State of Delaware                          Page 1

                        Office of the Secretary of State
                        --------------------------------



     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY

CERTIFY  THE  ATTACHED  IS A  TRUE  AND  CORRECT  COPY  OF  THE  CERTIFICATE  OF

INCORPORATION OF "SOFTWORKS,  INC.",  FILED IN THIS OFFICE ON THE TWENTY-SEVENTH

DAY OF MAY, A.D. 1998, AT 12 O'CLOCK P.M.










                                             /s/ Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State

2899223 8100
                                             AUTHENTICATION:
                                                                    9116684
981212854                                             DATE:         06-03-98
<PAGE>
                          CERTIFICATE OF INCORPORATION

                                       of

                                 SOFTWORKS, Inc.
                            (a Delaware corporation)


                                   * * * * * *


     THE  UNDERSIGNED,  a  natural  person,  for the  purpose  of  organizing  a
corporation  for conducting the business and promoting the purposes  hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of Delaware  (particularly,  Chapter 1, Title 8, of the Delaware  Code and
the acts amendatory thereof and supplemental  thereto and known,  identified and
referred to as the "General  Corporation Law of the State of Delaware"),  hereby
certifies that:

     FIRST: The name of the corporation is:

                                 SOFTWORKS, Inc.

     SECOND:  The location of the  registered  office of the  Corporation in the
State of Delaware is at Corporation  Trust Center,  1209 Orange Street,  City of
Wilmington,  County  of New  Castle.  The  name of the  registered  agent of the
Corporation  in the State of Delaware at such address upon whom process  against
the Corporation may be served is The Corporation Trust Company.

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

     FOURTH:  (a) The total  number of shares of all  classes of stock which the
corporation  shall have  authority  to issue is ONE  HUNDRED  FIFTY-TWO  MILLION
(152,000,000)  shares.  Of these (i) ONE  HUNDRED  FIFTY  MILLION  (150,000,000)
shares shall be shares of Common Stock of the par value of $.001 per share;  and
(ii) TWO MILLION  (2,000,000)  shares shall be shares of Preferred  Stock of the
par value of $.001 per share.
<PAGE>
          (b)  Subject to the  rights of any  holders of  Preferred  Stock,  the
Common  Stock shall be  entitled to  dividends  out of funds  legally  available
therefor,  when, as and if declared and paid to the holders of Common Stock, and
upon liquidation, dissolution or winding up of the Corporation, to share ratably
in the assets of the  Corporation  available for  distribution to the holders of
Common Stock.  Except as otherwise provided herein or by law, the holders of the
Common Stock shall have full voting rights and powers,  and each share of Common
Stock shall be entitled to one vote.

          (c) The Preferred  Stock may be issued from time to time in classes or
series and shall have such voting powers,  full or limited, or no voting powers,
and such  designations,  preferences  and relative,  participating,  optional or
other special rights, and qualifications,  limitations or restrictions  thereof,
as shall be stated and expressed in the  resolution or  resolutions of the Board
of Directors providing for the issuance of such stock.

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


          Nancy D. Lieberman      Blau, Kramer, Wactlar
                                   & Lieberman, P.C.
                                  100 Jericho Quadrangle
                                  Suite 225
                                  Jericho, New York  11753


     SIXTH:  (a) The number of directors of the corporation  shall be determined
in the manner prescribed by the by-laws of this corporation.

          (b) The Board of Directors  shall be divided into three (3) classes as
nearly equal in number as possible, and no class shall include less than one (1)
director. The terms of the office of the directors initially classified shall be
as  follows:  that  of  Class I shall  expire  at the  next  annual  meeting  of
shareholders  to be held in  1999,  Class II at the  second  annual  meeting  of
shareholders  to be held in 2000 and Class III at the  third  succeeding  annual
meeting of shareholders to be held in 2001. The foregoing notwithstanding,  each
director  shall  serve  until his  successor  shall have been duly  elected  and
qualified,  unless  he shall  resign,  become  disqualified,  disabled  or shall
otherwise be removed.  Whenever a vacancy  occurs on the Board of  Directors,  a
majority  of the  remaining  directors  have the  power to fill the  vacancy  by
electing  a  successor  director  to fill that  portion  of the  unexpired  term
resulting from the vacancy.

          (c)  At  each  annual  meeting  of  shareholders  after  such  initial
classification,  directors  chosen to succeed  those  whose terms then expire at
such annual meeting shall be elected for a term of office  expiring at the third
succeeding annual meeting of shareholders after their election.  When the number
of  directors  is  increased  by the Board of  Directors  and any newly  created
directorships  are  filled  by  the  Board  of  Directors,  there  shall  be  no
<PAGE>
classification  of the  additional  directors  until the next annual  meeting of
shareholders.  Directors  elected,  whether by the Board of  Directors or by the
shareholders, to fill a vacancy, subject to the foregoing, shall hold office for
a term  expiring  at the annual  meeting at which the term of the Class to which
they shall have been elected  expires.  Any newly created  directorships  or any
decrease in directorships  shall be so apportioned  among the classes as to make
all classes as nearly equal in number as possible.

     SEVENTH:  Meetings of stockholders  may be held within or without the State
of Delaware as the by-laws may provide. The books of the corporation may be kept
(subject  to any  provision  contained  in the  statutes)  outside  the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors or in the by-laws of the  corporation.  Election of directors
need not be by written  ballot  unless the by-laws of the  corporation  shall so
provide.

     EIGHTH:  Subject to the provisions contained in Article TWELFTH hereof, the
corporation  reserves the right to amend,  alter, change or repeal any provision
contained in this Certificate of  Incorporation,  in the manner now or hereafter
prescribed by statute,  and all rights  conferred upon  stockholders  herein are
granted subject to this reservation.

     NINTH:  Any action required to be taken or which may be taken at any annual
or special  meeting of  stockholders  of the  corporation may be taken without a
meeting,  without  prior notice and without a vote,  if a consent or consents in
writing,  setting  forth the action so taken,  shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were present and voted.

     TENTH:  Special  meetings of stockholders  may be called by the Chairman of
the Board,  President  or a majority of the Board of Directors or at the written
request  of  stockholders  owning  at least  sixty-six  and  two-thirds  percent
(66-2/3%) of the entire voting power of the corporation's capital stock.

     ELEVENTH:  In the event that it is proposed that the corporation enter into
a merger or consolidation  with any other corporation and such other corporation
or  its  affiliates  singly  or in the  aggregate  own or  control  directly  or
indirectly  fifteen (15%) percent or more of the outstanding voting power of the
capital stock of this  corporation,  or that the corporation sell  substantially
all of its assets or business to such other corporation, the affirmative vote of
the holders of not less than sixty-six and two-thirds  (66-2/3%)  percent of the
total  voting  power  of  all  outstanding  shares  of  capital  stock  of  this
corporation  shall be required for the approval of any such proposal;  provided,
however, that the foregoing shall not apply to any such merger, consolidation or
sale of assets or business  which was  approved by  resolutions  of the Board of
<PAGE>
Directors  of this  corporation  prior to the  acquisition  of the  ownership or
control of fifteen (15%) percent of the outstanding  shares of this  corporation
by such  other  corporation  or its  affiliates,  nor shall it apply to any such
merger, consolidation or sale of assets or business between this corporation and
another  corporation,  fifty (50%)  percent or more of the total voting power of
which is owned by this  corporation.  For the purposes hereof, an "affiliate" is
any person (including a corporation,  partnership,  trust, estate or individual)
who directly or indirectly through one or more intermediaries,  controls,  or is
controlled  by, or is under  common  control  with,  the person  specified;  and
"control" means the possession,  directly or indirectly,  of the power to direct
or cause the direction of management and policies of a person,  whether  through
the ownership of voting securities, by contract, or otherwise.

     TWELFTH:  The  provisions  set forth in Articles  SIXTH,  NINTH,  TENTH AND
ELEVENTH  above may not be altered,  amended or  repealed in any respect  unless
such alteration,  amendment or repeal is approved by the affirmative vote of the
holders of not less than sixty-six and two-thirds percent (66-2/3%) of the total
voting power of all outstanding shares of capital stock of the corporation.

     THIRTEENTH: Each person who at any time is or shall have been a director or
officer of the  Corporation  and is  threatened  to be or is made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative, by reason of the fact that he is, or
he or his testator or intestate was, a director,  officer,  employee or agent of
the  Corporation,  or served at the  request of the  Corporation  as a director,
officer, employee, trustee or agent of another corporation,  partnership, joint,
venture,  trust  or other  enterprise,  shall be  indemnified  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with any such threatened,
pending or completed  action,  suit or proceeding to the full extent  authorized
under Section 145 of the General  Corporation Law of the State of Delaware.  The
foregoing  right of  indemnification  shall in no way be  exclusive of any other
rights of indemnification to which such director, officer, employee or agent may
be entitled under any By-Law,  agreement,  vote of stockholders or disinterested
directors, or otherwise.

     FOURTEENTH:  Any and all  right,  title,  interest  and  claim in or to any
dividends  declared by the  Corporation,  whether in cash,  stock, or otherwise,
which are unclaimed by the stockholder  entitled thereto for a period of six (6)
years after the close of business on the payment  date shall be and be deemed to
be extinguished and abandoned; such unclaimed dividends in the possession of the
Corporation, its transfer agents, or other agents or depositaries, shall at such
time become the absolute property of the Corporation,  free and clear of any and
all claims for any person whatsoever.

     FIFTEENTH:  Any and all directors of the Corporation shall not be liable to
the  Corporation or any stockholder  thereof for monetary  damages for breach of
fiduciary duty as director except as otherwise  required by law. No amendment to
or repeal of this  Article  FIFTEENTH  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  act or  omission  of  such  director  occurring  prior  to such
amendment or repeal.
<PAGE>
     SIXTEENTH:  The Board of Directors of the Corporation  shall expressly have
the  power and  authorization  to make,  alter and  repeal  the  By-Laws  of the
Corporation,  subject to the reserved power of the  stockholders to make,  alter
and repeal any By-Laws adopted by the Board of Directors.

     THE UNDERSIGNED,  for the purposes of forming a Corporation  under the laws
of the State of  Delaware,  does hereby make and execute  this  Certificate  and
affirm and acknowledge, under the penalties of perjury, that this Certificate is
my act  and  deed  and  that  the  facts  herein  stated  are  true,  and I have
accordingly set my hand hereto this 26th day of May, 1998.



                                /s/ Nancy D. Lieberman
                                -------------------------------
                                Nancy D. Lieberman
                                Incorporator
                                Blau, Kramer, Wactlar
                                  & Lieberman, P.C.
                                100 Jericho Quadrangle
                                Jericho, New York  11753

<PAGE>



                               State of Delaware                          Page 1

                        Office of the Secretary of State
                        --------------------------------



     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY

CERTIFY THE  ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE  OF MERGER,

WHICH MERGES:


     "SOFTWORKS, INC.", A MARYLAND CORPORATION, WITH AND INTO "SOFTWORKS, INC.",

UNDER THE NAME OF "SOFTWORKS,  INC." A CORPORATION  ORGANIZED AND EXISTING UNDER

THE LAWS OF THE STATE OF  DELAWARE,  AS  RECEIVED  AND FILED IN THIS  OFFICE THE

TWENTY-NINTH DAY OF MAY, A.D. 1998, AT 1:30 O'CLOCK P.M.











                                             /s/ Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State

2899223 8100M
                                             AUTHENTICATION:
                                                                     9228319
981299018                                              DATE:         07-31-98
<PAGE>
                              CERTIFICATE OF MERGER
                                       OF
                                 SOFTWORKS, Inc.
                              (a Maryland Domestic)

                                      INTO

                                 SOFTWORKS, Inc.
                              (a Delaware Domestic)

                                   * * * * * *


     The undersigned corporation

     DOES HEREBY CERTIFY:

     FIRST:  That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:

               NAME                     STATE OF INCORPORATION
               ----                     ----------------------
          SOFTWORKS, Inc.                       Maryland
          SOFTWORKS, Inc.                       Delaware

     SECOND:  That an Agreement of Merger  between the parties to the merger has
been approved,  adopted,  certified,  executed and  acknowledged  by each of the
constituent  corporations in accordance with the  requirements of section 252 of
the General Corporation Law of Delaware.

     THIRD:  That  the  name  of the  surviving  corporation  of the  merger  is
Softworks, Inc., a Delaware corporation.

     FOURTH:  That the  Certificate  of  Incorporation  of  Softworks,  Inc.,  a
Delaware  corporation which is surviving the merger, shall be the Certificate of
Incorporation of the surviving corporation.

     FIFTH: That the executed Agreement of Merger is on file at an office of the
surviving   corporation,   the  address  of  which  is  5845  Richmond  Highway,
Alexandria, Virginia 22303.

     SIXTH:  That a copy of the  Agreement  of Merger will be  furnished  by the
surviving  corporation,  on request and without cost, to any  stockholder of any
constituent corporation.
<PAGE>
     SEVENTH:  The authorized capital stock of each foreign corporation which is
a party to the merger is as follows:
<TABLE>
<CAPTION>
                                                             Par value per share
                                                             or statement that
                                                             shares are without
Corporation          Class            Number of Shares       par value
-----------          -----            ----------------       -------------------
<S>                  <C>                   <C>                     <C>
Softworks, Inc.      Common Stock          10,000                  $10.00
(Maryland)
</TABLE>



Dated: May 28, 1998
       ------------

                                         SOFTWORKS, INC.(a Delaware Corporation)

                                         By: /s/ Judy G. Carter,
                                             --------------------------
                                             Judy G. Carter, President






<PAGE>



                               State of Delaware                          Page 1

                        Office of the Secretary of State
                        --------------------------------



     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY

CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF AMENDMENT

OF "SOFTWORKS,  INC.",  FILED IN THIS OFFICE ON THE NINTH DAY OF NOVEMBER,  A.D.

1999, AT 10 O'CLOCK A.M.

     A FILED  COPY OF THIS  CERTIFICATE  HAS BEEN  FORWARDED  TO THE NEW  CASTLE

COUNTY RECORDER OF DEEDS.










                                             /s/ Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State

2899223 8100                                                         0071852
                                             AUTHENTICATION:

991476092                                              DATE:         11-09-99

<PAGE>

                            CERTIFICATE OF AMENDMENT
                     OF THE CERTIFICATE OF INCORPORATION OF

                                 SOFTWORKS, INC.
                                 ---------------



          SOFTWORKS,  INC.,  a  corporation  organized  and  existing  under the
 General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          FIRST: That at a meeting of the Board of Directors, Inc. of SOFTWORKS,
 INC.,  resolutions  were  adopted  setting  forth a proposed  amendment  to the
 Certificate of Incorporation of said  corporation,  declaring said amendment to
 be advisable and calling a meeting of the  stockholders  of the corporation for
 consideration thereof.

          SECOND:  That  thereafter,  pursuant  to  resolution  of its  Board of
 Directors,  the Annual Meeting of  Stockholders  of said  corporation  was duly
 called and held,  upon  notice in  accordance  with  Section 222 of the General
 Corporation Law of the State of Delaware at which meeting the necessary  number
 of  shares  as  required  by  statute  were  voted in  favor  of the  following
 amendment:

                   RESOLVED,  that  the  Certificate  of  Incorporation  of this
          corporation be amended by changing  paragraph (a) of Article FOURTH of
          the Company's  Certificate of Incorporation,  so that, as amended said
          Article shall be and read as follows:

               "FOURTH;  (a) The total  number of shares of all classes of stock
          which the  corporation  shall  have  authority  to issue is  FIFTY-TWO
          MILLION  (52,000,000)  shares. Of these (i) FIFTY MILLION (50,000,000)
          shares  shall be shares of common  stock of the par value of $.001 per
          share;  and (ii) TWO  MILLION  (2,000,000)  shares  shall be shares of
          Preferred Stock of the par value of $.001 per share."

     THIRD:  That  said  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.
<PAGE>
     IN WITNESS WHEREOF, said SOFTWORKS,  INC. has caused this certificate to be
signed by JUDY G. CARTER,  its President and C. R. KINSEY,  III, its  Secretary,
this 23RD day of September, 1999.

                                   SOFTWORKS, INC.


                                   By: /s/ Judy G. Carter
                                   -------------------------
                                   Judy G. Carter, President

 ATTEST:

 By: /s/ C. R. Kinsey, III
     ---------------------
       C. R. Kinsey, III