EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION

                                       OF

                             AREAWIDE CELLULAR, INC.

                                      * * *


                                    ARTICLE 1
                                      Name

         The name of the corporation is AREAWIDE CELLULAR, INC.


                                    ARTICLE 2
                                     Purpose

         The purpose or purposes of the Corporation shall be to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.


                                    ARTICLE 3
                                  Capital Stock

         The total amount of capital stock which this Corporation has the
authority to issue is as follows:

         50,000,000 shares of common stock, $.00001 par value per share; and
         5,000,000 shares of preferred stock, $.00001 par value per share; and
         20,000 shares of 8% Cumulative Redeemable Preferred Stock, $.001 par
         value per share.

         The Board of Directors is authorized, subject to limitations prescribed
by law and the provisions of this Article 3, to provide for the issuance of the
shares of such 5,000,000 shares of preferred stock $.0001 par value per share in
series, and to establish from time to time the number of shares to be included
in each series, and to fix the designation, powers, preferences and relative,
participating, optional or other special rights of the shares of each series and
the qualifications, limitations or restrictions thereof. The authority of the
Board of Directors with respect to each series of preferred stock shall include,
but not be limited to, determination of the following:

         (a) The number of shares constituting the series and distinctive
designation of the series;

         (b) The dividend rate on the shares of the series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payments of dividends on shares of the series;


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         (c) Whether the series will have voting rights, and if so, the terms of
the voting rights;

         (d) Whether the series will have conversion privileges, and, if so, the
terms and conditions of the conversion, including provision for adjustment of
the conversion rate in such events as the Board of Directors determines;

         (e) Whether or not the shares of the series will be redeemable; and, if
so, the terms and conditions of 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 the series shall have a sinking fund for the redemption or
purchase of shares of the series, and, if so, the terms and amount of the
sinking fund;

         (g) The rights of the shares of the series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and the
relative rights or priority, if any, of payment of shares of the series; and

         (h) Any other relative terms, rights, preferences and limitations, if
any, of the series as the Board of Directors may lawfully fix at the time of the
creation of such series.

8% Cumulative Redeemable Preferred Stock

         The 8% Cumulative Redeemable Preferred Stock is referred to below as
the "Preferred Stock." Certain other capitalized terms used herein are defined
in Section 9 below. The 8% Cumulative Redeemable Preferred Stock shall have the
following rights, privileges and designations:

         Section 1. Dividends.

         (i) General Obligation. When and as declared by the Company's board of
directors and to the extent permitted under the Corporation Law of Delaware, the
Company will pay preferential dividends to the holders of the Preferred Stock as
provided in this part 1. Except as otherwise provided herein, dividends on each
share of the Preferred Stock (a "SHARE") will accrue cumulatively on a daily
basis at the rate of 8% per annum of the Liquidation Value thereof from and
including May 1, 2002 to and including the date on which the Redemption Price of
such Share is paid or the date on which such Share is converted provided that
the initial accrual of dividends shall be an amount equal to that which would
have accrued had the dividends began to accrue on May 1, 2001. Such dividends
will accrue whether or not they have been declared and whether or not there are
profits, surplus or other funds of the Company legally available for the payment
of dividends.

         (j) Dividend Reference Dates. To the extent not paid on June 1,
September 1, December 1 and March 1 of each year, beginning June 1, 2002 (the
"DIVIDEND REFERENCE DATES", all dividends which have accrued on each Share
outstanding during the three-month


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period ending upon each such Dividend Reference Date will be added to the
Liquidation Value of such Share and will remain a part thereof until such
dividends are paid.

         (k) Distribution of Partial Dividend Payments. If at any time the
Company pays less than the total amount of dividends then accrued with respect
to the Preferred Stock, such payment will be distributed ratably among the
holders of such Preferred Stock based upon the aggregate accrued but unpaid
dividends on the Shares held by each such holder.

         Section 2. Liquidation.

         Upon any liquidation, dissolution or winding up of the Company, the
holders of Preferred Stock will be entitled to be paid, before any distribution
or payment is made upon any Junior Securities, an amount in cash equal to the
aggregate Liquidation Value of all Shares outstanding, and the holders of
Preferred Stock will be not be entitled to any further payment. If upon any such
liquidation, dissolution or winding up of the Company, the Company's assets to
be distributed among the holders of the Preferred Stock are insufficient to
permit payment to such holders of the aggregate amount which they are entitled
to be paid, the then entire assets to be distributed will be distributed ratably
among such holders based upon the aggregate Liquidation Value of the Preferred
Stock held by each such holder. The Company will mail written notice of such
liquidation, dissolution or winding up, not less than 60 days prior to the
payment date stated therein, to each record holder of Preferred Stock. Neither
the consolidation or merger of the Company into or with any other corporation or
corporations, nor the sale or transfer by the Company of all or any part of its
assets, nor the reduction of the capital stock of the Company, will be deemed to
be a liquidation, dissolution or winding up of the Company within the meaning of
this Section 2.

         Section 3. Redemptions.

         (a) Redemption Price upon Mandatory Redemption. For each Share which is
to be redeemed pursuant to a mandatory redemption, upon the occurrence of a
Mandatory Redemption Event (as defined below), the Company will be obligated to
pay to the holder thereof (upon surrender by such holder at the Company's
principal office of the certificate representing such Share) an amount in
immediately available funds (the "MANDATORY REDEMPTION PRICE") equal to the
Liquidation Value thereof. If the funds of the Company legally available for
redemption of Shares on any Mandatory Redemption Date are insufficient to redeem
the total number of Shares to be redeemed on such date, those funds which are
legally available will be used to redeem the maximum possible number of Shares
ratably among the holders of the Shares to be redeemed based upon the aggregate
Liquidation Value of such Shares held by each such holder. At any time
thereafter when additional funds of the Company are legally available for the
redemption of Shares, such funds will immediately be used to redeem the balance
of the Shares which the Company has become obligated to redeem on any Mandatory
Redemption Date but which it has not redeemed.

         (b) Notice of Redemption. The Company will mail written notice of each
redemption of any Preferred Stock to each record holder of such class not more
than 60 nor less than 20 days prior to the date on which such redemption is to
be made. Upon mailing any notice of


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redemption at the Company's option, the Company will become obligated to redeem
the total number of Shares specified in such notice at the time of redemption
specified therein. In case fewer than the total number of Shares represented by
any certificate are redeemed, a new certificate representing the number of
unredeemed Shares will be issued to the holder thereof without cost to such
holder within three business days after surrender of the certificate
representing the redeemed Shares.

         (c) Determination of the Number of Each Holder's Shares to be Redeemed.
Except as otherwise provided herein, the number of Shares of Preferred Stock to
be redeemed from each holder thereof in redemptions hereunder will be the number
of Shares determined by multiplying the total number of Shares of such class to
be redeemed times a fraction, the numerator of which will be the total number of
Shares of such class then held by such holder and the denominator of which will
be the total number of Shares of such class then outstanding.

         (d) Dividends After Redemption Date. No Share is entitled to any
dividends accruing after the date on which the Redemption Price of such Share is
paid. On such date all rights of the holder of such Share will cease, and such
Share will not be deemed to be outstanding.

         (e) Redeemed or Otherwise Acquired Shares. Any Shares which are
redeemed or otherwise acquired by the Company will be canceled and will not be
reissued, sold or transferred, until all Preferred Stock has been redeemed or
otherwise acquired by the Company.

         (f) Mandatory Redemptions. The Company will redeem all Shares of
Preferred Stock then outstanding, at a price per Share equal to the Redemption
Price, on the earliest to occur of the following (each a "MANDATORY REDEMPTION
EVENT"):

                  (i) May 1, 2002, (ii) any transfer or sale by the Company of
more than 50% of the ownership interests in Areawide Cellular, L.L.C., a
Delaware limited liability company ("AREAWIDE") or any issuance of interests by
Areawide in a single or series of transactions which result in the Company
ceasing to own at least a majority of the ownership interests in Areawide, (iii)
a sale or transfer of more than 50% of the assets of the Company, on a
consolidated basis or of Areawide, in a transaction or series of related
transactions (other than sales in the ordinary course of business), (iv) any
sale or issuance by the Company or Areawide of any debt or equity instruments
which result in any equity holder of the Company or Areawide having the right to
receive distributions of all or any portion of the proceeds thereof, provided
that the Company shall not be required to redeem Shares of Preferred Stock with
Retained Financing Proceeds, (v) any merger, consolidation or other
reorganization to which the Company or Areawide is a party, except for a merger,
consolidation or other reorganization in which (x) the Company or Areawide is
the surviving entity, (y) after giving effect thereto, the holders of the
Company's or Areawide's outstanding equity (on a fully diluted basis)
immediately prior to the merger will own the Company's or Areawide's outstanding
equity (on a fully diluted basis) having a majority of the voting power to elect
the Company's board of directors or Areawide's Board of Managers and (z) none of
the equity holders of the Company or Areawide receive any distributions in
connection with such merger, consolidation or reorganization.


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         (g) Optional Redemptions. The Company may at any time redeem all Shares
of Preferred Stock then outstanding at a price per Share equal to the
Liquidation Value. Notwithstanding the foregoing, no such redemption shall take
place until the earlier to occur of (i) thirty-six (36) months following the
Closing, and (ii) the date on which Harris Family Areawide, LLC, a Delaware
limited liability company, owns less than 500,000 shares of Company Common
Stock.

         (h) Accrued Dividends Must be Paid Prior to Any Redemption. The Company
may not redeem any Preferred Stock, unless all dividends accrued on the
outstanding Preferred Stock through the immediately preceding Dividend Reference
Date have been paid in full.

         Notwithstanding the foregoing, no such redemption shall take place
until the earlier to occur of (i) thirty-six (36) months following the Closing,
and (ii) the date on which Harris Family Areawide, LLC, a Delaware limited
liability company, owns less than 500,000 shares of Company Common Stock.

         Section 4. Voting Rights.

         Except as provided by law and by Section 12 hereof, the Preferred Stock
will have no voting rights.

         Section 5. Conversion.

         (a) Conversion Procedure.

                  (i) Any holder of Preferred Stock may convert all or any
portion of Preferred Stock (including any fraction of a Share) held by such
holder into a number of shares of the Company's Common Stock computed by
multiplying the number of Shares to be converted by the Liquidation Value of
such Shares and dividing the result by the Conversion Price.

                  (ii) Each conversion of Preferred Stock will be deemed to have
been effected as of the close of business on the date on which the certificate
or certificates representing the Preferred Stock to be converted have been
surrendered at the principal office of the Company. At such time as such
conversion has been effected, the rights of the holder of such Preferred Stock
as such holder will cease and the Person or Persons in whose name or names any
certificate or certificates for shares of Common Stock are to be issued upon
such conversion will be deemed to have become the holder or holders of record of
the shares of Common Stock represented thereby.

                  (iii) As soon as possible after a conversion has been effected
(but in any event within three business days in the case of subparagraph (a)
below), the Company will deliver to the converting holder:

                           (1) a certificate or certificates representing the
number of shares of Common Stock issuable by reason of such conversion in such
name or names and such denomination or denominations as the converting holder
has specified;


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                           (2) payment in an amount equal to all accrued
dividends with respect to each Share converted, which have not been paid prior
thereto, plus the amount payable under subparagraph (vi) below with respect to
such conversion; and

                           (3) a certificate representing any Shares of
Preferred Stock which were represented by the certificate or certificates
delivered to the Company in connection with such conversion but which were not
converted.

                  (iv) If for any reason the Company is unable to pay any
accrued dividends on Preferred Stock being converted, at the converting holder's
option, all or a portion of such unpaid dividends may be used to acquire an
additional number of shares of Common Stock determined by dividing the amount of
the unpaid dividends to be applied for such purpose, by the Conversion Price
then in effect.

                  (v) The issuance of certificates for shares of Common Stock
upon conversion of Preferred Stock will be made without charge to the holders of
such Preferred Stock for any issuance tax in respect thereof or other cost
incurred by the Company in connection with such conversion and the related
issuance of shares of Common Stock. Upon conversion of each Share of Preferred
Stock, the Company will take all such actions as are necessary in order to
insure that the Common Stock issuable with respect to such conversion will be
validly issued, fully paid and nonassessable.

                  (vi) If any fractional interest in a share of Common Stock
would, except for the provisions of this subparagraph (vi), be deliverable upon
any conversion of the Preferred Stock, the Company, in lieu of delivering the
fractional share therefor, will pay an amount to the holder thereof equal the
Market Price of such fractional interest as of the date of conversion.

         (b) Conversion Price. The Conversion Price shall be $2.00 per share
until the earlier to occur of (i) thirty-six (36) months after the Closing, and
(ii) the date on which Harris Family Areawide, LLC, a Delaware limited liability
company, no longer owns any shares of Company Common Stock. Thereafter the
Conversion Price shall be the Market Price of the Common Stock on the date of
conversion or $2.00 per share, whichever is less.

         (c) Limitation on Conversion. Notwithstanding any other provisions
hereof, no holder of Shares will be entitled to exercise the conversion rights
under this Section 5 to acquire any share or shares of Common Stock to the
extent that such exercise, together with all prior conversions, and assuming
conversion of the remaining Preferred Stock, the aggregate shares of Common
Stock issued or issuable upon conversion of all Preferred Stock would exceed 20%
of the then issued and outstanding Common Stock (on a fully diluted basis).

         (d) Mandatory Conversion. The Company may at any time require the
conversion of all the outstanding Preferred Stock if (a) the Company effects a
Public Offering of shares of its Common Stock in which the holders of the
Preferred Stock are permitted to include and sell in the public offering,
without any reduction in the number of such shares to be sold due to
underwriting limitations, all shares of Common Stock issuable upon conversion of
the Preferred


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Stock or (b) the shares of Common Stock issuable upon conversion of the
Preferred Stock otherwise become freely tradeable. Any mandatory conversion
pursuant to (a) above shall only be effected at the time of and subject to the
closing of the sale of such shares pursuant to such public offering and upon
written notice of such mandatory conversion delivered to all holders of
Preferred Stock at least 20 but not more than 40 days prior to such closing.

         Section 6. Liquidating Dividends.

         If the Company declares or pays a dividend upon the Common Stock
payable otherwise than in cash out of earnings or earned surplus (determined in
accordance with generally accepted accounting principles, consistently applied)
except for a stock dividend payable in shares of Common Stock (a "LIQUIDATING
DIVIDEND"), then the Company will pay to the holders of Preferred Stock at the
time of payment thereof the Liquidating Dividends which would have been paid on
the Common Stock had such Preferred Stock been converted immediately prior to
the date on which a record is taken for such Liquidating Dividend, or, if no
record is taken, the date as of which the record holders of Common Stock
entitled to such dividends are to be determined.

         Section 7. Registration of Transfer.

         The Company will keep at its principal office a register for the
registration of Preferred Stock. Upon the surrender of any certificate
representing Preferred Stock at such place, the Company will, at the request of
the record holder of such certificate, execute and deliver (at the Company's
expense) a new certificate or certificates in exchange therefor representing in
the aggregate the number of Shares represented by the surrendered certificate.
Each such new certificate will be registered in such name and will represent
such number of Shares as is requested by the holder of the surrendered
certificate and will be substantially identical in form to the surrendered
certificate, and dividends will accrue on the Preferred Stock represented by
such new certificate from the date to which dividends have been fully paid on
such Preferred Stock represented by the surrendered certificate.

         Section 8. Replacement.

         Upon receipt of evidence reasonably satisfactory to the Company (an
affidavit of the registered holder will be satisfactory) of the ownership and
the loss, theft, destruction or mutilation of any certificate evidencing Shares
of the Preferred Stock, and in the case of any such loss, theft or destruction,
upon receipt of indemnity reasonably satisfactory to the Company (provided that
if the holder is an institutional investor its own agreement will be
satisfactory), or, the case of any such mutilation upon surrender of such
certificate, the Company will (at its expense) execute and deliver in lieu of
such certificate a new certificate of like kind representing the number of
shares of such class represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate, and dividends will accrue on the Preferred Stock represented by
such new certificate from the date to which dividends have been fully paid on
such lost, stolen, destroyed or mutilated certificate.


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         Section 9. Definitions.

         "CLOSING" means the date of closing of the transaction pursuant to
Section 1C of the Purchase Agreement between Harris Family Areawide, LLC and
Phonz Investment, LLC dated September 13, 2000.

         "COMMON STOCK" means, the Company's common stock, $.00001 par value per
share and any capital stock of any class of the Company hereafter authorized
which is not limited to a fixed sum or percentage of par or stated value in
respect to the rights of the holders thereof to participate in dividends or in
the distribution of assets upon any liquidation, dissolution or winding up of
the Company.

         "GUARANTY AMENDMENT" means the Second Amendment to Subsidiary Guaranty
dated as of May 19, 1999 by the Company in favor of Foothill Capital
Corporation, as Agent, as the same may be amended from time to time.

         "GUARANTY TERMINATION AMOUNT" has the meaning ascribed to such term in
the Guaranty Agreement.

         "JUNIOR SECURITIES" means any of the Company's equity securities other
than the Preferred Stock or preferred stock which may be issued in the future
which is senior in priority to the Preferred Stock.

         "LIQUIDATION VALUE" of any Share as of any particular date will be
equal to the sum of $100 plus any unpaid dividends on such Share added thereto
of such Share on any Dividend Reference Date and not thereafter paid; and, in
the event of any liquidation, dissolution or winding up of the Company or the
redemption of such Share, unpaid dividends on such Share will be added to the
Liquidation Value of such Share on the payment date in any liquidation,
dissolution or winding up or on the Redemption Date, as the case may be, accrued
to the close of business on such payment date or Redemption Date.

         "MARKET PRICE" of any security means the average of the closing prices
of such security's sales on all securities exchanges on which such security may
at the time be listed, or, if there has been no sales on any such exchange on
any day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is
not quoted in the NASDAQ System, the average of the highest bid and lowest asked
prices on such day in the domestic over-the-counter market as reported by the
National Quotation Bureau, Incorporated, or any similar successor organization,
in each such case averaged over a period of 21 days consisting of the day as of
which "Market Price" is being determined and the 20 consecutive business days
prior to such day. If at any time such security is not listed on any securities
exchange or quoted in the NASDAQ System or the over-the-counter market, the
"Market Price" will be the fair value thereof determined jointly by the Company
and the holders of a majority of the Preferred Stock. If such parties are unable
to reach agreement within a reasonable period of time, such fair value


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will be determined by an independent appraiser jointly selected by the Company
and the holders of a majority of the Preferred Stock.

         "OBLIGATIONS" shall have the meaning ascribed to such term in the
Guaranty Amendment.
"PERSON" means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency
or political subdivision thereof.

         "PUBLIC OFFERING" means any offering by the Company of its equity
securities to the public pursuant to an effective registration statement under
the Securities Act of 1933, as then in effect, or any comparable statement under
any similar federal statute then in force.

         "REDEMPTION DATE" as to any Share means the date specified in the
notice of any redemption at the Company's option or the applicable date
specified herein in the case of any other redemption; provided that no such date
will be a Redemption Date unless the applicable Redemption Price is actually
paid in full on such date, and if not so paid in full, the Redemption Date will
be the date on which such Redemption Price is fully paid.

         "RETAINED FINANCING PROCEEDS" shall have the meaning ascribed to such
term in the Guaranty Amendment.

         "SUBSIDIARY" means any corporation of which the shares of stock having
a majority of the general voting power in electing the board of directors are,
at the time as of which any determination is being made, owned by the Company
either directly or indirectly through Subsidiaries.

         Section 10. Amendment and Waiver.

         No amendment, modification or waiver will be binding or effective with
respect to any provision of the certificate of rights, privileges and
designations without the prior written consent of the holders of at least a
majority of the Preferred Stock outstanding at the time such action is taken;
provided that no such action will change (a) the rate at which or the manner in
which dividends on the Preferred Stock accrue or the times at which such
dividends become payable or the amount payable on redemption of the Preferred
Stock or the times at which redemption of Preferred Stock is to occur, without
the prior written consent of the holders of at least 80% of the Preferred Stock
then outstanding, (b) the Conversion Price of the Preferred Stock or the number
of shares or class of stock into which the Preferred Stock is convertible,
without the prior written consent of the holder of at least 80% of the Preferred
Stock then outstanding or (c) the percentage required to approve any change
described in clauses (a) and (b) above, without the prior written consent of the
holders of at least 80% of the Preferred Stock; and provided further that no
change in the terms hereof may be accomplished by merger or consolidation of the
Company with another corporation unless the Company has obtained the prior
written consent of the holders of the applicable percentage of the class or
classes of the Preferred Stock then outstanding.


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         Section 11. Notices.

         Except as otherwise expressly provided, all notices referred to herein
will be in writing and will be delivered by registered or certified mail, return
receipt requested, postage prepaid and will be deemed to have been given when so
mailed (i) to the Company, at its principal executive offices and (ii) to any
stockholder, at such holder's address as it appears in the stock records of the
Company (unless otherwise indicated by any such holder).

         Section 12. Voting Agreement.

         If at any time when any Preferred Stock is issued and outstanding, the
holders of a majority of the issued and outstanding Preferred Stock desire, they
shall have the right, voting separately as a class, to elect a member of the
board of directors of the Company.

         Section 13. Extension of Time Pursuant to Section 3(f), 3 (g) and 5(b).
In the event that the Company fails to file such reports as are required by the
Securities Exchange Act of 1933 or the Securities Exchange Act of 1934 to enable
Harris Family Areawide, LLC to sell shares of its Company Common Stock under
Rule 144 of the General Rules and Regulations under the Securities Act of 1933
or other applicable rules or regulations, then, in that event, the thirty-six
(36) month periods set forth in Sections 3(f), 3(g) and 5(b) hereof shall be
extended by the amount of time equal to the time during which Harris Family
Areawide, LLC is deprived of the ability to sell its shares of Company Common
Stock.


                                    ARTICLE 4
                   Indemnification and Limitation of Liability

         1. Indemnification. The Corporation shall indemnify to the fullest
extent permitted by law any person made or threatened to be made a party to any
action or proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that he, his testator or intestate is or was a director,
officer or employee of the corporation or any predecessor of the corporation or
serves or served any other enterprise as a director, officer or employee at the
request of the Corporation or any predecessor of the Corporation and shall
advance the expenses of any such person to the fullest extent permitted by law.

         2. Limitation of Liability. To the fullest extent permitted by the
General Corporation Law of the State of Delaware as the same now exists or may
hereafter be amended in a manner more favorable to directors, 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.

         3. Effect of Modification. Any repeal or modification of any provision
of this Article 4 by the shareholders of the Corporation shall not adversely
affect any right to protection of a person entitled to indemnification existing
at the time of the such repeal or modification.

         4. Liability Insurance. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent


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to another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against liability under the provision of
this Article 4.

         5. No Rights of Subrogation. Indemnification hereunder and under the
Bylaws shall be a personal right and the Corporation shall have no liability
under this Article 4 to any insurer or any person, corporation, partnership,
association, trust or other entity (other than the heirs, executors or
administrators of such person) by reason of subrogation, assignment or
succession by any other means to the claim of any person to indemnification
hereunder or under the Corporation's Bylaws.


                                    ARTICLE 5
                               Board of Directors

         1. Number. The number of directors constituting the entire Board shall
be not less than three nor more than twelve as fixed from time to time by vote
of a majority of the entire Board, provided, however, that the number of
directors shall not be reduced so as to shorten the term of any director at the
time in office, and provided, further, that the number of directors constituting
the entire Board shall be three until otherwise fixed by a majority of the
entire Board.

         2. Classification. The Board of Directors shall be divided into three
classes, as nearly equal in numbers as the then total number of directors
constituting the entire Board permits with the term of office of one class
expiring each year. At the first annual meeting of stockholders, directors of
the first class shall be elected to hold office for a term expiring at the next
succeeding annual meeting, directors of the second class shall be elected to
hold office for a term expiring at the second succeeding annual meeting and
directors of the third class shall be elected to hold office for a term expiring
at the third succeeding annual meeting. Any vacancies in the Board of Directors
for any reason, and any directorships resulting from any increase in the number
of directors, may be filled by the Board of Directors, acting by a majority of
the directors then in office, although less than a quorum, and any directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen and until their successors shall be elected and
qualified. At each annual meeting of stockholders the successors to the class of
directors whose term shall then expire shall be elected to hold office for a
term expiring at the third succeeding annual meeting.

         3. Removal. Notwithstanding any other provisions of this Certificate of
Incorporation or the Bylaws of the Corporation, any director or the entire Board
of Directors of the Corporation may be removed at any time, but only for cause
and only by the affirmative vote of the holders of 80% or more of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as one
class) cast at a meeting of the stockholders called for that purpose.


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         4. Voting. Election of directors need not be by written ballot except
and to the extent provided in the Bylaws of the Corporation.

         5. Bylaws. The Board of Directors of the Corporation is expressly
authorized to make, alter or repeal Bylaws of the Corporation, but the
stockholders may make additional Bylaws and may alter or repeal any Bylaw
whether adopted by them or otherwise. I.


                                   ARTICLE 6
                      Right to Amend or Repeal Certificate

         The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation or any amendment
hereto, in the manner now or hereafter prescribed by statute, and all rights and
powers herein conferred on stockholders are granted subject to this reserved
power. Notwithstanding any other provision of this Certificate of Incorporation
or the Bylaws of the Corporation (and in addition to any other vote that may be
required by law, this Certificate of Incorporation or the Bylaws), the
affirmative vote of the holders of least 80% of the outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) shall be required to amend,
alter or repeal any provision of Articles 4, 5 or 6 of this Certificate of
Incorporation.


                                    ARTICLE 7
                                  Severability

         In the event any provision (including any provision within a single
article, section, paragraph or sentence) of this Certificate should be
determined by a court of competent jurisdiction to be invalid, prohibited or
unenforceable for any reason, the remaining provisions and parts hereof shall
not be in any way impaired and shall remain in full force and effect and
enforceable to the fullest extent permitted by law.


                                    ARTICLE 8
                              Meetings and Records

         Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
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 Bylaws of the Corporation.


                                    ARTICLE 9
                     Registered Office and Registered Agent

         The address of the corporation's registered office in the State of
Delaware is 9 E. Loockerman Street, Dover, Delaware 19901. The name of its
registered agent at such address is Corporate Service Company.


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<PAGE>


                                   ARTICLE 10
                                  Incorporator

         The name and mailing address of the Incorporator is Darryl Jacobs, 1615
Barclay Blvd., Buffalo Grove, IL 60089.

         IN WITNESS WHEREOF, this Certificate of Incorporation has been executed
by the Incorporator on this 3rd day of April, 2002.


                                                    ----------------------------
                                                    Darryl Jacobs
                                                    Incorporator


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