Exhibit 3.1




                           CERTIFICATE OF FORMATION
                                      OF
                               IOS CAPITAL, LLC


          This Certificate of Formation is being filed for the purpose of
forming a limited liability company pursuant to the Delaware Limited Liability
Company Act, 6 Del. C. ss.ss. 18-101 et seq. (the "Delaware LLC Act").

          The undersigned, being duly authorized to execute and file this
Certificate of Formation, does hereby certify as follows:

          1.  Name. The name of the limited liability company is IOS Capital,
LLC (the "Company").

          2.  Registered Office and Registered Agent. The Company's registered
office in the State of Delaware is located at The Corporation Trust Company,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The
registered agent of the Company for service of process on the Company in the
State of Delaware at such address is The Corporation Trust Company.

          3.  Conversion. The Company is being converted from IOS Capital,
Inc., a Delaware corporation (the "Corporation"), to a Delaware limited
liability company pursuant to Section 18-214 of the Delaware LLC Act. The
Company shall constitute a continuation of the existence of the Corporation in
the form of a Delaware limited liability company.

          4.  Effective Time. This Certificate of Formation shall be effective
as of January 11, 2002 at 12:01 a.m., simultaneously with the effectiveness of
the Certificate of Conversion to Limited Liability Company converting the
Corporation to the Company.

          IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate of Formation as of January 10, 2002.




                                                 JACK QUINN
                                                 -------------------------------
                                                 An Authorized Person
                                                 Jack Quinn