CERTIFICATE OF INCORPORATION

                                       OF

                        NOVEX SYSTEMS INTERNATIONAL INC.


                       -----------------------------------

                            UNDER SECTION 402 OF THE
                            BUSINESS CORPORATION LAW

                       -----------------------------------

     The undersigned,  being a natural person over the age of eighteen, in order
to form a corporation under and pursuant to the Business  Corporation Law of the
State of New York, hereby certifies:

     First: The name of the corporation is Novex Systems International Inc. (the
"Company").

     Second:  The  purpose  of the  Company  is to engage in any  lawful  act or
activity  for which  corporations  may be  organized  pursuant  to the  Business
Corporation Law of the State of New York.

     Third:  The office of the Company shall be in the County of New York, State
of New York.

     Fourth:  The  Secretary  of  State  of the  State  of New  York  is  hereby
designated  as the  agent of the  corporation  upon  whom  process  against  the
corporation may be served.  The post office address within the State of New York
to which the  Secretary  of State shall mail a copy of any  process  against the
corporation served upon him is:

                      c/o Novex Systems International Inc.
                           67 Wall Street, Suite 2001
                               New York, NY 10005

     Fifth: The duration of the Company is to be perpetual.


     Sixth:  Section 1. Authorized  Capital Stock.  The Company is authorized to
issue two classes of capital stock, designated Common Stock and Preferred Stock.
The total number of shares of capital  stock that the Company is  authorized  to
issue is 60,000,000 shares, consisting of 50,000,000 shares of Common Stock, par
value $.001 per share, and 10,000,000 shares of Preferred Stock, par value $.001
per share.

     Section 2.  Preferred  Stock.  The Preferred  Stock may be issued in one or
more  series.  The Board of  Directors  of the Company  (the  "Board") is hereby
authorized  to  issue  the  shares  of  Preferred  Stock,   without   additional
stockholder  approval,  in such  series  and to fix  from  time  to time  before
issuance  the  number  of  shares  to be  included  in any such  series  and the
designation,  relative  powers,  preferences,  and  rights  and  qualifications,
limitations,  or restrictions of all shares of such series. The authority of the
Board with  respect to each such  series  will  include,  without  limiting  the
generality of the foregoing, the determination of any or all of the following:

     (a) the number of shares of any series and the  designation  to distinguish
the shares of such series from the shares of all other series;

     (b) the voting  powers,  if any, and whether such voting powers are full or
limited in such series;

<PAGE>


     (c) the redemption provisions, if any, applicable to such series, including
the redemption price or prices to be paid;

     (d) whether  dividends,  if any, will be cumulative or  noncumulative,  the
dividend rate of such series, and the dates and preferences of dividends on such
series;

     (e) the rights of such series upon the voluntary or involuntary dissolution
of, or upon any distribution of the assets of, the Company;

     (f) the provisions, if any, pursuant to which the shares of such series are
convertible  into, or exchangeable  for, shares of any other class or classes or
of any other  series of the same or any other class or classes of stock,  or any
other security, of the Company or any other corporation or other entity, and the
price or prices or the rates of exchange applicable thereto;

     (g) the right,  if any, to subscribe  for or to purchase any  securities of
the Company or any other corporation or other entity;

     (h) the  provisions,  if any, of a sinking fund  applicable to such series;
and

     (i) any other relative,  participating,  optional, or other special powers,
preferences, rights, qualifications, limitations, or restrictions thereof all as
may be determined from time to time by the Board and stated in the resolution or
resolutions providing for the issuance of such Preferred Stock (collectively,  a
"Preferred Stock Designation").

     Section 3. Common  Stock.  The holders of Common  Stock will be entitled to
one vote on each matter  submitted  to a vote at a meeting of  stockholders  for
each share of Common  Stock held of record by such  holder as of the record date
for such meeting.

     Seventh:  The Board may make,  amend, and repeal the Bylaws of the Company.
Any Bylaw made by the Board under the powers  conferred hereby may be amended or
repealed  by the Board or by the  stockholders  in the  manner  provided  in the
Bylaws of the  Company.  The Bylaws may only be adopted,  amended or repealed by
the  stockholders  by the  affirmative  vote of at least 75% of the votes of the
shares at the time  entitled to vote in the  election of any  Directors,  voting
together as a single class. The Company may in its Bylaws confer powers upon the
Board in addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board by applicable law.

     Eighth:  Subject  to the rights of the  holders of any series of  Preferred
Stock:

     (a) any action required or permitted to be taken by the stockholders of the
Company  must  be  effected  at a duly  called  annual  or  special  meeting  of
stockholders of the Company or by unanimous  consent in writing,  as provided by
the New York Business Corporation Law; and

     (b) special  meetings of  stockholders of the Company may be called only by
(i) the  Chairman of the Board (the  "Chairman")  or (ii) the  Secretary  of the
company (the  "Secretary")  within 10 calendar days after receipt of the written
request of a majority of the total number of Directors  which the Company  would
have if there were no vacancies (the "Whole Board"),  or as required pursuant to
relevant provisions of the New York Business Corporation Law.

     At any annual meeting or special  meeting of  stockholders  of the Company,
only such business  will be conducted or  considered as has been brought  before
such   meeting  in  the  manner   provided   in  the  Bylaws  of  the   Company.
Notwithstanding  anything  contained in this Certificate of Incorporation to the
contrary,  in order to repeal,  adopt,  or amend any  provision  of this Article
Eighth requires the affirmative  vote of at least 75% of the votes of the shares
at the time entitled to vote in the election of any Directors,  voting  together
as a single class.

                                       2

<PAGE>

     Ninth: Section 1. Number, Election, and Terms of Directors.  Subject to the
rights,  if any,  of the  holders  of any  series  of  Preferred  Stock to elect
additional  Directors  under  circumstances   specified  in  a  Preferred  Stock
Designation,  the number of the  Directors  of the Company may be  increased  or
decreased  from  time to time  in the  manner  described  in the  Bylaws  of the
Company, but shall never be less than three nor more than twelve. The Directors,
other than those who may be  elected by the  holders of any series of  Preferred
Stock, will be classified with respect to the time for which they severally hold
office into three  classes,  as nearly equal in number as  possible,  designated
Class 1, Class 2, and Class 3. The  Directors  first  appointed  to Class 1 will
hold office for a term expiring at the annual meeting of stockholders to be held
in 1999;  the Directors  first  appointed to Class 2 will hold office for a term
expiring  at the annual  meeting  of  stockholders  to be held in 2000;  and the
Directors first appointed to Class 3 will hold office for a term expiring at the
annual  meeting of  stockholders  to be held in 2001,  with the  members of each
class to hold office until their  successors are elected and qualified.  At each
succeeding annual meeting of the stockholders of the Company,  the successors of
the class of  Directors  whose terms expire at that meeting will be elected by a
plurality  vote of all votes  cast at such  meeting  to hold  office  for a term
expiring  at the end of the  period  designated  for that  class  in  which  the
director  shall be elected.  Election of Directors of the Company need not be by
written ballot unless  requested by the Chairman or by the holders of a majority
of the Voting Stock  present in person or  represented  by proxy at a meeting of
the stockholders at which Directors are to be elected.

     Section 2. Nomination of Director Advance notice of stockholder nominations
for the  election of Directors  must be nominated in the manner  provided in the
Bylaws of the Company.

     Section 3. Creation of New Directors. The Board of Directors may create new
Directorships  from  time  to  time  at  their  discretion,  without  additional
stockholder approval.

     Section  4.  Newly  Created  Directorships  and  Vacancies.  Subject to the
rights,  if any,  of the  holders  of any  series  of  Preferred  Stock to elect
additional  Directors  under  circumstances   specified  in  a  Preferred  Stock
Designation,  newly  created  directorships  resulting  from any increase in the
number of  Directors  and any  vacancies  on the  Board  resulting  from  death,
resignation, disqualification,  removal, or other cause will be filled solely by
the  affirmative  vote of a majority of the remaining  Directors then in office,
even though less than a quorum of the Board,  or by a sole  remaining  Director.
Any Director elected in accordance with the preceding  sentence will hold office
for the  remainder  of the full term of the class of  Directors in which the new
directorship  was  created or the  vacancy  occurred  and until such  Director's
successor  has been duly  elected  and  qualified.  No decrease in the number of
Directors constituting the Board may shorten the term of any incumbent Director.

     Section 5.  Removal.  Subject to the rights,  if any, of the holders of any
series of Preferred  Stock to elect  additional  Directors  under  circumstances
specified  in a Preferred  Stock  Designation,  any Director may be removed from
office by the  stockholders  only for cause and only in the manner  provided  in
this Section 5. At any annual  meeting or special  meeting of the  stockholders,
the notice of which  states that the removal of a Director or Directors is among
the purposes of the meeting,  the affirmative  vote of at least 75% of the votes
of the shares at the time  entitled to vote in the  election  of any  Directors,
voting  together as a single  class,  may remove such  Director or Directors for
cause.  Except as may be provided by applicable  law,  cause for removal will be
deemed to exist only if the Director whose removal is proposed has been adjudged
by a  court  of  competent  jurisdiction  to be  liable  to the  Company  or its
stockholders  for misconduct as a result of (a) a breach of such Director's duty
of loyalty to the Company,  (b) any act or omission by such Director not in good
faith or which involves a knowing  violation of law, or (c) any transaction from
which such Director derived an improper personal benefit,  and such adjudication
is no longer subject to direct appeal.

     Section 6. Amendment,  Repeal, Etc.  Notwithstanding  anything contained in
this Certificate of  Incorporation  to the contrary,  the affirmative vote of at
least  75% of the  votes  of the  shares  at the  time  entitled  to vote in the
election of any  Directors,  voting  together as a single class,  is required to
amend, adopt, or repeal any provision inconsistent with, this Article Ninth.


                                       3
<PAGE>


     Tenth:   Notwithstanding   anything   contained  in  this   Certificate  of
Incorporation  or the Bylaws of the Company to the  contrary,  the Company shall
engage  in any  business  combinations  with  interested  stockholders  only  in
accordance  with the relevant  provisions of the New York  Business  Corporation
Law.

     Eleventh:  To the  fullest  extent  permitted  by  the  New  York  Business
Corporation Law or any other applicable law currently or hereafter in effect, no
Director  of the  Company  will  be  personally  liable  to the  Company  or its
stockholders  for or with respect to any acts or omissions in the performance of
his or her duties as a Director of the Company.  Any repeal or  modification  of
this Article will not adversely  affect any right or protection of a Director of
the Company existing prior to such repeal or modification.


     Section 1. Amendment,  Repeal, Etc.  Notwithstanding  anything contained in
this Certificate of  Incorporation  to the contrary,  the affirmative vote of at
least  75% of the  votes  of the  shares  at the  time  entitled  to vote in the
election of any  Directors,  voting  together as a single class,  is required to
amend, adopt, or repeal any provision inconsistent with, this Article Eleventh.

     Twelfth:  Each  person who is or was or had agreed to become a Director  or
officer of the  Company,  and each such  person who is or was serving or who had
agreed to serve at the  request of the Board or an officer of the  Company as an
employee or agent of the Company or as a director,  officer,  employee, or agent
of another  corporation,  partnership,  joint venture,  trust,  or other entity,
whether  for  profit  or  not  for  profit  (including  the  heirs,   executors,
administrators, or estate of such person), will be indemnified by the Company to
the full extent permitted by the New York Business  Corporation Law or any other
applicable law as currently or hereafter in effect. The right of indemnification
provided in this  Article  Twelfth  will not be exclusive of any other rights to
which any person seeking  indemnification  may otherwise be entitled,  including
without  limitation  pursuant to any  contract  approved a majority of the whole
Board  (whether or not the  Directors  approving  such contract are or are to be
parties to such  contract or similar  contracts),  and (b) will be applicable to
matters  otherwise  was its scope  whether  or not such  matters  arose or arise
before or after the  adoption of this  Article  Twelfth.  Without  limiting  the
generality  or the effect of the  foregoing,  the company may adopt  Bylaws,  or
enter  into  one  or  more  agreements  with  any  person,   which  provide  for
indemnification  greater or different than that provided in this Article Twelfth
or the  New  York  Business  Corporation  Law  in  effect  from  time  to  time.
Notwithstanding  anything  contained in this Certificate of Incorporation to the
contrary, the amendment or repeal of, or adoption of any provisions inconsistent
with, this Article Twelfth  requires the affirmative vote of at least 75% of the
votes  of the  shares  at the  time  entitled  to  vote in the  election  of any
Directors,  voting  together as a single  class.  Any amendment or repeal of, or
adoption of any  provision  inconsistent  with,  this  Article  Twelfth will not
adversely  affect  any  right or  protection  existing  hereunder  prior to such
amendment, repeal, or adoption.


     IN  WITNESS   WHEREOF,   the  undersigned  has  executed  and  signed  this
Certificate of Incorporation this third day of February, 1999.




                                                     ------------------------
                                                     Scott M. Dubowsky, Esq.
                                                     Incorporator


                                       4
<PAGE>



                                PLAN OF MERGER OF

        STRATFORD ACQUISITION CORP. AND NOVEX SYSTEMS INTERNATIONAL, INC.

                                      INTO

                        NOVEX SYSTEMS INTERNATIONAL, INC.


                                    ARTICLE I

                        Names of Constituent Corporations

1. The names of the corporation to be merged are Stratford  Acquisition Corp., a
Minnesota  corporation.  The name under which Stratford Acquisition  Corporation
was formed is Twin City Hair Goods, Inc.

2. The name of the surviving corporation is Novex Systems International, Inc., a
New York corporation.

                                   ARTICLE II

1. Stratford Acquisition  Corporation has outstanding 15,081,607 shares of $.001
par value common stock all of which are entitled to vote.

2. Novex  Systems  International,  Inc. has  outstanding  one share of $.001 par
value common stock which is entitled to vote.

3. The number of the shares aforementioned is not subject to change prior to the
effective date of the merger.

                                   ARTICLE III

                         Terms and Conditions of Merger

1.  The  By-Laws  of  Surviving  Corporation.   The  By-Laws  of  the  Surviving
Corporation,  as they exist on the  effective  date of the merger,  shall be and
remain the By-Laws of the Surviving Corporation until the same shall be altered,
amended or repealed as provided therein.

2. First Annual  Meeting of Surviving  Corporation.  The first annual meeting of
the  shareholders  of the  Surviving  Corporation  held  after the date when the
Merger becomes effective, shall be the annual meeting provided or to be provided
by the By-Laws thereof for the year 2000.

3.  Meeting of the Board of Directors of the  Surviving  Corporation.  The first
meeting of the board of directors of the Surviving  Corporation to be held after
the date when the Merger  becomes  effective may be called or may convene in the
manner  provided in the By-Laws of the Surviving  Corporation and may be held at
the time and place specified in the notice of the meeting.

4. Officers and Directors of the Surviving Corporation. All persons who shall be
directors and officers of the Non-Surviving Corporation on the effective date of
the Merger shall serve in the same respective  offices and  directorships of the
Surviving Corporation until the shareholders and board of


                                       2
<PAGE>


directors of the Surviving  Corporation  shall elect or appoint their respective
successors. If on or after the effective date of the Merger a vacancy shall, for
any  reason,  exist in the board of  directors  or in any of the  offices of the
Surviving Corporation, the vacancy shall be filled in the manner provided in the
Certificate of Incorporation of the Surviving Corporation or in its ByLaws.

5. In addition to the approval of shareholders of the constituent  corporations,
the obligations of the constituent corporations to effect the Merger are subject
to the  satisfaction or, where  permitted,  waiver of certain other  conditions,
including  (I) consents,  approvals  and waivers from third parties  required to
consummate  the merger and (ii) the  approval  for listing on the NASD  bulletin
board,  subject  to the  official  notice  of  issuance,  of the  shares  of the
Surviving Corporation to be issued in the merger.

                                   ARTICLE IV

                              Conversion of Shares

1.  Conversion of Shares of Stratford  Acquisition  Corporation.  The manner and
basis of converting the shares of Stratford Acquisition  Corporation into shares
of Novex Systems  International,  Inc.  shall be as follows:  Each publicly held
share  of  common  stock  of  Stratford  Acquisition  Corp.  outstanding  on the
effective date of the Merger and all rights in respect thereof shall,  forthwith
upon such effective date, be converted  into, and become  exchanged for an equal
number of shares of common stock of Novex Systems International,  Inc., and each
holder of such shares of Stratford  Acquisition  Corp.  shall be entitled,  upon
presentation for surrender to Novex Systems International, Inc. or its agent, of
the certificate or certificates representing such shares, to receive in exchange
therefor a certificate or certificates representing the number of fully paid and
non-assessable shares of Novex Systems International,  Inc. to which such holder
shall be entitled upon the aforesaid basis of conversion and exchange.

     In order to receive the shares of Common Stock of the Surviving Corporation
to which they will be entitled  as a result of the  Merger,  holders of publicly
held shares of Stratford  Acquisition  Corp.  ("Publicly  Held  Shares") will be
required to surrender their stock  certificates  after the effective date of the
Merger, together with a duly completed and executed letter of transmittal to the
Surviving  Corporation or its  designated  agent (the  "Exchange  Agent").  Upon
receipt  of  such  stock   certificate  and  letter  of  transmittal   from  the
shareholders  of such Publicly Held Shares,  the  Surviving  Corporation  or the
Exchange  Agent will  arrange for the  issuance  and  delivery of a Common Stock
certificate  of the  Surviving  Corporation  to  the  registered  holder  or his
transferee for the number of shares of common stock of the Surviving Corporation
that such person is entitled to receive as a result of the Merger.  Instructions
with  regard  to  the  surrender  of  certificates  together  with a  letter  of
transmittal  to be  used  for  such  purpose,  will be  mailed  as  promptly  as
practicable  after the effective  date of the Merger to holders of Publicly Held
Shares.  Holders of Publicly Held Shares who wish to exercise their  dissenters'
rights must submit their stock  certificates in accordance with the instructions
to be set forth in the proxy materials of the Non-Surviving Corporation. Holders
of Publicly Held Shares who are not electing to dissent  should not submit their
stock   certificates   for  exchange  until  such  letter  of  transmittal   and
instructions are received.

                                        2

<PAGE>



     If any certificate for shares of Common Stock of the Surviving  Corporation
is to be issued to a person other than the person in whose name the  certificate
for shares of the  Publicly  Held Shares  surrendered  in  exchange  therefor is
registered,  it shall be a condition of such issuance that the stock certificate
so surrendered shall be properly endorsed (with such signature guarantees as may
be  required  by the letter of  transmittal)  and  otherwise  in proper form for
transfer and that the person  requesting such issuance shall pay any transfer or
other taxes  required by reason of the  issuance of  certificates  for shares of
Common Stock of the Surviving  Corporation to a person other than the registered
holder  of the  Publicly  Held  Shares  surrendered  or shall  establish  to the
satisfaction  of the  Exchange  Agent  that  such  tax has  been  paid or is not
applicable.

     Until a certificate that previously  represented  Publicly Held Shares held
by a shareholder of the  Non-Surviving  Corporation is actually  surrendered for
exchange  and  received by the Exchange  Agent,  the holder  thereof will not be
entitled to vote or receive any dividends or other distributions with respect to
Common Stock of the Surviving Corporation payable to holders of record after the
effective date of the Merger.  Subject to applicable law, upon such surrender of
stock  certificates  the  previously  represented  Publicly  Held Shares held by
shareholders  of  the  Non-Surviving   Corporation,   such  dividends  or  other
distributions  will be  remitted  (without  interest)  to the  record  holder of
certificates for shares of Common Stock of the Surviving  Corporation  issued in
exchange therefor.  Any certificates for shares of Common Stock of the Surviving
Corporation  delivered or made available to the Exchange Agent and not exchanged
for Publicly Held Share certificates  within six months after the effective date
of  the  Merger  will  be  returned  by the  Exchange  Agent  to  the  Surviving
Corporation,  which will  thereafter act as Exchange Agent subject to the rights
of holders of certificates for unsurrendered Publicly Held Shares. However, none
of the Surviving  Corporation,  the  Non-Surviving  Corporation  or the Exchange
Agent will be liable to any holder of Publicly  Held Shares for any Common Stock
of the  Surviving  Corporation  or  dividends or  distributions  thereon or cash
delivered  to a  public  official  pursuant  to  applicable  escheat,  unclaimed
property or similar laws.

2.  Treatment  of Stock  Options  and  Warrants.  Each option and warrant of the
Non-Surviving  Corporation outstanding at the effective date of the Merger shall
be  converted  into an equal  number of options  or  warrants  of the  Surviving
Corporation  in a similar  fashion as that set forth  above with  respect to the
common stock of the Non-Surviving Corporation.

                                    ARTICLE V

                   Amendments to Certificate of Incorporation
                            Of Surviving Corporation

     There shall be no amendments or changes to the certificate of incorporation
of the Surviving Corporation to be effected by the merger.



                                        3

<PAGE>



                                   ARTICLE VI

                              Abandonment of Merger

     Notwithstanding shareholder authorization of this plan of merger, this plan
may be abandoned by at any time prior to the filing of the certificate of merger
with the  Department of State (I) by mutual consent of the Board of Directors of
the constituent corporations or (ii) subject to certain conditions if the Merger
has not been  consummated  on or before  December  31,  1999.  The filing of the
certificate  of merger by the Department of State shall  establish  conclusively
that this plan has not been abandoned.


                                   ARTICLE VII

                            Miscellaneous Provisions

1. Authorization by Shareholders. This plan shall be submitted to the respective
shareholders of the Constituent  Corporations  for their  authorization  thereof
pursuant to law.

2. Certain Regulatory Matters.  The Company is subject to regulation under state
and  federal  laws that govern the sale of  securities  and the rules of certain
self-regulatory  organizations.  Certain  notices are required  pursuant to such
regulation  in  connection  with  the  Merger.  Appropriate  filings  are  being
submitted and it is  anticipated,  although there can be no assurance,  that all
such notices will be effected  prior to, or promptly  following,  the  Effective
date of the Merger.  The  Surviving  Corporation  will file an  application  for
listing of its shares with the NASDAQ OTC Bulletin  Board and it is  anticipated
that such approval will be obtained;  however, there can be no assurance that it
will be obtained.

3. Effective Date of Merger; Effect of Merger.

     (a) The merger  shall be  effected  upon the filing of the  certificate  of
merger by the Department of State,  and the  certificate of merger shall contain
no provision to the contrary.

     (b) The merger shall have the effect  specified in paragraph (f) of Section
907 of the New York Business Corporations Law.

4. Expenses of Merger.  The Surviving  Corporation shall pay all the expenses of
carrying this plan into effect and of accomplishing the merger.

5. Counterparts.  For the convenience of the parties and to facilitate  approval
of this plan, any number of counterparts thereof may be executed,  and each such
executed counterpart shall be deemed to be an original instrument.



                                        4

<PAGE>



     IN WITNESS  WHEREOF,  this plan of merger has been  subscribed on behalf of
Stratford Acquisition Corp. and on behalf of Novex Systems  International,  Inc.
on  February  25,  1999,  the plan  having  been  duly  adopted  by the board of
directors each corporation on February 25, 1999.

                                           STRATFORD ACQUISITION CORP.


ATTEST:                                    By:   /s/Daniel W. Dowe
                                                 ---------------------------
-----------                                      Daniel W. Dowe, President

-----------                                By:   /s/William K. Lavin
                                                 ---------------------------
                                                 William K. Lavin, Secretary


                                           NOVEX SYSTEMS INTERNATIONAL, INC.


ATTEST:                                    By:   /s/Daniel W. Dowe
                                                 ---------------------------
                                                 Daniel W. Dowe, President
---------
                                           By:   /s/William K. Lavin
---------                                        ---------------------------
                                                 William K. Lavin, Secretary


                                        5

<PAGE>


                              CERTIFICATE OF MERGER
                                       OF
                           STRATFORD ACQUISITION CORP.
                                      INTO
                        NOVEX SYSTEMS INTERNATIONAL, INC.


                UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW


     The undersigned,  Daniel W. Dowe and William K. Lavin,  being the president
and secretary,  respectively,  of each of Stratford  Acquisition Corp. and Novex
Systems International, Inc. hereby certify:

     (1) The name of the  corporation  to be  merged  is  Stratford  Acquisition
Corp., a Minnesota corporation.  The name under which the corporation was formed
is Twin City Hair Goods Inc. Stratford Acquisition Corp. filed with the New York
Department  of  State  an  Application  for  Authority  To  Do  Business  and  a
Certificate  of Assumed  Name on February  24,  1997,  and  February  25,  1997,
respectively.

     (2) Stratford Acquisition  Corporation has outstanding 15,081,607 shares of
$.001 par value common stock all of which are entitled to vote. Of these shares,
none of the shares are owned by Novex Systems International,  Inc. The number of
outstanding shares of Stratford Acquisition Corp. is not subject to change prior
to the effective date of the merger.

     (3) Shares of Novex Systems International, Inc. shall be issued pro rata to
shareholders of Stratford  Acquisition  Corp.,  the parent  corporation,  on the
surrender of certificates for their shares in Stratford Acquisition Corp.

     (4)  There  shall  be no  amendments  or  changes  to  the  certificate  of
incorporation of Novex Systems International, Inc. to be effected by the merger.

     (5) The date when the Articles of  Incorporation  of Stratford  Acquisition
Corp. was filed by the Department of State of the State of Minnesota is February
14, 1966.

     The  date  when  the   Certificate  of   Incorporation   of  Novex  Systems
International,  Inc.  was filed by the  Department  of State of the State of New
York is February 5, 1999.

     (6) The Plan of Merger of Stratford  Acquisition  Corp.  into Novex Systems
International,  Inc.  was  adopted  by  the  board  of  directors  of  Stratford
Acquisition Corp., the parent corporation.

     (7) The proposed merger has been approved by the  shareholders of Stratford
Acquisition  Corporation,  the parent corporation,  in accordance with paragraph
(a) of Section 903  (Authorization by Shareholders) of the Business  Corporation
Law.



<PAGE>



     IN WITNESS  WHEREOF,  the undersigned  have subscribed this certificate and
hereby  affirm it as true under the penalties of perjury this 29th day of April,
1999.


                                      STRATFORD ACQUISITION CORP.


                                      By:   /s/Daniel W. Dowe
                                            -------------------------------
                                            Daniel W. Dowe, President


                                      By:   /s/William K. Lavin
                                            -------------------------------
                                            William K. Lavin, Secretary

                                        2

<PAGE>



                               ARTICLES OF MERGER
                                       OF
                           STRATFORD ACQUISITION CORP.
                                      INTO
                        NOVEX SYSTEMS INTERNATIONAL, INC.


             UNDER SECTION 302A.651 OF THE BUSINESS CORPORATIONS LAW


     The undersigned,  Daniel W. Dowe and William K. Lavin,  being the president
and secretary,  respectively,  of each of Stratford  Acquisition Corp. and Novex
Systems International, Inc. hereby certify:

     (1)  Annexed  hereto  is a true and  correct  copy of the Plan of Merger of
Stratford  Acquisition  Corp.,  a  domestic  corporation,   into  Novex  Systems
International, Inc., a New York corporation.

     (2) The annexed  Plan of Merger has been  approved by the  shareholders  of
each of the  constituent  corporations  pursuant to Chapter 302A of the Business
Corporations Law of the State of Minnesota.

     (3) The foreign corporation,  Novex Systems  International,  Inc., shall be
the surviving corporation.

     (4) Novex Systems International, Inc. hereby agrees that

     (A) it may be served with process in the State of Minnesota in a proceeding
for the  enforcement  of an obligation of Stratford  Acquisition  Corp. and in a
proceeding  for the  enforcement  of the rights of a dissenting  shareholder  of
Stratford Acquisition Corp. against Novex Systems International, Inc.;

     (B) it  irrevocably  appoints  the  Secretary  of  State  of the  State  of
Minnesota as its agent to accept service of process in any  proceeding.  Process
may be forwarded to Novex Systems  International,  Inc. at 67 Wall Street, Suite
2001, New York, New York 10005; and

     (C) it  will  promptly  pay to the  dissenting  shareholders  of  Stratford
Acquisition  Corp. the amount,  if any, to which they are entitled under section
302A.473.

     IN WITNESS  WHEREOF,  the undersigned  have subscribed this certificate and
hereby  affirm it as true under the penalties of perjury this 29th day of April,
1999.


                                      STRATFORD ACQUISITION CORP.


                                      By:   /s/Daniel W. Dowe
                                            -------------------------------
                                            Daniel W. Dowe, President


                                      By:   /s/William K. Lavin
                                            -------------------------------
                                            William K. Lavin, Secretary