EXHIBIT 3.37

                         CERTIFICATE OF INCORPORATION
                                      OF
                         IT INVESTMENT HOLDINGS, INC.
                              A STOCK CORPORATION

     I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby certify as follows:

     FIRST:  The name of the corporation (the "Corporation") is IT Investment
Holdings, Inc.

     SECOND:  The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New York, Delaware
19805.  The name of the Corporation's registered agent at such address is
Corporation Service Company.

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

     FOURTH:  The total number of shares which the Corporation shall have
authority to issue is One Thousand (1,000) shares of Common Stock, without par
value.

     FIFTH:  To the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws presently or hereafter in effect,
no director of the Corporation shall be personally liable to the Corporation or
its stockholders for or with respect to any acts or omissions in the performance
of his or her duties as a director of the Corporation.  Any repeal or
modification of this Article Fifth shall not adversely affect any right or
protection of a director of the Corporation existing immediately prior to such
repeal or modification.

     SIXTH:  Each person who is or was or had agreed to become a director or
officer of the Corporation, or each such person who is or was serving or who had
agreed to serve at the request of the Board of Directors or an officer of the
Corporation as an employee or agent of the Corporation or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the Corporation to the full
extent permitted by the General Corporation Law of the State of Delaware or any
other applicable laws as presently or hereafter in effect.  Without limiting the
generality or the effect of the foregoing, the Corporation may


enter into one or more agreements with any person which provide for
indemnification greater or different than that provided in this Article. Any
repeal or modification of this Article Sixth shall not adversely affect any
right or protection existing hereunder immediately prior to such repeal or
modification.

     SEVENTH:  The name and mailing address of the incorporator is:

                    James M. Redwine, Esq.
                    IT Corporation
                    23456 Hawthorne Boulevard
                    Torrance, CA  90505

     EIGHTH:  The names and mailing addresses of the persons who are to serve as
directors of the Corporation until the first annual meeting of stockholders or
until their successors are elected and qualified are as follows:

     NAME                               MAILING ADDRESS
     ----                               ---------------

     James M. Redwine, Esq.             IT Corporation
                                        23456 Hawthorne Boulevard
                                        Torrance, CA  90505


     IN WITNESS WHEREOF, I the undersigned, being the incorporator hereinabove
named, do hereby execute this Certificate of Incorporation this 9th day of May,
1996.

                              /s/ James M. Redwine
                              --------------------
                              James M. Redwine