EXHIBIT 3.19

CERTIFICATE OF INCORPORATION

EQUIPMENT SALES CO. INCORPORATED.

We, the Subscribers, CERTIFY that we do hereby associate ourselves to be a
body politic and corporate under the statute laws of the State of Connecticut,
and we FURTHER CERTIFY:

FIRST: That the name of the corporation is EQUIPMENT SALES CO.
INCORPORATED.

SECOND: That said corporation is to be located in the Town of New Haven,
in the State of Connecticut

THIRD: That the nature of the business to be transacted, and the purposes
to be promoted and carried out by said corporation are as follows: To conduct a
general manufacturer's representative and manufacturer's sales agent business,
and to act as agent or representative of corporations, firms and individuals,
and, as such, to develop and extend the business interests of corporations,
firms and individuals; to engage in wholesale and retail merchandising of
personal property of any description, and the manufacture thereof , and also
designing and development in connection with any of the corporate purposes
herein set forth; to manufacture, buy and sell, install, extract, nurture, grow
or care for, and in any manner deal in or with, any kind of material or article,
crop, animal or thing; to acquire, hold, use, own, develop, lease, mortgage,
pledge, sell, assign, convey, or otherwise dispose of or otherwise deal in and
exercise any and all rights in respect to real or personal property of every
kind, class, or description, including stocks, bonds, and other securities, and
also including trade-marks, trade names, patents, inventions, improvements and
processes granted by, recognized or otherwise existing under the laws of the
United States or any State thereof, or any foreign Country or subdivision
thereof, and licenses, sub-licenses, assignments and any

other interests in connection with the foregoing and in respect to all of the
foregoing, to take and grant licenses and sub-licenses, or otherwise turn the
same to account; and in addition to the types of agency and representation first
above set forth, to set as any other kind of agent or representative for, or in
partnership or other association with, any person, firm or corporation, and for
any and all purposes not specifically forbidden by law, whether or not
enumerated above.

FOURTH: That the amount of capital stock with which this corporation shall
begin business is Fifty Thousand Dollars ($50,000), divided into five thousand
(5,000) shares, of the par value of Ten Dollars ($10) each, all common stock.

FIFTH: That the amount of paid-in capital with which this corporation
shall begin business is not less than One Thousand Dollars ($1,000).

SIXTH: That the duration of said corporation is unlimited.

SIGNATURES OF INCORPORATORS

NAME RESIDENCE

Robert H. MacArthur Hamden, Conn.
- ------------------------------------ -------------------------------------
Benjamin A. Chase Orange, Conn.
- ------------------------------------ -------------------------------------
James W. Cooper Woodbridge, Conn.
- ------------------------------------ -------------------------------------

Dated at New Haven, Connecticut, this 20th day of June, 1951.

STATE OF CONNECTICUT )
COUNTY OF NEW HAVEN ) ss.: New Haven, June 20th 1951

Personally appeared Robert H. MacArthur, Benjamin A. Chase, and James
W. Cooper, being all of the Incorporators of Equipment Sales Co.,
Incorporated, and made solemn oath to the foregoing Certificate by them
signed, before me,

/s/ Sophie B. Nettleton (Notarial
------------------------------------
Seal)
Approved, June 21, 1951 Notary Public.
Alice K. Leopold, Secretary
By F.S. Hoffer, Jr.
Corporation Fee, $50,000
Paid June 21, 1951
Elsie E. Rodgers, for secretary

Cert. No. 23778

WHEREAS, the Certificate of Incorporation of Equipment Sales Co.,
Incorporated sets forth that said corporation is to be organized under the
statute laws of the State of Connecticut, and has an authorized capital stock of
$50,000,divided into 5,000 shares of the par value of $10. each, all of which is
common stock,

NOW, THEREFORE, subject to the provisions of the statute laws of the State
of Connecticut, and under the terms and conditions set forth in said Certificate
of Incorporation, each subscriber hereby agrees to take the number of shares of
said capital stock annexed to his name, each share to be of the par value of
$10. And he further agrees to pay for the same in cash or in property acceptable
to the Board of Directors upon call by the Board of Directors.

Dated at New Haven, Connecticut, this 23 day of July, 1951.

No. of
Name Address Shares

/s/ Robert H. MacArthur
Robert H. MacArthur Hamden, Conn. 274

/s/ Benjamin A. Chase
Benjamin A. Chase Orange, Conn. 274

/s/ Richard H. Bowerman
Richard H. Bowerman Orange, Conn. 2

CERTIFICATE

AMENDING OR RESTATING BOARD OF BOARD OF BOARD OF
CERTIFICATE [ ] INCORPORATORS [ ] DIRECTORS [x] DIRECTORS [ ] DIRECTORS
OF INCORPORATION BY AND SHAREHOLDERS AND MEMBERS
ACTION OF (Stock Corporation) (Nonstock Corporation)

772 For office use only
STATE OF CONNECTICUT ACCOUNT NO.
VOL. 995 SECRETARY OF THE STATE
INITIALS

NAME OF CORPORATION DATE

EQUIPMENT SALES CO., INCORPORATED December 14, 1981

2. The Certificate of incorporation is [X] A. AMENDED ONLY [ ] B. AMENDED AND RESTATED [ ] C. RESTATED ONLY by the
following resolution

That the Certificate Of Incorporation of this corporation be amended as
follows:

(1) That the authorized $10.00 par value common stock of the corporation
be increased from 5,000 shares to 92,400 shares; and that said
common stock with par value of $10.00 per share be designated as
Class A common stock.

(2) That a new class of stock be authorized consisting of 12,600 shares
of common stock without par value and designated as Class B common
stock, and as a result, the total capital stock authorized is as
follows:

Number Of Shares Number of Shares
Class Of Stock With $10.00 Par Value Without Par Value
-------------- --------------------- -----------------

Class A Common 92,400 None
Class B Common None 12,600

(CONTINUED ON ATTACHED RIDER)

3. (Omit if 2A is checked.)

(a) The above resolution merely restates and does not change the
provisions of the original Certificate of Incorporation as supple-
mented and amended to date, except as follows: (Indicate amendments
made, if any; if none, so indicate.)

(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented to date, and the provisions of this Certificate
Restating the Certificate of Incorporation.

BY ACTION OF INCORPORATORS

[ ] 4. The above resolution was adopted by vote of at least two-thirds of
the incorporators before the organization meeting of the
corporation, and approved in writing by all subscribers (if any) for
shares of the corporation, or if nonstock corporation, by all
applicants for membership entitled to vote, if any.

We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement that the statements made in the foregoing
certificate are true.

SIGNED SIGNED SIGNED

APPROVED

(all subscribers or, if nonstock corporation, all applicants for membership
entitled to vote; if none, so indicate.)

SIGNED SIGNED SIGNED

(Over)

773

R I D E R

(3) That each share of either class shall be equal in all respects (except as
hereinafter set forth) to each share of the other class and shall be
entitled to the same dividends, subject to and except the following:

(i) The Class A common stock shall be the sole voting stock and the
holders of the Class A stock shall alone be entitled to notice of
and to attend any meeting of the stockholders, except as otherwise
specifically required by law.

(ii) The Class B common stock shall be non-voting stock and the holders
of Class B stock shall not be entitled to notice of or to attend any
meeting of the stockholders, except where otherwise specifically
required by law.

(iii) If stock dividends shall be declared in common stock of this
corporation, the holders of Class B common stock shall receive a
like amount of non-voting common stock under such declaration of
dividends as the amount of the voting common stock to be received by
the holders of the Class A common stock under such declaration of
dividend; but no such stock dividends shall be declared of voting
common stock upon shares of non-voting common stock nor of
non-voting common stock upon voting common stock.

774

BY ACTION OF BOARD OF DIRECTORS

[ ] 4. (Omit if 2-c is checked.) The above resolution was adopted by the
board of of directors acting alone,

[ ] there being no shareholders or [ ] the board of directors being so
subscribers authorized pursuant to Section
33-341, Conn. G.S. as amended

[ ] the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution

5. The number of affirmative votes 6. The number of directors' votes
required to adopt such resolution in favor of the resolution was:
is:

WE HEREBY DECLARE UNDER THE PENALTIES OF FALSE STATEMENT THAT THE STATEMENTS
MADE IN THE FOREGOING CERTIFICATE ARE TRUE.

NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)

NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

SIGNED (President or Vice President)

SIGNED (Secretary or Assistant Secretary)

BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS

[X] 4. The above resolution was adopted by the board of directors and by
shareholders.

5. Vote of shareholders:

(a) (Use if no shares are required to be voted as a class.)

NUMBER OF SHARES ENTITLED TO VOTE
165

TOTAL VOTING POWER
165

VOTE REQUIRED FOR ADOPTION
83

VOTE FAVORING ADOPTION
165

(b) (If the shares of any class are entitled to vote as a class, indicate the
designation and number of outstanding shares at each such class the voting
power thereof, and the vote of each such class for the amendment
resolution.)

Not Applicable

We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.

NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)

Robert W. Dzuris

SIGNED (President or Vice President)
/s/ Robert W. Dzuris

NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

Leroy Watson

SIGNED (Secretary or Assistant Secretary)
/s/ Leroy Watson

BY ACTION OF BOARD OF DIRECTORS AND MEMBERS

[ ] 4. The above resolution was adopted by the board of directors and by
members.

5. Vote of members:

(a) (Use if no members are required to vote as a class.)

NUMBER OF MEMBERS VOTING

TOTAL VOTING POWER

VOTE REQUIRED FOR ADOPTION

VOTE FAVORING ADOPTION

(b) (If the members of any class are entitled to vote as a class, indicate the
designation and number of members of each such class, the voting power
thereof, and the vote of each such class for the amendment resolution.)

We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.

NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)

NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

SIGNED (President or Vice President)

SIGNED (Secretary or Assistant Secretary)

FOR OFFICE USE ONLY

F I L E D
STATE OF CONNECTICUT

DEC 23 1981

FILING FEE
$30 512.50

CERTIFICATION FEE
$9.50

TOTAL FEES
$552.00

SIGNED (for Secretary of the State)

CERTIFIED COPY SENT ON DATE

1 cc + rec. Brian J. Farrell, Esq.

INITIALS

Sent 1-11-82 RS

TO
P.O. Box 1405
Yalesville Station, Wallingford, CT 06492

CARD

LIST

PROOF

CERTIFICATE OF STOCK CORPORATION

[ ] CANCELLATION OF SHARES

[X] RETIREMENT OF SHARES

2935 For office use only

STATE OF CONNECTICUT ACCOUNT NO.
VOL. 999 SECRETARY OF THE STATE
INITIALS

The name of the corporation is Equipment Sales Co., Incorporated

2 2 DESIGNATION OF SHARES NUMBER OF SHARES
- - ----------------------- -------------------------------------------
[ ] CANCELLATION [X] RETIREMENT ISSUED AND AUTHORIZED
OF SHARES OF SHARES CLASS SERIES PAR OUTSTANDING TREASURY (for ____ only)
- -----------------------------------------------------------------------------------------------------------------------------

a. before cancellation a. before retirement A Common $10.00 165 495 92,400

B Common No None None 12,600

b. Shares being b. Shares being A Common $10.00 495
cancelled retired

c. After cancellation c. After retirement A Common $10.00 165 None 92,400

B Common No None None 12,600

Dated at Lowell, Massachusetts this 5th day of March, 1982

We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.

NAME OF PRESIDENT xxxxxxxxxxxxxxxxx (Print or Type)

Robert W. Dzuris

SIGNED (President or Vice President)

/s/ ROBERT W. DZURIS

NAME OF SECRETARY xxxxxxxxxxxxxxxxxxxxxx (Print or Type)

Leroy Watson

SIGNED (Secretary or Assistant Secretary)

/s/ LEROY WATSON

FOR OFFICE USE ONLY

F I L E D
STATE OF CONNECTICUT

APR 16 1982

FILING FEE
$6

CERTIFICATION FEE
$9

TOTAL FEES
$15

SIGNED (for Secretary of the State)

CERTIFIED COPY SENT ON DATE

Rec + 1 cc 5/12/82

INITIALS

JBM

CARD

LIST

PROOF

CERTIFICATE
AMENDING OR RESTATING CERTIFICATE BOARD OF BOARD OF DIRECTORS BOARD OF DIRECTORS
OF INCORPORATION BY [ ] INCORPORATORS [ ] DIRECTORS [X] AND SHAREHOLDERS [ ] AND MEMBERS
ACTION OF (Stock Corporation) (Nonstock Corporation)

2938 For office use only
STATE OF CONNECTICUT
VOL. 1007 SECRETARY OF THE STATE ACCOUNT NO.

INITIALS

NAME OF CORPORATION DATE
EQUIPMENT SALES CO., INCORPORATED October 6, 1982

2. The Certificate of incorporation is

[X] A. AMENDED ONLY
[ ] B. AMENDED AND RESTATED
[ ] C. RESTATED ONLY by the following resolution

That the Certificate Of Incorporation of this corporation be amended as
follows:

That all of the authorized Class A common stock with $10.00 Par
Value be designated as Class A common stock without Par Value and as
a result, the total capital stock authorized is as follows:

Number of Shares
Class Of Stock Without Par Value
-------------- -----------------

Class A Common 92,400
Class B Common 12,600

3. (Omit if 2A is checked.)

BY ACTION OF INCORPORATORS

We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement that the statements made in the foregoing
certificate are true.

SIGNED

APPROVED
(all subscribers or, if nonstock corporation, all
applicants for membership entitled to vote; if none,
so indicate.)

SIGNED

(Over)

2939

BY ACTION OF BOARD OF DIRECTORS

[ ] 4. (Omit if 2-c is checked.) The above resolution was adopted by the
board of of directors acting alone,

[ ] there being no shareholders or [ ] the board of directors being so
subscribers authorized pursuant to Section
33-341, Conn. G.S. as amended

[ ] the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution

5. The number of affirmative votes 6. The number of directors' votes
required to adopt such resolution in favor of the resolution was:
is:

WE HEREBY DECLARE UNDER THE PENALTIES OF FALSE STATEMENT THAT THE STATEMENTS
MADE IN THE FOREGOING CERTIFICATE ARE TRUE.

NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)

NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

SIGNED (President or Vice President)

SIGNED (Secretary or Assistant Secretary)

BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS

[X] 4. The above resolution was adopted by the board of directors and by
shareholders.

5. Vote of shareholders:

(a) (Use if no shares are required to be voted as a class.)

NUMBER OF SHARES ENTITLED TO VOTE
165

TOTAL VOTING POWER
165

VOTE REQUIRED FOR ADOPTION
83

VOTE FAVORING ADOPTION
165

Not Applicable

We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.

NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)

Robert W. Dzuris

SIGNED (President or Vice President)
/s/ Robert W. Dzuris, PRESIDENT

NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

Leroy Watson

SIGNED (Secretary or Assistant Secretary)
/s/ Leroy Watson, SECRETARY

BY ACTION OF BOARD OF DIRECTORS AND MEMBERS

[ ] 4. The above resolution was adopted by the board of directors and by
members.

5. Vote of members:

(a) (Use if no members are required to vote as a class.)

NUMBER OF MEMBERS VOTING

TOTAL VOTING POWER

VOTE REQUIRED FOR ADOPTION

VOTE FAVORING ADOPTION

We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.

NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)

NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

SIGNED (President or Vice President)

SIGNED (Secretary or Assistant Secretary)

FOR OFFICE USE ONLY

F I L E D
STATE OF CONNECTICUT

OCT 25 1982

FILING FEE
$30

CERTIFICATION FEE
$9

TOTAL FEES
$39.50

SIGNED (Secretary of the State) (50 cent overpayment)

CERTIFIED COPY SENT ON DATE

Rec + cc 11/5/82

INITIALS

CARD

LIST

PROOF

CERTIFICATE OF MERGER

ACCUPOINT, INC.

WITH

EQUIPMENT SALES CO., INCORPORATED

To the Secretary of State
State of Connecticut

Pursuant to the provisions of the Stock Corporation Act of the State of
Connecticut governing the merger of one or more foreign subsidiary corporations
with a domestic parent corporation, it is hereby certified that:

1. The names of the merging corporations are Accupoint, Inc.,
which is a business corporation organized under the laws of the Commonwealth of
Massachusetts, which is to be the terminating corporation, and which is
sometimes hereinafter referred to as the "subsidiary corporation", and Equipment
Sales Co., Incorporated, which is a business corporation organized under the
laws of the State of Connecticut, which is to be the surviving corporation, and
which is sometimes hereinafter referred to as the "parent corporation".

2. The subsidiary corporation has only one class of outstanding
shares, all of which are owned by the parent corporation.

3. The Certificate of Incorporation of the parent corporation
contains no provisions for merging the subsidiary corporation with the parent
corporation in a manner otherwise than that prescribed by the provisions of
Section 33-370 of the Stock Corporation Act of the State of Connecticut.

4. The Plan of Merger does not effect any change in the
Certificate of Incorporation of the parent corporation.

5. Annexed hereto and made a part hereof is the Plan of Merger
for merging the subsidiary corporation with the parent corporation as approved
by resolution of the Board of Directors of each of said merging corporations.

6. A merger of a kind permitted by the provisions of Section
33-370 of the Stock Corporation Act of the State of Connecticut is permitted by
the laws of the jurisdiction of organization of the subsidiary corporation; and
the merger of the subsidiary corporation with the parent corporation is in
compliance with said laws.

7. The Plan of Merger provides that the merger shall be effective
in the State of Connecticut on November 1, 1983.

Dated at Lowell, Massachusetts on October 26, 1983.

The undersigned officers of Accupoint, Inc. do hereby state under
the penalties of false statement that the statements pertaining to Accupoint,
Inc. contained in the foregoing Certificate of Merger are true.

Robert W. Dzuris
------------------------------
President

Leroy P. Watson
------------------------------
Clerk (Secretary)

Dated at Lowell, Massachusetts on October 26, 1983.

The undersigned officers of Equipment Sales Co., Incorporated state
under the penalties of false statement that the statements pertaining to
Equipment Sales Co., Incorporated contained in the foregoing Certificate of
Merger are true.

/s/ Robert W. Dzuris
---------------------------------
President

/s/ (conformed yet illegible)
---------------------------------
Secretary

PLAN OF MERGER approved on October 24, 1983 by Accupoint, Inc., a
business corporation organized under the laws of the Commonwealth of
Massachusetts, and by resolution adopted by its Board of Directors on said date,
and approved by Equipment Sales Co., Incorporated, a business corporation
organized under the laws of the State of Connecticut, and by resolution adopted
by its Board of Directors on said date.

1. Accupoint, Inc. shall be merged with Equipment Sales Co.,
Incorporated pursuant to the provisions of the Business Corporation Law of the
Commonwealth of Massachusetts and pursuant to the provisions of the Stock
Corporation Act of the State of Connecticut. Equipment Sales Co., Incorporated,
which owns all of the outstanding shares of Accupoint, Inc., shall be the
surviving corporation pursuant to the provisions of the Stock Corporation Act of
the State of Connecticut and is sometimes hereinafter referred to as the
"surviving parent corporation". The separate existence of Accupoint, Inc., which
is sometimes hereinafter referred to as the "terminating subsidiary
corporation", shall cease upon the effective date of the merger in accordance
with the provisions of the Business Corporation Law of the Commonwealth of
Massachusetts.

2. The Certificate of Incorporation of the surviving parent
corporation upon the effective date of the merger in the State of Connecticut
shall be the Certificate of Incorporation of said surviving parent corporation
and shall continue in full force and effect until amended and changed in the
manner prescribed by the provisions of the Stock Corporation Act of the State of
Connecticut.

3. The by-laws of the surviving parent corporation upon the
effective date of the merger in the State of Connecticut shall be the by-laws of
said surviving parent corporation and shall continue in full force and effect
until changed, altered or amended as therein provided and in the manner
prescribed by the provisions of the Stock Corporation Act of the State of
Connecticut.

4. The directors and officers in office of the surviving parent
corporation upon the effective date of the merger in the State of Connecticut
shall continue to be the members of the Board of Directors and the officers of
the surviving parent corporation, all of whom shall hold their directorships and
offices until the election and qualification of their respective successors or
until their tenure is otherwise terminated in accordance with the by-laws of the
surviving parent corporation.

5. The issued shares of the terminating subsidiary corporation
shall not be converted or exchanged in any manner, but each said share which is
issued as of the effective date of the merger shall be surrendered and
extinguished. The issued shares of the surviving parent corporation shall not be
converted or exchanged in any manner, but each said share which is issued as of
the effective date of the merger shall continue to represent one issued share of
the surviving parent corporation.

6. In the event that the merger of the terminating subsidiary
corporation with the surviving parent corporation shall have been fully
authorized in accordance with the provisions of the Business Corporation Law of
the Commonwealth of Massachusetts and in accordance with the provisions of the
Stock Corporation Act of the State of Connecticut, the terminating subsidiary
corporation and the surviving parent corporation hereby stipulate that they will
cause to be executed and filed and/or recorded any document or documents
prescribed by the laws of the Commonwealth of Massachusetts and the State of
Connecticut, and that they will cause to be performed all necessary acts therein
and elsewhere to effectuate the merger.

7. The Board of Directors and the proper officers of the
terminating subsidiary corporation and of the surviving parent corporation,
respectively, are hereby authorized, empowered and directed to do any and all
acts and things, and to make, execute, deliver, file, and/or record any and all
instruments, papers and documents which shall be or become necessary, proper or
convenient to carry out or put into effect any of the provisions of this Plan of
Merger or of the merger herein provided for.

8. The effective date of the merger herein provided for shall,
insofar as the provisions of the Stock Corporation Act of the State of
Connecticut shall govern the same, be November 1, 1983.

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

EQUIPMENT SALES CO., INCORPORATED

Pursuant to the provisions of the Stock Corporation Act of the State
of Connecticut governing the amendment of the Certificate of Incorporation, it
is hereby certified that:

1. The name of the corporation is EQUIPMENT SALES CO.,
INCORPORATED, a Connecticut corporation (the "Corporation").

2. The first paragraph of the Certificate of Incorporation is
amended to reflect the name of the corporation as being: EQUIPMENT SALES CO.

3. The foregoing amendment of Certificate of Incorporation has
been duly approved by the unanimous written consent of the Board of Directors.

4. The foregoing amendment has been duly approved by written
consent of the sole shareholder.
Dated this 11th day of March, 1991.

The undersigned officers of Equipment Sales Co., Incorporated,
declare under the penalty of false statement that the matters set forth in this
certificate are true and correct of their own knowledge.

/s/ John C. Waseleski
------------------------------
John C. Waseleski, President

/s/ R. W. Stevenson
------------------------------
Robert W. Stevenson, Secretary