EXHIBIT 3.1

                                                  STATE OF DELAWARE SECRETARY
                                                  OF STATE DIVISION OF
                                                  CORPORATIONS FILED 09:00 AM
                                                  11/06/1996 960323317 - 2681115

                          CERTIFICATE OF INCORPORATION
                                       OF
                                Medic Media Inc.

         FIRST. The name of the Corporation is Medic Media Inc.

         SECOND. Its registered office in the State of Delaware is to be located
at 30 Old Rudnick Lane,  in the City of Dover,  County of Kent.  The  Registered
Agent in charge  thereof is CorpAm e rica , Inc.,  30 Old Rudnick  Lane,  Dover,
Delaware 19901.

         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 Delaware.

         FOURTH.  The total number of shares of stock which this  corporation is
authorized to issue is Twenty- Five Million  (25,000,000)  shares at a Par Value
of ($.001)  for a total  authorized  capital  of  Twenty-Five  Thousand  Dollars
($25,000.00).

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

                                CorpAmerica, Inc.
                               30 Old Rudnick Lane
                                 Dover, DE 19901

         SIXTH.  The Board of Directors shall have the power to adopt,  amend or
repeal the by-laws.

         SEVENTH.  No director shall be personally  liable to the Corporation or
its  stockholders  for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the  extent  provided  by  applicable  law,  (i) for  breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or  omissions  not in good faith of law,  ~ii)  pursuant  to Section  174 of the
Delaware  General  Corporation  Law or (iv) for any  transaction  from which the
director derived an improper personal benefit. No amendment to or repeal of this
Article  Seventh  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.

         I, THE UNDERSIGNED,  for the purpose of forming a corporation under the
laws of the State of Delaware, do make, file and record this Certificate, and do
certify that the facts herein stated are true, and I have  accordingly  hereunto
set my hand this 6th day of November, 1996.

                                                  CorpAmerica, Inc.

                                         By:  /S/ BARBARA O. FREBERT
                                             -----------------------------------
                                         Barbara O. Frebert, Assistant Secretary