CERTIFICATE OF INCORPORATION

                                       OF

                         DIMENSIONAL VISIONS GROUP, LTD.

                                  ------------

         The  undersigned,  a natural  person,  for the purpose of  organizing a
corporation  for conducting the business and promoting the purposes  hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of Delaware  (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory  thereof and  supplemental  thereto,  and known,  identified and
referred to as the "General  Corporation Law of the State of Delaware"),  hereby
certifies that:

         FIRST:   The  name  of  the   corporation   (hereinafter   called   the
"corporation") is

                         DIMENSIONAL VISIONS GROUP, LTD.

         SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 229 South State
Street,  City of Dover,  County of Kent; and the name of the registered agent of
the  corporation  in the  State of  Delaware  is The  Prentice-Hall  Corporation
System, Inc.

         THIRD: 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.

         FOURTH: The total number of shares of stock which the corporation shall
have  authority to issue is Twenty Two Million  (22,000,000),  consisting of Two
Million  (2,000,000)  shares of Preferred  Stock, all of a par value of ($.001),
and Twenty Million  (20,000,000)  shares of Common Stock,  all of a par value of
($.001).

         The classes and  designations  and the voting powers,  preferences  and
qualifications  and  the  other  rights,  limitations  and  restrictions  of the
Preferred  Stock shall be  determined  by the Board of Directors by  appropriate
resolution from time to time.

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

         NAME                                  MAILING ADDRESS

T. M. Bonovich                      229 South State Street, Dover, Delaware

         SIXTH: The corporation is to have perpetual existence.

         SEVENTH:  Whenever a compromise or arrangement is proposed between this
corporation  and  its  creditors  or any  class  of  them  and/or  between  this
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  corporation  under
the provisions of section 291 of Title 8 of the Delaware Code order a meeting of
the  creditors or class of  creditors,  and/or of the  stockholders  or class of
stockholders  of this  corporation,  as 
<PAGE>
the case may be, to be summoned in such manner as the said court  directs.  If a
majority in number representing three-fourths in value of the creditors or class
of  creditors,  and/or  of the  stockholders  or class of  stockholders  of this
corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  corporation as  consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on all the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of this corporation, as the case may be,
and also on the corporation.

         EIGHTH;  For the  management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:

         1. The management of the business and the conduct of the affairs of the
corporation  shall be vested in its Board of Directors.  The number of directors
which shall constitute the whole Board of Directors shall be fixed by, or in the
manner provided in, the By-Laws.  The phrase "whole Board" and the phrase "total
number of directors" shall be deemed to have the same meaning, to wit, the total
number of directors which the corporation would have if there were no vacancies.
No election of directors need be by written ballot.

         2. After the  original or other  By-Laws of the  corporation  have been
adopted,  amended,  or  repealed,  as the case may be,  in  accordance  with the
provisions  of  Section  109 of the  General  Corporation  Law of the  State  of
Delaware,  and,  after the  corporation  has received any payment for any of its
stock,  the power to adopt,  amend, or repeal the By-Laws of the corporation may
be exercised by the Board of Directors of the  corporation;  provided,  however,
that any provision for the  classification  of directors of the  corporation for
staggered  terms  pursuant to the provisions of subsection (d) of Section 141 of
the General  Corporation  Law of the State of Delaware  shall be set forth in an
initial  By-Law or in a By-Law adopted by the  stockholders  entitled to vote of
the corporation unless provisions for such classification  shall be set forth in
this certificate of incorporation.

         3. Whenever the corporation shall be authorized to issue only one class
of stock,  each outstanding share shall entitle the holder thereof to notice of,
and the right to vote at, any meeting of stockholders.  Whenever the corporation
shall be authorized to issue more than one class of stock, no outstanding  share
of any class of stock which is denied  voting power under the  provisions of the
certificate  of  incorporation  shall entitle the holder thereof to the right to
vote at any meeting of stockholders except as the provisions of paragraph (2) of
subsection  (b) of section  242 of the General  Corporation  Law of the State of
Delaware  shall  otherwise  require;  provided,  that no share of any such class
which is otherwise  denied voting power shall entitle the holder thereof to vote
upon the increase or decrease in the number of authorized shares of said class.

         NINTH:  The personal  liability of the directors of the  corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General  Corporation Law of the State of Delaware,  as
the same may be amended and supplemented.

         TENTH:  The  corporation  shall,  to the fullest  extent  permitted  by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and  supplemented,  indemnify  any and all persons  whom it shall
have power to  indemnify  under said section from and against any and all of the
expenses,  liabilities  or  other  matters  referred  to in or  covered  by said
section,  and the  
<PAGE>
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified may be entitled under any By-Law,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         ELEVENTH:  From time to time any of the provisions of this  certificate
of  incorporation  may be amended  altered  or  repealed,  and other  provisions
authorized  by the laws of the  State of  Delaware  at the time in force  may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the  stockholders  of the  corporation by this
certificate  of  incorporation  are granted  subject to the  provisions  of this
Article ELEVENTH.


Signed on May 12, 1988.


                                                   /s/ T. M. Bonovich.
                                                   ------------------------
                                                   T. M. Bonovich
                                                   Incorporator
<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                         DIMENSIONAL VISIONS GROUP, LTD.

Dimensional Visions Group, Ltd., a corporation duly organized and existing under
the Delaware General Corporation Law (the "Corporation"), does hereby certify:

         FIRST:  That Article Fourth of the Certificate of  Incorporation of the
Corporation  (the  "Certificate  of  Incorporation")  is hereby  amended  by the
insertion  of the  paragraph  set  forth  below  immediately  prior to the first
paragraph thereof:

                           Upon the filing date of the  Certificate of Amendment
                  of  Certificate  of  Incorporation  of  the  Corporation  (the
                  "Effective  Date") adding this paragraph to Article Fourth,  a
                  one-for-twenty five reverse split of the Corporation's  Common
                  Stock shall become effective,  such that each twenty five (25)
                  shares of Common Stock  outstanding and held of record by each
                  stockholder of the  Corporation  (including  treasury  shares)
                  immediately  prior to the Effective Date shall be reclassified
                  as and shall  represent one (1) share of Common Stock from and
                  after the Effective Date."



         SECOND:  That Article  First of the  Certificate  of  Incorporation  is
hereby amended to read in it entirety as follows:



       The name of the corporation is "Dimensional Visions Incorporated."



         THIRD:  That said  amendments  were duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.



         IN WITNESS  WHEREOF,  Dimensional  Visions Group,  Ltd. has caused this
Certificate of Amendment to be executed by its duly authorized officer this 15th
day of January, 1998.



                                              Dimensional Visions Group, Ltd.,

                                              a Delaware corporation



                                              By:/s/ John D. McPhilimy
                                                 ---------------------------
                                                     Name: John D. McPhilimy
                                                     Title:   President

                                              Date:      1/17/98       .
                                                   --------------------