Exhibit 3.3

                          CERTIFICATE OF INCORPORATION
                                       OF
                             INSIGHT CAPITAL, INC.

          The undersigned, acting as the incorporator of the corporation hereby
being formed under the General Corporation Law of the State of Delaware,
certifies that:

          FIRST.  The name of the corporation is Insight Capital, Inc.

          SECOND.  The address, including the street, number, city and county,
of the registered office of the corporation in the State of Delaware is 30 Old
Rudnick Lane, Suite 100, Dover, Delaware 19901, County of Kent; and the name of
the registered agent of the corporation in the State of Delaware at such address
is LEXIS Document Services Inc.

          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, and to have and exercise all the
powers conferred by the laws of the State of Delaware upon corporations formed
under the General Corporation Law of the State of Delaware.

          FOURTH.  The number of shares which the corporation shall have
authority to issue is 1,000, all of which are of a par value of $0.01 each.  All
such shares are of one class and are shares of Common Stock.

          FIFTH.  The name and mailing address of the incorporator are as
follows:

                    Stephen W. Semian
                    Cooperman Levitt Winikoff Lester & Newman, P.C.
                    800 Third Avenue
                    New York, New York 10022

          SIXTH.  The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.


          SEVENTH.  The corporation shall, to the fullest extent permitted by
the provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.


Signed on September 23, 1999

                                    _____________________________
                                    Stephen W. Semian, Incorporator