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                                                                     EXHIBIT 3.1


                              AMENDED AND RESTATED


                          CERTIFICATE OF INCORPORATION

                                       OF

                              eVENTURES GROUP, INC.

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                  This Amended and Restated Certificate of Incorporation amends
and restates the Certificate of Incorporation of eVentures Group, Inc., a
corporation originally incorporated under the name of Adina, Inc., on November
19, 1987. This Amended and Restated Certificate of Incorporation has been duly
adopted pursuant to Sections 242 and 245 of the Delaware General Corporation
Law.

                  FIRST: The current name of this corporation is eVentures
Group, Inc. (the "Corporation").

                  SECOND: The address of the Corporation's registered office in
the State of Delaware is 15 East North Street, in the City of Dover, County of
Kent. The name of the registered agent in the State of Delaware at such address
is United Corporate Services, Inc.

                  THIRD: The purpose of the corporation is to engage, directly,
or indirectly, in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware as from
time to time in effect.

                  FOURTH: The aggregate number of shares which the Corporation
shall have the authority to issue is 80,000,000 shares, consisting of (i)
75,000,000 shares of Common Stock, par value $0.00002 per share (the "Common
Stock"), and (ii) 5,000,000 shares of Preferred Stock, par value $0.00002 per
share (the "Preferred Stock").

                  The following is a statement of the designations, preferences,
limitations, and relative rights, including voting rights, in respect of the
classes of stock of the Corporation and of the authority with respect thereto
expressly vested in the Board of Directors of the Corporation:

                                  COMMON STOCK

                  A. Each share of Common Stock of the Corporation shall have
identical rights and privileges in every respect. The holders of shares of
Common Stock shall be entitled to vote upon all matters submitted to a vote of
the stockholders of the Corporation and shall be entitled to one vote for each
share of Common Stock held.

                  B. Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series thereof, the holders
of shares of the Common Stock shall be

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entitled to receive such dividends (payable in cash, stock, or otherwise) when,
if and as may be declared thereon by the Board of Directors at any time and from
time to time out of any funds of the Corporation legally advisable therefor.

                                 PREFERRED STOCK

                  C. The Board of Directors of the Corporation is hereby
expressly authorized, subject to the limitations provided by law, to establish
and designate series of the Preferred Sock, to fix the number of shares
constituting each series, and to fix the designations and the preferences,
limitations, and relative rights, including voting rights, of the shares of each
series and the variations of the relative rights and preferences as between
series, and to increase and to decrease the number of shares constituting each
series, provided that the Board of Directors may not decrease the number of
shares within a series to less than the number of shares within such series that
are then issued. Each such series of Preferred Stock shall be designated so as
to distinguish the shares thereof from the shares of all other series and
classes. The relative powers, rights, preferences, and limitations may vary
between and among series of Preferred Stock in any and all respects so long as
all shares of the same series are identical in all respects, except that shares
of any such series issued at different times may have different dates from which
dividends thereon cumulate.

                  The authority of the Board of Directors of the Corporation
with respect to each series shall include, but shall not be limited to, the
authority to determine the following:

                  (a) The designation of such series;

                  (b) The number of shares initially constituting such series;

                  (c) The rate or rates and the times at which dividends on the
shares of such series shall be paid, the periods in respect of which dividends
are payable, the conditions upon such dividends, the relationship and
preferences, if any, of such dividends to dividends payable on any other class
or series of shares, whether or not such dividends shall be cumulative,
partially cumulative, or noncumulative, if such dividends shall be cumulative or
partially cumulative, the date or dates from and after which, and the amounts in
which, they shall accumulate, whether such dividends shall be share dividends,
cash or other dividends, or any combination thereof, and if such dividends shall
include share dividends, whether such share dividends shall be payable in shares
of the same or any other class or series of shares of the Corporation (whether
now or hereafter authorized) or any combination thereof, and the other terms and
conditions, if any, applicable to dividends on shares of such series;

                  (d) Whether or not the shares of such series shall be
redeemable or subject to repurchase at the option of the Corporation or the
holder thereof or upon the happening of a specified event, if such shares shall
be redeemable, the terms and conditions of such redemption, including not
limited to the date or dates upon or after which such shares shall be
redeemable, the amount per share which shall be payable upon such redemption,
which amount may vary under different conditions and at different redemption
dates, and whether such amount shall be payable in cash, property, or rights,
including securities of the Corporation or another corporation;




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                  (e) The rights of the holders of shares of such series (which
may vary depending upon the circumstances or nature of such liquidation,
dissolution, or winding up) in the event of the voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation and the relationship
or preference, if any, of such rights to rights of holders of stock of any other
class or series.

                  (f) Whether or not the shares of such series shall have voting
powers and, if such shares shall have such voting powers, the terms and
conditions thereof, including, but not limited to, the right of the holders of
such shares to vote as a separate class either alone or with the holders of
shares of one or more other classes or series of stock and the right to have
more (or less) than one vote per share;

                  (g) Whether or not a sinking fund shall be provided for the
redemption of the shares of such series and, if such a sinking fund shall be
provided, the terms and conditions thereof;

                  (h) Whether or not a purchase fund shall be provided for the
shares of such series and, if such a purchase fund shall be provided, the terms
and conditions thereof;

                  (i) Whether or not the shares of such series, at the option of
either the Corporation or the holder or upon the happening of a specified event,
shall be convertible into stock of any other class or series and, if such shares
shall be so convertible, the terms and conditions of conversion, including, but
not limited to, any provision for the adjustment of the conversion rate or the
conversion price;

                  (j) Whether or not the shares of such series, at the option of
either the Corporation or the holder or upon the happening of a specified event,
shall be exchangeable for securities, indebtedness, or property of the
Corporation and, if such shares shall be so exchangeable, the terms and
conditions of exchange, including, but not limited to, any provision for the
adjustment of the exchange rate or the exchange price; and

                  (k) Any other preferences, limitations, and relative rights as
shall not be inconsistent with the provisions of this Article Four or the
limitations provided by law.

                  D. Except as otherwise required by law, in the Corporation's
Certificate of Incorporation, or in any resolution of the Board of Directors
creating any series of Preferred Stock, the holders of shares of Preferred Stock
and all series thereof who are entitled to vote shall vote together with the
holders of shares of Common Stock, and not separately by class.

                  FIFTH: The corporation is to have perpetual existence.

                  SIXTH: Board of Directors.

                  A. Classified Board. The Board shall be divided into three
classes, as nearly equal in number as the then-authorized number of directors
constituting the Board permits, with the term of office of one class expiring
each year. Following approval of this Amended and



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Restated Certificate of Incorporation, the stockholders shall elect one class of
directors for a term expiring at the annual meeting of stockholders to be held
in 2001, another class for a term expiring at the annual meeting of stockholders
to be held in 2002, and another class for a term expiring at the annual meeting
of stockholders to be held in 2003. Such initial election may be effected by a
consent of stockholders in lieu of a meeting. Thereafter, each director shall
serve for a term ending at the third annual meeting of stockholders of the
Corporation following the annual meeting at which such director was elected.
Members of each class shall hold office until their successors are elected and
qualified. At each succeeding annual meeting of the stockholders of the
Corporation, the successors of the class of directors whose term expires at that
meeting shall be elected by a plurality vote of all votes cast at such meeting
to hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.

                  B. Vacancies. Newly created directorships resulting from any
increase in the authorized number of directors and any vacancies on the Board
resulting from death, resignation, disqualification, removal or other cause
shall be filled only by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board. Any
director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term of the class of directors in which the new
directorship was created or in which the vacancy occurred and until such
director's successor shall have been duly elected and qualified. No decrease in
the number of directors constituting the Board shall shorten the term of any
incumbent director.
                  SEVENTH: Director Nomination Procedure; Annual Meeting
Business

                  A. Director Nomination Procedure. Nominations for the election
of directors may be made by the affirmative vote of a majority of the Board or a
duly authorized committee thereof or by any holder of record of shares of
capital stock of the Corporation entitled to vote generally for the election of
directors; provided that any stockholder may nominate one or more persons for
election as directors at a meeting only if written notice of such stockholder's
intention to make such nomination or nominations has been given, either by
personal delivery or by United States mail, postage prepaid, to the Secretary of
the Corporation not later than (i) with respect to an election to be held at an
annual meeting of stockholders, ninety (90) days prior to the date that is one
year from the date of the immediately preceding meeting of stockholders and (ii)
with respect to an election to be held at a special meeting of stockholders for
the election of directors, the close of business on the seventh day following
the date on which notice of the meeting is first given to stockholders. For the
purposes of this Section (A) of this Article VII, the date notice of a meeting
is deemed to have been first given shall include, but not be limited to, the
date on which disclosure of the date of the meeting is first made in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service, or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) (or
the rules and regulations thereunder) of the Securities Exchange Act of 1934, as
amended. Each such notice to the Secretary shall set forth the following
information: (i) the name and address of record of the stockholder who intends
to make the nomination, (ii) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote generally for the
election of directors at such meeting and intends



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to appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice, (iii) the name, age, business and residential addresses
and principal occupation or employment of each nominee, (iv) a description of
all arrangements or understandings between the stockholder and each proposed
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the stockholder, (v)
such other information regarding each proposed nominee as would be required to
be included in a proxy statement filed pursuant to the rules and regulations of
the Securities and Exchange Commission and (vi) the written consent of each
proposed nominee to serve as a director of the Corporation if so elected. The
Corporation may require the proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director of the Corporation. The presiding
officer of the meeting may, if the facts warrant, determine that a nomination
was not made in accordance with the foregoing procedure, and if such officer
should so determine, such officer shall so declare to the meeting and the
defective nomination shall be disregarded.

                  Section B. Annual Meeting Business. At an annual meeting of
the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board, (ii) otherwise
properly brought before the meeting by or at the direction of the Board or (iii)
otherwise properly brought before the meeting by a stockholder. For business to
be properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be received at the
principal executive offices of the Corporation (i) not less than ninety (90)
days in advance of a meeting if such meeting is to be held on or after the
anniversary of the previous year's annual meeting, and (ii) with respect to any
other annual meeting of stockholders, on or before the close of business on the
15th day following the date (or the first date, if there be more than one) of
public disclosure of the date of such meeting. For the purposes of this Section
(B) of this Article VII, the date of public disclosure of a meeting shall
include, but not be limited to, the date on which disclosure of the date of the
meeting is first made in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service, or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) (or the rules and regulations thereunder) of the
Securities Exchange Act of 1934, as amended. A stockholder's notice to the
Secretary of the Corporation shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name, age and business
and residential addresses, as they appear on the Corporation's records, of the
stockholder proposing such business, (iii) the class and number of shares of the
Corporation which are beneficially owned by the stockholder and (iv) any
material interest of the stockholder in such business. Notwithstanding anything
in the Bylaws of the Corporation to the contrary, no business shall be conducted
at an annual meeting except in accordance with the procedures set forth herein.
The Chairman of the annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
and in accordance with the provisions



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hereof, and if the Chairman should so determine, the Chairman shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted.

                  EIGHTH: The Board of Directors may make, alter or repeal the
Bylaws of the Corporation.

                  NINTH: Special meetings of stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the Chairman
of the Board or by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have if
there were no vacancies, and such special meeting may not be called by any other
person or persons.

                  TENTH: To the fullest extent permitted by the General
Corporation Law of Delaware, as the same may be amended from time to time, the
Corporation shall indemnify any and all of its directors, officers, employees or
agents of the Corporation or former directors and officers, or any person who is
or was serving at the Corporation's request as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise. 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 of another corporation, partnership, joint
venture, trust, limited liability company or other enterprise, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability.

                  No amendment nor repeal of this Article, nor the adoption of
any provision of this Corporation's Certificate of Incorporation inconsistent
with this Article, shall eliminate or reduce the effect of this Article, in
respect of any matter occurring, or any action or proceeding accruing or arising
or that, but for this Article, would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision.

                  ELEVENTH: To the fullest extent permitted by the General
Corporation Law of Delaware, as the same may be amended from time to time, a
director or former 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 for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. No repeal, amendment or modification of this Article, whether
direct or indirect, shall eliminate or reduce its effect with respect to any act
or omission of a director or former director of the corporation prior to such
repeal, amendment or modification.

                  TWELFTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter



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prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.


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                  IN WITNESS WHEREOF, the corporation has caused this Amended
and Restated Certificate to by duly executed this 4th day of April, 2000.





                                   /s/  Stuart J. Chasanoff
                                   ---------------------------------------------
                                   By:   Stuart J. Chasanoff
                                   Its:  Senior Vice President,
                                         Corporate Development and Legal Affairs


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