the merger of E-Newco, Inc.,
a Delaware company, with and into SanVision Technology, Inc., a New Jersey
company (the "Effective Time"), each two shares of common stock of the
Corporation, par value $0.001 per share (the "Old Common Stock"), issued and
outstanding or reserved for issuance or held in treasury, shall automatically,
and without any action by the holder thereof, be reclassified into one share of
common stock of the Corporation, par value $0.001 per share (the "New Common
Stock"), and each certificate which prior to the Effective Time represented two
shares of the Old Common Stock shall, from and after the Effective Time, be
deemed for all purposes to evidence only the right to receive one or more
certificates representing shares of New Common Stock. In connection with the
preceding calculation, the Corporation shall not issue fractional shares, but
shall instead issue to each stockholder the aggregate number of shares of New
Common Stock to which such holder is entitled as of and after the Effective
Time, rounded up to the next higher whole number of shares based upon the
preceding calculation. Each holder of a certificate or certificates representing
shares of Old Common Stock of the Corporation, upon presentation thereof to the
Corporation's transfer agent in settlement of a trade, shall receive a
certificate or certificates representing the number of shares of New Common
Stock to which such holder is entitled as of and after the Effective Time.
Surrender of certificates in accordance with the provisions hereof will not be
required or sought by the Corporation. As of the Effective Time, the total
number of shares of capital stock which the Corporation shall have authority to
issue is one hundred twenty million (120,000,000) of which one hundred million
(100,000,000) shares shall be Common Stock, $.001 par value per share, and
twenty million (20,000,000) shares shall be Preferred Stock, $.001 par value per
share.

Preferred Stock. The Board of Directors is hereby expressly authorized to
provide for the issuance of all or any shares of the Preferred Stock in one or
more classes or series, and to fix for each such class or series such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such class or


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series, including, without limitation, the authority to provide that any such
class or series may be (i) subject to redemption at such time or times and at
such price or prices; (ii) entitled to receive dividends (which may be
cumulative or non-cumulative) at such rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or any other series; (iii) entitled to
such rights upon the dissolution of, or upon any distribution of the assets of,
the Corporation; or (iv) convertible into, or exchangeable for, shares of any
other class or classes of stock, or of any other series of the same or any other
class or classes of stock, of the Corporation at such price or prices or at such
rates of exchange and with such adjustments; all as may be stated in such
resolution or resolutions.

Class of Preferred Stock Outstanding. The Corporation currently has authorized a
series of Preferred Stock designated as its Series B Preferred Stock, par value
$.001 per share (the "Series B Preferred Stock"). Such series currently consists
of 1,000,000 authorized shares. The rights, powers, designations, preferences,
qualifications and limitations of such Series B Preferred Stock are set forth in
the Certificate of Designations, which is attached hereto as Exhibit A.*

The following provisions are inserted for the management of the business and the
conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:

The business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors.

The Board of Directors shall consist of not less than three or more than
twenty-five members, the exact number of which shall be fixed from time to time
by resolution adopted by the affirmative vote of a majority of the active Board
of Directors.

The directors shall be divided into three classes, designated Class I, Class II
and Class III. Each class shall consist, as nearly as may be possible, of
one-third of the total number of directors constituting the entire Board of
Directors; provided, however, that in the event that the total number of
directors is not divisible by three, remaining directors after even division
among the three classes shall be apportioned among the classes beginning with
the class with the longest remaining term. The initial division of the Board of
Directors into classes shall be made by the decision of the affirmative vote of
a majority of the entire Board of Directors. The term of the initial Class I
directors shall terminate on the date of the 2001 annual meeting; the term of
the initial Class II directors shall terminate on the date of the 2002 annual
meeting; and the term of the initial Class III directors shall terminate on the
date of the 2003 annual meeting. At each succeeding annual meeting of
stockholders beginning in 2001, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
will a decrease in the number of directors shorten the term of any incumbent
director.

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* Note: No shares of Series B Preferred Stock remain outstanding. Accordingly,
the Certificate of Designations is omitted from this exhibit.

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A director shall hold office until the annual meeting for the year in which his
or her term expires and until his or her successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.

Subject to the terms of any one or more classes or series of Preferred Stock,
any vacancy on the Board of Directors that results from an increase in the
number of directors may be filled by a majority of the Board of Directors then
in office, provided that a quorum is present, and any other vacancy occurring on
the Board of Directors may be filled by a majority of the Board of Directors
then in office, even if less than a quorum, or by a sole remaining director. Any
director of any class elected to fill a vacancy resulting from an increase in
the number of directors of such class shall hold office for a term that shall
coincide with the remaining term of that class. Any director elected to fill a
vacancy resulting from an increase in the number of directors shall have the
same remaining term as that of his predecessor. Subject to the rights, if any,
of the holders of shares of Preferred Stock then outstanding, any or all of the
directors of the Corporation may be removed from office at any time, but only
for cause and only by the affirmative vote of the holders of at least a majority
of the voting power of the Corporation's then outstanding capital stock entitled
to vote generally in the election of directors. Notwithstanding the foregoing,
whenever the holders of any one or more classes or series of Preferred Stock
issued by the Corporation shall have the right, voting separately by class or
series, to elect directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of this Amended and Restated
Certificate of Incorporation applicable thereto, and such directors so elected
shall not be divided into classes pursuant to this Article FIFTH unless
expressly provided by such terms.

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 Amended
and Restated Certificate of Incorporation, and any By-Laws adopted by the
stockholders; provided, however, that no By-Laws hereafter adopted by the
stockholders shall invalidate any prior act of the directors which would have
been valid if such By-Laws had not been adopted.

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 to the extent such exemption from liability or limitation thereof is not
permitted under the GCL as the same exists or may hereafter be amended. If the
GCL is amended hereafter to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent authorized by the GCL, as
so amended. Any repeal or modification of this Article SIXTH 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.

The Corporation shall indemnify its directors and officers to the fullest extent
authorized or permitted by law, as now or hereafter in effect, and such right to
indemnification shall continue as to a person who has ceased to be a director or
officer of the Corporation and shall inure to the benefit of his or her heirs,
executors and personal and legal representatives; provided, however, that,
except for proceedings to enforce rights to indemnification, the Corporation
shall not be


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obligated to indemnify any director or officer (or his or her heirs, executors
or personal or legal representatives) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors. The right to
indemnification conferred by this Article SEVENTH shall include the right to be
paid by the Corporation the expenses incurred in defending or otherwise
participating in any proceeding in advance of its final disposition.

         The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation similar to those conferred
in this Article SEVENTH to directors and officers of the Corporation.

         The rights to indemnification and to the advance of expenses conferred
in this Article SEVENTH shall not be exclusive of any other right which any
person may have or hereafter acquire under this Amended and Restated Certificate
of Incorporation, the By-Laws of the Corporation, any statute, agreement, vote
of stockholders or disinterested directors or otherwise.

         Any repeal or modification of this Article SEVENTH shall not adversely
affect any rights to indemnification and to the advancement of expenses of a
director or officer of the Corporation existing at the time of such repeal or
modification with respect to any acts or omissions occurring prior to such
repeal or modification.

The Corporation expressly elects to be governed by Section 203 of the GCL.

Meetings of stockholders may be held within or without the State of Delaware, as
the By-Laws may provide. The books of the Corporation may be kept (subject to
any provision contained in the GCL) 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 By-Laws of the Corporation.

In furtherance and not in limitation of the powers conferred upon it by the laws
of the State of Delaware, the Board of Directors shall have the power to adopt,
amend, alter or repeal the Corporation's By-Laws. The affirmative vote of at
least a majority of the entire Board of Directors shall be required to adopt,
amend, alter or repeal the Corporation's By-Laws. The Corporation's By-Laws also
may be adopted, amended, altered or repealed by the affirmative vote of the
holders of at least eighty percent (80%) of the voting power of the shares
entitled to vote at an election of directors.

The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation in
the manner now or hereafter prescribed in this Amended and Restated Certificate
of Incorporation, the Corporation's By-Laws or the GCL, and all rights herein
conferred upon stockholders are granted subject to such reservation; provided,
however, that, notwithstanding any other provision of this Amended and Restated
Certificate of Incorporation (and in addition to any other vote that may be
required by law), the affirmative vote of the holders of at least eighty percent
(80%) of the voting power of the shares entitled to vote at an election of
directors shall be required to amend, alter, change or repeal, or to adopt any
provision as part of this Amended and Restated Certificate of


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Incorporation inconsistent with the purpose and intent of Articles FIFTH, EIGHTH
and TENTH of this Amended and Restated Certificate of Incorporation or this
Article ELEVENTH.















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