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.

          Class B Voting Preferred Stock, Series A:

                    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.


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                           (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  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.

          Junior Participating Preferred Stock, Series A:

                    Section 1. Designation and Amount. The shares of such series
               shall be  designated  as  "Junior Participating Preferred  Stock,
               Series A"  (the  "Series  A  Preferred  Stock") and the number of
               shares  constituting  the  Series  A  Preferred   Stock  shall be
               100,000.

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               Such   number  of  shares   may  be   increased   or decreased by
               resolution   of   the   Board  of  Directors;  provided, that  no
               decrease   shall   reduce   the   number  of  shares  of Series A
               Preferred  Stock to a number  less than the number of shares then
               outstanding  plus the number of shares reserved for issuance upon
               the exercise of outstanding  options,  rights or warrants or upon
               the  conversion  of  any  outstanding  securities  issued  by the
               Company convertible into Series A Preferred Stock.

                    Section 2.     Dividends and Distributions.

                         (a)  Subject to the rights of the holders of any shares
               of any series of  Preferred  Stock (or any similar stock) ranking
               prior and superior  to the Series A Preferred  Stock with respect
               to dividends, the holders of shares of Series A Preferred  Stock,
               in preference to the holders  of Common  Stock,  par value  $.001
               per share (the "Common Stock"), of the Company,  and of any other
               junior stock,   shall be  entitled to  receive,  when,  as and if
               declared  by  the  Board  of  Directors  out  of  funds   legally
               available  for  the purpose,  quarterly dividends payable in cash
               on the first day of January,  April,  July and  October  in  each
               year  (each  such  date  being referred to herein as a "Quarterly
               Dividend  Payment  Date"),  commencing  on  the  first  Quarterly
               Dividend  Payment  Date  after  the  first  issuance  of  a share
               or fraction of a share of Series A Preferred  Stock, in an amount
               per share (rounded to the nearest cent) equal to the  greater  of
               (i)  $10  or  (ii)  subject  to  the  provision  for   adjustment
               hereinafter set forth, 1,000 times the aggregate per share amount
               of all cash dividends, and  1,000 times  the aggregate  per share
               amount  (payable  in  kind)  of  all  non-cash dividends or other
               distributions,  other than a dividend payable in shares of Common
               Stock or a  subdivision  of  the  outstanding  shares  of  Common
               Stock  (by  reclassification  or  otherwise),    declared  on the
               Common Stock since the immediately  preceding Quarterly  Dividend
               Payment  Date or, with  respect to the first  Quarterly  Dividend
               Payment Date, since the first issuance of any   share or fraction
               of a share of Series A Preferred  Stock. In the event the Company
               shall at any time declare or pay any dividend on the Common Stock
               payable  in  shares  of Common Stock,  or effect a subdivision or
               combination or  consolidation of the outstanding shares of Common
               Stock (by  reclassification or   otherwise than by   payment of a
               dividend  in shares  of  Common  Stock) into a greater  or lesser
               number of shares of Common  Stock,  then, in each such case,  the
               amount to which holders of shares  of  Series  A  Preferred Stock
               were entitled  immediately prior to such event under clause  (ii)
               of the preceding  sentence shall be adjusted by multiplying  such
               amount by a fraction,  the  numerator of which is the number   of
               shares of Common  Stock   outstanding   immediately   after  such
               event  and the  denominator  of which is the  number of shares of
               Common  Stock  that were  outstanding  immediately  prior to such
               event.

                         (b)    The   Company   shall   declare  a  dividend  or
               distribution  on  the  Series  A Preferred  Stock as provided  in
               paragraph  (a)  of  this  Section  immediately  after the Company
               declares a dividend or distribution   on the Common Stock  (other
               than a dividend  payable in shares of   Common  Stock);  provided
               that,  in the  event  no  dividend  or   distribution  shall have
               been declared on the Common Stock during  the period  between any
               Quarterly Dividend Payment Date and the next subsequent Quarterly
               Dividend  Payment Date, a dividend of $10 per share on the Series
               A  Preferred  Stock    shall  nevertheless  be  payable  on  such
               subsequent Quarterly Dividend Payment Date.

                         (c)   Dividends shall begin to accrue and be cumulative
               on  outstanding  shares  of  Series  A  Preferred  Stock from the
               Quarterly  Dividend  Payment  Date  next   preceding  the date of
               issue of such  shares,  unless  the date of issue of such  shares
               is  prior  to the  record   date for the first Quarterly Dividend
               Payment Date, in which case dividends  on such shares shall begin
               to accrue  from  the date of issue of such shares, or, unless the
               date of issue is a Quarterly  Dividend  Payment Date or is a date
               after the record date for the determination  of holders of shares
               of Series A  Preferred  Stock entitled  to  receive  a  quarterly
               dividend  and


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               before  such Quarterly  Dividend Payment Date, in either of which
               events,   such   dividends   shall   begin  to   accrue  and   be
               cumulative   from  such   Quarterly   Dividend   Payment    Date.
               Accrued but unpaid  dividends  shall not bear interest. Dividends
               paid on the shares of Series A Preferred  Stock in an amount less
               than the total  amount of such  dividends at the time accrued and
               payable on such shares shall be allocated  pro  rata on a  share-
               by-share  basis  among  all such  shares at the time outstanding.
               The   Board   of   Directors  may  fix  a  record  date  for  the
               determination of holders of shares of Series   A Preferred  Stock
               entitled  to  receive  payment  of  a  dividend  or  distribution
               declared  thereon,  which  record date shall be not more than  50
               days  prior  to the  date  fixed  for the  payment  thereof.

                    Section 3.   Voting Rights.  The holders of shares of Series
               A Preferred Stock shall have the following voting rights:

                         (a) Subject to the provision for adjustment hereinafter
               set forth, each share  of Series A Preferred  Stock shall entitle
               the holder  thereof to 1,000  votes  on  all  matters   submitted
               to  a  vote  of  the  stockholders  of the Company.  In the event
               the Company  shall at any time declare or pay any dividend on the
               Common  Stock  payable  in  shares  of  Common Stock, or effect a
               subdivision or combination  or  consolidation  of the outstanding
               shares of Common Stock (by  reclassification  or  otherwise  than
               by  payment  of  a  dividend  in  shares  of Common Stock) into a
               greater or lesser number of shares of Common Stock, then, in each
               such  case,  the  number  of  votes per share to which holders of
               shares  of  Series  A  Preferred Stock were entitled  immediately
               prior to such event  shall be adjusted by multiplying such number
               by a fraction,  the numerator of which is   the  number of shares
               of  Common  Stock  outstanding  immediately after  such event and
               the  denominator of which is the number of shares of Common Stock
               that were outstanding immediately prior to  such event.

                         (b)  Except  as otherwise provided herein, in any other
               Certificate of Designations creating a series of Serial Preferred
               Stock or any similar  stock,  or by law,  the  holders  of shares
               of Series A   Preferred Stock and the holders of shares of Common
               Stock and any other capital stock of the Company  having  general
               voting rights  shall  vote  together as  one class on all matters
               submitted  to a  vote of shareholders of the Company.

                         (c)  Except  as  set  forth  herein,  or  as  otherwise
               provided by law, holders of  Series A Preferred  Stock shall have
               no special voting rights and their consent  shall not be required
               (except to the extent they are  entitled to vote with  holders of
               Common Stock as set forth herein)for taking any corporate action.

                    Section 4.     Certain Restrictions.

                         (a)  Whenever quarterly dividends or other dividends or
               distributions payable on the Series A Preferred Stock as provided
               in Section 2 are in  arrears,  thereafter  and until all  accrued
               and  unpaid dividends and distributions, whether or not declared,
               on shares of Series A Preferred Stock outstanding shall have been
               paid in full, the Company shall not:

                              (i)  declare or pay dividends, or  make  any other
                    distributions, on any shares of stock ranking junior (either
                    as to dividends or upon  liquidation, dissolution or winding
                    up) to the Series A Preferred Stock;

                              (ii) declare   or pay dividends, or make any other
                    distributions, on  any shares of stock ranking  on a  parity
                    (either as to  dividends or upon liquidation, dissolution or
                    winding  up)  with  the  Series  A  Preferred  Stock, except
                    dividends paid ratably on the Series A Preferred  Stock  and
                    all such parity stock  on which  dividends  are  payable  or
                    in  arrears  in proportion to the total amounts to which the
                    holders of all such shares are then entitled;


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                              (iii)  redeem  or  purchase  or otherwise  acquire
                    for consideration shares of any stock ranking junior (either
                    as to dividends or  upon liquidation, dissolution or winding
                    up) to  the  Series  A  Preferred  Stock;  provided that the
                    Company  may  at  any  time  redeem,  purchase  or otherwise
                    acquire  shares  of  any  such  junior stock in exchange for
                    shares of any stock of the Company  ranking  junior  (either
                    as to dividends  or upon dissolution, liquidation or winding
                    up) to the  Series A Preferred Stock; or

                              (iv)  redeem  or  purchase  or  otherwise  acquire
                    for consideration any  shares of Series A  Preferred  Stock,
                    or any shares of stock ranking on a parity with the Series A
                    Preferred Stock, except in accordance  with a purchase offer
                    made in writing or  by  publication   (as  determined by the
                    Board of Directors) to all  holders of such shares upon such
                    terms as the Board of Directors, after  consideration of the
                    respective annual dividend rates  and other relative  rights
                    and preferences of the respective  series and classes, shall
                    determine  in  good  faith will result in fair and equitable
                    treatment among the respective series or classes.

                         (b) The  Company  shall not  permit  any  subsidiary of
               the Company to purchase or  otherwise  acquire for  consideration
               any  shares  of  stock  of  the Company unless the Company could,
               under  paragraph (a) of  this  Section 4,  purchase  or otherwise
               acquire such shares  at such time and in such manner.

                    Section 5.   Reacquired  Shares.  Any  shares  of  Series  A
          Preferred  Stock  purchased or otherwise  acquired  by  the Company in
          any manner whatsoever shall be retired and canceled promptly after the
          acquisition  thereof.  All such shares shall, upon their cancellation,
          become  authorized but unissued  shares of Serial  Preferred Stock and
          may be  reissued  as part of a new  series of Serial  Preferred  Stock
          subject to the  conditions  and  restrictions  on  issuance  set forth
          herein,  in  the  Certificate  of  Incorporation,   or  in  any  other
          Certificate  of  Designations  creating  a series of Serial  Preferred
          Stock or any similar stock or as otherwise required by law.

                    Section 6. Liquidation, Dissolution or Winding Up.  Upon any
          liquidation, dissolution or winding up of the Company, no distribution
          shall  be made (a) to the  holders  of  shares of stock ranking junior
          (either as to dividends  or  upon  liquidation, dissolution or winding
          up) to the Series A Preferred Stock unless, prior thereto, the holders
          of shares of Series A Preferred Stock shall have  received  $1,000 per
          share,  plus  an  amount  equal to  accrued  and  unpaid dividends and
          distributions  thereon,  whether or not declared,  to the date of such
          payment;  provided  that the holders of shares of   Series A Preferred
          Stock  shall be  entitled to receive an  aggregate   amount per share,
          subject to the provision for adjustment  hereinafter  set forth, equal
          to 1,000 times the  aggregate  amount to be distributed   per share to
          holders of shares of Common Stock,  or (b) to the holders of shares of
          stock ranking on a parity (either as to dividends or upon liquidation,
          dissolution  or winding  up) with the Series A Preferred Stock, except
          distributions  made  ratably on the Series A Preferred   Stock and all
          such parity stock in  proportion to the total amounts to    which  the
          holders  of  all  such  shares  are  entitled   upon such liquidation,
          dissolution or winding up. In the event the Company shall  at any time
          declare or pay any dividend on the Common Stock payable in   shares of
          Common Stock, or effect a subdivision or combination  or consolidation
          of  the   outstanding   shares of  Common  Stock  (by reclassification
          or otherwise than by payment of a dividend in shares of Common  Stock)
          into a greater or lesser  number of shares of Common  Stock,  then, in
          each such case, the aggregate  amount to which holders  of  shares  of
          Series A Preferred Stock were entitled immediately prior to such event
          under  the  proviso  in  clause  (a) of the  preceding  sentence shall
          be adjusted by  multiplying  such amount by a fraction, the  numerator
          of which is the  number  of  shares  of  Common  Stock     outstanding
          immediately  after  such  event  and  the  denominator of which is the
          number  of  shares  of Common Stock that were outstanding  immediately
          prior to such event.


<PAGE>

                    Section 7.   Consolidation, Merger, etc. In case the Company
          shall enter into any  consolidation,  merger,  combination  or   other
          transaction  in  which the  shares  of  Common  Stock  are   exchanged
          for or changed into other stock or  securities,  cash and/or any other
          property,  then,  in any such case,  each share of Series A  Preferred
          Stock shall at the same time be similarly exchanged or changed into an
          amount per share, subject to the provision for adjustment  hereinafter
          set  forth,  equal to 1,000  times  the  aggregate  amount  of  stock,
          securities,  cash and/or any other property  (payable in kind), as the
          case may be,  into which or for which  each  share of Common  Stock is
          changed  or  exchanged.  In the  event the  Company  shall at any time
          declare or pay any dividend on the Common  Stock  payable in shares of
          Common Stock, or effect a subdivision or combination or  consolidation
          of the  outstanding  shares of Common  Stock (by  reclassification  or
          otherwise  than by payment of a  dividend  in shares of Common  Stock)
          into a greater or lesser  number of shares of Common  Stock,  then, in
          each such case,  the amount set forth in the  preceding  sentence with
          respect  to the  exchange  or change  of shares of Series A  Preferred
          Stock shall be adjusted by multiplying such amount by a fraction,  the
          numerator of which is the number of shares of Common Stock outstanding
          immediately  after such event and the nominator of which is the number
          of shares of Common Stock that were outstanding  immediately  prior to
          such event.

                    Section 8.  No Redemption.  The shares of Series A Preferred
          Stock shall not be redeemable.

                    Section 9.   Rank.  The Series A Preferred Stock shall rank,
          with respect to  the  payment of  dividends and  the  distribution  of
          assets, junior  to  all  series  of  any  other  class  of  the Serial
          Preferred Stock.

                    Section  10.   Amendment.  The Certificate  of Incorporation
          of the Company  shall  not  be  amended  in  any  manner  which  would
          materially  alter  or  change  the  powers,   preferences  or  special
          rights of the Series A Preferred  Stock so as to affect them adversely
          without the affirmative  vote of the holders of at least two-thirds of
          the outstanding shares of Series A Preferred Stock, voting together as
          a single class.


               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.

               Each  issued  and  outstanding  share  of Common Stock, par value
     of $.001 per share, of the  Corporation  (the "Old Common Stock") as of the
     close  of  business  on  May  27,  1998  (the  "Effective   Date")    shall
     automatically   and   without   any   action   on  the  part of the  holder
     thereof,  be  reclassified as and changed into one-third (1/3) of one share
     of Common Stock, par value of $.001 per share (the "New Common Stock"),  of
     the Corporation,  subject to the treatment of fractional share interests as
     described  below.  Each  holder  of a  certificate  or  certificates  which
     immediately prior to the Effective Date represented  outstanding  shares of
     Old Common Stock (each, an "Old Certificate")  shall be entitled to receive
     upon surrender of such Old Certificate to the Company's  Transfer Agent for
     cancellation,  a certificate or  certificates  (each, a "New  Certificate")
     representing  the number of whole shares of the New Common Stock into which
     the  Old  Common  Stock  formerly  represented  by the Old  Certificate  so
     surrendered  are  reclassified  under the terms hereof.  From and after the
     Effective Date, Old Certificates  shall represent only the right to receive
     New Certificates (and, where applicable, cash in lieu of fractional shares,
     as provided  below) pursuant to the provisions  hereof.  No certificates or
     scrip  representing  fractional share interests in New Common Stock will be
     issued,  and no such  fractional  share  interest  will  entitle the holder
     thereof to vote, or to any rights of a stockholder,  of the Corporation.  A
     holder of Old  Certificates


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     shall  receive,  in lieu of any  fraction of a share of New Common Stock to
     which the holder would  otherwise be entitled, a cash payment  therefor  on
     the basis of the average of the last sale price of the  Old Common Stock on
     The Nasdaq Stock  Market on the  Effective  Date  (or  in  the   event  the
     Company's  Common  Stock  is not so  traded  on  the Effective  Date,  such
     sale price on the next  preceding  day on which such stock  was  traded  on
     The  Nasdaq  Stock  Market).  If more  than  one Old  Certificate  shall be
     surrendered  at one  time  for  the  account  of the same stockholder,  the
     number of full shares of New Common Stock for which New  Certificates shall
     be  issued  shall  be  computed  on the  basis  of the    aggregate  number
     of  shares   represented  by  the  Old  Certificates so surrendered. In the
     event that the Company's Transfer Agent determines that  a  holder  of  Old
     Certificates  has not  tendered  all of such holder's Old Certificates  for
     exchange,  the  Transfer  Agent shall carry  forward any  fractional  share
     until all Old Certificates of such  holder have been presented for exchange
     such that payment for  fractional shares to any one person shall not exceed
     the value of one share of New Common Stock.  If any New  Certificate  is to
     be  issued  in  a  name  other  than  that in which  the  Old  Certificates
     surrendered for exchange are issued,  the Old Certificates so   surrendered
     shall be properly  endorsed  and  otherwise in proper form for    transfer,
     and the person or  persons   requesting   such  exchange  shall  affix  any
     requisite   stock   transfer   tax   stamps   to   the   Old   Certificates
     surrendered,  or provide  funds for their  purchase,  or  establish  to the
     satisfaction  of the Transfer  Agent that such taxes are not payable.  From
     and after the  Effective  Date,  the amount of capital  represented  by the
     shares of the New  Common  Stock into which and for which the shares of the
     Old Common Stock are reclassified  under the terms hereof shall be the same
     as the amount of capital  represented  by the shares of Old Common Stock so
     reclassified,  until  thereafter  reduced or increased in  accordance  with
     applicable law.

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  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
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


<PAGE>

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 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


<PAGE>

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.

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.