EXHIBIT 3.1




                          CERTIFICATE OF INCORPORATION


                                       OF


                             SPLINEX TECHNOLOGY INC.



                                    ARTICLE I

                  The name of the corporation is Splinex Technology Inc.

                                   ARTICLE II

                  The address of the registered office of the corporation in the
State of Delaware is 15 East North Street, City of Dover, County of Kent. The
name of its registered agent at that address is Incorporating Services, Ltd.

                                   ARTICLE III

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

                                   ARTICLE IV

                  The total number of shares of all classes of stock which the
corporation has authority to issue is 15,000,000 shares, consisting of two
classes: 10,000,000 shares of Common Stock, $0.001 par value per share, and
5,000,000 shares of Preferred Stock, $0.001 par value per share.

                  The Board of Directors is authorized, subject to any
limitations prescribed by the law of the State of Delaware, to provide for the
issuance of the shares of Preferred Stock in one or more series, and, by filing
a certificate of designation pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be included in
each such series, to fix the designation, powers, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions
thereof, and to increase or decrease the number of shares of any such series
(but not below the number of shares of such series then outstanding). The number
of authorized shares of Preferred Stock may also 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,
unless a vote of any other holders is required pursuant to a certificate or
certificates establishing a series of Preferred Stock.

                  Except as otherwise expressly provided in any certificate of
designation designating any series of Preferred Stock pursuant to the foregoing
provisions of this Article IV, any new series of Preferred Stock may be
designated, fixed and determined as provided herein by the Board of Directors
without approval of the holders of Common Stock or the holders of Preferred
Stock, or any series thereof, and any such new series may have powers,
preferences and rights, including, without limitation, voting rights, dividend




rights, liquidation rights, redemption rights and conversion rights, senior to,
junior to or pari passu with the rights of the Common Stock, the Preferred
Stock, or any future class or series of Preferred Stock or Common Stock.

                                    ARTICLE V

                  The Board of Directors of the corporation shall have the power
to adopt, amend or repeal the Bylaws of the corporation.

                                   ARTICLE VI

                  A. To the fullest extent permitted by law, no director of the
corporation shall be personally liable for monetary damages for breach of
fiduciary duty as a director. Without limiting the effect of the preceding
sentence, if the Delaware General Corporation Law is hereafter amended to
authorize the further elimination or limitation of the liability of a director,
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,
as so amended.

                  B. To the extent permitted by applicable law, the corporation
is also authorized to provide indemnification of (and advancement of expenses
to) agents (and any other persons to which Delaware law permits the corporation
to provide indemnification) through bylaw provisions, agreements with such
agents or other persons, vote of stockholders or disinterested directors or
otherwise, in excess of the indemnification and advancement otherwise permitted
by Section 145 of the Delaware General Corporation Law, subject only to limits
created by applicable Delaware law (statutory or non-statutory), with respect to
actions for breach of duty to the corporation, its stockholders and others.

                  C. Neither any amendment nor repeal of any of the foregoing
provisions of this Article VI, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article VI, shall eliminate,
reduce or otherwise adversely affect any limitation on the personal liability of
a director of the corporation existing at the time of such amendment, repeal or
adoption of such an inconsistent provision.

                                   ARTICLE VII

                  The name and mailing address of the incorporator is Victor M.
Alvarez, White & Case, 200 South Biscayne Boulevard, Miami, Florida 33131-2352.

                  The undersigned incorporator hereby acknowledges that the
foregoing certificate is his fact and deed and that the facts stated herein are
true.

Dated:  February 6, 2004

                                                     /s/ VICTOR ALVAREZ
                                                     ---------------------------
                                                     Victor M. Alvarez
                                                     Incorporator



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