Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

                                       OF

                          SOUTHERN SOFTWARE GROUP, INC.

                                   ----------
                         Pursuant to Section 141 of the
                        Delaware General Corporation Law
                                   ----------

      SOUTHERN SOFTWARE GROUP, INC.. (the "Corporation"), a corporation
organized and existing under and by virtue of the Delaware General Corporation
Law (the "DGCL") does hereby certify that:

      1. The name of the Corporation is SOUTHERN SOFTWARE GROUP, INC.

      2. The Certificate of Incorporation of the Corporation (the "Certificate")
is hereby amended to: (a) to change the name of the Corporation; and (b) to
designate a series of preferred stock.

      3. In order to effect the name change described in Paragraph 2 hereof, the
Certificate of Incorporation of the Corporation is hereby amended by striking
out Article FIRST and by substituting the following new Article in its stead:

      "FIRST: The name of the Corporation is SecureD Services, Inc."

      4. In order to effect the designation of a series of preferred stock
described in Paragraph 2 hereof, the Certificate of Incorporation of the
Corporation is hereby amended by striking out Article FOURTH and by substituting
the following new Article in its stead:

      "FOURTH: The total number of shares of all classes of stock which the
      Corporation shall have authority to issue is 55,000,000 shares, consisting
      of (i) 50,000,000 shares of common stock, $0.0001 par value per share (the
      "Common Stock") and (ii) 5,000,000 shares of preferred stock, $0.0001 par
      value per share (the "Preferred Stock").

                                 I. Common Stock

            (a) General. All shares of Common Stock shall be identical, and
      shall entitle the holders thereof to the same rights, preferences,
      qualifications, limitations and restrictions. No shares of Common Stock
      shall be subdivided or combined unless an identical subdivision or
      combination, as the case may be, shall be effected with respect to all
      authorized shares of Common Stock.

            (b) Dividends and Distributions. Subject to the provisions of this
      Article FOURTH, including without limitation Section II(b), the holders of
      shares of Common Stock shall be entitled to receive such dividends and
      distributions, payable in cash or otherwise, as may be declared thereon by
      the Board from time to time out of assets or funds of

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      the Corporation legally available therefor, provided that the holders of
      shares of Common Stock shall be entitled to share equally, on a per share
      basis, in such dividends or distributions.

            (c) Voting. Each holder of Common Stock shall be entitled to vote on
      each matter (i) expressly required by the DGCL and (ii) otherwise
      submitted to a vote of the stockholders of the Corporation, including the
      election of directors, except for matters subject to a separate class vote
      by one or more classes and/or series of capital stock of the Corporation
      other than the Common Stock to the extent such separate class vote is
      required by the DGCL or this Certificate. Each such holder shall be
      entitled to one vote per share of Common Stock on each matter to be voted
      on by such stock. The Common Stock shall have no cumulative voting rights.

            (d) Liquidation. After the payments to the holders of Series A
      Preferred pursuant to Article FOURTH, Section II(b)5 of this Certificate,
      the holders of Common Stock shall be entitled to liquidation
      distributions, if any.

            (e) Restrictions. No holder of any of the shares of the capital
      stock of the Corporation, including without limitation the Common Stock,
      whether now or hereafter authorized and issued, shall be entitled as of
      right to purchase or subscribe for (1) any unissued stock of any class, or
      (2) any additional shares of any class to be issued by reason of any
      increase of the authorized capital stock of the Corporation of any class,
      or (3) bonds, certificates of indebtedness, debentures or other securities
      convertible into stock of the Corporation, or carrying any right to
      purchase stock of any class, but any such unissued stock or such
      additional authorized issue of any stock or of other securities
      convertible into stock, or carrying any right to purchase stock, may be
      issued and disposed of pursuant to resolution of the Board to such
      persons, firms, corporations or associations and upon such terms as may be
      deemed advisable by the Board in the exercise of its discretion.

                               II. Preferred Stock

            (a) Preferred Stock. The Board of Directors, in the exercise of its
      discretion, is authorized to issue the undesignated Preferred Stock in one
      or more series, to determine the powers, preferences and rights, and
      qualifications, limitations or restrictions, granted to or imposed upon
      any wholly unissued series of undesignated Preferred Stock, and to fix the
      number of shares constituting any series and the designation of such
      series, without any further vote or action by the stockholders. No holder
      of any of the shares of any series of Preferred Stock of the Corporation,
      whether now or hereafter authorized and issued, shall be entitled as of
      right to purchase or subscribe for (1) any unissued stock of any class, or
      (2) any additional shares of any class to be issued by reason of any
      increase of the authorized capital stock of the Corporation of any class,
      or (3) bonds, certificates of indebtedness, debentures or other securities


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      convertible into stock of the Corporation, or carrying any right to
      purchase stock of any class; but any such unissued stock or such
      additional authorized issue of such stock or of other securities
      convertible into such stock, or carrying any right to purchase such stock,
      may be issued and disposed of pursuant to resolution of the Board of
      Directors to such persons, firms, partnerships, corporations, associations
      or other entities and upon such terms as may be deemed advisable by the
      Board of Directors in the exercise of its discretion.

            (b) Series A Preferred.

      1.    Designation. There shall be a series of Preferred Stock designated
            as "Series A Convertible Preferred Stock" (the "Series A
            Preferred"). The number of shares constituting the Series A
            Preferred shall be Two Million (2,000,000). In accordance with the
            terms hereof, each share of Series A Preferred shall have the same
            relative rights as and be identical in all respects with each other
            share of Series A Preferred and each shall have the powers,
            designations, preferences and rights set forth in this Section
            II(b).

      2.    Dividends.

            a.    General. Dividends on each issued and outstanding share of the
                  Series A Preferred shall accrue at an annual rate of six
                  percent (6%) of the Series A Stated Value, compounded
                  quarterly, from and including the Series A Original Issuance
                  Date to and including the first to occur of (i) the date on
                  which such share of Series A Preferred is redeemed by the
                  Corporation as provided in Section II(b)7 below or (ii) the
                  date on which such share of Series A Preferred is converted
                  into shares of Common Stock as provided in Section II(b)6
                  below.

            b.    Payment of Quarterly Dividends. Subject to Section II(b)2.a,
                  to the extent permitted under the DGCL, the Corporation shall
                  pay preferential cumulative dividends quarterly in shares of
                  Common Stock ("Dividend Shares") to the holders of the Series
                  A Preferred for each of the calendar quarters ending on the
                  last day of March, June, September and December. Such dividend
                  shall be paid, in arrears, within ten (10) business days from
                  the end of the quarter. The number of Dividend Shares issuable
                  in connection with the payment of the dividend shall be
                  calculated as follows: (i) if, on the last day of the quarter
                  immediately preceding payment of a dividend, the Common Stock
                  is publicly traded, by dividing (A) the Quarterly Dividend
                  Amount by (B) the Average Public Trading Price of Common Stock
                  for the ten (10) business days immediately prior to the end of
                  the respective quarter; and (ii) if, on the last day of the
                  quarter immediately preceding payment of a dividend, the
                  Common Stock is not publicly traded, by dividing (A) the
                  Quarterly Dividend Amount by (B) the Private Per Share Amount.
                  Such dividends shall


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                  accrue whether or not they have been declared and whether or
                  not there are profits, surplus or other funds of the
                  Corporation legally available for the payment of dividends,
                  and such dividends shall be cumulative such that all accrued
                  and unpaid dividends shall be fully paid before any dividends,
                  distributions, redemptions or other payments may be made with
                  respect to any Pari Passu Securities, the Common Stock or any
                  other Series A Junior Securities. Prior to the payment of each
                  dividend required by this Section II(b)2.b, the Corporation
                  shall take all such actions as are necessary in order to
                  insure that the Dividend Shares shall be validly issued, fully
                  paid and nonassessable, free and clear of all taxes, liens,
                  charges and encumbrances with respect to the issuance thereof.

            c.    Most-Favored Registration of Dividend Shares. If the Common
                  Stock is registered as a class under Section 12 of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), then the holders of the Series A Preferred shall at all
                  times be entitled to require that the Corporation register
                  such holders' Dividend Shares for resale (in accordance with
                  all applicable securities laws), in accordance with the most
                  preferential registration rights of any Corporation security
                  now in existence or subsequently authorized. To the extent
                  that no Corporation security has registration rights
                  preferable to those of the Series A Preferred, the Corporation
                  shall be required to provide the holders of Series A Preferred
                  with the registration rights described in Section II(b)2.d
                  below.

            d.    Series A Preferred Minimum Registration Rights for Dividend
                  Shares. If the Corporation at any time proposes to file a
                  registration statement to register any of its securities under
                  the Securities Act of 1933, as amended (the "Securities
                  Act")(except for a registration filed on Forms S-4 or S-8),
                  whether or not for sale for its own account, it will at each
                  such time give prompt written notice to the holders of the
                  Series A Preferred outstanding of its intention to do so. Upon
                  the written request of a holder of the Series A Preferred
                  outstanding (the "Requesting Holder"), which request shall
                  specify the amount of Dividend Shares the Requesting Holder
                  wants included in any such registration statement, made as
                  promptly as practicable and in any event within ten (10) days
                  after the receipt of notice from the Corporation, the
                  Corporation will use its best efforts to effect the
                  registration under the Securities Act of all the Dividend
                  Shares which the Corporation has been so requested to register
                  by the Requesting Holder (a "Piggy-Back Registration").
                  However, if the managing underwriter of any underwritten
                  offering in its sole discretion determines that the total
                  amount of Dividend Shares requested to be included in such
                  registration would jeopardize the success of the offering by
                  the Corporation, then the Corporation shall include in such
                  registration, only the


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                  number which the Corporation is so advised can be sold in (or
                  during the time of) such offering; provided, that if Common
                  Stock are being offered for the account of other selling
                  shareholders as well as the Corporation, any reduction in the
                  amount of Dividend Shares included in such offering shall be
                  in equal proportion to reductions imposed on such other
                  selling shareholders.

            e.    Rule 144(k). Notwithstanding Sections II(b)2.c and d above,
                  the Corporation shall not be required to register any Dividend
                  Shares which can be immediately sold pursuant to Rule 144(k)
                  promulgated under the Securities Act.

            f.    Distribution of Partial Dividend Payments. Except as otherwise
                  provided herein, if at any time the Corporation pays less than
                  the total amount of dividends then accrued with respect to the
                  Series A Preferred, such payment shall be distributed pro rata
                  among the holders thereof based upon the aggregate accrued but
                  unpaid dividends on the Series A Preferred held by each such
                  holder.

            g.    Treatment of Accrued and Unpaid Dividends. Upon any
                  liquidation, conversion or redemption of shares of Series A
                  Preferred into Common Stock, as provided in Sections II(b)5-7
                  below, all accrued and unpaid dividends on the Series A
                  Preferred shall be paid.

            h.    Election to Receive Cash Dividends. If, at any time, the
                  Corporation pays cash dividends to holders of Common Stock,
                  then the holders of a majority of the Series A Preferred, may,
                  at its option, elect to have all future Quarterly Dividend
                  Amounts paid in cash.

      3.    Restrictions on Distributions. Except: (a) to the extent that in any
            instance approval is provided in writing by the holders of a
            majority of the outstanding shares of Series A Preferred voting as a
            separate class; (b) as provided for pursuant to Section II(b)2
            hereof; or (c) in the ordinary course of business pursuant to
            Section 170 of the DGCL, provided that the maximum annual
            distribution contemplated by this clause (c) shall not exceed five
            percent (5%) of the Corporation's surplus (as determined in
            accordance with Sections 154 and 244 of the DGCL) or net profits
            otherwise available for such distribution under the DGCL; with
            respect to any of the foregoing cases, for so long as any shares of
            Series A Preferred are outstanding, the Corporation shall not
            declare or pay any dividends on, make any distributions on, or
            purchase, redeem, retire, or otherwise acquire for value, any shares
            of its capital stock (or rights, options or warrants to purchase
            such shares) now or hereafter outstanding, return any capital or
            make any distribution to the holders of any capital stock, or permit
            any Subsidiary (as defined below) to do any of the foregoing.
            "Subsidiary" or "Subsidiaries"


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            means any corporation, partnership, or joint venture or other entity
            of which the Corporation and/or any of its other Subsidiaries (as
            herein defined) directly or indirectly owns at the time at least
            fifty percent (50%) of the outstanding voting shares or similar
            interests. Notwithstanding the foregoing, Subsidiaries may declare
            and make payment of cash and stock dividends, return capital and
            make distributions of assets to the Corporation. Nothing contained
            in this Section II(b)3 shall prevent the Corporation from: (i)
            effecting a stock split or declaring or paying any dividend
            consisting of shares of any class of capital stock paid to the
            holders of shares of such class of capital stock; (ii) complying
            with any specific provision of the terms of any currently or
            subsequently designated series of Preferred Stock in accordance with
            its terms; (iii) redeeming or repurchasing any stock of a deceased
            stockholder out of proceeds of insurance held by the Corporation on
            that stockholder's life; or (iv) redeeming or repurchasing any stock
            of any director, officer, employee, advisor, consultant or other
            person or entity, pursuant to a stock repurchase agreement or stock
            restriction agreement under which the Corporation has the right or
            obligation to repurchase such shares in the event of death,
            termination of employment or of the consulting arrangement, or other
            similar discontinuation of a business relationship at a price not in
            excess of the original purchase price of such shares.

      4.    Voting Rights.

            a.    General. In addition to the rights specified in Section
                  II(b)4.b below and any other rights provided in the
                  Corporation's By-laws or by law, the holders of the Series A
                  Preferred shall be entitled to notice of all stockholders
                  meetings in accordance with the By-laws at the same time and
                  in the same manner as notice is given to all other
                  stockholders entitled to vote at such meetings. Except as
                  otherwise provided herein or required by applicable law, the
                  holders of the Series A Preferred shall be entitled to vote on
                  all matters submitted to the stockholders for a vote
                  (including without limitation the election of directors),
                  voting as a single class with the Common Stock and other
                  securities that vote with the Common Stock, with the holders
                  of Series A Preferred entitled to one vote for each share of
                  Series A Preferred held as of the record date for such vote
                  or, if no record date is specified, as of the date of such
                  vote.

            b.    Special. The Corporation shall not, without the affirmative
                  vote of the holders of a majority of the Series A Preferred
                  then outstanding:

                        i.    authorize, create (by way of reclassification or
                              otherwise) or issue any additional shares of
                              Series A Preferred, or any other securities which
                              are senior to the Series A Preferred as to
                              dividends, distributions or


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                              distributions upon liquidation, winding up or
                              dissolution of the Corporation ("Senior
                              Securities") or any obligation or security
                              convertible into, exchangeable for or evidencing
                              the right to purchase any Senior Securities;

                        ii.   amend or otherwise alter this Certificate in any
                              manner that adversely affects the rights,
                              privileges and preferences of the Series A
                              Preferred as set forth in this Certificate; or

                        iii.  take any action requiring a vote of stockholders
                              of the Corporation that adversely affects the
                              rights, preferences and privileges of the Series A
                              Preferred set forth in this Certificate.

      5.    Liquidation Preference.

            a.    Preference on Liquidation. In the event that the Corporation
                  shall liquidate, dissolve or wind up, whether voluntarily or
                  involuntarily, or if there shall occur any reduction or
                  decrease in the Corporation's equity securities resulting in a
                  distribution of assets to the holders of any class or series
                  of the Corporation's equity securities, the holders of each
                  share of Series A Preferred shall be entitled to receive out
                  of the assets of the Corporation available for distribution to
                  holders of the Corporation's capital stock of all classes,
                  whether such assets are capital, surplus or earnings
                  ("Available Assets"), before any distribution or payment is
                  made to any holders of Pari Passu Securities, Common Stock or
                  Series A Junior Securities, or any other class or series of
                  capital stock of the Corporation designated to be junior to
                  the Series A Preferred in liquidation preference, jointly (to
                  the extent there exist more than one Series A Preferred
                  holder), the Vacman Property (the "Vacman Preference");
                  provided, that, if the total value of the Vacman Preference
                  (as determined in accordance with Section II(b)5.c below) is:
                  (i) less than the product of (a) the Series A Stated Value
                  multiplied by (b) the total number of then issued and
                  outstanding shares of Series A Preferred (such product being
                  the "Liquidation Value"), then a percentage ownership interest
                  in Available Assets equal to the difference between the
                  Liquidation Value and the Vacman Preference (such difference
                  being the "Shortfall Preference") equal to each Series A
                  Preferred holder's percentage ownership interest in the
                  authorized Series A Preferred shall be distributed to each
                  such Series A Preferred holder; or (ii) greater than the
                  Liquidation Value, then, the Series A Preferred holders shall,
                  at their option, either (a) accept the Vacman Property,
                  acknowledge and agree to the third party valuation thereof and
                  pay to the Corporation the difference between the Liquidation
                  Value and the Vacman Preference or


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                  (b) reject the Vacman Property and require that the
                  Corporation sell the Vacman Property at auction, the proceeds
                  of which, up to a maximum amount of the Liquidation Value,
                  shall be distributed by the Corporation pro rata to the
                  holders of the Series A Preferred. The aggregate value of the
                  Vacman Preference, as adjusted if necessary, and the Shortfall
                  Preference, if any, shall be equal to, and shall mean, the
                  "Liquidation Preference".

            b.    Participation Rights. Upon payment in full of the Liquidation
                  Preference, the remaining Available Assets, if any, shall be
                  ratably distributed: first, on a share for share basis, among
                  the holders of the Common Stock and any Pari Passu Securities;
                  and second, on a share for share basis, among the holders of
                  any Series A Junior Securities. The Series A Preferred shall
                  not be entitled to a distribution of any remaining Available
                  Assets.

            c.    Form of Consideration. Whenever the distribution provided for
                  in this Section II(b)5 shall be payable in securities or
                  property other than cash, the value of such securities or
                  property shall be the fair market value thereof as determined
                  by the Board in good faith; provided, that (1) the value of
                  the Vacman Property shall be determined by a third party
                  mutually agreeable to the Corporation and the Series A
                  Preferred holders, following the distribution of the Vacman
                  Property to the holders of the Series A Preferred; and (2) to
                  the extent any securities or other property (other than the
                  Vacman Property) contemplated by this Section II(b)5.c are, as
                  of the date of distribution, traded on a public exchange or
                  otherwise have a fair market value readily accessible by
                  reference to a publicly available source, the Board shall
                  determine the fair market value of such securities or other
                  property to be equal in value as reported on such publicly
                  available source as of such date.

      6.    Conversion.

            a.    Conversion Right. The Series A Preferred may be converted by
                  any holder thereof, in such holder's sole discretion, as
                  follows:

                        i.    Commencing on the second anniversary date of the
                              Series A Original Issuance Date (the "1st
                              Conversion Date") each share of Series A
                              Preferred, up to a maximum of five hundred
                              thousand (500,000) shares (the "1st Conversion
                              Date Shares"), may be converted into an equal
                              number of shares of Common Stock;

                        ii.   Commencing on or after the third anniversary date
                              of the Series A Original Issuance Date (the "2nd
                              Conversion Date") each share of Series A
                              Preferred, up to a maximum of five hundred
                              thousand (500,000) shares,


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                              plus any 1st Conversion Date Shares not previously
                              converted, may be converted into an equal number
                              of shares of Common Stock; and

                        iii.  Commencing on or after the fourth anniversary date
                              of the Series A Original Issuance Date (the "3rd
                              Conversion Date") each issued and outstanding
                              share of Series A Preferred not converted in to
                              Common Stock prior to the 3rd Conversion Date may
                              be converted into an equal number of shares of
                              Common Stock.

            b.    Conversion Procedure.

                        i.    Each conversion of Series A Preferred shall be
                              deemed to have been effected as of the close of
                              business on the date on which the certificate or
                              certificates representing the Series A Preferred
                              to be converted have been surrendered for
                              conversion at the principal office of the
                              Corporation. At the time any such conversion has
                              been effected, the rights of the holder of the
                              shares of Series A Preferred converted as a holder
                              of Series A Preferred shall cease and the Person
                              or Persons in whose name or names any certificate
                              or certificates for shares of Common Stock are to
                              be issued upon such conversion (the "Conversion
                              Shares") shall be deemed to have become the holder
                              or holders of record of the shares of Common Stock
                              represented thereby.

                        ii.   The issuance of certificates for the Conversion
                              Shares shall be made without charge to the holders
                              of such Series A Preferred for any issuance tax in
                              respect thereof or other cost incurred by the
                              Corporation in connection with such conversion and
                              the related issuance of shares of Common Stock.

                        iii.  The Corporation will at no time close its transfer
                              books against the transfer of any shares of Series
                              A Preferred or of any share of Common Stock issued
                              or issuable upon conversion of any shares of
                              Series A Preferred in any manner which interferes
                              with the timely conversion of such shares of
                              Series A Preferred, except as may otherwise be
                              required to comply with applicable securities or
                              tax laws.

                        iv.   Upon conversion of each share of Series A
                              Preferred, the Corporation shall take all such
                              actions as are necessary in order to insure that
                              the Conversion Shares shall be validly issued,
                              fully paid and nonassessable, free and clear of
                              all taxes, liens, charges and encumbrances with
                              respect to the issuance thereof.


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<PAGE>

                        v.    Most-Favored Registration of Conversion Shares. If
                              the Common Stock is registered as a class under
                              Section 12 of the Exchange Act, then the holders
                              of the Series A Preferred shall at all times be
                              entitled to require that the Corporation register
                              such holders' Conversion Shares for resale (in
                              accordance with all applicable securities laws),
                              in accordance with the most preferential
                              registration rights of any Corporation security
                              now in existence or subsequently authorized. To
                              the extent that no Corporation security has
                              registration rights preferable to those of the
                              Series A Preferred, the Corporation shall be
                              required to provide the holders of Series A
                              Preferred with the registration rights described
                              in Section II(b)6.b.vi below.

                        vi.   Series A Preferred Minimum Registration Rights for
                              Conversion Shares. If the Corporation at any time
                              proposes to file a registration statement to
                              register any of its securities under the
                              Securities Act (except for a registration filed on
                              Forms S-4 or S-8), whether or not for sale for its
                              own account, it will at each such time give prompt
                              written notice to the holders of the Series A
                              Preferred outstanding of its intention to do so.
                              Upon the written request of a Requesting Holder,
                              which request shall specify the amount of
                              Conversion Shares the Requesting Holder wants
                              included in any such registration statement, made
                              as promptly as practicable and in any event within
                              ten (10) days after the receipt of notice from the
                              Corporation, the Corporation will use its best
                              efforts to effect a Piggy-Back Registration with
                              respect to such Conversion Shares. However, if the
                              managing underwriter of any underwritten offering
                              in its sole discretion determines that the total
                              amount of Conversion Shares requested to be
                              included in such registration would jeopardize the
                              success of the offering by the Corporation, then
                              the Corporation shall include in such
                              registration, only the number which the
                              Corporation is so advised can be sold in (or
                              during the time of) such offering; provided, that
                              if Common Stock are being offered for the account
                              of other selling shareholders as well as the
                              Corporation, any reduction in the amount of
                              Conversion Shares included in such offering shall
                              be in equal proportion to reductions imposed on
                              such other selling shareholders.

                        vii.  Rule 144(k). Notwithstanding Sections II(b)6.b.v
                              and vi above, the Corporation shall not be
                              required to register any Conversion Shares which
                              can be immediately sold pursuant to Rule 144(k)
                              promulgated under the Securities Act.


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<PAGE>

            c.    Subdivisions or Combinations of Common Stock. If the
                  Corporation at any time subdivides (by any stock split, stock
                  dividend, recapitalization or otherwise) one or more classes
                  of its outstanding shares of Common Stock into a greater
                  number of shares, the number of shares of Common Stock that
                  the Series A Preferred are convertible into immediately prior
                  to such subdivision shall be increased proportionately, and if
                  the Corporation at any time combines (by reverse stock split
                  or otherwise) its outstanding shares of Common Stock into a
                  smaller number of shares, the number shares of Common Stock
                  that the Series A Preferred are convertible into immediately
                  prior to such combination shall be reduced proportionately.

            d.    Material Change; Recapitalization, Reorganization or
                  Reclassification. If (i) the Common Stock shall be changed
                  into the same or different number of shares of any other class
                  or classes of capital stock, whether by capital
                  reorganization, recapitalization, reclassification or
                  otherwise (other than pursuant to a stock split or combination
                  of the Common Stock), or (ii) in the event of a Material
                  Change, then, in each such event, the holder of each share of
                  Series A Preferred shall have the right thereafter to receive,
                  upon the terms and conditions specified herein and in lieu of
                  the shares of Common Stock immediately theretofore receivable
                  upon the conversion of such shares of Series A Preferred, such
                  shares, securities or assets as may be issued or payable with
                  respect to or in exchange for the number of shares of Common
                  Stock equal to the number of shares of Common Stock
                  immediately receivable upon such conversion had such Material
                  Change, reorganization or reclassification not taken place,
                  and in any such case appropriate provisions shall be made with
                  respect to the rights and interests of such holder to the end
                  that the provisions hereof shall thereafter be applicable in
                  relation to any shares, securities or assets thereafter
                  deliverable upon the exercise of such conversion rights. The
                  provision for such conversion right to the holders of Series A
                  Preferred shall be a condition precedent to the consummation
                  by the Corporation of any such transaction.

            e.    Acceleration of Conversion Right.

                        i.    Options of Series A Preferred. At least ten (10)
                              business days prior to the consummation of a
                              Material Change, the Corporation and the other
                              holders of shares to the extent a party to such
                              event shall provide the holders of the shares of
                              Series A Preferred written notice of such event
                              (the "Event Notice"). Upon the election of a
                              Majority Interest of the holders of the shares of
                              Series A Preferred given to the Corporation within
                              five (5) business days after receipt of an Event
                              Notice, the Corporation shall, and each holder of
                              shares of Series A Preferred shall be entitled to
                              require, that prior to or concurrently with
                              consideration from any such Material


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                              Change being paid to the Corporation (if the
                              consideration is to be received by the Corporation
                              in an asset transaction), or by any third party to
                              stockholders of the Corporation other than holders
                              of Series A Preferred (if the consideration is to
                              be received directly by such stockholders in a
                              merger or stock purchase transaction), the holders
                              of shares of Series A Preferred shall, at their
                              option, be entitled to immediately convert their
                              existing shares of Series A Preferred into an
                              equivalent number of shares of Common Stock
                              (notwithstanding anything to the contrary in
                              Section II(b)6) and be issued by the Corporation
                              all accrued but undeclared Dividend Shares (the
                              "Accelerated Conversion Option").

                        ii.   Cancellation of Series A Preferred. Upon the
                              exercise by the holders of the Series A Preferred
                              of the Accelerated Conversion Option, the shares
                              of Series A Preferred shall be deemed cancelled
                              and shall no longer be outstanding and the holders
                              of such shares shall have no further rights in
                              respect thereof.

      7.    Redemption.

            a.    At any time, the Corporation shall be entitled to redeem for
                  cash, at its option, all but not less than all the issued and
                  outstanding shares of Series A Preferred, at a price of $1.00
                  per share.

            b.    If the Corporation does not redeem all the issued and
                  outstanding shares of Series A Preferred for cash, as provided
                  in Section II(b)7.a above, the Corporation shall be entitled
                  to redeem, at its option, the issued and outstanding shares of
                  Series A Preferred in increments of five hundred thousand
                  (500,000) shares, at a price of $1.00 per share, as follows:

                        i.    At any time: (i) prior to the 1st Conversion Date,
                              five hundred thousand (500,000) shares; (ii)
                              between the 1st Conversion Date and the date
                              immediately prior to the 2nd Conversion Date, a
                              maximum of one million (1,000,000), but in no
                              event less than five hundred thousand (500,000)
                              shares; and (iii) between the 2nd Conversion Date
                              and the date immediately prior to the 3rd
                              Conversion Date, any Series A Preferred remaining
                              issued and outstanding.

                        ii.   The Corporation shall provide five (5) days prior
                              written notice of redemption to the holder or
                              holders, as the case may be, of Series A Preferred
                              at their respective addresses appearing on the
                              books or transfer records of the Corporation or
                              such other address designated in


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<PAGE>

                              writing by such holder to the Corporation.

            c.    At the time any such redemption of Series A Preferred has been
                  effected, the rights of the holder of the shares of Series A
                  Preferred redeemed, as a holder of Series A Preferred shall
                  cease.

      8.    No Dilution or Impairment. The Corporation will not, by amendment of
            this Certificate or through any reorganization, transfer of capital
            stock or assets, consolidation, merger, dissolution, issue or sale
            of securities or any other voluntary action, avoid or seek to avoid
            the observance or performance of any of the terms of the Series A
            Preferred set forth herein, but will at all times in good faith
            assist in the carrying out of all such terms. Without limiting the
            generality of the foregoing, the Corporation will take such action
            as may be necessary or appropriate in order that the Corporation may
            validly and legally issue fully-paid and nonassessable shares of
            stock on the conversion of the Series A Preferred from time to time
            outstanding or as Dividend Shares pursuant to Section II(b)2.b.

      9.    Reservation of Capital Stock. The Corporation shall at all times
            reserve and keep available out of its authorized but unissued shares
            of Common Stock, shares of Common Stock solely for the purpose of
            effecting the conversion of the shares of the Series A Preferred,
            and if at any time the number of authorized but unissued shares of
            Common Stock shall not be sufficient to effect the conversion of all
            the then convertible outstanding shares of the Series A Preferred,
            the Corporation shall take such action as may be necessary to
            increase its authorized but unissued shares of Common Stock to such
            number of shares as shall be sufficient for such purpose.

      10.   General.

            a.    Except as otherwise expressly provided hereunder, all notices
                  referred to herein shall be in writing and shall be delivered
                  by registered or certified mail, return receipt requested and
                  postage prepaid, by reputable overnight courier service,
                  charges prepaid or by personal delivery, and shall be deemed
                  to have been given (i) three (3) business days after being
                  sent by registered or certified mail, (ii) one (1) business
                  day after being deposited with such an overnight courier
                  service, and (iii) upon delivery, if by personal delivery, if
                  mailed or delivered (A) to the Corporation, at its principal
                  executive offices, or (B) to any stockholder, at such holder's
                  address as it appears in the stock records of the Corporation
                  (unless otherwise indicated by any such holder).


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<PAGE>

      11.   Definitions.

                  "1st Conversion Date" has the meaning set forth in Section
            II(b)6.a.i above.

                  "1st Conversion Date Shares" has the meaning set forth in
            Section II(b)6.a.i above.

                  "2nd Conversion Date" has the meaning set forth in Section
            II(b)6.a.ii above.

                  "3rd Conversion Date" has the meaning set forth in Section
            II(b)6.a.iii above.

                  "Accelerated Conversion Option" is defined in Section
            II(b)6.e.i above.

                  "Available Assets" is defined in Section II(b)5.a above.

                  "Average Public Trading Price" means the average of the daily
            high and low sales prices for one share of Common Stock in its
            principal public trading market.

                  "Board" means the Board of Directors of the Corporation.

                  "By-laws" means the By-laws of the Corporation, as they may be
            amended from time to time.

                  "Conversion Shares" is defined in Section II(b)6.b.i above.

                  "Corporation" means SecureD Services, Inc., a Delaware
            corporation.

                  "Dividend Shares" is defined in Section II(b)2.b above.

                  "Event Notice" is defined in Section II(b)6.e.i above.

                  "Exchange Act" is defined in Section II(b)2.c above.

                  "Liquidation Preference" is defined in Section II(b)5.a above.

                  "Liquidation Value" is defined in Section II(b)5.a above.

                  "Majority Interest" means, with respect to a particular class
            of capital stock entitled to vote on a particular matter, the votes
            of such class of capital stock representing greater than fifty
            percent (50%) of the total number of votes eligible to be case on
            the matter being voted on.

                  "Material Change" means any acquisition of all or
            substantially all of the assets of the Corporation, or transaction
            or series of transactions involving the Corporation, or its
            securities, whether by consolidation, merger, purchase of shares of
            capital stock or other reorganization or combination or otherwise,
            in which the holders of the Corporation's outstanding shares of
            capital stock immediately prior to such transaction


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<PAGE>

            own, immediately after such transaction, securities representing
            less than fifty percent (50%) of the voting power of the entity
            surviving such transaction.

                  "Pari Passu Securities" means any of the Corporation's equity
            securities (whether or not currently authorized or outstanding) that
            by its terms are pari passu, other than with respect to the
            Liquidation Preference, with the Series A Preferred.

                  "Person" means an individual, a partnership, a corporation, a
            limited liability company, an association, a joint stock company, a
            trust, a joint venture, an unincorporated organization and a
            governmental entity or any department, agency or political
            subdivision thereof.

                  "Piggy-Back Registration" is defined in Section II(b)2.d
            above.

                  "Private Per Share Amount" means, if the Corporation is
            privately held and the Common Stock is not publicly traded: (a) at
            any time after the Series A Original Issuance Date but prior to the
            first anniversary thereof, an amount per share of Common Stock equal
            to the per share price for a share Common Stock paid by a
            third-party, non-Affiliate investor most recent in time prior to the
            determination of such Private Per Share Amount; or (b) on or at any
            time after the first anniversary of the Series A Original Issuance
            Date, an amount per share of Common Stock equal to the fair market
            value of such Common Stock as determined by the Board in good faith;
            provided, that, such good faith determination shall be based on a
            valuation of the Corporation as being equal to the greater of (1)
            the total revenue received by the Corporation during the twelve
            months immediately preceding such determination, and (2) seven (7)
            times the total earnings of the Corporation, before interest, taxes,
            depreciation and amortization, during the twelve months immediately
            preceding such determination,

                  "Quarterly Dividend Amount" means the amount determined by
            dividing (a) the amount resulting from multiplying (i) the Series A
            Stated Value for all the issued and outstanding Series A Preferred
            by (ii) the daily basis rate of six percent (6%) per annum; by (b)
            four (4).

                  "Requesting Holder" is defined in Section II(b)2.d above.

                  "Securities Act" is defined in Section II(b)2.d above.

                  "Senior Securities" is defined in Section II(b)4.b.i above.

                  "Series A Preferred" means the Series A Convertible Preferred
            Stock of the Corporation, $0.0001 par value.

                  "Series A Junior Securities" means any of the Corporation's
            equity securities (whether or not currently authorized or
            outstanding) that by its terms is junior to the Series A Preferred.


                                       15
<PAGE>

                  "Series A Original Issuance Date" means the date of the
            original issuance of Series A Preferred.

                  "Series A Stated Value" means an amount per Series A Preferred
            share equal to $1.00.

                  "Shortfall Preference" is defined in Section II(b)5.a above.

                  "Transaction Documents" means, collectively, that certain
            Asset Purchase Agreement, dated July 8, 2003 and effective as of
            July 1, 2003, by and between the Corporation and Vasco Data Security
            International, Inc., and all documents contemplated thereby to be
            entered into by and between the parties thereto, including, without
            limitation, the Promissory Note and the Security Agreement, as such
            terms are defined in such Asset Purchase Agreement.

                  "Vacman Preference" is defined in Section II(b)5.a above.

                  "Vacman Property" means the intellectual property rights to
            the "Snareworks" software of VACMAN Enterprises, a business unit of
            Vasco Data Security Inc., plus any and all enhancements,
            improvements or modifications made thereto, as such rights are more
            specifically described in that certain Asset Purchase Agreement,
            dated July 8, 2003 and effective as of July 1, 2003, by and between
            the Corporation and Vasco Data Security International, Inc.

            5. The Amendments of the Certificate of Incorporation herein
      certified have been duly adopted in accordance with the provisions of
      Section 141 of the DGCL by the Unanimous Written Consent of the Directors.

            6. This Certificate of Amendment shall become effective upon the
      filing hereof in the Office of the Secretary of State of the State of
      Delaware.

                           [SIGNATURE PAGE TO FOLLOW]


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<PAGE>

      Executed on this 17th day of July, 2003.

                         SOUTHERN SOFTWARE GROUP, INC.


                         By: /s/ Ernie Wagner
                             ------------------------------------
                             Ernie Wagner, President and Chief Executive Officer


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