##### Exhibit 3.1

##### STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION

|   First: | That at the annual meeting of the stockholders of SysComm
International Corporation resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of said corporation. The
resolution setting forth the proposed amendment is as follows:
|---------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Resolved,that the Certificate of Incorporation of this corporation be amended by
changing the Article thereof numbered Fourth so that, as
amended, said Article shall be and read as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
total number of shares of stock which the Corporation shall have the authority
to issue is eighty-five million (85,000,000) shares of common stock with
a par value of One Cent ($0.01) per share consisting of eighty million
(80,000,000) shares of common stock and five million (5,000,000) shares
of preferred stock.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   Second: | That thereafter, such meeting of the stockholders of said
corporation was duly called and held, at which meeting the necessary number of
shares as required by statute were voted in favor of the amendment.
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   Third: | That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
|---------- | ----------------------------------------------------------------------------------------------------------------------------------------------

|   Fourth: | That the  capital of said  corporation  shall not be reduced  under or by reason of said
                           amendment.
|----------- | ------------------------------------------------------------------------------------------------------------------------------

| | By:   | /s/ Anat Ebenstein          
| | ----- | ----------------------------
| | Name: | Anat Ebenstein, as President

STATE OF DELAWARESECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/22/2002
020202879 - 2139479

##### AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOF
SYSCOMM INTERNATIONAL CORPORATION

The
undersigned, John H. Spielberger and Dennis R. Wilson, being the President
and Secretary, respectively, of  SYSCOMM INTERNATIONAL CORPORATION, a Delaware
corporation (the Corporation), hereby certify as follows:

1.     The date of filing
of the original Certificate of Incorporation of the Corporation with the
Secretary of State of the State of Delaware was September 30, 1987. The original
name of the Corporation was Syscomm International Corporation.

2.     This Amended and
Restated Certificate of Incorporation has been duly adopted in accordance with
the applicable provisions of Section 242 and 245 of the General Corporation Law
of the State of Delaware.

3.     
The text of the Amended and  Restated  Certificate  of  Incorporation  of the  Corporation  as amended and
restated shall read in its entirety as follows:

FIRST:   The name of the Corporation is SysComm International Corporation.

SECOND:   The  address  of its  registered  office in the State of  Delaware  is No.  1209  Orange
Street,  Corporation  Trust Center,  in the City of  Wilmington,  County of New Castle.  The name of its registered
agent at such address is The Corporation Trust Company.

THIRD:   The  purpose of the  Corporation  is to engage in any lawful  act or  activity  for which
corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:   The total  number of shares  which the  Corporation  shall  have  authority  to issue is
Forty-One Million  (41,000,000),  consisting of Forty Million (40,000,000) shares of common stock, all of par value
of one cent ($.01)  each,  and One Million  (1,000,000)  shares of  preferred  stock,  all of par value of one cent
($.01) each.

A.     Preferred Stock

1.        The preferred stock of
the Corporation may be issued from time to time in one or more series of any
number of shares, provided that the aggregate number of shares issued and not
cancelled in any and all such series shall not exceed the total number of shares
of preferred stock hereinabove authorized.

1

2.        Authority is hereby
vested in the Board of Directors from time to time to authorize the issuance of
one or more series of preferred stock and, in connection with the creation of
such series, to fix by resolution or resolutions providing for the issuance of
shares thereof the characteristics of each such series including, without
limitation, the following:

| | (a)     
the maximum number of shares to constitute such series, which may subsequently
be increased or decreased (but not below the number of shares of that series
then outstanding) by resolution of the Board of Directors, the distinctive
designation thereof and the stated value thereof if different than the par value
thereof;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)     
whether the shares of such series shall have voting powers, full or limited,
together with any other series of preferred stock or common stock, or as a
separate class, or no voting powers, and if any, the terms of such voting
powers;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)     
the dividend rate, if any, on the shares of such series, the conditions and
dates upon which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any other class or
classes or on any other series of capital stock and whether such dividend shall
be cumulative or noncumulative;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)     
whether the shares of such series shall be subject to redemption by the
Corporation, and, if made subject to redemption, the times, prices and other
terms, limitations, restrictions or conditions of such redemption;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)     
the relative amounts, and the relative rights or preference, if any, of payment
in respect of shares of such series, which the holders of shares of such series
shall be entitled to receive upon the liquidation, dissolution or winding-up of
the Corporation;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)     
whether or not the shares of such series shall be subject to the operation of a
retirement or sinking fund and, if so, the extent to and manner in which any
such retirement or sinking fund shall be applied to the purchase or redemption
of the shares of such series for retirement or to other corporation purposes and
the terms and provisions relative to the operation thereof;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)     
whether or not the shares of such series shall be convertible into, or
exchangeable for, shares of any other class, classes or series, or other
securities, whether or not issued by the Corporation, and if so convertible or
exchangeable, the price or prices or the rate or rates of conversion or exchange
and the method, if any, of adjusting same;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2

| | (h)     
the limitations and restrictions, if any, to be effective while any shares of
such series are outstanding upon the payment of dividends or the making of other
distributions on, and upon the purchase, redemption or other acquisition by the
Corporation of, the Common Stock (as defined below) or any other class or
classes of stock of the Corporation ranking junior to the shares of such series
either as to dividends or upon liquidation, dissolution or winding-up;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)     
the conditions or restrictions, if any, upon the creation of indebtedness of the
Corporation or upon the issuance of any additional stock (including additional
shares of such series or of any other series or of any other class) ranking on a
parity with or prior to the shares of such series as to dividends or
distributions of assets upon liquidation, dissolution or winding-up; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)     
any other preference and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, as shall
not be inconsistent with law, this Article Fourth or any resolution of the Board
of Directors pursuant hereto.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B.     Common Stock

1.     The common stock of the
Corporation may be issued from time to time in any number of shares, provided
that the aggregate number of shares issued and not cancelled shall not exceed
the total number of shares of common stock hereinabove authorized (Common
Stock).

2.     Unless expressly
provided by the Board of Directors of the Corporation in fixing the voting
rights of any series of Preferred Stock, the holders of the outstanding shares
of Common Stock shall exclusively possess all voting power for the election of
directors and for all other purposes, each holder of record of shares of Common
Stock being entitled to one vote for each share of such stock standing in his
name on the books of the Corporation.

3.     Subject to the prior
rights of the holders of Preferred Stock no or hereafter granted pursuant to
Article Fourth, the holders of Common Stock shall be entitled to receive, when
and as declared by the Board of Directors, out of funds legally available for
that purpose, dividends payable either in cash, stock or otherwise.

4.     In the event of any
liquidation, dissolution or winding-up of the Corporation, either voluntary or
involuntary, after payment shall be made in full to the holders of Preferred
Stock or any amounts to which they may be entitled, the holders of Common stock
shall be entitled to the exclusion of the holders of Preferred Stock of any and
all series to share, ratably according to the number of shares of Common Stock
held by them, in all remaining assets of the Corporation available for
distribution to its stockholders.

3

FIFTH:   The name and mailing address of the sole incorporator is as follows:

| | Name            | Mailing Address                                                                                                                                                                      
| | --------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Robert B. Smith | Wilson & Smith
                                                            25 Kingston Street
                                                            Boston, Massachusetts 02111

SIXTH:   The Corporation is to have perpetual existence.

SEVENTH:   The  private  property of the  stockholders  shall not be subject to the payment of the
Corporation's debts to any extent whatever.

EIGHTH:   The  following  provisions  are inserted for the  management of the business and for the
conduct of the affairs of the  Corporation  and for defining and regulating the powers of the  Corporation  and its
directors  and  stockholders  and are in  furtherance  and not in  limitation  of the  powers  conferred  upon  the
Corporation by statute:

A.      1.      The business
and affairs of the Corporation shall be managed by or under the direction of a
Board of Directors consisting of such number of directors as is determined from
time to time by resolution adopted by affirmative vote of a majority of the
entire Board of Directors; provided, however, that in no event shall the number
of directors be less than three. The directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class
shall consist, as nearly as may be possible, of one-third (1/3) of the total
number of directors constituting the entire Board of Directors. By unanimous
written consent of the Board of Directors, the initial classes shall be elected
as follows: Class I directors shall be elected for a one-year term,
Class II directors for a two-year term and Class III directors for a
three-year term. At each succeeding annual meeting of stockholders, successors
to the class of directors whose terms expires at that annual meeting shall be
elected for three-year terms. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible, and any
additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. A director shall hold
office until the annual meeting for the year in which his or her term expires
and until his or her successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office. Except as otherwise required by law, any vacancy on the Board of
Directors that results from an increase in the number of directors and any other
vacancy occurring in the Board of Directors shall be filled by a majority of the
directors then in office, even if less than a quorum, or by a sole remaining
director. Any director elected to fill a vacancy not resulting from an increase
in the number of directors shall have the same remaining term as that of his or
her predecessor.

4

2.      Any director, or the
entire Board of Directors, may be removed from office only for cause and only by
the affirmative vote of not less than two-thirds (2/3) of the votes entitled to
be cast by the holders of all of the then outstanding shares of Voting Stock (as
defined in Article Tenth, Section C), voting together as one class; provided,
however, that if a proposal to remove a director is made by or on behalf of an
Interested Person (as defined in Article Tenth, Section C) or a director who is
not an Independent Director (as defined in Article Tenth, Section C) or a
director who is not an Independent Director (as defined in Article Tenth,
Section C), then such removal shall also require the affirmative vote of not
less than a majority of the votes entitled to be cast by the holders of all of
the then outstanding shares of Voting Stock, voting together as one class,
excluding Voting Stock beneficially owned by such Interested Person.

3.      Notwithstanding the
foregoing, whenever the holders of any one or more classes or series of stock
issued by the Corporation shall have the right, voting separately by class or
series, to elect directors, the election, term of office, filing of vacancies
and other features of such directorships shall be governed by the terms of this
Amended and Restated Certificate of Incorporation applicable thereto, as
amended, and such directors so elected shall not be divided into classes
pursuant to Article Ninth, Section A unless expressly provided by such terms.

B.     In  furtherance  and not  limitation  of the  powers  conferred  by  statute,  the Board of  Directors  is
expressly authorized:

1.      To make, alter, amend or
repeal the By-Laws of the Corporation. The holders of shares of Voting Stock
shall, to the extent such power is at the time conferred on them by applicable
law, also have the power to make, alter, amend or repeal the By-Laws of the
Corporation, provided that any proposal by or on behalf of an Interested Person
or a director who is not an Independent Director to make, alter, amend or repeal
the By-Laws shall require approval by the affirmative vote described in Article
Tenth, Section A, unless either (a) such action has been approved by a
majority of the Board of Directors prior to such Interested Person first
becoming an Interested Person; or (b) prior to such Interested Person first
becoming an Interested Person, a majority of the Board of Directors has approved
such Interested Person becoming an Interested Person and, subsequently a
majority of the Independent Directors has approved such action.

2.      To set apart out of any
of the funds of the Corporation available for dividends a reserve or reserves
for any proper purpose and to abolish any such reserve in the manner in which it
was created.

3.     By a majority of the
whole Board of Directors, to designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. The By-Laws may provide that in the absence or disqualification
of a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
or in the By-Laws of the Corporation, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors as provided in Article Fourth hereof, fix the designations and any
of the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporations property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-Laws of the Corporation; and,
unless the resolution or By-Laws expressly so provide, no such committee shall
have the power or authority to declare a dividend, to authorize the issuance of
stock or to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law of the State of Delaware.

5

4.     When and as authorized
by the stockholders in accordance with statute, to sell, lease or exchange all
or substantially all of the property and assets of the Corporation, including
its goodwill and its corporate franchises, upon such terms and conditions and
for such consideration, which may consist in whole or in part of money or
property including shares of stock in, and/or other securities of, any other
corporation or corporations, as the Board of Directors shall deem expedient and
for the best interests of the Corporation.

5.      To the full extent
permitted or not prohibited by law, and without the consent of or other action
by the stockholders, to authorize or create mortgages, pledges or other liens or
encumbrances upon any or all of the assets, real, personal or mixed, and
franchises of the Corporation, including after-acquired property, and to
exercise all of the powers of the Corporation in connection therewith.

C.     In addition to any other
considerations which the Board of Directors may lawfully take into account, in
determining whether to take or to refrain from taking corporate action on any
matter, including proposing any matter to the stockholders of the Corporation,
the Board of Directors may take into account the long-term as well as the
short-term interests of the Corporation and its stockholders (including the
possibility that these interests may be best served by the continued
independence of the Corporation), customers, employees and other constituencies
of the Corporation and its subsidiaries, including the effect upon communities
in which the Corporation and its subsidiaries do business. In so evaluating any
such determination, the Board of Directors shall be deemed to be performing
their duties and acting in good faith and in the best interests of the
Corporation within the meaning of Section 145 of the General Corporation Law of
the State of Delaware, or any successor provision.

6

D.     Subject to the rights of
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, dissolution or winding-up,
nominations for the election of directors may be made by the Board of Directors
or by any stockholder entitled to vote in the election of directors generally.
However, any stockholder entitled to vote in the election of directors generally
may nominate one or more persons for election as directors at an annual meeting
only pursuant to the Corporations notice of such meeting or if written
notice of such stockholders intent to make such nomination or nominations
has been received by the Secretary of the Corporation not less than sixty nor
more than ninety days prior to the first anniversary of the preceding
years annual meeting; provided, however, that in the event that the date
of the annual meeting is advanced by more than thirty (30) days or delayed by
more than sixty (60) days from such anniversary, notice by the stockholder to be
timely must be so received not earlier than the ninetieth day prior to such
annual meeting and not later than the close of business on the later of
(1) the sixtieth day prior to such annual meeting; or (2) the tenth
day following the day on which notice of the day of the annual meeting was
mailed or public disclosure thereof was made by the Corporation, whichever first
occurs. For purposes of calculating the first such notice period following
adoption of this Amended and Restated Certificate of Incorporation, the first
anniversary of the 1997 annual meeting shall be deemed to be the last day of the
twelfth month following the consummation of the initial public offering of the
Corporations Common Stock. Each such notice shall set forth: (a) the
name and address of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description
of all arrangements or understandings between the stockholder and each nominee
and any other person or persons (naming such person or persons) relating to the
nomination or nominations; (d) the class and number of shares of the
Corporation which are beneficially owned by such stockholder and the person to
be nominated as of the date of such stockholders notice and by any other
stockholders known by such stockholder to be supporting such nominees as of the
date of such stockholders notice; (e) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (f) consent of each nominee to
serve as a director of the Corporation if so elected.

In addition,  in the event the Corporation  calls a special meeting of stockholders  for
the purpose of electing one
or more directors, any stockholder entitled to vote in the election of directors
generally may nominate one or more persons for election as directors at a
special meeting only pursuant to the Corporations notice of meeting or if
written notice of such stockholders intent to make such nomination or
nominations, setting forth the information and complying with the form described
in the immediately preceding paragraph, has been received by the Secretary of
the Corporation not earlier than the ninetieth day prior to such special meeting
and not later than the close of business on the later of (i) the sixtieth
day prior to such meeting; or (ii) the tenth day following the day on which
notice of the date of the special meeting was mailed or public disclosure
thereof was made by the Corporation, whichever comes first.

7

No  person  shall be  eligible  for  election  as  director  of the  Corporation  unless
nominated in accordance
with the procedures set forth in Article Eight, Section D. The presiding officer
of the meeting shall, if the facts warrant, determine and declare to the meeting
that nomination was not made in accordance with the procedures prescribed by
Article Eighth, Section D, and if he or she should so determine, the defective
nomination shall be disregarded.

Elections  of  Directors  need  not be by  written  ballot  unless  the  By-Laws  of the
Corporation shall so provide.

NINTH:

A.     Meetings of the
stockholders may be held within or without the State of Delaware, as the By-Laws
may provide. Commencing with the date of the consummation of the initial public
offering of the Corporations Common Stock, any action required or
permitted to be taken by the stockholders of the Corporation must be effected at
a duly called annual or special meeting of such stockholders and may not be
effected by a consent in writing by any such holders. Subject to the rights of
holders of any class or series of stock having preference over the Common Stock
as to dividends or upon liquidation, dissolution or winding-up, special meetings
of the stockholders of the Corporation may be called only by the holders of a
majority of the outstanding shares of Common Stock or by a majority of the Board
of Directors.

Except as  otherwise  required by law or by this  Amended and  Restated  Certificate  of
Incorporation, the holders
of not less than a majority in voting power of the shares entitled to vote at
any meeting of stockholders; present in person or by proxy, shall constitute a
quorum, and the act of the holders of a majority in voting power of the shares
present in person or by proxy and entitled to vote on the subject matter shall
be deemed the act of the stockholders. If a quorum shall fail to attend any
meeting, the presiding officer may adjourn the meeting to another place, date or
time. If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
one-third (1/3) in voting power of the shares entitled to vote thereat
constituting a quorum, then except as otherwise required by law, one-third (1/3)
in voting power of the shares entitled to vote at such adjourned meeting,
present in person or by proxy, shall constitute a quorum, and, except as
otherwise required by law or this Amended and Restated Certificate of
Incorporation, all matters shall be determined by the holders of a majority in
voting power of the shares present in person or by proxy and entitled to vote on
the subject matter.

8

B.     At any meeting of
the stockholders, only such business shall be conducted as shall have been
properly brought before such meeting. To be properly brought before an annual
meeting, business must be (1) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors;
(2) otherwise properly brought before the meeting by or at the direction of
the Board of Directors; or (3) otherwise properly brought before the
meeting by a stockholder. For business to be properly brought before an annual
meeting by a stockholder, the stockholders must have given timely notice thereof
in writing to the Secretary of the Corporation. To be timely, a
stockholders notice must be received not less than sixty (60) days nor
more than ninety days prior to the first anniversary of the preceding
years annual meeting; provided, however, that in the event that the date
of the annual meeting is advanced by more than thirty (30) days or delayed by
more than sixty (60) days from such anniversary, notice by the stockholder to be
timely must be so received not earlier than the ninetieth day prior to such
annual meeting and not later than the close of business on the later of
(1) the sixtieth day prior to such annual meeting; or (2) the tenth
day following the date on which notice of the date of the annual meeting was
mailed or public disclosure thereof was made, whichever first occurs. For
purposes of calculating the first such notice period following adoption of this
Amended and Restated Certificate of Incorporation, the first anniversary of the
1997 annual meeting shall be deemed to be the last day of the twelfth month
following the consummation of the initial public offering of the
Corporations Common Stock. Each such notice shall set forth as to each
matter the stockholder proposes to bring before the annual meeting: (a) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the meeting;
(b) the name and address, as they appear on the Corporations books,
of the stockholder proposing such business; (c) the class, series and
number of shares of the Corporation which are beneficially owned by the
stockholder; and (d) and material interest of the stockholder in such
business. To be properly brought before a special meeting (or any supplement
thereto) given by or at the direction of the Board of Directors.

No business shall be conducted at any meeting of the  stockholders  except in accordance
with the procedures set
forth in Article Ninth, Section B. The presiding officer of the meeting shall,
if the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
Article Ninth, Section B, and if he or she should so determine, any such
business not properly brought before the meeting shall not be transacted.
Nothing herein shall be deemed to affect the Corporations proxy statement
pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the
Exchange Act) and Rule 14a-8 thereunder.

The  books of the  Corporation  may be kept  outside  of the State of  Delaware  at such
place or places as may be
designated from time to time by the Board of Directors or in the By-Laws of the
Corporation.

TENTH:

A.     In addition to any
affirmative vote required by law or this Amended and Restated Certificate of
Incorporation or the Amended and Restated By-Laws of the Corporation, and except
as otherwise expressly provided in Section B of Article Tenth, a Business
Transaction (as hereinafter defined) with, or proposed by or on behalf of, any
Interested Person (as hereinafter defined) or any Affiliate (as hereinafter
defined) of any Interested Person or any person who thereafter would be an
Affiliate of such Interested Person shall require approval by the affirmative
vote of not less than two-thirds (2/3) of the votes entitled to be cast by
holders of all the then outstanding Voting Stock, voting together as one class,
excluding Voting Stock beneficially owned by such Interested Person. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law or in any
agreement with any national securities exchange or otherwise.

9

B.     The provisions of
Article Tenth, Section A, shall not be applicable to any particular Business
Transaction, and such Business Transaction shall require only such affirmative
vote, if any, as is required by law or by any other provision of this Amended
and Restated Certificate of Incorporation or the Amended and Restated By-Laws of
the Corporation, or any agreement with any national securities exchange, if
either (1) the Business Transaction shall have been approved by a majority
of the Board of Directors prior to such Interested Person first becoming an
Interested Person or (2) prior to such Interested Person first becoming an
Interested Person, a majority of he Board of Directors shall have approved such
Interested Person becoming an Interested Person and, subsequently, a majority of
the Independent Directors (as hereinafter defined) shall have approved the
Business Transaction.

C.     The following definitions shall apply with respect to Article Tenth.

1.      The term
Affiliate shall mean a person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, a specified person.

2.      A person shall be a
beneficial owner of any Capital Stock (a) which such person or
any of its Affiliates beneficially owns, directly or indirectly;
(b) which such person or any of its Affiliates has, directly or indirectly,
(i) the right to acquire (whether such right is exercisable immediately or
subject only to the passage of time or the occurrence of one or more events),
pursuant to any agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise, or
(ii) the right to vote pursuant to any agreement, arrangement or
understanding; provided, however, that a person shall not be deemed the
beneficial owner of any security if the agreement, arrangement or understanding
to vote such security arises solely from a revocable proxy or consent
solicitation made pursuant to and in accordance with the Exchange Act, and is
not also then reportable on Schedule 13D under the Exchange Act (or a comparable
or successor report); or (c) which is beneficially owned, directly or
indirectly, by any other person with which such person or any of its Affiliates
has any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Capital Stock (except to the
extent permitted by the proviso of clause (b)(ii) above). For the purposes of
determining whether a person is an Interested Person pursuant to paragraph (7)
of this Section C, the number of shares of Capital Stock deemed to be
outstanding shall include shares deemed beneficially owned by such person
through application of this paragraph (2) of Section C, but shall not include
any other shares of Capital Stock that may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

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3.      The term Business
Transaction shall mean any of the following transactions when entered into
by the Corporation or a subsidiary of the Corporation with, or upon a proposal
by or on behalf of, any Interested Person or any Affiliate of any Interested
Person:

| | (a)     
any merger or consolidation of the Corporation or any subsidiary with
(i) any Interested Person or (ii) any other corporation which is, or
after such merger or consolidation would be, an Affiliate of an Interested
Person;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)     
any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in
one transaction or a series of transactions), except proportionately as a
stockholder of the Corporation, to or with the Interested Person of assets of
the Corporation (other than Capital Stock (as hereinafter defined)) or of any
subsidiary of the Corporation which assets have an aggregate market value equal
to ten percent (10%) or more of the aggregate market value of all the
outstanding stock of the Corporation;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)     
any transaction that results in the issuance of shares or the transfer of
treasury shares by the Corporation or by any subsidiary of the Corporation of
any Capital Stock or any capital stock of such subsidiary to the Interested
Person, except (i) pursuant to the exercise, exchange or conversion of
securities exercisable for, exchangeable for or convertible into stock of the
Corporation or any such subsidiary which securities were outstanding prior to
the time that the Interested Person became such, (ii) pursuant to a
dividend or distribution paid or made, or the exercise, exchange or conversion
of securities exercisable for, exchangeable for or convertible into stock of the
Corporation or any such subsidiary which security is distributed, pro rata to
all holders of a class or series of stock of the Corporation subsequent to the
time the Interested Person became such, (iii) pursuant to an exchange offer
by the Corporation to purchase stock made on the same terms to all holders of
said stock, (iv) any issuance of shares or transfer of treasury shares of
Capital Stock by the Corporation, provided, however, that in the case of each of
clauses (ii) through (iv) above there shall be no increase of more than one
percent (1%) in the Interested Persons proportionate share of the Capital
Stock of any class or series or of the Voting Stock or (v) pursuant to a
public offering or private placement by the Corporation to an Institutional
Investor;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)     
any reclassification of securities, recapitalization or other transaction
involving the Corporation or any subsidiary of the Corporation which has the
effect, directly or indirectly, of (i) increasing the proportionate share
of the stock of any class or series, or securities convertible into the stock of
any class or series, of the Corporation or of any such subsidiary which is owned
by the Interested Person, except as a result of immaterial changes due to
fractional share adjustments or as a result of any purchase or redemption of any
shares of stock not caused, directly or indirectly, by the Interested Person or
(ii) increasing the voting power, whether or not then exercisable, of an
Interested Person in any class or series of stock of the Corporation or any
subsidiary of the Corporation;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (e)     the  adoption of any plan or  proposal  by or on behalf of an  Interested  Person for the  liquidation  or
                  dissolution of the Corporation; or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)     
any receipt by the Interested Person of the benefit, directly or indirectly
(except proportionately as a stockholder of the Corporation), of any loans,
advances, guarantees, pledges, tax benefits or other financial benefits (other
than those expressly permitted in subparagraphs (a) through (e) above) provided
by or through the Corporation or any subsidiary.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.     The term Capital
Stock shall mean all capital stock of the Corporation authorized to be
issued from time to time under Article Fourth of this Amended and Restated
Certificate of Incorporation.

5.     The term
Independent Directors shall mean the members of the Board of
Directors who are not Affiliates or representatives of, or associated with, an
Interested Person and who were either directors of the Corporation prior to any
person becoming an Interested Person or were recommended for election or elected
to succeed such directors by a vote which includes the affirmative vote of a
majority of the Independent Directors.

6.     The term
Institutional Investor shall mean a person that (a) has
acquired, or will acquire, all of its securities of the Corporation in the
ordinary course of its business and not with the purpose nor with the effect of
changing or influencing the control of the Corporation, nor in connection with
or as a participant in any transaction having such purpose or effect, including
any transaction subject to Section 13 of the Exchange Act and Rule 13d-3(b)
thereunder, and (b) is a registered broker dealer; a bank as defined in
Section 3(a)(6) of the Exchange Act; an insurance company as defined in, or an
investment company registered under, the Investment Company Act of 1940; an
investment advisor registered under the Investment Advisors Act of 1940; an
employee benefit plan or pension fund subject to the Employee Retirement Income
Security Act of 1974 or an endowment fund; a patent holding company, provided
that the aggregate amount held directly by the parent and directly and
indirectly by its subsidiaries which are not persons specified in the foregoing
subclauses of this clause (b) does not exceed one percent (1%) of the
securities of the subject class; or a group, provided that all the members are
persons specified in the foregoing subclauses of this clause (b).

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7.     The term
Interested Person shall mean any person (other than the Corporation,
any subsidiary, any Permitted Holder, any profit-sharing, employee stock
ownership or other employee benefit plan of the Corporation or any subsidiary or
any trustee of or fiduciary with respect to any such plan when acting in such
capacity) who (a) is the beneficial owner of Voting Stock representing ten
percent (10%) or more of the votes entitled to be cast by the holders of all of
the then outstanding shares of Voting Stock; (b) has stated in a filing
with any governmental agency or press release or otherwise publicly disclosed a
plan or intention to become or consider becoming the beneficial owner of Voting
Stock representing ten percent (10%) or more of the votes entitled to be cast by
the holders of all then outstanding shares of Voting Stock and has not expressly
abandoned such plan, intention or consideration more than two years prior to the
date in question; or (c) is an Affiliate of the Corporation and at any time
within the two-year period immediately prior to the date in question was the
beneficial owner of Voting Stock representing ten percent (10%) or more of the
votes entitled to be cast by holders of all then outstanding shares of Voting
Stock.

8.     The term Permitted
Holder shall mean John H. Spielberger or any trust or nominee account
in which he has effective control or beneficial interest. The term
person shall mean individual, corporation, partnership,
unincorporated association, trust or other entity.

9.     The term "person" shall mean individual,  corporation,  partnership,  unincorporated association, trust or
other entity.

10.     The term "subsidiary"  means any company of which a majority of the voting securities are owned,  directly
or indirectly, by the Corporation.

11.     The term "Voting  Stock" shall mean Capital Stock of any class or series  entitled to vote in the election
of directors generally.

D.     A majority of the
Independent Directors shall have the power and duty to determine, on the basis
of information known to them after reasonable inquiry, for the purposes of
(1) Article Tenth, all questions arising under Article Tenth including,
without limitation (a) whether a person is an Interested Person,
(b) the number of shares of Capital Stock or other securities beneficially
owned by any person; and (c) whether a person is an Affiliate of another;
and (2) this Amended and Restated Certificate of Incorporation, the
question of whether a person is an Interested Person. Any such determination
made in good faith shall be binding and conclusive on all parties.

E.     Nothing  contained  in  Article  Tenth  shall be  construed  to relieve  any  Interested  Person  from any
fiduciary obligation imposed by law.

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ELEVENTH:     
Whenever a compromise  or  arrangement  is proposed  between the  Corporation  and its
creditors  or any class of them and/or  between the  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 the
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 the  Corporation  under the
provisions  of Section 279 of Title 8 of the Delaware  Code order a meeting of the creditors or class of creditors,
and/or of the  stockholders  or class of  stockholders  of the  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 stockholders of the  Corporation,  as the
case may be, agree to any compromise or arrangement and to any  reorganization  of the 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  has been made, be binding on all the creditors or class of
creditors,  and/or on all the  stockholders or class of stockholders,  of the Corporation,  as the case may be, and
also on the Corporation.

TWELFTH:     
The Corporation  shall,  to the fullest extent  permitted by the provisions of § 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 it shall have power to  indemnify  under said  section  from and  against any and all of the
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 to 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 administrators of such a person.

The  Board of  Directors  of the  Corporation  may,  in its  discretion,  authorize  the
Corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liabilities
asserted against him or incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the foregoing paragraph of this
Article Eleventh.

THIRTEENTH:     
No director of the  Corporation  shall be personally  liable to the  Corporation  or
any stockholder of the Corporation for monetary  damages for breach of fiduciary duty as a director,  provided that
this  Article  Thirteenth  shall not  eliminate  or limit the  liability  of a director  (i) for  any 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 a knowing violation of law,  (iii) under Section 174 of Title 8 of the
Delaware  Code,  or (iv) for any  transaction  from which the director  derived an improper  personal  benefit.  No
amendment  to or repeal of this  Article  Thirteenth  shall apply to or have an effect on the  liability or alleged
liability  of any  director  of the  Corporation  for or with  respect to any acts or  omissions  of such  director
occurring prior to the effective date of such amendment or repeal.

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FOURTEENTH:     
The  Corporation  reserves  the  right  to  amend,  alter,  change  or  repeal  any
provisions  contained in this Certificate of Incorporation,  in the manner now or hereafter  prescribed by statute,
and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF,  SysComm  International  Corporation has caused this Certificate to be signed
by John H. Spielberger, President and by Dennis R. Wilson, Secretary, this 21st day of April, 1997.

| | SYSCOMM INTERNATIONAL CORPORATION
| | ---------------------------------

| | By: | \s\ JOHN H. SPIELBERGER       
| | --- | ------------------------------
| |     | JOHN H. SPIELBERGER, President

| | By: | \s\ DENNIS R. WILSON       
| | --- | ---------------------------
| |     | DENNIS R. WILSON, Secretary

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