Exhibit 3.1

# AMENDED AND RESTATED

# CERTIFICATE OF INCORPORATION

# OF

# 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.

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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;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (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.

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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.

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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

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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.

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,

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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.

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

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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.

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.

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

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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

9

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.

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 beneficially
               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

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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.

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
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

| | 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;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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).

7.        
               The term Interested Person shall mean any person (other than the
               Corporation, any subsidiary, any Permitted Holder, any profit-sharing, employee
               stock

12

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.

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

13

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.

14

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