EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION
                                       OF
                   BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.


                                   ARTICLE ONE

      The name of the corporation is BrightStar  Information  Technology  Group,
Inc.

                                   ARTICLE TWO

      The  address  of the  Corporation's  registered  office  in the  State  of
Delaware is 1209 Orange Street, New Castle County,  Wilmington,  Delaware 19801.
The  name of its  registered  agent at such  address  is The  Corporation  Trust
Company.

                                  ARTICLE THREE

      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 (the "DGCL").

                                  ARTICLE FOUR

      The total  number of shares of all classes of stock which the  Corporation
shall have  authority to issue is 40,000,000  shares which shall be divided into
(a) 5,000,000 shares, designated as Preferred Stock, having a par value of $.001
per share (the  "Preferred  Stock"),  and (b) 35,000,000  shares,  designated as
Common Stock, having a par value of $.001 per share (the "Common Stock").

      A statement of the powers, preferences and rights, and the qualifications,
limitations or  restrictions  thereof,  in respect of each class of stock of the
Corporation is as follows:

A.    PREFERRED STOCK

      The  Preferred  Stock  may be  issued  from  time to time by the  Board of
Directors as shares of one or more classes or series.  Subject to the provisions
of this Certificate of Incorporation and the limitations  prescribed by law, the
Board of Directors is expressly  authorized by adopting resolutions to issue the
shares,  fix the number of shares  and change the number of shares  constituting
any  series,  and to  provide  for or change the  voting  powers,  designations,
preferences  and  relative,  participating,  optional or other  special  rights,
qualifications,  limitations or restrictions thereof,  including dividend rights
(and whether  dividends are  cumulative),  dividend  rates,  terms of redemption
(including  sinking fund provisions),  a redemption price or prices,  conversion
rights  and  liquidation  preferences  of the shares  constituting  any class or
series  of the  Preferred  Stock,  without  any  further  action  or vote by the
stockholders.

B.    COMMON STOCK

      1. DIVIDENDS.

<PAGE>

      Subject to the  preferred  rights of the holders of shares of any class or
series of Preferred  Stock as provided by the Board of Directors with respect to
any such class or series of  Preferred  Stock,  the holders of the Common  Stock
shall be entitled to receive, as and when declared by the Board of Directors out
of  the   funds   of  the   Corporation   legally   available   therefor,   such
dividends(payable  in cash,  stock or  otherwise)  as the Board of Directors may
from time to time  determine,  payable to  stockholders of record on such dates,
not exceeding 60 days preceding the dividend  payment  dates,  as shall be fixed
for such  purpose  by the Board of  Directors  in  advance  of  payment  of each
particular dividend.

      2. LIQUIDATION.

      In  the  event  of  any  liquidation,  dissolution  or  winding  up of the
Corporation, whether voluntary or involuntary, after the distribution or payment
to the holders of shares of any class or series of  Preferred  Stock as provided
by the Board of Directors  with respect to any such class or series of Preferred
Stock,  the remaining  assets of the Corporation  available for  distribution to
stockholders  shall be distributed among and paid to the holders of Common Stock
ratably  in  proportion  to the  number of shares of Common  Stock  held by them
respectively.

      3. VOTt 6 0 ING RIGHTS.

      Except as otherwise required by law, each holder of shares of Common Stock
shall be  entitled to one vote for each share of Common  Stock  standing in such
holder's name on the books of the Corporation.

                                  ARTICLE FIVE

A.    BOARD OF DIRECTORS.

      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
directors then in office.

      At each annual  meeting of  stockholders,  the successors to the directors
whose term  expires at that  meeting  shall be elected to hold office for a term
expiring at the annual  meeting of  stockholders  held in the year following the
year of their  election  and until their  successors  have been duly elected and
qualified.  At each annual meeting of stockholders at which a quorum is present,
the  persons  receiving  a plurality  of the votes cast shall be  directors.  No
director  may be removed from office by a vote of the  stockholders  at any time
except for cause. Election of directors need not be by written ballot unless the
Bylaws of the Corporation so provide.

B.    VACANCIES.

      Any vacancy on the Board of Directors  resulting  from death,  retirement,
resignation,  disqualification or removal from office or other cause, as well as
any vacancy  resulting from an increase in the number of directors  which occurs
between  annual  meetings of the  stockholders  at which  directors are elected,
shall be filled  only by a  majority  vote of the  remaining  directors  then in
office,  though less than a quorum,  except that those vacancies  resulting from
removal from office by a vote of the stockholders  maybe filled by a vote of the
stockholders  at the same meeting at which such removal  occurs.  The  directors
chosen to fill vacancies shall hold office for a term expiring at the end of the
next annual  meeting of  stockholders  at which the term to which they have been
elected expires.  No decrease in the number of directors  constituting the Board
of Directors shall shorten the term of any incumbent director.

<PAGE>

      Notwithstanding the foregoing, whenever the holders of one or more classes
or series of Preferred Stock shall have the right, voting separately, as a class
or  series,  to elect  directors,  the  election,  term of  office,  filling  of
vacancies, removal and other features of such directorships shall be governed by
the terms of the  resolution  or  resolutions  adopted by the Board of Directors
pursuant to ARTICLE FOUR applicable thereto,  and each director so elected shall
not be subject to the provisions of this ARTICLE FIVE unless otherwise  provided
therein.

C.    POWER TO MAKE, ALTER AND REPEAL BYLAWS.

      In furtherance  and not in limitation of the powers  conferred by statute,
the Board of Directors is expressly  authorized  to adopt,  amend and repeal the
Bylaws  of the  Corporation  subject  to the  power of the  stockholders  of the
Corporation  to adopt,  amend and  repeal any Bylaw  whether  adopted by them or
otherwise.

D.    AMENDMENT AND REPEAL OF ARTICLE FIVE.

      Notwithstanding  any provision of this Certificate of Incorporation and of
the  Bylaws,  and  notwithstanding  the  fact  that a lesser  percentage  may be
specified  by Delaware  law, in addition to approval by the Board of Director as
required by Delaware  law,  the  affirmative  vote of the  majority of the votes
which all  stockholders of the then  outstanding  shares of capital stock of the
Corporation  would be  entitled  to cast  thereon,  voting  together as a single
class,  shall be  required  and  shall be  sufficient  to  amend or  repeal  any
provisions of this ARTICLE FIVE or to adopt any provision inconsistent with this
ARTICLE FIVE.

                                   ARTICLE SIX

      The Corporation  reserves the right to amend,  alter, change or repeal any
provision in this Certificate of  Incorporation,  in the manner now or hereafter
prescribed by statute.

                                  ARTICLE SEVEN

      No director of the  Corporation  shall be 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 involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the DGCL or (iv) for any  transaction  from  which the  director
derived an improper personal benefit.

<PAGE>

                                  ARTICLE EIGHT

      The Corporation  shall,  to the fullest extent  permitted by Section 145of
the DGCL, as the same may be amended and  supplemented,  indemnify each director
and officer of the  Corporation  from and  against any and all of the  expenses,
liabilities  or other matters  referred to in or covered by such section and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified  may be entitled under any Bylaw,  agreement,
vote of stockholders,  vote of disinterested  directors or otherwise,  and shall
continue  as to a person who has ceased to be a  director  or officer  and shall
inure to the benefit of the heirs,  executors and administrators of such persons
and the  Corporation  may  purchase  and  maintain  insurance  on  behalf of any
director or officer to the extent permitted by Section 145 of the DGCL.

                                  ARTICLE NINE

      Special  Meetings of the  Corporation's  stockholders may be called by the
President,  the Board of  Directors,  or such  other  person or persons as maybe
authorized in the Bylaws.

                                   ARTICLE TEN

      Any action  required or permitted to be taken by the  stockholders  of the
Corporation at an annual or special meeting of stockholders  must be effected at
a duly called  meeting and may not be taken or effected by a written  consent of
stockholders in lieu thereof.

                                 ARTICLE ELEVEN

      The  incorporator of the corporation is Frank S. Wu, whose mailing address
is 1200 Smith Street, Suite 1400, Houston, Texas 77002.

      The undersigned  incorporator of the corporation hereby  acknowledges that
the foregoing  certificate of incorporation is his act and deed on this 10th day
of October, 1997.


                                                        /s/ FRANK WU
                                                        ------------------------
                                                        Frank S. Wu


<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                   BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.


BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), does hereby certify:

      FIRST:  That by the unanimous written consent of the Board of Directors of
the  Corporation,  the directors  adopted  resolutions  setting forth a proposed
amendment of the  Certificate of  Incorporation  of the Corporation and declared
such  amendment  to be  advisable.  The  resolution  setting  forth the proposed
amendment is as follows:

      RESOLVED,  That  Article  4 of the  Certificate  of  Incorporation  of the
Corporation  is  deleted  in its  entirety  and a new  Article 4 which  reads as
follows is inserted in its place:

                                  ARTICLE FOUR

      The total  number of shares of all classes of stock which the  Corporation
shall have  authority to issue is 40,000,000  shares which shall be divided into
(a) 3,000,000 shares, designated as Preferred Stock, having a par value of $.001
per share (the "Preferred Stock"),  (b) 35,000,000 shares,  designated as Common
Stock,  having a par value of $.001  per share  (the  "Common  Stock"),  and (c)
2,000,000 shares,  designated as Restricted Common Stock,  having a par value of
$.001 per share (the "Restricted Common Stock").

      A statement of the powers, preferences and rights, and the qualifications,
limitations or  restrictions  thereof,  in respect of each class of stock of the
Corporation is as follows:

A.    PREFERRED STOCK

      The  Preferred  Stock  may be  issued  from  time to time by the  Board of
Directors as shares of one or more classes or series.  Subject to the provisions
of this Certificate of Incorporation and the limitations  prescribed by law, the
Board of Directors is expressly  authorized by adopting resolutions to issue the
shares,  fix the number of shares  and change the number of shares  constituting
any  series,  and to  provide  for or change the  voting  powers,  designations,
preferences  and  relative,  participating,  optional or other  special  rights,
qualifications,  limitations or restrictions thereof,  including dividend rights
(and whether  dividends are  cumulative),  dividend  rates,  terms of redemption
(including  sinking fund provisions),  a redemption price or prices,  conversion
rights  and  liquidation  preferences  of the shares  constituting  any class or
series  of the  Preferred  Stock,  without  any  further  action  or vote by the
stockholders.

B.    COMMON STOCK

      1. DIVIDENDS.

<PAGE>

      Subject to the  preferred  rights of the holders of shares of any class or
series of Preferred  Stock as provided by the Board of Directors with respect to
any such class or series of  Preferred  Stock,  the holders of the Common  Stock
shall be entitled to receive, as and when declared by the Board of Directors out
of the funds of the  Corporation  legally  available  therefore,  such dividends
(payable in cash, stock or otherwise) as the Board of Directors may from time to
time determine,  payable to stockholders of record on such dates,  not exceeding
60 days preceding the dividend payment dates, as shall be fixed for such purpose
by the Board of Directors in advance of payment of each particular dividend. All
dividends on Common Stock shall be paid pari passu with  dividends on Restricted
Common Stock.

      2. LIQUIDATION.

      In  the  event  of  any  liquidation,  dissolution  or  winding  up of the
Corporation, whether voluntary or involuntary, after the distribution or payment
to the holders of shares of any class or series of  Preferred  Stock as provided
by the Board of Directors  with respect to any such class or series of Preferred
Stock,  the remaining  assets of the Corporation  available for  distribution to
stockholders  shall be distributed among and paid to the holders of Common Stock
and  Restricted  Common Stock  ratably in  proportion to the number of shares of
Common Stock and Restricted Common Stock held by them respectively.

      3. VOTING RIGHTS.

      Except as otherwise required by law, each holder of shares of Common Stock
shall be  entitled to one vote for each share of Common  Stock  standing in such
holder's name on the books of the Corporation.

C.    RESTRICTED COMMON STOCK

      1. DIVIDENDS.

      Subject to the  preferred  rights of the holders of shares of any class or
series of Preferred  Stock as provided by the Board of Directors with respect to
any such class or series of  Preferred  Stock,  the  holders  of the  Restricted
Common Stock shall be entitled to receive,  as and when declared by the Board of
Directors out of the funds of the Corporation legally available  therefor,  such
dividends  (payable in cash,  stock or  otherwise) as the Board of Directors may
from time to time  determine,  payable to  stockholders of record on such dates,
not exceeding 60 days preceding the dividend  payment  dates,  as shall be fixed
for such  purpose  by the Board of  Directors  in  advance  of  payment  of each
particular dividend. All dividends on Restricted Common Stock shall be paid pari
passu with dividends on Common Stock.

      2. LIQUIDATION.

      In  the  event  of  any  liquidation,  dissolution  or  winding  up of the
Corporation, whether voluntary or involuntary, after the distribution or payment
to the holders of shares of any class or series of  Preferred  Stock as provided
by the Board of Directors  with respect to any such class or series of Preferred
Stock,  the remaining  assets of the Corporation  available for  distribution to
stockholders  shall be  distributed  among and paid to the holders of Restricted
Common Stock and Common Stock  ratably in  proportion to the number of shares of
Restricted Common Stock and Common Stock held by them respectively.

      3. VOTING RIGHTS.

<PAGE>

      Holders of Restricted Common Stock shall have no voting rights.

      4. CONVERSION OF THE RESTRICTED COMMON STOCK.

      Each share of  Restricted  Common Stock  outstanding  shall  automatically
convert  into  Common  Stock on a share  for  share  basis  (a)in the event of a
disposition  of such share of  Restricted  Common  Stock by the  holder  thereof
(other than a disposition which is a distribution by a holder to its partners or
beneficial owners or a transfer to a related party of such holder (as defined in
Sections267,  707, 318 and/or 4946 of the Internal Revenue Code of 1986)), (b)in
the  event  any  person  acquires  beneficial  ownership  of 25% or  more of the
outstanding  shares  of  Common  Stock  of the  Corporation  at any  time  after
consummation of the  Corporation's  initial public offering of Common Stock (the
"Initial Public  Offering"),  (c) eighteen months after the  consummation of the
Corporation's  Initial  Public  Offering,  or (d) in the event a majority of the
aggregate number of votes which may be cast by the holders of outstanding shares
of Common Stock approve such conversion."

      SECOND:  That  in  lieu  of  a  meeting  and  vote  of  stockholders,  the
stockholders  of the Corporation  have given  unanimous  written consent to said
amendment  in  accordance  with the  provisions  of Section  228 of the  General
Corporation Law of the State of Delaware.

      THIRD:  That  said  amendment  was duly  adopted  in  accordance  with the
applicable  provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.

      FOURTH:  That the capital of the Corporation shall not be reduced under or
by reason of said amendment.

      IN WITNESS WHEREOF,  BRIGHTSTAR  INFORMATION  TECHNOLOGY  GROUP,  INC. has
caused this  certificate to be signed by Marshall G. Webb,  its Chief  Executive
Officer, this 26th day of January, 1998.

                                   BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.


                                       By: /s/ MARSHALL G. WEBB
                                           -------------------------------------
                                           Marshall G. Webb,
                                           Chief Executive Officer

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                   BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.

      BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC., a corporation organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware (the "Corporation"), does hereby certify as follows:


      1.    The name of the corporation  (hereinafter  called the "Corporation")
            is BrightStar Information Technology Group, Inc.

      2.    The  certificate  of  incorporation  of the  Corporation  is  hereby
            amended  by  striking  out the first  paragraph  of  Article  FOURTH
            thereof and by  substituting in lieu of said paragraph the following
            new paragraph:

            "FOURTH:  The total  number of shares of all  classes of stock which
      the Corporation  shall have authority to issue is 752,000,000  shares,  of
      which 5,000,000  shares shall be designated as Preferred  Stock, par value
      of $.001 per share ("Preferred Stock") and 747,000,000 shall be designated
      as common stock, par value $.001 per share ("Common Stock").

      3.    The amendment  herein certified has been authorized and duly adopted
            by the Board of Directors and the shareholders  owning a majority of
            the shares  entitled to vote in  accordance  with the  provisions of
            Sections 228 and 242 of the General  Corporation Law of the State of
            Delaware.

      IN WITNESS  WHEREOF,  the  undersigned  has  caused  this  Certificate  of
Amendment to be signed by its duly authorized officer on the 12th day of October
2005.





                                                        /s/ Jordan L. Loewer
                                                        -----------------------
                                                            Jordan L. Loewer
                                                            Corporate Secretary



                                STATE OF DELAWARE
                            CERTIFICATE OF CORRECTION



BRIGHTSTAR  INFORMATION  TECHNOLOGY  GROUP,  INC., a  corporation  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware.

DOES HEREBY CERTIFY:

1. The name of the corporation is BrightStar Information Technology Group, Inc.

2.  That a  Certificate  of  Amendment  of  Certificate  of  Incorporation  (the
"Certificate")  was filed by the  Secretary  of State of Delaware on October 17,
2005 and that said Certificate  requires  correction as permitted by Section 103
of the General Corporation Law of the State of Delaware.

3. The  inaccuracy  or defect of said  Certificate  is: The number of authorized
shares was incorrectly  stated as 752,000,000.  The correct number of authorized
shares is 750,000,000.  The number of authorized  shares designated as preferred
stock was  incorrectly  stated as  5,000,000.  The correct  number of authorized
shares designated as preferred stock is 3,000,000.

4. Paragraph 2 of the Certificate is corrected to read as follows:

The  certificate  of  incorporation  of the  Corporation  is hereby  amended  by
striking out the first  paragraph of Article FOURTH thereof and by  substituting
in lieu of said paragraph the following new paragraph:

            "FOURTH:  The total  number of shares of all  classes of stock which
      the Corporation  shall have authority to issue is 750,000,000  shares,  of
      which 3,000,000  shares shall be designated as Preferred  Stock, par value
      of $.001 per share ("Preferred Stock") and 747,000,000 shall be designated
      as common stock, par value $.001 per share ("Common Stock").

IN WITNESS  WHEREOF,  said corporation has caused this Certificate of Correction
to be signed by its duly authorized officer this 25th day of October, A.D. 2005.




                                                   /s/ Jordan L. Loewer
                                                   ----------------------------
                                                   Jordan L. Loewer
                                                   Corporate Secretary