SECRETARY OF DELEWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 08/15/1991
                                                       761227043 - 2271209

                          CERTIFICATE OF INCORPORATION
                                       OF
                           Sims  Communications   Inc.

     FIRST: The name of this corporation is Sims Communications Inc.

     SECOND: Its registered office in the state of Delaware is to be located at
725 Market Street, Wilmington DE 19801, New Castle County. The registered agent
in charge thereof is The Company Corporation, address "same as above".

     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 the 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 corporations may be organized under the General Corporation Law of
Delaware.

     FOURTH: The amount of the total authorized capital stock of this
corporation is 1500 shares of No par value.
               ----           --

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

     Madeline Miller 725 Market Street, Wilmington DE 19801

     SIXTH: The powers of the incorporator are to terminate upon filing of the
certificate of incorporation, and the name(s)and mailing address(es) of persons
who are to serve as director(s) until the first annual meeting of stockholders
and their successors are elected and qualified are as follows:

     Donald M. Harks, 6610 Via Regina, Boca Raton, FL 33433

     SEVENTH: 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 the 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
the authority to dispose, in any manner, of the whole property of this
corporation.
     The By-Laws shall determine whether and to what extent the accounts and
books of this corporation, or any of them shall be open to the inspection of the
stockholders; and 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 the
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,
that the objects, purposes and powers specified in paragraph and in each of the
clauses or paragraphs of this charter shall be regarded as independent objects,
powers.

     EIGHTH: Directors of the corporation shall not be liable to either
corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves (1) a director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3)
liability for unlawful payments of dividends or unlawful stock purchase or
redemption corporation; or (4) a transaction from which the director derived an
improper personal benefit.

     I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws
of the State of Delaware, do make, file and record this Certificate and do
certify that the facts herein are true and I have accordingly hereunto set my
hand.

DATED 8/15/91
                                           /s/  Madeline Miller
                                           ---------------------------


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