FNIS INTELLECTUAL PROPERTY HOLDINGS, INC.
 CERTIFICATE OF INCORPORATION
 1.
    
    The name of the corporation (the Corporation) is FNIS Intellectual
Property Holdings, Inc.2.
    
    The address of the Corporations registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of the Corporations registered agent at such address is The
Corporation Trust Company.3.
    
    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.4.
    
    The total number of shares which the Corporation shall have authority to issue
is 3,000 shares of common stock, par value $1.00 per share.5.
    
    The name and mailing address of each incorporator is as follows:
 NAME
    
    MAILING ADDRESSMarjorie Nemzura
    
    171 North Clark Street
Chicago, Illinois 60601
 6.
    
    The corporation is to have perpetual existence.7.
    
    In furtherance and not in limitation of the powers conferred by statute, the
board of directors is expressly authorized to make, alter or repeal the bylaws of the
Corporation.8.
    
    Elections of directors need not be by written ballot except and to the extent
provided in the bylaws of the Corporation.
 STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:30 PM 01/04/2002
020006786  3476909
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9.
    
    The Corporation reserves the right to amend, alter, change or
repeal any provision 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.
 10.
    A.
    A director of the Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (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 the General
Corporation Law of the State of Delaware, or (iv) for any transaction
from which the director derived an improper personal benefit. If the
General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the personal liability
of directors, then the liability of a director of the Corporation shall
be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware as so amended. Any repeal or
modification of this Section (A) by the stockholders of the Corporation
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
 B.
    (1)
    Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a proceeding), by reason of the fact that he or she or a
person of whom he or she is the legal representative is or was a
director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall
be indemnified and held harmless by the Corporation to the fullest
extent authorized by the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment),
against all expenses, liability and loss (including attorneys fees,
judgments, fines, ERISA excise
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taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith
and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided,
however, that except as provided in subsection (2) of this Section (B)
with respect to proceedings seeking to enforce rights to
indemnification, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Section (B) shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however,that if the
General Corporation Law of the State of Delaware requires, the payment
of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit
plan) in advance of the final disposition of a proceeding shall be
made only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer to repay all amounts so advanced if
it shall ultimately be determined that such director or officer is not
entitled to be indemnified under this Section (B) or otherwise.(2)
    If a claim under subsection (1) of this Section
(B) is not paid in full by the Corporation within thirty days after
a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole
or in part, the claimant shall be entitled to be paid also the
expense of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the General
Corporation Law of the State of Delaware for the Corporation to
indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither
the failure of the Corporation (including its Board of Directors,
independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set
forth in the General Corporation Law of the State of Delaware, nor
an actual determination by the Corporation (including its Board of
Directors, independent legal counsel or
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stockholders) that the claimant has not met such applicable
standards of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the
applicable standard of conduct.(3)
    The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section (B) shall not be
exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the
Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.(4)
    The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability, loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware.(5)
    The Corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid
by the Corporation the expenses incurred in defending any proceeding in
advance of its final disposition, to any employee or agent of the Corporation to
the fullest extent of the provisions of this Section (B) with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation
  /s/ Marjorie NemzuraMarjorie Nemzura 4