AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

TRAVELER'S INFOCENTER INC.

Under Sections 242 and 245 of the

Delaware General Corporation Law

The undersigned President of Traveler's Infocenter Inc.  (The "Corporation"),  a corporation
organized and existing under the laws of the state of Delaware,  pursuant to  Sections 242 and
245 of the Delaware General Corporation Law,  does hereby certify as follows:

1.          The name of the Corporation is Traveler's Infocenter Inc.

2.           The Certificate of Incorporation of the Corporation  was  originally filed with the
Division of Corporations on August 24, 1995.

3.           The Certificate of Incorporation of the Corporation,  as heretofore amended, is  hereby
amended to effect amendments or changes  authorized by the General Corporation Law as
follows(i) to change the 400  authorized and issued shares of Common Stock, no par value of the
Corporation, into 4,000,000 issued shares of Common Stock, par value $.01 per  share, the terms
of change being at the rate of 10,000 shared of Common  Stock,  par value $.01 per share, for one
issued share of Common stock, with out par  value; (ii) to increase the aggregate number of
shares of Common Stock which  the Corporation shall have authority to issue to 15,000,000
shares of Common  Stock of the par value of $.01 per share and of the same class as the
presently authorized shares; and (iii) to provide for indemnification of the directors and officers
of the Corporation.

4.         The text of the Certificate of Incorporation of the  Corporation is hereby restated as
further amended or changed to read in its  entirety as follows.

"FIRST:       The name of the Corporation is Traveler's Infocenter Inc.  (the "Corporation")

SECOND:      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 Delaware.

The Corporation shall have all of the powers enumerated in Section 122  of the General
Corporation Law, subject to any limitation provided in the  General Corporation Law or any
other statute in the State of Delaware.

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THIRD:         The address of the registered office of the Corporation  in the state of Delaware is,
Three Christina Center, 201 N. Walnut Street, in  the City of Wilmington, County of New Castle.
The name of the Corporation's  registered agent at such address is The Company Corporation.

FOURTH:         A.     Authorized Shares.     The aggregate number of  shares which to
Corporation shall have the authority to issue is 15,000,000  consisting of 15,000,000 shares of
common stock (the "Common Stock"), par  value $.01.

B.       Common Stock     The powers, preferences and relative,  participating, optional or other
special rights and the qualification,  limitation or restrictions thereof, of Common Stock of the
Corporation are as  follows:

I.         Voting:         Except as otherwise specifically required by  statue and subject to any
special voting rights applicable to shares of  Preferred Stock, if authorized and outstanding, the
Common Stock shall have  the sole right and power to vote on all matters on which a vote of
shareholders is to be taken.

In all matters, with respect to both actions by vote and by consent, each  holder of Common
Stock shall be entitled to cast one (1) vote in person or by  proxy for each share of Common
Stock standing in his or her name on the  transfer books of the Corporation.

II.         Dividends:     Subject to any preferential dividend rights  applicable to shares of the
Preferred Stock, if authorized and outstanding,  and subject to any other provisions of this
Certificate of Incorporation, the  holders of shares of the Common Stock shall be entitled to
receive equally on  a per share basis such dividends and other distribution, whether in cash,
stock or property, as many be declared on the Common Stock by the Board of  Directors from
time to time out of assets or funds of the Corporation legally  available therefor.

FIFTH:          In furtherance and not in limitation of the powers  conferred by statute, the Board
of Directors shall have the power to make,  alter, amend, change, add to or repeal the By-Laws of
the Corporation.  The  Director shall have the power to fix the amount to be reserved as working
capital, and to authorize and cause to be executed, mortgages and liens  without limit as to  the
amount, upon the property and franchise of the  Corporation.

With the consent in writing, and pursuant to a vote of the holders of a  majority of the capital
stock issued and outstanding, the Directors shall  have the authority to dispose, in any manner, of
the whole property of this  corporation.

The By-Laws shall determine whether and to what extent the accounts and  books of this
corporation, or any of them shall be open to the inspection of  the stockholder; and no
stockholder shall have any right of inspecting any  account, or book or document of this
Corporation, except as conferred by the law of the By-Laws, or by resolution of the stockholders.

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The stockholders and directors shall have power to hold their meetings  and keep the books,
documents and papers of the Corporation outside of the  State of Delaware, at such places as may
be from time to time designated by  the By-Laws or by resolution of the stockholders or directors,
except as  otherwise required by the laws of Delaware.

SIXTH:          Election of directors need not be by written ballot.

SEVENTH:    No director of the Corporation shall be personally liable to  the Corporation or its
stockholders for monetary damages for breach of  fiduciary duty as a director; provided,
however. that nothing in the Article  SEVENTH shall eliminate or limit the liability of any
director (i) for 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 knowing
violation of law, (iii) under Section 174 of the  General Corporation Law of the State of
Delaware, or (iv) for any transaction  from which the director derived an improper personal
benefit.  Neither the  amendment nor repeal of this Article  SEVENTH, nor the adoption of any
provision of the Certificate of Incorporation inconsistent with this Article  SEVENTH, shall
eliminate or reduce the effect of this Article SEVENTH in  respect of any matter occurring, or
any cause of action, suit or claim that,  by for this Article SEVENTH, would accrue or arise,
prior to such amendment,  repeal or adoption of an inconsistent provision.

EIGHT:          The Corporation shall, to the fullest extent permitted  by the provisions of Section
145 of the General Corporation Law of the State  of Delaware, as the same may be amended and
supplemented, indemnify any and  all persons whom is shall have power to indemnify under said
section from and  against any and all expenses, liabilities, or other matters referred to in or
covered by said section, and the indemnification provided for herein shall  not be deemed
exclusive of any other rights to which those indemnified may be  entitled under any By-Law,
agreement, vote of stockholders or disinterested  directors or otherwise, both as a action in his
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 administrations of  such a person.

NINTH:         Whenever a compromise or arrangement is proposed between  this Corporation
and its creditors or any class of them and/or between this  corporation and its stockholders or any
class of them, any court of equitable  jurisdiction within the State of Delaware may, on the
application in a  summary  way of this Corporation or of any creditor or stockholder thereof or
on the application of any receiver or receivers appointed for this  Corporation under the
provisions of Section 291 of Title 8 of the Delaware  Code or on the application of trustees in
dissolution or of any receiver or  receivers appointed for this Corporation under the provisions of
Section 270  of Title 8 of the Delaware Code order a meeting of the creditors or class of  creditor,
and/or of the stockholders of class of stockholders of this  Corporation, as the case may be, to be
summoned in such manner as the said  court directs.  If a majority in number representing
three-fourths in value  of the creditors or class of creditors, and/or of the stockholders or class  of

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stockholders of this Corporation, as the case may be, agree to any compromise  or arrangement
and to any such reorganization of this Corporation as a  consequence of such compromise or
arrangement, the said compromise or  arrangement and the said reorganization shall, if
sanctioned by the court to  which the said application had been made, be binging on all the
creditors or  class or creditors and/or on all the stockholders or class of stockholders of  this
Corporation, as the case may be, and also on this Corporation.

TENTH:         From time to time any of the provisions of this  certificate of incorporation may be
amended, altered or repealed, and other  provisions authorized by the laws of the State of
Delaware at the time in  force may be added or inserted in the manner and at the time prescribed
by  said laws, and all rights at any time conferred upon the stockholders of the  Corporation by
this certificate of incorporation are granted subject to the  provisions of this Article TENTH."

5.          The amendment of the certificate of the incorporation  herein certified has been duly
adopted in accordance with the provisions of  Sections 228 and 242 of the General Corporation
Law of the State of Delaware.

IN WITNESS WHEREOF, I, Mark Himmelberger, President of the Corporation,  have
subscribed this document and do hereby affirm, under the penalties of  perjury, that the
statements contained therein have been examined by me and  are true and correct, this 16th day
of January 1995.

/s/ Mark Himmelberger

Mark Himmelberger, President

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