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                                                                     Exhibit 3.1


                                 [LETTERHEAD]



       STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
       OFFICE OF THE SECRETARY OF STATE

       JAMES R. LANGEVIN, SECRETARY OF STATE


                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF

                                NETWORK SIX, INC.

       I, JAMES R. LANGEVIN, Secretary of State of the State of Rhode Island and
Providence Plantations, hereby certify that duplicate originals of Restated
Articles of Incorporation of

                                NETWORK SIX, INC.

duly signed and verified pursuant to the provisions of Chapter 7-1.1 of the
General Laws, 1956, as amended, have been received in this office and are found
to conform to law. The affixed is a duplicate original of the Restated Articles
of Incorporation.

                                 WITNESS my hand and the seal of the State of
                                 Rhode Island and Providence Plantations this
                                 23rd day of May, 2000.

                                           /s/ JAMES R. LANGEVIN
                                 ----------------------------------------------
                                              Secretary of State

                                 By       /s/ CATHRYN J. VILLANIS
                                   --------------------------------------------


                                    [SEAL]



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Filing Fee:  $70.00                                        ID Number:  14853
                                                                     ----------

                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                        Office of the Secretary of State
                              Corporations Division
                              100 North Main Street
                       Providence, Rhode Island 02903-1335

                              BUSINESS CORPORATION

                                   ----------

                       RESTATED ARTICLES OF INCORPORATION

Pursuant to the provisions of Section 7-1.1-59 of the General Laws, 1956, as
amended, the undersigned corporation adopts the following Restated Articles of
Incorporation:

1.   The name of the corporation is NETWORK SIX, INC.
                                    -------------------------------------------

2.   The period of its duration is (if perpetual, so state) PERPETUAL
                                                           --------------------

3.   The specific purpose or purposes which the corporation is authorized to
     pursue are:

     MANAGEMENT CONSULTING AND ANY OTHER LAWFUL ACT OR ACTIVITY FOR WHICH
     CORPORATIONS MAY BE ORGANIZED UNDER THE RHODE ISLAND BUSINESS CORPORATION
     LAW, SPECIFICALLY CONSULTING WITH REFERENCE TO ELECTRONIC FUNDS TRANSFER.

4.   The aggregate number of shares which the corporation has authority to issue
     is:
                                 See attachment.



                                     FILED
                                 May 23, 2000


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                              ATTACHMENT TO ITEM 4.


            (a)    If only one class: Total number of shares

                                       or

            (b)    If more than one class: Total number of shares 4,857,142.86.
                                                                  -------------

       The total authorized capital stock of this corporation is Four Million
Eight Hundred Fifty Seven Thousand One Hundred Forty Two and 86/100
(4,857,142.86) shares, of which Four Million (4,000,000) shares shall be Common
Stock (hereinafter called the "Common Stock") with ten cent ($.10) par value per
shares, and of which Eight Hundred Fifty Seven Thousand One Hundred Forty Two
and 86/100 (857,142.86) shares shall be Series A Convertible Preferred Stock
(hereinafter called the "Preferred Stock") of the par value of Three Dollars and
Fifty Cents ($3.50) per share.

       The Preferred and Common Stock herein authorized may be issued from time
to time in such amounts and proportions and, subject to the provisions of this
Article FOURTH of these Articles of Incorporation, under such conditions and on
such terms and for such purposes and at such prices as shall be determined by
the Board of Directors of said corporation and as may be permitted by law.

         The Preferred and Common Stock shall have the following respective
rights, preferences, voting powers, restrictions and qualifications:

                      SERIES A CONVERTIBLE PREFERRED STOCK

                         See Exhibit A attached hereto.

                                  COMMON STOCK

       1. DIVIDENDS. After full dividends shall have been paid to or set apart
for the holders of the Preferred Stock, then out of any funds lawfully available
therefore dividends may be paid on the Common Stock if, when and as declared by
the Board of Directors in its discretion.

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       2. DISTRIBUTION OF ASSETS. In the event of any liquidations, dissolution
or winding up of the corporation, or, any reduction of its capital resulting in
a distribution of its assets to its shareholders, after there shall have been
paid to or set apart for the holders of the Preferred Stock the full amounts to
which they are entitled under the provisions of this Article FOURTH, the holders
of the Common Stock shall be entitled to receive as a class, pro rata, the
remaining assets of the corporation available for distribution to its
shareholders.

       3. VOTING RIGHTS. At all meetings of the stockholders of the corporation,
the holders of the Common Stock shall be entitled to one vote for each share of
Common Stock held by them.

                                       2

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                                    EXHIBIT A

                             NETWORK SOLUTIONS, INC.

                     STATEMENT OF RIGHTS AND PREFERENCES OF
                      SERIES A CONVERTIBLE PREFERRED STOCK


       Section 1. DESIGNATION AND NUMBER IN SERIES.

The stock shall be designated "Series A Convertible Preferred Stock"
(hereinafter called the "Preferred Stock"), and the number of shares
constituting such series shall be 857,142.86, having a par value of $3.50 per
share.


       Section 2. DIVIDENDS. Until September 30, 1997, the holders of shares of
Preferred Stock shall be entitled to received dividends at the rate of $.2625
per annum per share of Preferred Stock outstanding, payable quarterly in arrears
on each March 31, June 30, September 30 and December 31, commencing on December
31, 1992, unless such date is not a business day, in which event on the next
business day, to the holders of record on such dates thirty (30) days preceding
the payment date thereof. Effective October 1, 1997 the dividend, which the
holders of Preferred Stock are entitled to receive will be calculated based upon
the application of a floating dividend rate to the par value per share of the
Preferred Stock. The quarterly dividend rate to be applied to the Preferred
Stock on and after October 1, 1997 shall be determined on each January 1, April
1, July 1 and October 1 thereafter (the "Dividend Determination Dates") and
shall be five percent (5%) higher than the prime rate of interest published in

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the Wall Street Journal on the Dividend Determination Date or, if the Dividend
Determination Date is not a business day, on the business day nearest to the
Dividend Determination Date. The dividend for the subsequent calendar quarter
for each share of Preferred Stock will be equal to the par value of each share
multiplied by the dividend rate determined on the Dividend Determination Date
with the result then being divided by four (4). Such dividends shall accrue from
day to day, whether or not earned or declared, and shall be payable in cash.
Such dividends shall be payable before any dividends shall be declared or paid
upon or set aside for any of the Common Stock, par value $.10 per share, of the
Company (the "Common Stock") or any other series or class of capital stock
ranking, as to dividends, junior to the Preferred Stock and shall be cumulative,
so that if for any quarter or quarters the full amount of such dividends shall
not have been paid thereon or declared and set apart therefore, the amount of
the deficiency shall be fully paid or declared and set apart for payment, but
without any interest, before any distribution, whether by way of dividend or
otherwise, shall be declared or paid upon or set apart for any of the Common
Stock or any other series or class of capital stock ranking, as to dividends,
junior to the Preferred Stock.

       Section 3. VOTING RIGHTS. (a) The holders of Preferred Stock shall be
entitled to vote with the holders of Common Stock, as a class, on all matters
upon which the holders of Common Stock have the right to vote and with respect
to such

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vote, such holders shall have full voting rights and powers equal to the voting
rights and powers of the holders of Common Stock and shall be entitled to notice
of stockholders' meetings in accordance with the By-laws of the Company. As long
as there shall be 238,071 or more shares of Preferred Stock outstanding, the
holders of Preferred Stock shall also vote as a separate class as provided by
Subsections (b), (c) and (d) of this Section 3; PROVIDED, HOWEVER, nothing
contained herein shall extinguish or otherwise affect or diminish any right
conferred by law on the holders of Preferred Stock to vote as a class on any
matter. For any vote in which the holders of Preferred Stock are voting together
with the holders of Common Stock as a class, the holder of each share of
Preferred Stock shall have the right to one (1) vote for each share of Common
Stock into which such share of Preferred Stock could then be converted (with any
fractional share determined on an aggregate conversion basis being rounded to
the nearest whole share). For any vote in which the holders of Preferred Stock
are voting as a separate class, the holder of each share of Preferred Stock
shall have the right to one (1) vote for each share of Preferred Stock.

            (b) Notwithstanding anything to the contrary contained herein, the
affirmative vote of the holders of at least a majority of the issued and
outstanding shares of Preferred Stock, voting as a separate class, shall be
required for:

                   (i) the authorization or issuance of any class or series of
       equity securities (including additional

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       shares of Preferred Stock) having equal or superior rights as to payment
       of dividends or payment upon liquidation, dissolution or winding up of
       the Company or any class of equity securities or debt securities
       convertible into or exchangeable for any other class of equity securities
       or any class of equity securities, as the case may be;

                   (ii) the Company to engage in any transaction which would
       materially impair or reduce the rights of the holders of Preferred Stock;

                   (iii) any declaration, setting aside or payment of any
       dividend or other distribution with respect to any shares of any class of
       capital stock of the Company, except cash dividends paid out of earned
       surplus of the Company after written notice to the holders of Preferred
       Stock at least thirty (30) days prior to the record date with respect to
       such cash dividend;

                   (iv) any increase or decrease in the size of the Board of
       Directors of the Company except as otherwise provided in Section 3(d)
       hereof; or

                   (v) the issuance of any common stock of the Company, or
       options to purchase or rights to subscribe for any such common stock of
       the Company, to officers, employees or directors of, or consultants to,
       the Company, if such common stock, and/or common stock of the Company
       issuable pursuant to such options or rights, when added to common stock
       of the Company, including common stock of the Company

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       issuable pursuant to currently outstanding options and rights, currently
       issued to such officers, employees, directors or consultants, would
       exceed ten percent (10%) of all the issued and outstanding shares of
       common stock of the Company, after giving effect to such issuance.

            c. In all elections of directors of the Company, the holders of
Preferred Stock, voting as a separate class, shall be entitled to elect one (1)
director and the holders of Preferred Stock shall be entitled to vote as a
separate class on the removal, with or without cause, of any director elected by
the holders of preferred Stock pursuant to this Subsection (c). Any vacancy in
the office of a director elected by the holders of Preferred Stock pursuant to
this Subsection (c) shall be filled by a vote of such holders, voting as a
separate class.

            d. Notwithstanding anything to the contrary contained herein, in the
event that three (3) quarterly dividend payments on the Preferred Stock shall be
in arrears in whole or in part, the holders of Preferred Stock, voting as a
separate class, shall be entitled to elect two (2) directors until such time as
all dividends on the Preferred Stock shall have been fully paid or declared and
set apart for payment to the satisfaction of the holders of Preferred Stock for
all past quarterly dividend periods and for then current dividend period, at
which time such right shall terminate, subject to revesting in the event of each
and every subsequent default of the character and for the time set forth in this
Subsection (d); PROVIDED,

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HOWEVER, that in the event the holders of Preferred Stock determine to elect two
(2) directors to the Board of Directors pursuant to this Section 3(d), the size
of the Board of Directors shall be increased from five (5) to six (6) members
for such period or periods of time during which the holders of Preferred Stock
have so elected two (2) directors to the Board of Directors.

       Section 4. LIQUIDATION. The holders of Preferred Stock shall, in case of
a voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Company, be entitled to receive in full out of the assets of the Company,
including its capital and surplus, after the satisfaction of the Company's
creditors, but before any amount shall be paid or distributed among the holders
of the Company's Common Stock or any other securities ranking junior, as to the
distribution of assets, to the Preferred Stock, the greater of (x) $3.50 per
share (the "Liquidation Value") plus all accrued and unpaid dividends thereon to
the date of such payment and (y) the amount which would have been paid or
distributed to such holders had such holders converted such shares of Preferred
Stock into shares of Common Stock as provided herein immediately prior to such
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Company. If, upon such liquidation, dissolution or winding up of the
affairs of the Company, the net assets of the Company distributable among the
holders of Preferred Stock shall be insufficient to permit payment in full, then
all the net assets shall be distributed ratable among the holders of Preferred
Stock.

                                       8
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       Section 5. RIGHT TO REDEMPTION OF THE COMPANY.

(a) At any time and from time to time after October 30, 1997, the Company shall
have the right and option to purchase from the holders of Preferred Stock, and
such holders shall have the obligation to sell to the Company, all, but not less
than all of the Preferred Stock held by such holders, for a price equal to the
Liquidation Value per share plus accrued and unpaid dividends, if any, to the
date of such purchase by the Company (hereinafter referred to as the "Call").

            (b) The Company may exercise the Call by delivering an irrevocable
written and dated notice of exercise (the "Section 5 Notice") to each holder of
Preferred Stock, specifying the purchase price to be paid for such shares.
Within thirty (30) days of the date of a Section 5 Notice from the Company with
respect to its exercise of the Call, the Company shall pay the purchase price to
such holder, and such holder shall deliver one or more stock certificates
representing the total number of shares subject to the Call together with one or
more duly executed stock powers attached thereto, all in proper form for
transfer. The purchase price payable by the Company in respect of the exercise
of the Call hereunder shall be paid promptly by means of a wire transfer to an
account designated by such holder or by delivery by the Company to such holder
of a certified or bank check.

                                       9

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       Section 6. MANDATORY REDEMPTION UPON A CHANGE OF CONTROL.

            (a) In the event of a Change of Control of the Company (as
hereinafter defined), each holder of Preferred Stock shall have the right and
option (the "Change of Control Election") to sell to the Company, and the
Company shall have the obligation to purchase from such holder, all or a
portion of the Preferred Stock held by such holder for a price per share (the
"Change of Control Price") equal to the applicable price set forth below:

        CHANGE OF CONTROL OCCURRING                            PRICE
        ---------------------------                            -----
On or after 10/29/92, but before 10/29/93                     $4.025
On or after 10/29/93, but before 10/29/94                     $4.550
On or after 10/29/94, but before 10/29/95                     $5.075
On or after 10/29/95                                          $5.600

plus, in each case, all accrued and unpaid dividends to the date of such Change
of Control.

            (b) Each holder of Preferred Stock may exercise the Change of
Control Election by delivering to the Company one or more stock certificates
representing the shares of Preferred Stock being sold by such holder, together
with one or more duly executed stock powers attached thereto, all in proper form
for transfer. Such delivery shall be made to the Company not later than thirty
(30) days after the later of (i) the effective date of such Change of Control,
or (ii) receipt by such holder of written notice by the Company to such holder
of such Change of Control. The Change of Control Price payable by the Company in
respect of any exercise of the Change of Control Election shall be paid promptly
upon such delivery by means of a wire transfer to an account designated by such
holder or by delivery by the

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Company to such holder of a certified or bank check. The exercise by any holder
of its rights under this Section 6 shall be in addition to any rights it may
have under Section 7 hereof with respect to any shares of Preferred Stock as to
which such holder shall not have made its Change of control Election.

            (c) For purposes of this Section 6, a "Change of Control" of the
Company shall mean:

                   (i) the acquisition by any person or entity or a group of
       affiliated or related persons or entities (other than the holders of
       Preferred Stock of record as of October 29, 1992) of more than 50% of the
       issued and outstanding shares of Common Stock of the Company, in one or
       more transactions, other than pursuant to an offering to Common Stock of
       the Company pursuant to an effective registration statement (excluding a
       registration statement on Form S-4 or S-8 or any successor form) under
       the Securities Act of 1993, as amended;

                   (ii) a reorganization, merger or consolidation (in each case,
       with respect to which persons who were the shareholders of the Company
       immediately prior to such reorganization, merger or consolidation do not,
       immediately thereafter, own more than fifty (50%) percent of the combined
       voting power of the reorganized, merged or consolidated company's then
       outstanding voting securities), or the sale, transfer or other
       disposition, in one or more

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       transactions, of all or substantially all of the assets of the Company;
       or

                   (iii) the voluntary or involuntary liquidation, dissolution
       or winding up of the Company.

       Section 7. CONVERSION.

            (a) Upon compliance with the provisions hereof, each share of
Preferred Stock shall be convertible at any time and from time to time at the
option of the holder thereof into one (1) share of Common Stock (as the same
may be adjusted as provided in Section 8 hereof, the "Conversion Number"). In
order to exercise the conversion privilege under this Subsection (a), the
holder of any share of Preferred Stock to be converted shall surrender such
share of Preferred Stock to the Company, together with a written notice duly
executed, which notice shall, subject to the provisions of Section 6 hereof,
be irrevocable, to the Company to the effect that such holder elects to
convert the number of shares of Preferred Stock stated in such notice into
Common Stock in accordance herewith. As promptly as practicable after the
surrender of the certificate representing such share of Preferred Stock for
conversion as aforesaid, the Company shall issue and shall deliver at the
office of the Company to such holder, or on his written order, a certificate
or certificates for the number of shares of Common Stock issuable upon the
conversion of such shares of Preferred Stock. Such conversion shall be deemed
to have been effected on the date on which such notice shall have been
received by the Company and such shares of Preferred Stock

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shall have been surrendered as aforesaid, and the person or persons in whose
name or names any certificate or certificates for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become on said date the
holder or holders of record of the shares of Common Stock represented thereby;
PROVIDED, HOWEVER, that any such surrender on any day when the stock transfer
books of the Company shall be closed shall not be effected until the next day on
which such stock transfer books are open.

            (b) The Company shall at all times reserve and keep available out of
its authorized but unissued shares of Common Stock, for the purpose of effecting
the conversion of the shares of Preferred Stock in accordance with this Section
7, such number of its duly authorized shares of Common Stock as shall from time
to time be sufficient to effect the conversion of all outstanding shares of
Preferred Stock in accordance with this Section 7.

       Section 8. ADJUSTMENTS OF CONVERSION NUMBER.

            (a) In case the Company shall, at any time or from time to time
while any of the shares of Preferred Stock are outstanding, (i) pay a
dividend in shares of Common Stock, (ii) subdivide its outstanding shares of
Common Stock, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares, or (iv) issue by reorganization, recapitalization
or reclassification of its shares of Common Stock any shares of stock of the
Company,

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the Conversion Number in effect immediately prior thereto shall be adjusted so
that the holder of any share of Preferred Stock thereafter surrendered for
conversion shall be entitled to receive the number of shares of Common Stock or
other securities of the Company which he would have owned or have been entitled
to receive after the happening of any of the events described above, had such
share of Preferred Stock been converted immediately prior to the happening of
such event.

            (b) Upon any adjustment of the Conversion Number, then and in each
such case the Company shall deliver to the holders of the Preferred Stock
written notice thereof, certified by the Secretary of the Company, which notice
shall state the Conversion Number resulting from such adjustment setting forth
in reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the written request of a holder of Preferred Stock,
the Company shall cause its then independent certified public accountants to
furnish to such holder a certification of such adjustment to the Conversion
Number.

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                              ATTACHMENT TO ITEM 6.

       (a) The Board of Directors are authorized and empowered to repurchase any
of the corporation's outstanding Common Stock from paid-in-capital.

       (b) A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of the
director's duty as a director, except for (i) liability for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii)
liability for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) liability imposed pursuant to
the provisions of Section 43 of the Rhode Island Business Corporation Act, as
amended, or (iv) liability for any transaction for which the director derived an
improper personal benefit (unless said transaction is permitted by Section 37.1
of the Rhode Island Business Corporation act, as amended). If the Rhode Island
Business Corporation Act 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 Rhode Island Business Corporation Act. Any repeal or
modification of this ARTICLE SIXTH (b) by 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.

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