Exhibit 3.1






                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                         ACCESS FINANCIAL LENDING CORP.



1.       The name of the corporation is Access Financial Lending Corp.

2.       The address of its  registered  office in the State of Delaware is 1209
         Orange  Street,  in the City of Wilmington,  County of New Castle.  The
         name of its registered  agent at such address is The Corporation  Trust
         Company.

3.       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 Delaware.

4.       The total  number of shares of stock which the  corporation  shall have
         authority to issue is one thousand  (1,000)  shares of Common Stock and
         the par value of each such share is One Cent  ($.01)  amounting  in the
         aggregate to Ten Dollars ($10.00).

5.       Meetings  of  stockholders  may be held  within or without the State of
         Delaware,  as the by-laws may provide. The books of the corporation may
         be kept  (subject to any provision  contained in the statutes)  outside
         the State of Delaware at such place or places as may be designated from
         time  to time  by the  board  of  directors  or in the  by-laws  of the
         corporation.  Elections  of  directors  need not be by  written  ballot
         unless the by-laws of the  corporation  shall so provide.  The board of
         directors is  expressly  authorized  to adopt,  amend or repeal the by-
         laws of the corporation.














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6.       The corporation  reserves the right to amend,  alter,  change or repeal
         any provision contained in this Restated  Certificate of Incorporation,
         in the manner now or hereafter  prescribed  by statute,  and all rights
         conferred  upon  stockholders   herein  are  granted  subject  to  this
         reservation.

7.       A director of the  corporation  shall not be  personally  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  for which  the  director  derived  any  improper  personal
         benefit.  If the Delaware  General  Corporation Law or other applicable
         law  is  hereafter  amended  to  authorize   corporate  action  further
         eliminating or limiting the personal  liability of directors,  then the
         liability  of a director  of the  corporation  shall be  eliminated  or
         limited  to  the  fullest  extent  permitted  by the  Delaware  General
         Corporation Law or such other applicable law, as so amended. Any repeal
         or modification of this article by the stockholders shall not adversely
         affect any right or  protection  of a director  existing at the time of
         such repeal or modification.