<PAGE>

                                                                     EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                             ATLANTIS PLASTICS, INC.

                                   ARTICLE I

      The name of the Corporation is Atlantis Plastics, Inc. (the
"Corporation").

                                   ARTICLE II

      The purpose for which the Corporation is organized is to engage in the
transaction of any lawful business for which corporations may be incorporated
under the General Corporation Law of the State of Delaware (the "General
Corporation Law").

                                  ARTICLE III

      The aggregate number of shares of all classes of capital stock which this
Corporation shall have authority to issue is twenty-seven million five hundred
thousand (27,500,000), consisting of (i) twenty-seven million (27,000,000)
shares of common stock, par value $0.0001 per share (the "Common Stock"), of
which twenty million (20,000,000) shares shall be the Corporation's Class A
Common Stock (the "Class A Common Stock"), and seven million (7,000,000) shares
shall be the Corporation's Class B Common Stock (the "Class B Common Stock"),
and (ii) five hundred thousand (500,000) shares of preferred stock, par value
$0.0001 per share (the "Preferred Stock").

      The designations and the preferences, powers, limitations and relative
rights of the Preferred Stock and the Common Stock of the Corporation are as
follows:

      A. Provisions Relating to the Preferred Stock.

            1. General. The Preferred Stock may be issued from time to time in
one or more series, the shares of each series to have such designations and
powers, preferences and rights, and qualifications, limitations and restrictions
thereof as are stated and expressed herein and in the resolution or resolutions
providing for the issue of such series adopted by the Board of Directors (the
"Board").

            2. Preferences. Authority is hereby expressly granted to and vested
in the Board to authorize the issuance of the Preferred Stock from time to time
in one or more series, to determine and take necessary proceedings fully to
effect the issuance and redemption of any such Preferred Stock, and, with
respect to each series of the Preferred Stock, to fix and state by the
resolution or resolutions from time to time adopted providing for the issuance
thereof the following:

                  (a) whether or not the series is to have voting rights, full
or limited, or is to be without voting rights;

                  (b) the number of shares to constitute the series and the
designations thereof;

<PAGE>

                  (c) the preferences and relative, participating, optional or
other special rights, if any, and the qualifications, limitations or
restrictions thereof, if any, with respect to any series;

                  (d) whether or not the shares of any series shall be
redeemable and if redeemable the redemption price or prices, and the time or
times at which and the terms and conditions upon which such shares shall be
redeemable and the manner of redemption;

                  (e) whether or not the shares of a series shall be subject to
the operation of retirement or sinking funds to be applied to the purchase or
redemption of such shares for retirement, and if such retirement or sinking fund
or funds be established, the annual amount thereof and the terms and provisions
relative to the operation thereof;

                  (f) the rights in respect of dividends, whether dividends are
payable in cash, stock of the Corporation, or other property, the conditions
upon which and the times when such dividends are payable, the preference to or
the relation to the payment of the dividends payable on any other classes or
series of stock, whether or not such dividends shall be cumulative or
noncumulative, and if cumulative, the date or dates from which such dividends
shall accumulate.

                  (g) the preferences, if any, and the amounts thereof which the
holders of any series thereof shall be entitled to receive upon the voluntary or
involuntary dissolution of, or upon any distribution of the assets of, the
Corporation;

                  (h) whether or not the shares of any series shall be
convertible into, or exchangeable for, the shares of any other class or classes
or of any other series of the same or any other class or classes of stock of the
Corporation and the conversion price or prices or ratio or ratios or the rate or
rates at which such conversion or exchange may be made, with such adjustments,
if any, as shall be stated and expressed or provided for in such resolution or
resolutions; and

                  (i) such other special rights and protective provisions with
respect to any series as the Board may deem advisable.

      The shares of each series of the Preferred Stock may vary from the shares
of any other series thereof in any or all of the foregoing respects. The Board
may increase the number of shares of the Preferred Stock designated for any
existing series by a resolution adding to such series authorized and unissued
shares of the Preferred Stock not designated for any other series. The Board may
decrease the number of shares of the Preferred Stock designated for any existing
series by a resolution, subtracting from such series unissued shares of the
Preferred Stock designated for such series, and the shares so subtracted shall
become authorized, unissued and undesignated shares of the Preferred Stock.

      B. Provisions Relating to the Common Stock.

            1. Voting Rights. Except as otherwise required by law or as may be
provided by the resolutions of the Board authorizing the issuance of any series
of Preferred Stock (provided, however, that any issuance of Preferred Stock
shall not impair the rights provided

                                       2
<PAGE>

under subsection (b)(4) of this Section B.1 unless agreed to by the holders
Class B Common Stock then outstanding as provided herein), as hereinabove
provided, all rights to vote and all voting power shall be vested exclusively in
the holders of the Common Stock.

                  (a) Class A Common Stock.

                        (1) Election of Directors. The holders of the issued and
outstanding shares of Class A Common Stock shall be entitled to notice of and to
vote at any meeting of stockholders of the Corporation. Subject to the
provisions of subsection (b) of this Section B.1., at any meeting held for the
purpose of electing directors, the holders of the Class A Common Stock, voting
as a separate class, shall be entitled to elect a number of directors such that
25% of the total number of directors of the Corporation (rounded up to the next
whole number) have been elected by the Class A Common Stock, voting as a
separate class.

                        (2) Term; Quorum. Each director elected by the holders
of the Class A Common Stock shall serve for a term of one (1) year and until
such director's successor is elected and qualified or such director's earlier
resignation or removal. At all meetings of stockholders held for the purpose of
electing directors whom the holders of the Class A Common Stock shall have the
exclusive right to elect, the presence, in person or by proxy, of the shares
representing a majority of the shares of Class A Common Stock entitled to vote
thereat shall be required to constitute a quorum of such class for the election
of directors to be elected by the holders of the Class A Common Stock; provided,
however, that in the absence of a quorum, the holders of a majority of Class A
Common Stock who are present in person or by proxy shall have the power to
adjourn the meeting for election of those directors to be elected by the holders
thereof, from time to time, without notice (to the extent permitted by law),
other than announcement at the meeting, until the requisite number of holders of
the Class A Common Stock shall be present in person or by proxy.

                        (3) Removal of Directors. Directors elected by the
holders of the Class A Common Stock may be removed without Cause (as hereafter
defined) only by a vote of two-thirds of the holders of the Class A Common Stock
then outstanding and entitled to vote, voting as a separate class. In the event
of any vacancy among the directors elected by the holders of the Class A Common
Stock, such vacancy may be filled by a vote of such holders, voting as a
separate class, or, if prior to a stockholder vote, by the remaining directors
elected by the holders of the Class A Common Stock (a "Substitute Class A
Director"). The term of the Substitute Class A Director, if elected by the
remaining directors, will expire at the time that the term of the director who
created the vacancy would have expired. To the extent permitted by law, "Cause"
shall exist only if (i) the director whose removal is proposed has been
convicted of a felony by a court of competent jurisdiction and such conviction
is no longer subject to direct appeal, (ii) such director has been adjudicated
by a court of competent jurisdiction to be liable for negligence or misconduct
in the performance of his duty to the Company in a matter of substantial
importance to the Corporation and such adjudication is no longer subject to a
direct appeal, (iii) such director has become mentally incompetent, whether or
not so adjudicated, which mental incompetence directly affects his ability as a
director of the Company, or (iv) the director's actions or failure to act are
deemed by the Board to be in derogation of the director's duties; and further
provided that an action for removal under clauses (i) and (ii) of this
subparagraph must be brought within one year of such conviction or adjudication.

                                       3
<PAGE>

                        (4) Grant of Additional Voting Rights. The Board shall
have the right from time to time and at any time to grant additional voting
rights to elect directors to one or more series of Preferred Stock; provided,
however, that in no event shall such action prevent the holders of the Class A
Common Stock, voting separately as a class, from electing 25% of the directors
of the Corporation (rounded up to the next whole number).

                        (5) Other Matters. On all matters other than the
election of directors, and except as may be otherwise provided by the General
Corporation Law or this Certificate of Incorporation, each holder of the Class A
Common Stock shall be entitled to cast one (1) vote for each share held on all
matters submitted to stockholders of the Corporation and shall vote together as
a single class with the holders of the Class B Common Stock.

                  (b) Class B Common Stock.

                        (1) Election of Directors. The holders of the issued and
outstanding shares of Class B Common Stock shall be entitled to notice of and to
vote at any meeting of stockholders of the Corporation. Subject to the
provisions of subsection (b)(4) of this Section B, at any meeting held for the
purpose of electing directors, the holders of the Class B Common Stock, voting
as a separate class, shall be entitled to elect a number of directors such that
75% of the total number of directors of the Corporation, rounded down to the
next whole number, have been elected by holders of the Class B Common Stock;
provided, however, that in no event shall the holders of the Class B Common
Stock be entitled to elect a number of directors that would prevent the holders
of the Class A Common Stock, voting as a class, from electing 25% of the
directors of the Corporation (rounded up to the next whole number).

                        (2) Term; Quorum. Each director elected by the holders
of the Class B Common Stock shall serve for a term of one (1) year and until
such director's successor is elected and qualified or until such director's
earlier resignation or removal. At all meetings of stockholders held for the
purpose of electing directors whom the holders of the Class B Common Stock shall
have the exclusive right to elect, the presence, in person or by proxy, of the
shares representing a majority of the shares of the Class B Common Stock
entitled to vote thereat shall be required to constitute a quorum of such class
for the election of directors to be elected by the holders of the Class B Common
Stock; provided, however, that in the absence of a quorum, the holders of a
majority of the Class B Common Stock who are present in person or by proxy shall
have the power to adjourn the meeting for election of those directors to be
elected by the holders thereof, from time to time, without notice, other than
announcement at the meeting, until the requisite number of holders of the Class
B Common Stock shall be present in person or by proxy.

                        (3) Removal of Directors. Directors elected by the
holders of the Class B Common Stock may be removed without Cause (as defined in
Section B.1(a)(3)) only by a vote of two thirds of the holders of the Class B
Common Stock then outstanding and entitled to vote, voting as a separate class.
In the event of any vacancy among the directors elected by the holders of the
Class B Common Stock, such vacancy may be filled by a vote of such holders,
voting as a separate class, or, if prior to a stockholder vote, by the remaining
directors elected by the holders of the Class B Common Stock (a "Substitute B
Director"). The term of the Substitute Class B Director, if elected by the
remaining directors, will expire at the time that the term of the director who
created the vacancy would have expired.

                                       4
<PAGE>

                        (4) Grant of Additional Rights. The Board shall have the
right from time to time and at any time to grant additional voting rights to
elect directors to one or more series of Preferred Stock, so long as such action
does not reduce the percentage of the total number of directors of the
Corporation to be elected by the holders of Class B Common Stock to a percentage
less than 51% (rounded up to the nearest whole number); provided, however, that
in no event shall such change in the percentage of directors to be elected by
the holders of Class B Common Stock prevent the holders of the Class A Common
Stock, voting separately as a class, from electing 25% of the directors of the
Corporation (rounded up to the next whole number).

                        (5) Other Matters. On all matters other than the
election of directors, except as may be otherwise provided by the General
Corporation Law or this Certificate of Incorporation, each holder of the Class B
Common Stock shall be entitled to cast ten (10) votes for each share held (as
though and with the same effect under all circumstances as if such holder held
of record ten (10) shares of Class A Common Stock) on all matters submitted to
stockholders of the Corporation and shall vote together as a single class with
the holders of the Class A Common Stock.

                        (6) Adjustment to Election of Directors. Notwithstanding
anything in this Section B.1 to the contrary, in the event that the number of
shares of Class B Common Stock outstanding represents less than 12.5% of the
aggregate number of outstanding shares of Class A Common Stock and Class B
Common Stock on any record date for a vote of stockholders, then subject to the
rights of holders of Preferred Stock, (i) the holders of the Class A Common
Stock, voting as a separate class, shall be entitled to elect 25% of the total
number of directors of the Corporation, rounded up to the next whole number, and
(ii) the holders of both the Class A Common Stock and the Class B Common Stock,
voting together as a single class, shall be entitled to elect 75% of the total
number of directors, rounded down to the next whole number; provided, however,
that in any vote pursuant to clause (ii) of this subsection (b)(6), each holder
of Class B Common Stock shall be entitled to cast ten (10) votes for each share
held (as though and with the same effect under all circumstances as if such
holder held of record ten (10) shares of Class A Common Stock).

            2. Dividends. Subject to the rights of the holders of the Preferred
Stock, the holders of the Common Stock shall be entitled to receive when, as and
if declared by the Board, out of funds legally available therefore, dividends
payable in cash, stock or otherwise, subject to the following restrictions:

                  (a) Dividends Payable in Cash. No cash dividends shall be
declared and paid, per share, on either the Class A Common Stock or the Class B
Common Stock unless at the same time the same cash dividend is declared and
paid, per share, on both the Class A Common Stock and the Class B Common Stock.

                  (b) Dividends Payable in Stock or Property. No dividend of
stock or property shall be declared and paid, per share, on either the Class A
Common Stock or the Class B Common Stock unless a dividend of an equal amount
and equal value of stock or property has been declared and paid, per share, on
both the Class A Common Stock and the Class B Common Stock; provided, however,
that (i) shares of Class A Common Stock may be paid to the holders of both Class
A Common Stock and Class B Common Stock; (ii) shares of Class B Common

                                       5
<PAGE>

Stock may be paid to the holders of both Class A Common Stock and Class B
Common Stock; (iii) shares of Class A Common Stock may be paid to the holders of
the Class A Common Stock, and shares of Class B Common Stock may be paid to
holders of Class B Common Stock, and (iv) in the event of any stock dividend
under (i), (ii) or (iii) above, the amount of shares paid per share of Class A
Common Stock and Class B Common Stock shall be the same. Except as provided in
Section B.4 of this Article III, the shares of neither the Class A Common Stock
nor the Class B Common Stock may be subdivided by a stock split,
reclassification or otherwise or be combined by reclassification,
reorganization, reverse stock split or otherwise, without the shares of both the
Class A Common Stock and the Class B Common Stock being similarly subdivided by
a stock split or otherwise or combined by reclassification, reorganization,
reverse stock split or otherwise.

            3. Liquidating Distributions. Upon any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, and after
payment or provision for payment of the debts and other liabilities of the
Corporation, and after the holders of the Preferred Stock shall have been paid
in full the amounts to which they shall be entitled (if any) or a sum sufficient
for such payment in full shall have been set aside, the holders of the Class A
Common Stock and the Class B Common Stock shall be entitled (together as a
single class) to share ratably (i.e., an equal amount of assets for each share
of either Class A Common Stock or Class B Common Stock) in the remaining assets
of the Corporation.

            4. Conversion of Class B Common Stock. Each outstanding share of
Class B Common Stock shall be convertible, at the option of the holder thereof,
into one (1) fully paid and nonassessable share of Class A Common Stock on and
subject to the following conditions:

                  (a) Execution of Conversion. The Corporation shall effect any
such conversion as soon as practicable after receipt from any such holder of
shares of Class B Common Stock of (i) written notice to the Corporation of the
request for conversion of shares of Class B Common Stock into shares of Class A
Common Stock, which notice shall be addressed to the principal office of the
Corporation, shall state the number of shares of Class B Common Stock to be
converted into shares of Class A Common Stock, the certificate number or numbers
of the certificates representing the shares of Class B Common Stock to be so
converted, and the name or names in which such holder desires the certificate or
certificates representing such Class A Common Stock to be issued; and (ii) a
certificate or certificates representing the number of shares of Class B Common
Stock to be converted into shares of Class A Common Stock, duly endorsed for
transfer with signature(s) guaranteed by a firm that is a member of a registered
national securities exchange or a member of the National Association of
Securities Dealers, Inc. or by a commercial bank or trust company having an
office or correspondent in the United States.

                  (b) Conversion of Portion of Class B Common Stock Held. In the
event that the certificate or certificates representing shares of Class B Common
Stock delivered to the Corporation for conversion into shares of Class A Common
Stock represent a number of shares greater than the number of shares of Class B
Common Stock to be converted, the Corporation at the time of issuance of a
certificate or certificates representing shares of Class A Common Stock pursuant
to the conversion request, shall issue and deliver to the holder

                                       6
<PAGE>

requesting conversion a certificate issued in the name of such holder for shares
of Class B Common Stock not being converted into shares of Class A Common Stock.

                  (c) Effective Date of Conversion. Any such conversion shall be
deemed to have been made, and the person so converting shall be deemed to have
become a record holder of shares of Class A Common Stock for all purposes
whatsoever, at the close of business on the date of receipt by the Corporation
of the documents required by subsection (a) of this Section B.4; provided,
however, that the Corporation shall not be required to make any such conversion,
and no surrender of shares of Class B Common Stock shall be effective for such
purpose, while books for the transfer of either class of shares are closed for
any purpose, but the surrender of such shares of Class B Common Stock for
conversion during any period while such books are closed shall become effective
for all purposes of conversion immediately upon the reopening of such books, as
if the conversion had been made on the date such shares of Class B Common Stock
were surrendered.

                  (d) Reservation of Shares of Class A Common Stock. The
Corporation shall at all times reserve and keep available out of its authorized
Class A Common Stock the full number of shares into which all shares of Class B
Common Stock outstanding are convertible from time to time. If at any time the
number of authorized and unissued shares of Class A Common Stock shall not be
sufficient to effect the conversion of all outstanding shares of Class B Common
Stock, the Corporation shall take such corporate action as may be necessary to
increase its authorized and unissued shares of Class A Common Stock to such
number as shall be sufficient for such purpose.

            5. Exclusion of Other Rights. Except as may otherwise be required by
law or the express provisions of this Article III, shares of Class A Common
Stock and Class B Common Stock shall have the same relative rights and be
identical in all respects, and neither class of Common Stock shall have any
powers, preferences or relative, participating, optional or other special
rights, except as specifically set forth in this Article III.

            6. Severability of Provisions. If any power, preference, right or
limitation of either the Class A Common Stock or the Class B Common Stock set
forth in this Article III is invalid, unlawful or incapable of being enforced by
reason of any rule of law or public policy, all other powers, preferences,
rights and limitations set forth in this Article III that can be given effect
without the invalid, unlawful or unenforceable power, preference, right, or
limitation herein set forth shall, nevertheless, remain in full force and
effect, and no power, preference, right, or limitation herein set forth shall be
deemed dependent upon any other such power, preference, right or limitation
unless so expressed herein.

      C. General Provisions.

            1. Denial of Cumulative Voting. Except as may be provided by the
resolutions of the Board authorizing the issuance of any series of Preferred
Stock, as hereinabove provided, cumulative voting by any stockholder is hereby
expressly denied.

            2. Denial of Preemptive Rights. Except for the rights of holders of
Preferred Stock, no stockholder of this Corporation shall have, by reason of its
holding shares of any series

                                       7
<PAGE>

of stock of this Corporation, any preemptive or preferential rights to purchase
or subscribe for any other shares of any class or series of this Corporation now
or hereafter to be authorized, and any other equity securities, or any notes,
debentures, warrants, bonds, or other securities convertible into, or carrying
options or warrants to purchase, shares of any class, now or hereafter to be
authorized, whether or not the issuance of any such shares, or such notes,
debentures, bonds or other securities, would adversely affect the dividend or
voting rights of such stockholder.

                                   ARTICLE IV

      The Corporation's mailing address and the address of the Corporation's
principal office is 1870 The Exchange, Suite 200, Atlanta, Georgia 30339. The
name of the Corporation's registered agent in the State of Delaware is
Corporation Service Company and the address of such registered agent is 2711
Centerville Road, Suite 400, in the City of Wilmington, County of New Castle,
Delaware 19808.

                                   ARTICLE V

      The names and mailing addresses of the persons who are to serve as the
initial directors of the Corporation until the first annual meeting of
stockholders of the Corporation, or until such persons' successors are duly
elected and qualified, are:

NAME                                             ADDRESS

Cesar L. Alvarez                                 1870 The Exchange, Suite 200
                                                 Atlanta, Georgia 30339

Anthony F. Bova                                  1870 The Exchange, Suite 200
                                                 Atlanta, Georgia 30339

Phillip T. George, M.D.                          1870 The Exchange, Suite 200
                                                 Atlanta, Georgia 30339

Larry D. Horner                                  1870 The Exchange, Suite 200
                                                 Atlanta, Georgia 30339

Charles D. Murphy, III                           1870 The Exchange, Suite 200
                                                 Atlanta, Georgia 30339

Earl W. Powell                                   1870 The Exchange, Suite 200
                                                 Atlanta, Georgia 30339

                                       8
<PAGE>

Jay Schuster                                     1870 The Exchange, Suite 200
                                                 Atlanta, Georgia 30339

Chester B. Vanatta                               1870 The Exchange, Suite 200
                                                 Atlanta, Georgia 30339

Peter Vandenberg, Jr.                            1870 The Exchange, Suite 200
                                                 Atlanta, Georgia 30339

                                   ARTICLE VI

      A. Limitation of Liability. A director of the Corporation shall not be
liable to the Corporation or 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 General Corporation Law as the
same exists or may hereafter be amended. Any amendment, modification or repeal
of the foregoing sentence shall not adversely affect any right or protection of
a director of the corporation hereunder in respect of any act or omission
occurring prior to the time of such amendment, modification or repeal.

      B. Indemnification and Advancement of Expenses. The Corporation shall
indemnify and may advance expenses to its officers and directors to the fullest
extent permitted by the General Corporation Law as the same exists or may
hereafter be amended; provided, however, that the Corporation shall be required
to indemnify, or advance expenses to, an officer or director in connection with
a proceeding, or part thereof, commenced by such officer or director only if the
commencement of such proceeding, or part thereof, by such officer or director
was authorized by the Board.

                                  ARTICLE VII

      Except as otherwise required by law, the Corporation shall not be required
to hold a special meeting of stockholders of the Corporation unless (in addition
to any other requirements of law) (i) the holders of stock entitled to cast not
less than fifty (50) percent of all the votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign, date and deliver
to the Corporation's secretary one or more written demands for the meeting
describing the purpose or purposes for which it is to be held; or (ii) the
meeting is called by any other persons designated in the Corporation's bylaws.
Only business within the purpose or purposes described in the special meeting
notice may be conducted at a special stockholders' meeting.

                                  ARTICLE VIII

      A. General. In addition to any affirmative vote required by law and this
Certificate of Incorporation, and except as otherwise expressly provided in
Section (B) of Article III, the

                                       9
<PAGE>

affirmative vote of the holders of not less than two-thirds of the outstanding
votes of Class A Common Stock and Class B Common Stock, each voting separately
as a single class, of the Corporation shall be required for the approval or
authorization of (i) any amendment to the Certificate of Incorporation that
would alter, amend or repeal any or all of the provisions of Article VII or VIII
of this Certificate of Incorporation, and (ii) to the extent permitted by law,
any Business Combination (as that term is defined below) of the Corporation. In
addition to any affirmative vote required by law and this Certificate of
Incorporation, the affirmative vote of the holders of not less than two-thirds
of the outstanding votes of Class A Common Stock, voting separately as a class,
of the Corporation is required for the approval or authorization of any
amendment to Section B(1)(a)(3) of Article III of this Certificate of
Incorporation. In addition to any affirmative vote required by law and this
Certificate of Incorporation, the affirmative vote of the holders of not less
than two-thirds of the outstanding votes of Class B Common Stock, voting
separately as a class, of the Corporation is required for the approval or
authorization of any amendment to Section B(1)(b)(1), (3) or (6) of Article III
of this Certificate of Incorporation.

      B. When Higher Vote Not Required. The provisions of Section A of this
Article VIII shall not apply to any transaction which shall have been approved
by a majority of the Continuing Directors (as that term is defined below).

      C. Definitions. For the purposes of this Article VIII, the following
definitions shall apply:

            1. The term "Business Combination" shall mean:

                  (a) any merger or share exchange of the Corporation into or
            with another person irrespective of which person is the surviving
            entity in such merger or consolidation;

                  (b) the sale, exchange, lease, mortgage, pledge, transfer or
            other disposition (in a single transaction or a series of related
            transactions) of all or substantially all, or any Substantial Part
            (as defined below), of the assets of the Corporation;

                  (c) the adoption of any plan or proposal liquidation or
            dissolution of the Corporation;

                  (d) any transaction or series of related transactions having,
            directly or indirectly, the same effect as any of the foregoing; or

                  (e) any agreement, contract or other arrangement providing for
            any of the foregoing transactions.

            2. A "Continuing Director" is a member of the Board who was (a) a
member of the Board on February 9, 2005, or (b) designated, before his or her
initial election as a director, as a Continuing Director by a majority of the
Continuing Directors.

            3. The term "person" shall mean any individual, corporation, group
or other entity.

                                       10
<PAGE>

            4. The term "Substantial Part" shall mean more than 10 percent of
the total consolidated assets of the Corporation in question as of the end of
the most recent fiscal year ending prior to the time the determination is being
made.

                                   ARTICLE IX

      The name of the incorporator is David Gershman, and the address of the
incorporator is 2665 South Bayshore Drive, Suite 800, Miami, Florida 33133. The
powers of the incorporator are to terminate upon the filing of this Certificate
of Incorporation with the Secretary of State of the State of Delaware.

      IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges that
this Certificate of Incorporation is such incorporator's act and deed on this
8th day of February, 2005.

                                           _____________________________________
                                           David Gershman
                                           Incorporator

                                       11