EXHIBIT 3.31


                            CERTIFICATE OF FORMATION
                                       OF
                              NEO FREEHOLD-GEN LLC

         The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

         1.       Name: The name of the limited liability company is NEO
Freehold-Gen LLC.

         2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 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.       Organizer: The name and address of the sole organizer of the
limited liability company is Tammie S. Ptacek, NEO Corporation, 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NEO Freehold-Gen LLC this 12th day of July, 2000.

                                        /s/ Tammie S. Ptacek
                                        ---------------------
                                        Tammie S. Ptacek
                                        Authorized Person