STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 12/31/1997
                                                             971454499 - 2840474

                          CERTIFICATE OF INCORPORATION

                                       OF

                         Millennium Group Holdings, Inc.

I,  the  undersigned,  for  the  purposes  of  incorporating  and  organizing  a
corporation  under the  General  Corporation  Law of the State of  Delaware,  do
execute this Certificate of Incorporation and do hereby certify as follows:

FIRST: The name of the Corporation is Millennium Group Holdings, Inc.

SECOND: Its registered office is to be located at Suite 606, 1220 N. Market St.,
Wilmington,  DE 19801, County of New Castle. The name of the registered agent at
such address is Registered Agents, Ltd.

THIRD: The purpose of the corporation is to engage in any lawful act or activity
which corporations may be organized under the Delaware General Corporation Laws.

FOURTH: The amount of total authorized capital stock of the corporation is three
thousand  (3000).  All such  shares are to be without par value and are to be of
one class.

FIFTH: The incorporator of the corporation s Sid Garnett,  whose mailing address
is Suite 606, 1220 N. Market St., Wilmington, DE 19801.

SIXTH: Unless and except to the extent that the by-laws of the corporation shall
so require,  the election of directors of the corporation need not be by written
ballet.

SEVENTH:  In  furtherance  and not in limitation of the powers  conferred by the
laws of the State of  Delaware,  the Board of Directors  of the  corporation  is
expressly  authorized to make,  alter and repeal the by-laws of the corporation,
subject to the power of the  stockholders  of the corporation to alter or repeal
any by-law whether adopted by them or otherwise.

EIGHTH:  A director of the corporation  hall not be liable to the corporation or
its  stockholders  for monetary  damages from the breach of fiduciary  duty as a
director,  except to the extent such  exemption  from  liability  or  limitation
thereof is not  permitted  under the  General  Corporation  Laws of the State of
Delaware  as the  same  exists  or may  hereafter  be  amended.  Any  amendment,
modification or repeal of the foregoing  sentence shall not adversely affect any
right or protection of a director of the corporation hereunder in respect of any
act of omission  occurring prior to the time of such amendment,  modification or
repeal.

NINTH: The corporation reserves the right at any time, and from time to time, to
amend,  alter,  change or repeal any provision  contained in this Certificate of
Incorporation,  and  other  provisions  authorized  by the laws of the  State of
Delaware  at the time in force may be added or  inserted,  in the  manner now or
hereafter  prescribed  by law; and all rights,  preferences  and  privileges  of
whatsoever  nature conferred upon  stockholders,  directors or any other persons
whomsoever by and pursuant to this  Certificate of  Incorporation in its present
form or as hereafter  amended are granted subject to the rights reserved in this
article.

TENTH:  The powers of the  incorporator  are to  terminate  upon  filing of this
Certificate.  The name and mailing  address of the  person(s) who is to serve as
the  initial  director  until the first  annual  meeting of  stockholders  o the
corporation,  or until a  successor(s)  is  elected  and  qualified,  is  Robert
Felleman, 230 Boylston Street, Chestnut Hill, MA 02167.

The undersigned  incorporator hereby acknowledges that the foregoing certificate
of incorporation is her act and deed on this thirty first day of December, 1997.

                                                                     Sid Garnett
                                                                    INCORPORATOR