Exhibit B.48.1


                  NGS TELECOMMUNICATIONS, INC.

                  CERTIFICATE OF INCORPORATION



      The  undersigned  incorporator hereby forms  a  corporation

under the Business Corporation Act of the State of Connecticut:


       Article  I.   The name of the corporation is: NGS
Telecommunications, Inc. (the "Company")

      Article  II.   There shall be one class of capital stock,
designated "Common Stock" no par value, of which there shall be a
total of 20,000 authorized shares.

      Article  III.   The name and business address of initial
registered agent is as follows:

          O. Kay Comendul
          107 Selden Street
          Berlin, CT   06037

      The residence address of the initial registered agent is as
follows:

          343 Long Hill Road
          Wallingford, CT  06492

     The initial registered agent hereby accepts appointment:



                                           /s/ O. Kay Comendul
                                               O. Kay Comendul

      Article  IV.   The  Company  shall  indemnify  and  advance
reasonable  expenses to an individual made or  threatened  to  be
made  a party to a proceeding because he/she is or was a Director
of  the  Company  to the fullest extent permitted  by  law  under
Section  33-771  and  Section 33-773 of the  Connecticut  General
Statutes,  as  may  be  amended from time to  time  ("Connecticut
General Statutes").  The Company shall also indemnify and advance
reasonable  expenses under Connecticut General Statutes  Sections
33-770 to 33-778, inclusive, as amended, to any officer, employee
or  agent of the Company who is not a Director to the same extent
as  a Director and to such further extent, consistent with public
policy,  as  may  be  provided by contract,  the  Certificate  of
Incorporation  of  the Company, the Bylaws of the  Company  or  a
resolution  of  the Board of Directors.  In connection  with  any
advance for such expenses, the Company may, but need not, require
any  such  officer,  employee  or  agent  to  deliver  a  written
affirmation of his/her good faith belief that he/she has met  the
relevant  standard of conduct or a written undertaking  to  repay
any  funds  advanced for expenses if it is ultimately  determined
that  he/she  is not entitled to indemnification.  The  Board  of
Directors, by resolution, the general counsel of the Company,  or
such additional officer or officers as the Board of Directors may
specify,   shall   have   the   authority   to   determine   that
indemnification or advance for such expenses to any such officer,
employee or agent is permissible and to authorize payment of such
indemnification or advance for expenses.  The Board of Directors,
by  resolution,  the  general counsel of  the  Company,  or  such
additional  officer  or officers as the Board  of  Directors  may
specify, shall also have the authority to determine the terms  on
which  the  Company shall advance expenses to any  such  officer,
employee or agent, which terms need not require delivery by  such
officer,  employee or agent of a written affirmation  of  his/her
good  faith  belief that he/she has met the relevant standard  of
conduct or a written undertaking to repay any funds advanced  for
such  expenses if it is ultimately determined that he/she is  not
entitled to indemnification.

     The  indemnification and advance for expenses  provided  for
herein shall not be deemed exclusive of any other rights to which
those  indemnified or eligible for advance for  expenses  may  be
entitled under Connecticut law as in effect on the effective date
hereof and as thereafter amended or any Bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as  to
action  in  such person's 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.

      No  lawful  repeal or modification of this article  or  the
adoption  of any provision inconsistent herewith by the Board  of
Directors  and shareholders of the Company or change  in  statute
shall  apply  to  or  have any effect on the obligations  of  the
Company  to  indemnify  or  to pay for or  reimburse  in  advance
expenses  incurred by a director, officer, employee or  agent  of
the  Company in defending any proceeding arising out of  or  with
respect  to  any acts or omissions occurring at or prior  to  the
effective  date  of such repeal, modification or  adoption  of  a
provision or statute change inconsistent herewith.


     Dated this 18th day of  July, 2002.


                                 /s/ Leonard Rodriguez
                                 Leonard Rodriguez, Incorporator
                                 107 Selden Street
                                 Berlin, CT  06037