CERTIFICATE OF INCORPORATION
                                       OF
                             ROSE INTERNATIONAL LTD.


         FIRST: The name of the corporation is:

                  ROSE INTERNATIONAL LTD.

         SECOND: Its registered office in the State of Delaware is located at 25
Greystone Manor, Lewes, DE 19958-9776, County of Sussex. The registered agent in
charge thereof is Harvard Business Services, Inc.

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

         FOURTH:  The total number of shares of stock which the  corporation  is
authorized to issue is 25,000,000 shares having a par value of $0.01 per share.

         FIFTH: The business and affairs of the corporation  shall be managed by
or under the direction of the board of directors,  and the directors need not be
elected by ballot unless required by the bylaws of the corporation.

         SIXTH:  The names and  addresses of the persons who are to be directors
of the  corporation  until the first  meeting  of  stockholders  or until  their
successors are elected:

                G. DAVID GORDON /JOHN WILSON / W. L. MORRIS
                2424 WEST 21st  ST - SUITE 210 / TULSA, OK 74114

         SEVENTH:  In furtherance and not in limitation of the powers  conferred
by the laws of Delaware, the board of directors is authorized to amend or repeal
the bylaws.

         EIGHTH:  The  corporation  reserves  the right to amend or  repeal  any
provision in this Certificate of  incorporation in the manner  prescribed by the
laws of Delaware.

         NINTH:  The  incorporator is Harvard  Business  Services,  Inc.,  whose
mailing address is 25 Greystone Manor,  Lewes, DE 19958-9776.  The powers of the
incorporator   are  to  terminate  upon  the  filing  of  this   certificate  of
incorporation.

         TENTH:  To  the  fullest  extent  permitted  by  the  Delaware  General
Corporation  Law a  director  of this  corporation  shall  not be  liable to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director.

         ELEVENTH:  This  company  will  acquire  the  assets,  liabilities  and
previous shareholders subject to Directors approval of the Corporation currently
incorporated in Utah with the same name filed on June 22, 1995 under file number
180107.

         I, Richard H. Bell, for the purpose of forming a corporation  under the
laws of the State of Delaware do make and file this certificate,  and do certify
that the facts herein stated are true; and have accordingly  signed below,  this
9th day of August, 1995.


         Signed and Attested to by:/s/ Richard H. Bell
                                   ---------------------------------------------
                                   Richard H. Bell, President & Secretary
                                   HARVARD BUSINESS SERVICES, INC.


<PAGE>


                              CERTIFICATE OF MERGER

The following information is being provided in accordance with Section 252(c) of
the State of Delaware General Corporation Law ("DGCL"):

(1)   Name and state of incorporation or jurisdiction of each of the constituent
      corporations:

                  (a) Rose International, Inc., a Utah corporation
                  (b) Rose International Ltd., a Delaware corporation

(2)   An agreement of merger his been approved, adopted, certified, executed and
      acknowledged by each of Rose  International,  Inc. and Rose  International
      Ltd. in accordance with subsection 252(c) of the DGCL.

(3)   The name of the surviving corporation: Rose International Ltd.

(4)   The  Certificate  of  Incorporation  of the  surviving  corporation,  Rose
      International Ltd., shall be its Certificate of Incorporation.

(5)   This subsection is not applicable since this is a merger.

(6)   The  executed  Agreement  of Merger is on file at the  principal  place of
      business of Rose  International  Ltd. at 601 ONEOK  Plaza,  100 West Fifth
      Street, Tulsa, Oklahoma 74103.

(7)   A copy of the Agreement of Merger will be furnished by Rose  International
      Ltd.,  upon written  request,  without cost, to any  stockholder of either
      Rose International Ltd. or Rose International, Inc.

(8)   The  authorized  capital  stock  of  Rose  International,   Inc.,  a  Utah
      corporation:  100,000,000 shares of common stock, par value of $.00001 per
      share.

                  IN  WITNESS   WHEREOF,   said   corporation  has  caused  this
Certificate  to be  executed by its  President  and  attested  by its  Assistant
Secretary, this 29th day of December, 1995.

                                      ROSE INTERNATIONAL, LTD.

                                      By:  /s/ G. David Gordon
                                           -------------------------------------
                                           G. David Gordon, President
ATTEST:

/s/ Susan Willis
------------------------------
Assistant Secretary


<PAGE>




                                STATE OF DELAWARE

                             CERTIFICATE OF RENEWAL

                             AND REVIVAL OF CHARTER

ROSE INTERNATIONAL LTD., a corporation organized under the laws of Delaware, the
charter of which was  forfeited  for failure to obtain a registered  agent,  now
desires to procure a restoration, renewal and revival of its charter, and hereby
certifies as follows:

FIRST:  The name of the corporation is ROSE INTERNATIONAL LTD.

SECOND:  Its registered  office is the State of Delaware located at 25 Greystone
Manor, Lewes,  Delaware,  19958-9776,  County of Sussex. The name and address of
the registered  agent is Harvard  Business  Services,  Inc., 25 Greystone Manor,
Lewes, Delaware, 19958-9778, County of Sussex.

THIRD:  The date of filing  of the  original  Certificate  of  Incorporation  is
Delaware was August 9, 1995.

FOURTH:  The date when  restoration,  renewal and revival of the charter of this
company is to commence is the twenty ninth day October of 1997, same being prior
to the date of the  expiration  of the charter.  This renewal and revival of the
charter of this corporation is to be perpetual.

FIFTH:  This  corporation  was  duly  organized  and  carried  on  the  business
authorized  by its charter  until the  thirtieth day of October of 1997 A.D., at
which time its charter became  inoperative and forfeited for failure to obtain a
registered  agent and this  certificate  for  renewal  and  revival  is filed by
authority of the duly elected  directors of the  corporation in accordance  with
the laws of the State of Delaware.

IN TESTIMONY  WHEREOF,  and in compliance  with the provisions of Section 312 of
the General Corporation Law of the State of Delaware, as amended,  providing for
the  renewal,  extension  and  restoration  of  characters,  the last and acting
authorized  officer  hereunto set his hand to this  certificate  this 4th day of
June, 1998.



                                       By:  /s/ Richard Singer
                                            ------------------------------------
                                       Name:  Richard Singer
                                              ----------------------------------
                                       Title:  President
                                               ---------------------------------

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             ROSE INTERNATIONAL LTD.


          Rose International,  Ltd., a corporation  organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

          DOES HEREBY CERTIFY:

                   FIRST: That the Board of Directors of said corporation,  at a
meeting duly held,  adopted a resolution  proposing and declaring  advisable the
following amendment to the Certificate of Incorporation of said corporation.

                        RESOLVED,  that the Certificate of Incorporation of Rose
International,  Ltd., be amended by changing the FIRST Article  thereof so that,
as amended, said Article shall be and read as follows:

                   "FIRST: The name of the corporation  (hereinafter  called the
"Corporation") is Securities Resolution Advisors, Inc."

                   SECOND:  That in lieu of a meeting  and vote of  stockholders
have given written  consent to said amendment in accordance  with the provisions
of section  228 of the  General  Corporation  Law of the State of  Delaware  and
written  notice of the adoption of the  amendment  has been given as provided in
section  228 of the  General  Corporation  Law of the State of Delaware to every
stockholder entitled to such notice.

                   THIRD:  That the  aforesaid  amendment  was duly  adopted  in
accordance with the applicable provisions of sections 242 and 228 of the General
Corporation Law of the State of Delaware.

                   FOURTH:   That  this   Certification   of  Amendment  of  the
Certificate of Incorporation shall be
effective on the date of filing.

                   IN WITNESS WHEREOF,  and Rose  International  Ltd. has caused
this certificate to be signed by Richard Singer,  its President this 30th day of
June, 1998.

                                      ROSE INTERNATIONAL LTD.

                                      /s/ Richard Singer, II
                                      ------------------------------------------
                                      Richard Singer, II, President


<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION


SECURITIES RESOLUTION ADVISORS,  INC. a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  That at a meeting of the Board of  Directors  of  SECURITIES  RESOLUTION
ADVISORS,  INC.  resolution were duly adopted setting forth a proposed amendment
of  the  Certificate  of  Incorporation  of  said  corporation,  declaring  said
amendment  to be  advisable  and calling a meeting of the  stockholders  of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is a follows:

RESOLVED,  that the Certificate of  Incorporation of this corporation is amended
by changing the Article  thereof  numbered "The FOURTH" so that, as amended said
Article shall be and read as follows:

         "The amount of total authorized  capital stock of the corporation shall
be divided  into  100,000,00  shares of common stock having a par value of $.001
each."

SECOND:  That  thereafter,  pursuant to resolution of its Board of Directors,  a
special  meeting of the  stockholders  of said  corporation  was duly called and
held, upon notice in accordance with Section 222 of the General  Corporation law
of the State of Delaware  at which  meeting  the  necessary  number of shares as
required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF,  said SECURITIES  RESOLUTION ADVISORS,  INC. has caused this
certificate  to be signed by an authorized  officer,  this 22nd day of February,
1999.


                                BY:/s/ Richard Singer               Signature
                                   ---------------------------------
                                Name: Richard Singer                please print
                                      ------------------------------
                                Title:President                     please print
                                      ------------------------------

<PAGE>




                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                      SECURITIES RESOLUTION ADVISORS, INC.


          SECURITIES  RESOLUTION  ADVISORS,  INC., a  corporation  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware.

DOES HEREBY CERTIFY:

          FIRST:  That at a meeting  of the  Board of  Directors  of  SECURITIES
RESOLUTION ADVISORS, INC. resolutions were duly adopted setting forth a proposed
amendment of the Certificate of  Incorporation  of said  corporation,  declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

          RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article  thereof  numbered  "FIRST" so that,  as amended
said Article shall be and read as follows:

          FIRST:  The name of the corporation is Sales Online Direct, Inc.

          SECOND:  That  thereafter,  pursuant  to  resolution  of its  Board of
Directors,  a special meeting of the  stockholders of said  corporation was duly
called and held,  upon  notice in  accordance  with  Section  222 of the General
Corporation  law of the State of Delaware at which meeting the necessary  number
of shares as required by statute were voted in favor of the amendment.

          THIRD:  That said  amendment was duly adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

          IN WITNESS  WHEREOF,  said SECURITIES  RESOLUTION  ADVISORS,  INC. has
caused this certificate to be signed by its Authorized  Officer this 16th day of
March, 1999.

                               BY:  /s/ Richard Rotman              Signature
                                    --------------------------------
                               Name:  Richard Rotman                please print
                                      ------------------------------
                               Title:  Treasurer                    please print
                                       -----------------------------