FILED
                                                             MAY 14 1986

                                                             JANE BURGIO
                                                         Secretary of State

                          CERTIFICATE OF INCORPORATION
                                       OF
                    TECHNICAL AND MANAGEMENT ASSISTANCE, INC.

      THE UNDERSIGNED, of the age of eighteen years or over, in order to form a
corporation pursuant to the provisions of the New Jersey Business Corporation
Act, hereby certify as follows:

      1. The name of the corporation is Technical and Management Assistance,
Inc.

      2. The purpose of the corporation is to engage in any activity within the
purposes for which corporations may be organized under the New Jersey Business
Corporation Act.

      3. The corporation is authorized to issue 2,500 shares of capital stock
without par value.

      4. The initial registered office of the corporation is: 137 White Horse
Pike, P.O. Box 1208, Hammonton, New Jersey, 08037-5208. The name of the
corporation's initial registered agent at that office is Louis J. Greco,
Esquire.

      5. One person will constitute the first Board of Directors; his name and
address is as follows:

      Alfred Neuweiler
      1-17 Pinehurst Dr.
      Tuckerton, NJ 08087
<PAGE>

      6. The name and address of the incorporator of the corporation is as
follows:

      Alfred Neuweiler
      1-17 Pinehurst Dr.
      Tuckerton, NJ 08087

      7. The corporation may elect to be treated as a Sub-chapter "S"
corporation under the Federal Internal Revenue Code now in effect.

      IN WITNESS WHEREOF, the undersigned have signed this Certificate of
Incorporation this 12th day of May, 1986.


                                            /s/ Alfred Neuweiler
                                            ---------------------------------
                                            ALFRED NEUWEILER

Signed, Sealed and Delivered
in the presence of:

[Illegible]
----------------------------
Attorney at law
 of New Jersey


                                      -2-
<PAGE>

                                                                    FILED
                                                                 DEC 9 1996

                                                               LONNA R. HOOKS
                                                             Secretary of State

                    AMENDMENT TO CERTIFICATE OF INCORPORATION
                           EFFECTING A SHARE DIVISION

          CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
                  OF TECHNICAL AND MANAGEMENT ASSISTANCE, INC.,
                       PURSUANT TO N.J.S.A. 14A:7-15.1(3)

The undersigned, the President of Technical and Management Assistance, Inc.,
hereby certifies as follows:

      (a) The name of the Corporation is Technical and Management Assistance,
Inc.

      (b) The date of the adoption by the Corporation's Board of Directors of
the Resolution approving the following amendment and the division of its issued
and outstanding shares is November 22, 1996.

      (c) The following amendment to the Certificate of Incorporation will not
adversely affect the rights or preferences of the holders of the only class of
shares issued and outstanding and will not result in the percentage of
authorized shares that remains unissued after the share division exceeding the
percentage of authorized shares that was unissued before the share division.

      (d) The Corporation has only one class of 2,500 authorized shares of which
50 are issued and outstanding. Each of the authorized but unissued shares and
each of the issued and outstanding shares are to be divided into 8 shares.

      (e) Paragraph 3 of the Certificate of Incorporation is hereby amended to
read in its entirety as follows:

      3. The Corporation is authorized to issue 20,000 shares of capital stock
      without par value.

      (f) This amendment to the Certificate of Incorporation is to become
effective at the time of filing of this Certificate with the Secretary of State
of the State of New Jersey.

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed on its behalf by its President.


                                       Technical and Management Assistance, Inc.



                                       By: /s/ Harry P. Headley
                                           ------------------------------
                                           Harry P. Headley, President

Dated: November 22, 1996