CERTIFICATE OF INCORPORATION

                                       OF

                       ROBOTIC SYSTEMS & TECHNOLOGY, INC.

         FIRST:  The name of the  Corporation  is ROBOTIC  SYSTEMS & TECHNOLOGY,
INC.

         SECOND:  Its  registered  office and place of  business in the State of
Delaware is to be located at 410 South State Street in the City of Dover, County
of Kent. The Registered Agent in charged thereof is XL CORPORATE SERVICES, INC.

         THIRD: The nature of the business and the objects and purposes proposed
to be  transacted,  promoted  and carried on are to do any or all things  herein
mentioned, as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz:

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

         FOURTH:  The  corporation  shall be  authorized  to issue  Two  Hundred
Seventy-Five Million (275,000,000) Shares of $.00001 Par Value.

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

Barbara O. Cramer, 410 South State Street, Dover, Delaware 19901.

         SIXTH: The Directors shall have power to make and to alter or amend the
By-Laws;  to fix the amount to be reserved as working capital,  and to authorize
and cause to be executed,  mortgages  and liens  without limit as to the amount,
upon the property and franchise of this Corporation.

                  With the  consent in  writing,  and  pursuant to a vote of the
holders of a majority of the capital stock issued and outstanding, the Directors
shall have  authority to dispose,  in any manner,  of the whole property of this
corporation.

                  The  By-Laws  shall  determine  whether and to what extent the
account  and  books of this  corporation,  or any of them,  shall be open to the
inspection  of  the  stockholders;  no  stockholder  shall  have  any  right  of
inspecting  any account,  or book,  or document of this  Corporation,  except as
conferred by the law or the By-Laws; or by resolution of the stockholders.

                  The  stockholders and directors shall have power to hold their
meetings and keep the books,  documents and papers of the corporation outside of
the State of Delaware,  at such places as may be, from time to time,  designated
by the By-Laws or by resolution  of the  stockholders  or  directors,  except as
otherwise required by the laws of Delaware.

                  It is the  intention  that the  objects,  purposes  and powers
specified in thc THIRD paragraph hereof shall,  except where otherwise specified
in said paragraph,  be nowise limited or restricted by reference to or inference
from  the  terms  of any  other  clause  or  paragraph  in this  certificate  of
incorporation,  but that the object,  purposes and powers specified in the THIRD
paragraph  and in each of the clauses or  paragraphs  of this  charter  shall be
regarded as independent objects, purposes and powers.

         SEVENTH: The corporation shall, to the full extent permitted by Section
145 of the  Delaware  General  Corporation  Law,  as amended  from time to tine,
indemnify all persons whom it may indemnify pursuant thereto.


         IN WITNESS WHEREOF,  I have hereunto set my hand and seal this 26th day
of October, 1982.


                                              BARBARA O. CRAMER  (SEAL)
                                              ------------------
                                              Barbara O. Cramer