EXHIBIT 3.7

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            LUMEN TECHNOLOGIES, INC.

         FIRST.  The name of the Corporation is Lumen Technologies, Inc.

         SECOND.  The address of its registered office in the State of Delaware
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.

         THIRD.   The nature of the business or purposes to be conducted or
promoted by the Corporation is as follows:

         To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

         FOURTH.  The total number of shares of stock which the Corporation
shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value
per share.

         The number of authorized shares of Common Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote, irrespective of the provisions of Section 242(b)(2) of the
General Corporation Law of Delaware.

         FIFTH.   In furtherance of and not in limitation of powers conferred by
statute, it is further provided:

                  1.       Election of directors need not be by written ballot.

                  2.       The Board of Directors is expressly authorized to
adopt, amend or repeal the By-Laws of the Corporation.

         SIXTH.   Except to the extent that the General Corporation Law of
Delaware prohibits the elimination or limitation of liability of directors for
breaches of fiduciary duty, no director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for any
breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability. No amendment to or repeal of this provision shall apply
to or have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

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         SEVENTH. The Corporation shall to the fullest extent permitted by the
General Corporation Law of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have the power to
indemnify under the General Corporation Law of Delaware from and against any and
all of the expenses, liabilities or other matters referred to in or covered by
the General Corporation Law of Delaware, and the indemnification provided for
herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any By-law, 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.

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

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