EXHIBIT 3.1 - Certificate of Incorporation


                          CERTIFICATE OF INCORPORATION
                                       OF
                                    BAB, Inc.

The undersigned, a natural person, for the purpose of organizing a corporation
under the laws of the State of Delaware, makes, files and records this
Certificate of Incorporation, and hereby certifies that:

                                       I.

The name of the corporation is BAB, Inc.

                                       II.

The address of the registered office of the corporation in the State of Delaware
is Corporation Trust Center, 1209 Orange Street in the City of Wilmington,
County of New Castle. The name of the registered agent of the corporation at
that address is The Corporation Trust Company.

                                      III.

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

                                       IV.

The total number of shares of all classes of stock that the Corporation shall
have the authority to issue is 20,000,000 shares, consisting of:

(a) 15,000,000 shares of Common Stock, par value $0.001 per share;

(b) 5,000,000 shares of Preferred Stock, par value $0.001 per share.

The board of directors is authorized, subject to limitations prescribed by law,
to provide for the issuance of the shares of Preferred Stock in series, and by
filing a certificate 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, and to fix the designation, voting, powers, preferences and rights of
the shares or each such series and any qualifications, limitations or
restrictions thereof. The number of authorized shares of Preferred Stock may 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
outstanding shares of Common Stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to the certificate or certificates establishing any series of
Preferred Stock.

                                       V.

The business and affairs of the corporation shall be managed by or under the
direction of the Board of Directors, and the directors need not be elected by
written ballot unless required by the bylaws of the corporation.

                                       VI.

In furtherance and not in limitation of the powers conferred by the laws of the
State of Delaware, the Board of Directors is expressly authorized to make, amend
and repeal the bylaws.

                                      -42-

                                      VII.

The corporation reserves the right to alter, amend or repeal any provision
contained in this Certificate of Incorporation in the manner now or hereinafter
prescribed by the laws of the State of Delaware. All rights herein conferred are
granted subject to this reservation.

                                      VIII.

A director of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law is amended after the filing of
the Certificate of Incorporation of which this article is a part to authorize
corporate action further eliminating or limiting the personal liability of the
directors, 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.

Any repeal or modification of the foregoing paragraph by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

                                       IX.

The incorporator is Michael K. Murtaugh, whose mailing address is c/o BAB
Holdings, Inc., 8501 W. Higgins Road, Suite 320, Chicago, IL 60631. Upon filing
of this Certificate of Incorporation, the powers of the incorporator shall
terminate and all powers of governance of the corporation shall be vested in the
persons named in Article X as the initial members of the Board of Directors.

                                       X.

The initial members of the Board of Directors, who shall serve until the first
annual meeting of stockholders, are:


Name                            Address


Michael W. Evans                8501 W. Higgins Road Chicago, IL 60631


Michael K. Murtaugh             8501 W. Higgins Road Chicago, IL 60631


David L. Epstein                9700 Higgins Road, Suite 630 Rosemont, IL 60018


Robert B. Nagel                 516 Elder Drive Winnetka, IL 60093


IN WITNESS WHEREOF, this Certificate has been subscribed this 28th day of
August, 2000, by the undersigned, who affirms that the statements made herein
are true and correct.

Michael K. Murtaugh, Incorporator

                                      -43-