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                                                                   EXHIBIT 3.1




                               ARTICLES OF MERGER
                                       OF
                     TECHNOLOGY MANAGEMENT RESOURCES, INC.,
                            A TENNESSEE CORPORATION,
                                  WITH AND INTO
                          SCB COMPUTER TECHNOLOGY INC.,
                             A TENNESSEE CORPORATION

       Pursuant to the provisions of Section 48-21-107 of the Tennessee Business
Corporation Act, as amended (the "Act"), SCB Computer Technology, Inc., a
Tennessee corporation ("Parent"), adopts the following Articles of Merger for
the purpose of merging Technology Management Resources, Inc., a Tennessee
corporation and wholly-owned subsidiary of Parent ("Subsidiary"), with and into
Parent (the "Merger"):

1.     The Plan of Merger is attached hereto as Exhibit A and incorporated
       herein by reference.

2.     As to Parent, the surviving corporation in the Merger, the Plan of Merger
       was duly adopted by its board of directors on September 20, 2001.

3.     Pursuant to Section 48-21-105(c) of the Act, the approval of the
       shareholders of Parent is not required to merge Subsidiary with and into
       Parent.

4.     Pursuant to Section 1110(h) of Chapter 11 of the California General
       Corporations Law, neither the approval of the board of directors of
       subsidiary nor the approval of the sole shareholder of Subsidiary is
       required to merge Subsidiary with and into Parent.

5.     Pursuant to Section 48-21-105(c) of the Act, neither the approval of the
       board of directors of Subsidiary nor the approval of the shareholders of
       Subsidiary is required to merge Subsidiary with and into Parent.

6.     These Articles of Merger shall become effective upon filing with the
       office of the Secretary of State for the State of Tennessee.

       IN WITNESS WHEREOF, Parent has caused these Articles of Merger to be
executed on its behalf on June 26, 2002.



                                    SCB COMPUTER TECHNOLOGY, INC.



                                    By: /s/ T. Scott Cobb
                                        ----------------------------------------
                                        T. Scott Cobb
                                        President and Chief Executive Officer
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                                                                   EXHIBIT A



                                 PLAN OF MERGER

       This Plan of Merger (this "Plan") is made on June 26, 2002, by the Board
of Directors of SCB Computer Technology, Inc., a Tennessee corporation
("Parent"), in order to merge Technology Management Resources, Inc., a Tennessee
corporation and wholly-owned subsidiary of Parent ("Subsidiary"), with and into
Parent.

                                  ARTICLE ONE
                                    RECITALS

       Parent and Subsidiary desire to effect a statutory merger of Subsidiary
with and into Parent in the manner set forth herein (the "Merger") as evidenced
by the approval of the Board of Directors of Parent of the Merger and the terms
hereof. Both constituent corporations desire that the Merger be characterized as
a reorganization described in Section 368(a)(1) of the Internal Revenue Code of
1986, as amended.

                                  ARTICLE TWO
                                 MERGER PARTIES

       Section 2.1. Subsidiary. The name of the corporation proposing to merge
with and into Parent is Technology Management Resources, Inc., a Tennessee
corporation and wholly-owned subsidiary of Parent.

       Section 2.2. Parent. The name of the corporation with and into which
Subsidiary proposes to merge is SCB Computer Technology, Inc., a Tennessee
corporation owning all the outstanding voting shares of Subsidiary.

                                 ARTICLE THREE
                              TERMS, CONDITIONS AND
                            EFFECTIVE DATE OF MERGER

       Section 3.1. General. Upon the Effective Date (as hereinafter defined),
Subsidiary shall merge with and into Parent, which shall survive the Merger and
continue to be a corporation governed by the laws of the State of Tennessee, and
the separate existence of Subsidiary shall cease.

       Section 3.2. Effective Date. The Merger shall become effective upon
filing of the Articles of Merger to which this Plan is attached with the office
of the Secretary of State for the State of Tennessee (the "Effective Date").

                                  ARTICLE FOUR
                   TREATMENT OF SHARES OF SUBSIDIARY IN MERGER

       Upon the Effective Date, all outstanding shares of common stock of
Subsidiary shall automatically and by operation of law be canceled and any
certificates evidencing ownership of such shares shall be void and of no effect.



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                                  ARTICLE FIVE
                          CHARTER AND BYLAWS OF PARENT

       The Charter and the Bylaws of Parent shall remain the Charter and the
Bylaws of Parent following the Effective Date, unless and until the same shall
be amended or repealed in accordance with the provisions thereof.

                                  ARTICLE SIX
                             APPROVAL OF MERGER AND
                            TERMINATION BY SUBSIDIARY

       Section 6.1. Corporate Approval. This Plan has been fully and duly
approved by the Board of Directors of Parent in accordance with the Tennessee
Business Corporation Act.

       Section 6.2. Termination. At any time prior to the Effective Date, this
Plan may be abandoned by the Board of Directors of Parent. In the event of such
abandonment, this Plan shall become void, and neither Parent's nor Subsidiary's
shareholders, directors or officers shall be liable in respect to such
abandonment.

       IN WITNESS WHEREOF, this Plan is executed on behalf of Parent on the date
first set forth above.



                                      SCB COMPUTER TECHNOLOGY, INC.



                                      By: /s/  T. Scott Cobb
                                          --------------------------------------
                                          T. Scott Cobb
                                          President and Chief Executive Officer




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