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                                                                     EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                            OF LEVEL 8 SYSTEMS, INC.

                          as amended December 30, 2002

1.  The name of the corporation is Level 8 Systems, Inc. (the "Corporation").

2.  The address, including street, number, city, and county, of the registered
office of the Corporation in the State of Delaware is 1013 Centre Road, City of
Wilmington 19805, County of New Castle. The name of its registered agent at such
address is Corporation Service Company.

3.  The name and mailing address of the sole incorporator are as follows:

             NAME                      MAILING ADDRESS

             Dennis McKinnie           Level 8 Systems, Inc.
                                       8000 Regency Parkway
                                       Cary, North Carolina 27511

4.  The name and mailing address of the initial director of the corporation who
shall serve until the first annual meeting of stockholders or until his
successor(s) are elected and qualified, is as follows:

             NAME                      MAILING ADDRESS

             Arie Kilman               Level 8 Systems, Inc.
                                       1250 Broadway, 35th Floor
                                       New York, New York 1001

5.  The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

6.  The total number of shares of capital stock which the Corporation is
authorized to issue is seventy million (70,000,000), shares, consisting of:

      (i)  sixty million (60,000,000) shares of common stock, par value $.001
per share ("Common Stock"); and

      (ii) ten million (10,000,000) shares of preferred stock, par value $.001
per share ("Preferred Stock").

      The following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions
thereof in respect of each class of capital stock of the Corporation.

A.  PREFERRED STOCK.

      The Board of Directors is authorized to provide, without stockholder
action, for the issuance of shares of Preferred Stock, subject to limitations
prescribed by law and by this Certificate of Incorporation, without stockholder
action in one or more series. The description of shares of each series of
Preferred Stock, including the number of shares to be included in each such
series, any preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of
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redemption shall be as set forth in resolutions adopted by the Board of
Directors and Articles of Amendment to this Certificate of Incorporation shall
be filed with the Delaware Secretary of State as required by law to be filed
with respect to the issuance of such Preferred Stock prior to such issuance.
Unless otherwise required by law, this Certificate of Incorporation or
agreement, no Shareholder action is required for the authorization and issuance
of such shares of Preferred Stock.

      The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, setting or changing the
following:

      (a)  the number of shares constituting each series and the distinctive
designation of that series;

      (b)  the annual dividend rate, if any, on shares of such series, the times
of payment, if dividends are to be cumulative and, if so, the date from which
dividends shall be accumulated, and the relative rights of priority with respect
to dividends;

      (c)  whether the shares of such series shall be redeemable and, if so, the
redemption price and the terms and conditions of such redemption;

      (d)  the obligation, if any, of the Corporation to redeem shares of such
series pursuant to a sinking fund;

      (e)  whether shares of such series shall be convertible into, or
exchangeable for, shares of stock or any other class or classes and, if so, the
terms and conditions of such conversion or exchange, including the price or
prices or the rate or rates of conversion or exchange and the terms of
adjustment, if any;

      (f)  whether the shares of such series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the extent of such
voting rights;

      (g)  the rights of the shares of such series in the event of voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation, and the
relative rights of priority, if any, of payment of shares of that series; and

      (h)  any other relative rights, powers, preferences, qualifications,
limitations or restrictions thereof relating to such series.

      The shares of Preferred Stock of any one series shall be identical with
each other in all respects except as to the dates from and after which dividends
thereon shall cumulate, if cumulative.

      B.  COMMON STOCK

      (1)  GENERAL.  The voting, dividend and liquidation rights of the holders
of the Common Stock are subject to and qualified by the rights of the holders of
the Preferred Stock, if any.

      (2)  VOTING.  The holders of the Common Stock are entitled to one vote for
each share held at all meetings of stockholders (and written actions in lieu of
meetings). There shall be no cumulative voting.

      (3)  DIVIDENDS.  Dividends may be declared and paid on the Common Stock
from funds lawfully available therefor as and when determined by the Board of
Directors.

      (4)  LIQUIDATION.  Upon the dissolution or liquidation of the Corporation,
whether voluntary or involuntary, and subject to the rights of the holders of
Preferred Stock, if any, holders of Common Stock will be entitled to receive all
assets of the Corporation available for distribution to its stockholders.
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7.  In furtherance of and not in limitation of powers conferred by statute, it
is further provided that the election of directors need not be by written
ballot.

8.  Except to the extent that the General Corporation Law of the State of
Delaware prohibits the elimination or limitation or liability of directors for
breaches of fiduciary duty, no director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for any
breach of fiduciary duty as director, notwithstanding any provision of law
imposing such liability. No amendment to or repeal of this provision 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 acts or omissions such director
occurring prior to such amendment.

9.  The Corporation shall, to the full extent permitted by Section 145 of the
General Corporation Law of Delaware, as amended from time to time, indemnify
each person who was or is a party or is threatened to be 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
was, or has agreed to become, a director or officer of the Corporation, or is or
was serving, or has agreed to serve, at the request of the Corporation, as a
director, officer or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise (including
any employee benefit plan), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys'
fees), judgements, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom.

      Indemnification may include payment by the Corporation of expenses in
defending an action or proceeding in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by the person indemnified to
repay such payment if it is ultimately determined that such person is not
entitled to the indemnification under this Article, which undertaking may be
accepted without reference to the financial ability of such person to make such
repayment.

      The Corporation shall not indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person unless the initiation thereof was approved by the Board of Directors
of the Corporation.

      The indemnification rights provided in this Section (i) shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any law, agreement or vote of stockholder or disinterested directors or
otherwise, and (ii) shall inure to the benefit of the heirs, executors and
administrators of such persons. The Corporation may, to the extent authorized
from time to time by its Board of Directors, grant indemnification rights to
other employees or agents of the Corporation or other persons serving the
Corporation and such rights may be equivalent to, or greater or less than, those
set forth in this Article.

10.  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 the Certificate of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

11.  The Board of Directors is authorized to make, adopt, amend, alter or repeal
the Bylaws of the Corporation. The stockholders shall also have the power to
make, adopt, amend, alter or repeal the Bylaws of the Corporation.