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                                                                     EXHIBIT 3.1

                         CERTIFICATE OF INCORPORATION OF
                               C2i SOLUTIONS, INC.


        The undersigned, for purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, does
hereby execute this Certificate of Incorporation and does hereby certify as
follows:

          FIRST:    The name of the Corporation is C2i Solutions, Inc.
                    (hereinafter sometimes referred to as the "Corporation").

          SECOND:   The address of the registered office of the Corporation in
                    the State of Delaware is Corporation Trust Center, 1209
                    Orange Street, Wilmington, New Castle County, Delaware,
                    19801, and the name of the registered agent therein and in
                    charge thereof, upon whom process against the Corporation
                    may be served is The Corporation Trust Company.

          THIRD:    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 Delaware.

          FOURTH:   

          A. Classes of Stock. The Corporation is authorized to issue two
classes of shares to be designated respectively "Preferred Stock" and "Common
Stock." The total number of shares of Common Stock authorized is ten million
(10,000,000), each with the par value of $0.001 per share, and the total number
of shares of Preferred Stock authorized is one million (1,000,000), each with
the par value of $0.001 per share.

          B. Preferred Stock. The Preferred Stock may be issued in from time to
time in one or more series. The Board of Directors of this corporation is
authorized to fix or alter the rights, preferences, privileges and restrictions
granted to or imposed upon wholly unissued series of Preferred Stock, and the
number of shares constituting any such series and the designation thereof, or
any of them. The Board of Directors is also authorized to increase or decrease
the number of shares of any series of Preferred Stock prior or subsequent to the
issue of that series, but not below the number of shares of such series then
outstanding. In case the number of shares of any series shall be so decreased,
the shares constituting such decrease shall resume the status that they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.

          FIFTH:    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:


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          A.        The business and affairs of the Corporation shall be managed
                    by or under the direction of the Board of Directors. In
                    addition to the powers and authority expressly conferred
                    upon them by statute or by this Certificate of Incorporation
                    or the Bylaws of the Corporation, 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.

          B.        The directors of the Corporation need not be elected by
                    written ballot unless the Bylaws so provide.

          C.        On and after the closing date of the first sale of the
                    Corporation's Common Stock pursuant to a firmly underwritten
                    registered public offering (the "IPO"), 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 stockholders of the Corporation and may
                    not be effected by any consent in writing by such
                    stockholders. Prior to such sale, unless otherwise provided
                    by law, any action which may otherwise be taken at any
                    meeting of the stockholders may be taken without a meeting
                    and without prior notice, if a written consent describing
                    such actions is signed by the holders of outstanding shares
                    having not less than the minimum number of votes which would
                    be necessary to authorize or take such action at a meeting
                    at which all shares entitled to vote thereon were present
                    and voted.

          D.        Special meetings of stockholders of the Corporation may be
                    called only (1) by the Board of Directors pursuant to a
                    resolution adopted by a majority of the total number of
                    authorized directors (whether or not there exist any
                    vacancies in previously authorized directorships at the time
                    any such resolution is presented to the Board for adoption)
                    or (2) by the holders of not less than ten percent (10%) of
                    all of the shares entitled to cast votes at the meeting.

          SIXTH:    

          A.        The number of directors shall be fixed from time to time
                    exclusively by the Board of Directors pursuant to a
                    resolution adopted by a majority of the total number of
                    authorized directors (whether or not there exist any
                    vacancies in previously authorized directorships at the time
                    any such resolution is presented to the Board for adoption).
                    The directors shall be divided into three classes with the
                    term of office of the first class to expire at the annual
                    meeting of the stockholders held in 1998; the term of office
                    of the second class to expire at the meeting of the
                    stockholders held in 1999; the term of office of the third
                    class to expire at the annual meeting of the stockholders
                    held in 2000; and thereafter for each such term to expire at
                    each third succeeding annual meeting of stockholders after
                    such


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                    election. Subject to the rights of the holders of any series
                    of Preferred Stock then outstanding, a vacancy resulting
                    from the removal of a director by the stockholders as
                    providing in Article SIXTH, Section C below may be filled at
                    a special meeting of the stockholders held for that purpose.

          B.        Newly created directorships resulting from any increase in
                    the authorized number of directors or any vacancies in the
                    Board of Directors resulting from death, resignation or
                    other cause (other than removal from office by a vote of the
                    stockholders) may be filled only by a majority vote of the
                    directors then in office, though less than a quorum, and
                    directors so chosen shall hold office for a term expiring at
                    the next annual meeting of stockholders at which the term of
                    office to which they have been elected expires, and until
                    their respective successors are elected, except in the case
                    of the death, resignation, or removal of any director. No
                    decrease in the number of directors constituting the Board
                    of Directors shall shorten the term of any incumbent
                    director.

          C.        Any directors, or the entire Board of Directors, may be
                    removed from office at any time, with or without cause, but
                    only by the affirmative vote of the holders of at least a
                    majority of the voting power of all of the then outstanding
                    shares of capital stock of the Corporation entitled to vote
                    generally in the election of directors, voting together as a
                    single class. Vacancies in the Board of Directors resulting
                    from such removal may be filled by a majority of the
                    directors then in office, though less than a quorum, or by
                    the stockholders as provided in Article SIXTH, Section A
                    above. Directors so chosen shall hold office for a term
                    expiring at the next annual meeting of stockholders at which
                    the term of office to which they have been elected expires,
                    and until their respective successors are elected, except in
                    the case of the death, resignation, or removal of any
                    director.

          SEVENTH:  The Board of Directors is expressly empowered to adopt,
                    amend or repeal Bylaws of the Corporation. Any adoption,
                    amendment or repeal of Bylaws of the Corporation by the
                    Board of Directors shall require the approval of a majority
                    of the total number of authorized directors (whether or not
                    there exist any vacancies in previously authorized
                    directorships at the time any resolution providing for
                    adoption, amendment or repeal is presented to the Board).
                    The stockholders shall also have power to adopt, amend or
                    repeal the Bylaws of the Corporation. Any adoption,
                    amendment or repeal of Bylaws of the Corporation by the
                    stockholders shall require, in addition to any vote of the
                    holders of any class or series of stock of the Corporation
                    required by law or by this Certificate of Incorporation, the
                    affirmative vote of the holders of at least sixty-six and
                    two-thirds percent (66-2/3%) of the voting power of all of
                    the then outstanding shares of the capital stock of the
                    Corporation entitled to vote generally in the election of
                    directors, voting together as a single class.


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          EIGHTH:   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 for
                    liability (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 which involved
                    intentional misconduct or a knowing violation of law, (iii)
                    under Section 174 of the Delaware General Corporation Law,
                    or (iv) for any transaction from which the director derived
                    an improper personal benefit.

                    If the Delaware General Corporation Law is hereafter amended
                    to authorize the further elimination or limitation of the
                    liability of a director, then the liability of a director of
                    the Corporation shall be eliminated or limited to the
                    fullest extent permitted by the Delaware General Corporation
                    Law, as so amended.

                    Any repeal or modification of the foregoing provisions of
                    this Article EIGHTH by the stockholders of 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.

          NINTH:    The Corporation reserves the right to amend or repeal any
                    provision contained in this Certificate of Incorporation in
                    the manner prescribed by the laws of the State of Delaware
                    and all rights conferred upon stockholders are granted
                    subject to this reservation; provided, however, that,
                    notwithstanding any other provision of this Certificate of
                    Incorporation or any provision of law which might otherwise
                    permit a lesser vote or no vote, but in addition to any vote
                    of the holders of any class or series of the stock of this
                    Corporation required by law or by this Certificate of
                    Incorporation, the affirmative vote of the holders of at
                    least 66-2/3% of the voting power of all of the then
                    outstanding shares of the capital stock of the Corporation
                    entitled to vote generally in the election of directors,
                    voting together as a single class, shall be required to
                    amend or repeal this Article NINTH, Article FIFTH, Article
                    SIXTH, Article SEVENTH or Article EIGHTH.

          TENTH:    The incorporator of the corporation is Douglas J. Rein, 
                    whose mailing address is 4365 Executive Drive, Suite 1600,
                    San Diego, CA 92121-2189.

        The undersigned incorporator hereby acknowledges that the foregoing
Certificate of Incorporation is his act and deed on this 30th day of September,
1997.


                                           /s/ Douglas J. Rein
                                           -------------------------------
                                           Incorporator


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