<PAGE>

                                                                 Exhibit 3.01

                              STATE OF DELAWARE

                         OFFICE OF THE SECRETARY OF STATE

                         --------------------------------

    I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
THE INCORPORATION OF "CAPUCINO'S, INC.", FILED IN THIS OFFICE ON THE TWELFTH
DAY OF MAY, A.D. 1989, AT 3 O'CLOCK P.M.





                                          /s/ Edward J. Freel
                                 [SEAL]   ------------------------------
                                          EDWARD J. FREEL, SECRETARY OF STATE

2196645  8100                             AUTHENTICATION:  9392861

981427902                                           DATE:  11-06-98


<PAGE>

                           CERTIFICATE OF INCORPORATION
                                        OF
                                 CAPUCINO'S, INC.

     The undersigned, acting as incorporator of CAPUCINO'S, INC. under the
General Corporation Law of Delaware adopts the following Articles of
Incorporation:

                                ARTICLE I. NAME
                                ---------------

    The name of the corporation is CAPUCINO'S, INC.

                              ARTICLE II. PURPOSE
                              -------------------

    This corporation may engage in any lawful act of activity for which
corporations may be organized under the General Corporation Law of Delaware.

                         ARTICLE III. AUTHORIZED SHARES
                         ------------------------------

     The corporation is authorized to issue 25,000,000 shares of common
stock, having a par value of one cent ($.01) per share. The common stock of
the corporation shall possess all such rights and privileges as are afforded
to capital stock by Delaware law in the absence of any express grant of
rights or privileges in the corporation's Certificate of Incorporation,
including but not limited to, the following:

         (i) Holders of the common stock shall be entitled to one (1) vote
    per share on each matter submitted to a vote at a meeting of
    stockholders; PROVIDED, HOWEVER, that there shall not be any cumulative
    voting of the common stock.

         (ii) Dividends may be declared and paid or set aside for payment
    upon the common stock out of any assets or funds of the corporation legally
    available therefor.

         (iii) Upon the voluntary or involuntary liquidation, dissolution or
    winding up of the corporation, its net assets shall be distributed
    ratably by holders of the common stock.

Notwithstanding anything to the contrary in this paragraph, no holder of
shares of common stock of the corporation shall have any preemptive rights
with respect to the issuance of any stock or securities of the corporation.

                ARTICLE IV. INITIAL REGISTERED OFFICE AND AGENT
                -----------------------------------------------

    The street address of the initial registered office of the corporation is
c/o United Corporate Services, Inc., 15 East North Street, Dover, Delaware
19901, and the name of the Kent County,


<PAGE>


corporation's initial registered agent at that address is United Corporate
Services, Inc.

                                  ARTICLE V.
             POWERS AND AUTHORITY OF DIRECTORS AND STOCKHOLDERS
             --------------------------------------------------

    The following provisions are inserted for the management of the business
and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the corporation and of
its directors and stockholders:

    (1)  The number of directors of the corporation shall be such as from time
to time shall be fixed by, or in the manner provided in the bylaws. Election
of the directors need not be by ballot unless the bylaws so provide.

    (2)  The Board of Directors shall have power without the assent or vote of
the stockholders:

         (a)  To make, alter, amend, change, add to or repeal the bylaws of
the corporation; to fix and vary the amount to be reserved for any proper
purpose; to authorize and cause to be executed mortgages and liens upon all
or any part of the property of the corporation; to determine the use and
disposition of any surplus or net profits; and to fix the times for the
declaration and payment of dividends.

         (b)  To determine from time to time whether, and to what times and
places, and under what conditions the accounts and books of the corporation
(other than the stockledger) or any of them, shall be open to the inspection
of the stockholders.

    (3)  The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or at any
meeting of he stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the corporation which
is represented in person or by proxy at such meeting and entitled to vote
thereat (provided that a lawful quorum of stockholders be there represented
in person or by proxy) shall be as valid and as binding upon the corporation
and upon all the stockholders as though it had been approved or ratified by
every stockholder of the corporation, whether or not the contract or act
would otherwise be open to legal attack because of directors' interest, or
for any other reason.

    (4)  In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done
by the corporation; subject, nevertheless, to the provisions of the statutes
of Delaware, of this certificate, and to any bylaws from time to

                                       2

<PAGE>

time made by the stockholders; provided, however, that no bylaws so made
shall invalidate any prior act of the directors which would have been valid
if such bylaw had not been made.

                          ARTICLE VI. INCORPORATOR

     The name and street address of the incorporator are as follows:

             Name                           Address
             ----                           -------
             Geoffrey C. Cheney             c/o Holland & Knight
                                            1200 Brickell Avenue
                                            Miami, Florida 33131

                        ARTICLE VII. INDEMNIFICATION

     No director shall be liable to the corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except with respect to (1) a breach of the director's duty of loyalty to the
corporation or its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law or (4) a
transaction from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the liability of
the corporation's directors to the corporation or its stockholders to the
fullest extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law, as amended from time to time. The corporation shall
indemnify to the fullest extent permitted by Sections 102(b)(7) and 145 of
the Delaware General Corporation Law, as amended from time to time, each
person that such Sections grant the corporation the power to indemnify.

                         ARTICLE VIII. REORGANIZATION

     Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware, may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof or
on the application of any receiver or receivers appointed for this
corporation under the provisions of Section 291 of Title 8 of the Delaware
Code or on the application of trustees in dissolution or of any receiver or
receivers appointed for this corporation under the provisions of Section 279
Title 8 of the Delaware Code order a meeting of the creditors or class or
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths (3/4) in
value of the creditors or class of creditors,

                                       3

<PAGE>

and/or of the stockholders or class of stockholders of this corporation, as
the case may be, agree to any compromise or arrangement and to any
reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been
made, be binding on all the creditors or class of creditors, and/or on all
the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

     IN WITNESS WHEREOF, the undersigned hereby executes this document and
affirms that the facts set forth herein are true under the penalties of
perjury this 8th day of May, 1989.

                                              /s/ Geoffrey C. Cheney
                                          --------------------------------
                                          Geoffrey C. Cheney, Incorporator


                                       4


<PAGE>


                               STATE OF DELAWARE
                       OFFICE OF THE SECRETARY OF STATE
                       --------------------------------
     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "CAPUCINO'S, INC.", CHANGING ITS NAME FROM "CAPUCINO'S, INC." TO
"BOSTON RESTAURANT ASSOCIATES, INC.", FILED IN THIS OFFICE ON THE
TWENTY-FOURTH DAY OF JUNE, A.D. 1994, AT 10:45 O'CLOCK A.M.









                                                 /s/ Edward J. Freel
                        [SEAL]          --------------------------------------
                                         EDWARD J. FREEL, SECRETARY OF STATE

2196645 8100                             AUTHENTICATION: 9392860.
981427902                                          DATE: 11-06-98


<PAGE>

                                                        STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                     FILED 10:45 AM 06/24/1994
                                                        944115809 - 2196645

                           CERTIFICATE OF AMENDMENT

                                     OF

                         CERTIFICATE OF INCORPORATION

                               CAPUCINO'S, INC.

     CAPUCINO'S, INC., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), pursuant to Section 242 of the
Delaware General Corporation Law, hereby certifies as follows:

     1.  The Board of Directors of the Corporation, by unanimous written
consent dated as of May 25, 1994, duly adopted the following resolutions in
accordance with the provisions of Section 141 and 242 of the Delaware General
Corporation Law:

RESOLVED, that it is hereby declared advisable that Article First of
the Certificate of Incorporation of CAPUCINO's, INC. (the "Company") be
amended in its entirety to read as follows:

          ARTICLE FIRST.  The name of this corporation is Boston Restaurant
Associates, Inc.

RESOLVED, that it is hereby declared advisable that Article THIRD of the
Company's Certificate of Incorporation be amended by addition of the
following provision:

     Simultaneously with the effective date of this amendment (the
"Effective Date"), each share of the Company's Common Stock, par value
$.01 per share, issued and outstanding immediately prior to the
Effective Date (the "Old Shares") shall automatically and without any
action on the part of the holder thereof be reclassified as and changed
into one-tenth (1/10) of a share of the Company's Common Stock par value
$.01 per share (the "New Shares"), subject to the treatment of
fractional share interests as described below. Each holder of a
certificate or certificates which immediately prior to the Effective
Date represented outstanding Old Shares (the "Old Certificates," whether
one or more) shall be entitled to receive upon surrender of such Old
Certificates to the Company's Transfer Agent for cancellation, a
certificate or certificates (the "New Certificates," whether one or
more) representing the number of whole New Shares into which and for
which the Old Shares formerly represented by such Old Certificates so
surrendered are reclassified under the terms hereof. From

                                     -1-

<PAGE>

and after the Effective Date, Old Certificates shall represent only the right
to receive New Certificates (and, where applicable, one New Share in lieu of
fractional shares, as provided below) pursuant to the provisions hereto. No
certificates or scrip representing fractional share interests in New Shares
will be issued, and no such fractional share interest will entitle the holder
thereof to vote, or to any rights of a shareholder of the Company. A holder
of Old Certificates shall receive, in lieu of any fraction of a share of New
Shares to which the holder would otherwise be entitled, one additional New
Share. If more than one Old Certificate shall be surrendered at one time for
the account of the same stockholder, the number of full New Shares for which
New Certificates shall be issued shall be computed on the basis of the
aggregate number of shares represented by the Old Certificates so
surrendered. In the event that the Company's Transfer Agent determines that a
holder of Old Certificates has not tendered all his certificates for
exchange, the Transfer Agent shall carry forward any fractional shares until
all certificates of that holder have been presented for exchange such that
payment for fractional shares to any one person shall not exceed one New
Share. If any New Certificate is to be issued in a name other than that in
which the Old Certificates surrendered for exchange are issued, the Old
Certificates so surrendered shall be properly endorsed and otherwise in
proper form for transfer, and the person or persons requesting such exchange
shall affix any requisite stock transfer tax stamps to the Old Certificates
surrendered, or provide funds for their purchase, or establish to the
satisfaction of the Transfer Agent that such taxes are not payable. From and
after the Effective Date the amount of capital represented by the New Shares
into which and for which Old Shares are reclassified under the terms hereof
shall be the same as the amount of capital represented by the Old Shares so
reclassified, until thereafter reduced or increased in accordance with
applicable law.

     FURTHER RESOLVED, that at any time prior to the filing of the
foregoing amendment to the Company's Certificate of Incorporation
effecting a one-for-ten Reverse Stock Split, notwithstanding
authorization of the proposed amendment by the stockholders of the
Company, the board of directors may abandon such proposed amendment
without further action by the stockholders.

     2.  The foregoing amendments to the Certificate of Incorporation
were duly adopted by stockholders of the Company holding a majority of
the stock entitled to vote thereon by written consent given in
accordance with Section 228 of the Delaware General Corporation Law and
in accordance with the provisions of Section 242 of the General
Corporation Law of Delaware on June 23, 1994.

                                     -2-

<PAGE>

     IN WITNESS WHEREOF, CAPUCINO'S INC.  has caused this Certificate of
Amendment of its Certificate of Incorporation to be signed by George R.
Chapdelaine its President and attested to by Gordon R. Penman its Assistant
Secretary, this 24th day of June, 1994.

                                          CAPUCINO'S, INC.


                                          By:  /s/ George R. Cahpdelaine,
                                              ---------------------------
                                              George R. Chapdelaine,
                                              President

ATTEST:

By:  /s/ Gordon R. Penman
    ----------------------
    Gordon R. Penman,
    Assistant Secretary










                                     -3-



<PAGE>


                                     STATE OF DELAWARE

                            OFFICE OF THE SECRETARY OF STATE

                            --------------------------------

    I, EDWARD J. FREEL, SECRETARY OF THE STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "BOSTON RESTAURANT ASSOCIATES, INC.", FILED IN THIS OFFICE ON
THE FOURTEENTH DAY OF JUNE, A.D. 1999, AT 10 O'CLOCK A.M.

    A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS.





                                    [SEAL]   /s/ Edward J. Freel
                                             -----------------------------------
                                             EDWARD J. FREEL, SECRETARY OF STATE

2196645  8100                                AUTHENTICATION: 9803209
991237448                                              DATE: 06-14-99

<PAGE>

                          CERTIFICATE OF AMENDMENT

                                      OF

                        CERTIFICATE OF INCORPORATION

                                      OF

                      BOSTON RESTAURANT ASSOCIATES, INC.

    Boston Restaurant Associates, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware, pursuant to
Section 242 of the Delaware General Corporation Law, DOES HEREBY CERTIFY:

    FIRST:    That the Board of Directors of Boston Restaurant Associates,
Inc., duly adopted the resolutions approving the following amendment to the
Certificate of Incorporation of said corporation at the Annual Meeting of
the Directors duly held at which a quorum was present and acting throughout
and in accordance with the provisions of Section 242 of the General
Corporation Law of Delaware, on September 14, 1998:

    The maximum amount of shares of preferred stock that this corporation
    shall be authorized to issue shall be 10,000,000 shares of preferred
    stock, $.01 par value per share (the "Preferred Stock"). The Preferred
    Stock may be created and issued from time to time in one or more series
    with such designations, preferences, limitations, conversion rights,
    cumulative, relative, participating, optional or other rights, including
    voting rights, qualifications, limitations or restrictions thereof as
    determined by the Board of Directors of the Corporation and set forth in
    the resolution or resolutions providing for the creation and issuance of
    the stock in such series.

    SECOND:   The foregoing amendment to the Certificate of Incorporation was
duly adopted by the stockholders of the Corporation at the Annual Meeting of
the Stockholders duly held at which a quorum was present and acting
throughout and in accordance with the provisions of Section 242 of the
General Corporation Law of Delaware, on September 14, 1998.


                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED 10:00 AM 06/14/1999
                                                        991237448 - 2196645

<PAGE>

    ARTICLE THIRD of the Certificate of Incorporation shall be amended by
adding the following paragraph at the end of said ARTICLE THIRD:

    The maximum amount of shares of preferred stock that this corporation
    shall be authorized to issue shall be 10,000,000 shares of preferred
    stock, $.01 par value per share (the "Preferred Stock"). The Preferred
    Stock may be created and issued from time to time in one or more series
    with such designations, preferences, limitations, conversion rights,
    cumulative, relative, participating, optional or other rights, including
    voting rights, qualifications, limitations or restrictions thereof as
    determined by the Board of Directors of the Corporation and set forth in
    the resolution or resolutions providing for the creation and issuance of
    the stock in such series.

    IN WITNESS WHEREOF, said Boston Restaurant Associates, Inc., has caused
    this Certificate of Amendment of its Certificate of Incorporation to be
    signed by George R. Chapdelaine, and attested by Robert Fabrizio, its
    Assistant Secretary, this 9th day of June 1999.

                                            /s/ George R. Chapdelaine
                                            -------------------------
                                            George R. Chapdelaine
                                            President


ATTEST:

/s/ Robert Fabrizio
------------------------------------
Robert Fabrizio, Assistant Secretary