COMPOSITE

                          CERTIFICATE OF INCORPORATION

                                       of

                 SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
                            (a Delaware corporation)


                           * * * * * *


     FIRST:    The name of the corporation is:

     Software Publishing Corporation Holdings, Inc.

     SECOND:  The location of the  registered  office of the  Corporation in the
State of Delaware is at Corporation  Trust Center,  1209 Orange Street,  City of
Wilmington,  County  of New  Castle.  The  name of the  registered  agent of the
Corporation  in the State of Delaware at such address upon whom process  against
the Corporation may be served is The Corporation Trust Company.

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

     FOURTH:  (a) The total  number of shares of all  classes of stock which the
Corporation  shall have  authority to issue is THIRTY-TWO  MILLION  (32,000,000)
shares.  Of these (i)  THIRTY  MILLION  (30,000,000)  shares  shall be shares of
Common Stock of the par value of $.001 per share;  (ii) ONE MILLION NINE HUNDRED
THIRTY-NINE  THOUSAND  FOUR HUNDRED  EIGHTY  (1,939,480)  shares shall be Serial
Preferred  Stock of the par value of $.001 per share;  and (iii)  SIXTY-THOUSAND
FIVE HUNDRED TWENTY  (60,520)  shares shall be Class B Voting  Preferred  Stock,
Series A of the par value of $.001 per share.

     (b) The statement of the relative  rights,  preferences  and limitations of
the shares of each class is as follows:

     A. Serial  Preferred  Stock.  The Serial Preferred Stock may be issued from
time to time in classes or series and shall  have such  voting  powers,  full or
limited,  or no voting powers, and such designations,  preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions  thereof,  as shall be stated and expressed in the resolution or
resolutions of the Board of Directors providing for the issuance of such stock.


<PAGE>

     1. Designation. (a) The designation of the series of Serial Preferred Stock
created hereby shall be "Class B Voting Preferred Stock,  Series A" (hereinafter
called the "Class B Preferred"), and the number of shares constituting the Class
B Preferred is 60,520.

     (b) All shares of Class B Preferred  shall be identical  with each other in
all respects.  All shares of Class B Preferred  shall rank, as to the payment of
dividends and of distributions  of assets upon any  dissolution,  liquidation or
winding up of the  Corporation,  prior to the common stock,  par value $.001 per
share, of the  Corporation,  and any other stock which by its terms ranks junior
to the Class B Preferred and on a parity with any other class or series of stock
of the  Corporation  ranking  on a  parity  with  the  Class B  Preferred  as to
distribution upon dissolution, liquidation or winding up of the Corporation.

     (c) Shares of the Class B Preferred that have been  redeemed,  purchased or
otherwise acquired by the Corporation shall not be reissued as Class B Preferred
and when  retired as  provided by the  General  Corporation  Law of the State of
Delaware,  shall have the status of  authorized  but  unissued  shares of Serial
Preferred  Stock,  without  designation  as to series until such shares are once
more designated as part of a particular  series by the Board of Directors of the
Corporation or a duly authorized committee thereof.

     2. Dividends.  Each holder of shares of Class B Preferred (each a "Holder")
shall not be entitled to receive any dividends.

     3. Liquidation Rights. (a) Upon the dissolution,  liquidation or winding up
of the affairs of the Corporation, whether voluntary or involuntary, the Holders
of shares of Class B Preferred  then  outstanding  shall be entitled to receive,
out of the assets of the Corporation  available for distribution to stockholders
after satisfying claims of creditors but before distributions of assets shall be
made on the Common Stock or any other class or series of stock ranking junior to
the shares of Class B Preferred upon  liquidation,  dissolution or winding up of
the  Corporation,  the  amount of $.001 per  share  plus an amount  equal to all
accrued but unpaid dividends on such shares to the date of final distribution.

     (b)  Neither  the  sale,  lease or  exchange  (for  cash,  shares of stock,
securities or other  consideration) of all or substantially all the property and
assets of the  Corporation,  nor the merger or  consolidation of the Corporation
into or with any other corporation,  or the merger or consolidation of any other
corporation into or with the  Corporation,  shall be deemed to be a dissolution,
liquidation or winding up,  voluntary or  involuntary,  for the purposes of this
paragraph.

     (c) After payment to the Holders of the full  preferential  amount provided
for in this  paragraph 3  ($605.20),  holders of shares of Class B Preferred  in
their  capacity as Holders  shall have no right or claim to any of the remaining
assets of the Corporation.

     (d) If the assets of the  Corporation  available  for  distribution  to the
Holders upon dissolution,  liquidation or winding up of the Corporation, whether
voluntary or  involuntary,  shall be  insufficient to pay in full all amounts to
which the Holders are entitled  pursuant to clause (a) of this  paragraph 3, and
to which  holders  of any  other  class or  series  of stock of the  Corporation

<PAGE>

ranking  on a  parity  with  the  Class  B  Preferred  as to  distribution  upon
dissolution,  liquidation or winding up of the  Corporation  (collectively,  the
"Parity   Stockholders")   are   entitled   pursuant  to  the   Certificate   of
Incorporation, as it may be amended from time to time (including any Certificate
of Designations), then such assets shall be distributed among the Holders of the
Class B Preferred and the Parity Stockholders  ratably in proportion to the full
amounts otherwise due such Holders and Parity Stockholders.

     4. Voting Rights. (a) The Holders of shares of Class B Preferred shall vote
together with the shares of Common Stock of the Corporation.  The Holder of each
share of Class B  Preferred  shall be  entitled  to ten (10)  votes per share of
Class B Preferred.

     (b)  Voting  rights  hereunder  shall  be  exercised  at  each  meeting  of
stockholders  for the election of directors or otherwise or in connection with a
written consent in lieu thereof, as the case may be.

     B.  Common  Stock.  Subject  to the  rights,  privileges,  preferences  and
priorities of any holders of Serial  Preferred  Stock, the Common Stock shall be
entitled to dividends out of funds legally available  therefor,  when, as and if
declared  and  paid to the  holders  of  Common  Stock,  and  upon  liquidation,
dissolution or winding up of the Corporation,  to share ratably in the assets of
the  Corporation  available  for  distribution  to the holders of Common  Stock.
Except as otherwise  provided  herein or by law, the holders of the Common Stock
shall have full voting  rights and powers,  and each share of Common Stock shall
be entitled to one vote. All shares of Common Stock shall be identical with each
other in every respect.

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

                     Neil M. Kaufman
                     Blau, Kramer, Wactlar
                          & Lieberman, P.C.
                     100 Jericho Quadrangle
                     Suite 225
                     Jericho, New York  11753


     SIXTH:  (a) The number of directors of the corporation  shall be determined
in the manner prescribed by the by-laws of this corporation.

     (b) The Board of  Directors  shall be  divided  into  three (3)  classes as
nearly equal in number as possible, and no class shall include less than one (1)
director. The terms of the office of the directors initially classified shall be
as  follows:  that  of  Class I shall  expire  at the  next  annual  meeting  of
shareholders  to be held in  1994,  Class II at the  second  annual  meeting  of
shareholders  to be held in 1995 and Class III at the  third  succeeding  annual

<PAGE>

meeting of shareholders to be held in 1996. The foregoing notwithstanding,  each
director  shall  serve  until his  successor  shall have been duly  elected  and
qualified,  unless  he shall  resign,  become  disqualified,  disabled  or shall
otherwise be removed.  Whenever a vacancy  occurs on the Board of  Directors,  a
majority  of the  remaining  directors  have the  power to fill the  vacancy  by
electing  a  successor  director  to fill that  portion  of the  unexpired  term
resulting from the vacancy.

     (c)  At  each   annual   meeting  of   shareholders   after  such   initial
classification,  directors  chosen to succeed  those  whose terms then expire at
such annual meeting shall be elected for a term of office  expiring at the third
succeeding annual meeting of shareholders after their election.  When the number
of  directors  is  increased  by the Board of  Directors  and any newly  created
directorships  are  filled  by  the  Board  of  Directors,  there  shall  be  no
classification  of the  additional  directors  until the next annual  meeting of
shareholders.  Directors  elected,  whether by the Board of  Directors or by the
shareholders, to fill a vacancy, subject to the foregoing, shall hold office for
a term  expiring  at the annual  meeting at which the term of the Class to which
they shall have been elected  expires.  Any newly created  directorships  or any
decrease in directorships  shall be so apportioned  among the classes as to make
all classes as nearly equal in number as possible.

     SEVENTH:  Meetings of stockholders  may be held within or without the State
of Delaware as the by-laws may provide. The books of the corporation may be kept
(subject  to any  provision  contained  in the  statutes)  outside  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.  Election of directors
need not be by written  ballot  unless the by-laws of the  corporation  shall so
provide.

     EIGHTH:  Subject to the provisions contained in Article TWELFTH hereof, 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.

     NINTH:  Any action required to be taken or which may be taken at any annual
or special  meeting of  stockholders  of the  corporation may be taken without a
meeting,  without  prior notice and without a vote,  if a consent or consents in
writing,  setting  forth the action so taken,  shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were present and voted.

     TENTH:  Special  meetings of stockholders  may be called by the Chairman of
the Board,  President  or a majority of the Board of Directors or at the written
request  of  stockholders  owning  at least  sixty-six  and  two-thirds  percent
(66-2/3%) of the entire voting power of the corporation's capital stock.

     ELEVENTH:  In the event that it is proposed that the corporation enter into
a merger or consolidation  with any other corporation and such other corporation
or  its  affiliates  singly  or in the  aggregate  own or  control  directly  or
indirectly  fifteen (15%) percent or more of the outstanding voting power of the

<PAGE>

capital stock of this  corporation,  or that the corporation sell  substantially
all of its assets or business to such other corporation, the affirmative vote of
the holders of not less than sixty-six and two-thirds  (66-2/3%)  percent of the
total  voting  power  of  all  outstanding  shares  of  capital  stock  of  this
corporation  shall be required for the approval of any such proposal;  provided,
however, that the foregoing shall not apply to any such merger, consolidation or
sale of assets or business  which was  approved by  resolutions  of the Board of
Directors  of this  corporation  prior to the  acquisition  of the  ownership or
control of fifteen (15%) percent of the outstanding  shares of this  corporation
by such  other  corporation  or its  affiliates,  nor shall it apply to any such
merger, consolidation or sale of assets or business between this corporation and
another  corporation,  fifty (50%)  percent or more of the total voting power of
which is owned by this  corporation.  For the purposes hereof, an "affiliate" is
any person (including a corporation,  partnership,  trust, estate or individual)
who directly or indirectly through one or more intermediaries,  controls,  or is
controlled  by, or is under  common  control  with,  the person  specified;  and
"control" means the possession,  directly or indirectly,  of the power to direct
or cause the direction of management and policies of a person,  whether  through
the ownership of voting securities, by contract, or otherwise.

     TWELFTH:  The  provisions  set forth in Articles  SIXTH,  NINTH,  TENTH AND
ELEVENTH  above may not be altered,  amended or  repealed in any respect  unless
such alteration,  amendment or repeal is approved by the affirmative vote of the
holders of not less than sixty-six and two-thirds percent (66-2/3%) of the total
voting power of all outstanding shares of capital stock of the corporation.

     THIRTEENTH: Each person who at any time is or shall have been a director or
officer of the  Corporation  and is  threatened  to be or is made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative, by reason of the fact that he is, or
he or his testator or intestate was, a director,  officer,  employee or agent of
the  Corporation,  or served at the  request of the  Corporation  as a director,
officer, employee, trustee or agent of another corporation,  partnership, joint,
venture,  trust  or other  enterprise,  shall be  indemnified  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with any such threatened,
pending or completed  action,  suit or proceeding to the full extent  authorized
under Section 145 of the General  Corporation Law of the State of Delaware.  The
foregoing  right of  indemnification  shall in no way be  exclusive of any other
rights of indemnification to which such director, officer, employee or agent may
be entitled under any By-Law,  agreement,  vote of stockholders or disinterested
directors, or otherwise.

     FOURTEENTH:  Any and all  right,  title,  interest  and  claim in or to any
dividends  declared by the  Corporation,  whether in cash,  stock, or otherwise,
which are unclaimed by the stockholder  entitled thereto for a period of six (6)
years after the close of business on the payment  date shall be and be deemed to
be extinguished and abandoned; such unclaimed dividends in the possession of the
Corporation, its transfer agents, or other agents or depositaries, shall at such
time become the absolute property of the Corporation,  free and clear of any and
all claims for any person whatsoever.


<PAGE>

     FIFTEENTH:  Any and all directors of the Corporation shall not be liable to
the  Corporation or any stockholder  thereof for monetary  damages for breach of
fiduciary duty as director except as otherwise  required by law. No amendment to
or repeal of this  Article  FIFTEENTH  shall  apply to or have any effect on the
liability or alleged  liability of any director of the  Corporation  for or with
respect  to any  act or  omission  of  such  director  occurring  prior  to such
amendment or repeal.

     SIXTEENTH:  The Board of Directors of the Corporation  shall expressly have
the  power and  authorization  to make,  alter and  repeal  the  By-Laws  of the
Corporation,  subject to the reserved power of the  stockholders to make,  alter
and repeal any By-Laws adopted by the Board of Directors.