CERTIFICATE OF INCORPORATION
                                      OF
                            CANISCO RESOURCES, INC.


FIRST:  Name.  The name of the Corporation is Canisco Resources, Inc. (the
"Corporation").

SECOND:  Purpose.  The purpose of the Corporation is to transact, promote, 
carry out and/or engage in any lawful act or activity for which corporations 
may be organized under the General Corporation Law of the State of Delaware.

THIRD:  Capital Stock.  The Corporation shall have authority to issue Twenty
Five Million (25,000,000) shares of capital stock, of which Twenty Million 
(20,000,000) shall be common stock and Five Million (5,000,000) shall be 
preferred stock.

The Corporation shall have authority to issue Twenty Million (20,000,000)
shares of common stock, having a par value of One Quarter Cent ($0.0025) per 
share.  The Corporation shall not have authority to issue non-voting shares 
of common stock.

The Corporation shall have the authority to issue Five Million (5,000,000) 
shares of preferred stock, having a par value of One Dollar ($1.00) per 
share.  The preferred stock may be issued in such classes or series as shall 
be determined by the Board of Directors of the Corporation and shall have 
such voting powers, full or limited, or no voting powers, and such 
designations, preferences and relative, participating, optional and other 
special rights, and qualifications, limitations and restrictions thereof, as 
shall be stated and expressed in the resolution or resolutions of the Board 
of Directors from time to time providing for the issuance of such stock.  Any 
of the voting powers, designations, preferences, rights and qualifications, 
limitations or restrictions of any such class or series of preferred stock 
may be made dependent upon facts ascertainable outside of the Certificate of 
Incorporation of the Corporation or any amendment thereto, or outside the 
resolution or resolutions providing for the issuance of such stock adopted by 
the Board of Directors, provided that the manner in which such facts shall 
operate upon the voting powers, designations, preferences, rights and 
qualifications, limitations or restrictions of such class or series of stock 
is clearly and expressly set forth in the resolution or resolutions providing 
for the issue of such stock adopted by the Board of Directors.

FOURTH:  Preemptive Rights.  No holder of any shares of the stock of the 
Corporation shall have a preemptive right to purchase, subscribe for, or 
otherwise acquire shares of stock of the Corporation of any class hereby or 
hereafter authorized, or any security exchangeable for or convertible into 
such shares, or any warrants or other instruments evidencing rights or 
options to subscribe for, purchase or otherwise acquire shares of stock 
issued subsequent to the initial issue of stock by the Corporation.

FIFTH:  Contracts and Business Relations with Officers and Directors.  The 
Corporation freely may contract with all stockholders, officers and 
directors; and no contract of the Corporation shall be affected or 
invalidated by the fact that one or more of the stockholders, directors or 
officers of the Corporations is a party to the contract or interested in the 
contract, or by the fact that any stockholder, director or officer holds 
similar positions in any other Corporation which is a party to the contract.

SIXTH:  Bylaws.  In the furtherance and not in limitation of the object,
purposes and powers prescribed herein and conferred by the laws of the State 
of Delaware, the Board of Directors is expressly authorized to make, amend 
and repeal the bylaws.

SEVENTH:  Registered Office and Agent.  The registered office of the 
Corporation in the State of Delaware is located at 1201 Market Street, Suite 
1700, County of New Castle, Wilmington, DE  19801.  The registered agent of 
the Corporation at such address is Delaware Incorporation & Registration 
Service, Inc.

EIGHTH:  The Board of Directors.  The initial number of directors who shall 
constitute the whole board shall be eight (8).  The number of directors may 
be increased or decreased from time to time by amendment of the bylaws of the 
Corporation.  No decrease in the number of directors shall have the effect of 
shortening the term of any incumbent director.  The directors need not be 
elected by ballot unless required by the bylaws of the Corporation.

NINTH:  Director Liability:  Director liability shall be limited to the 
fullest extent permitted by law.

TENTH:  Incorporator.  The name and mailing address of the incorporator is 
Delaware Incorporators & Registration Service, Inc., 1201 Market Street, 
Suite 1700, Wilmington, DE  19801.

ELEVENTH:  Termination of the Powers of the Incorporator.  The powers of the 
incorporator shall terminate upon the election of directors.