ARTICLES OF INCORPORATION
                              (PURSUANT TO NR5 78)

                                 STATE OF NEVADA

Filed in the office of

the Secretary of State of the

State of Nevada

February 19, 1997
No. G-3331597

                                 STATE OF NEVADA

                               Secretary of State

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

NAME OF CORPORATION:  SPECTRUM VENTURES, INC.

2.   RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in Nevada
     where process may be served)

              NAME OF RESIDENT AGENT:  CORPORATE CREATIONS

              STREET ADDRESS:  1504 #8-RS265 MAIN STREET (PHYSICAL LOCATION ONLY
              NO MAIL ALLOWED) GARDNERVILLE,

              89410-5274

              MAILING ADDRESS (IF DIFFERENT):

              4521 PGA BOULEVARD SUITE 211, PALM BEACH GARDENS, FL 33410
              ------------------------------------------------------------------

3.   SHARES:  (number of shares the corporation is authorized to issue)

              NUMBER OF SHARES WITH PAR VALUE 20,000,000        PAR VALUE: $.001
Number of shares without par value:

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

4.   GOVERNING BOARD:  SHALL BE STYLED AS (CHECK ONE):  X DIRECTORS    Trustees

              THE FIRST BOARD OF DIRECTORS SHALL CONSIST OF ONE members and
names and address are as follows:

              DALE B. PINFROCK, JR. P.O. BOX 669 PALM BEACH, FL 33480
              --------------------------------       ---------------------------

5.   PURPOSE (optional - see reverse side): The purpose of the corporation shall
     be:

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

6.   NRS 78.037:  States that the articles of  incorporation  may also contain a
     provision  eliminating or limiting the personal  liability of a director or
     officer of the  corporation or its  stockholders  for damages for breach of
     fiduciary  duty as a director  or officer  except acts or  omissions  which
     include  misconduct or fraud. Do you want this provision to be part of your
     articles? Please check one of the following: YES X NO

7.   OTHER MATTERS: This form  includes the minimal  statutory  requirements  to
     incorporate  under NRS 78. You may attach  additional  information noted on
     separate pages. But, if any of the additional  information is contradictory
     to this form it cannot be filed and will be returned to you for correction.
     Number of pages attached __1___.

8.   SIGNATURES  OF  INCORPORATORS:  The  names  and  addresses  of  each of the
     incorporators signing the articles: (signature must be authorized).

     BRIAN R. FONS                                Subscribed and sworn to before
                                             me this 19th day of February, 1997.

     401 Ocean Drive #312  (Door Code 125)

     Miami Beach, FL  33139-6629                                   Notary Public

9.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT

     I,  CORPORATE CREATIONS hereby accept appointment as Resident Agent for the
above named corporation.

     ASST. SECRETARY
     Signature of Resident Agent                        2/19/97             Date


                                       2
<PAGE>



                            ARTICLES OF INCORPORATION
                              (PURSUANT TO NR5 78)

                                 STATE OF NEVADA

                                 STATE OF NEVADA

                               Secretary of State

--------------------------------------------------------------------------------
SHARES: Continued

     The Corporation  shall also have the authority to issue 1,000,000 shares of
preferred stock, par value $.001 per share, which may be divided into series and
with the preferences, limitations and relative rights determined by the Board of
Directors.

     The  Corporation  elects not to be governed by the provisions of NRS 78.378
to  78.3793  governing  the  acquisition  of  a  controlling   interest  in  the
Corporation.

         The Corporation also adopts the following additional provisions:

DENIAL OF PREEMPTIVE RIGHTS

     No shareholder  shall have any right to acquire shares or other  securities
of the  Corporation  except  to the  extent  such  right  may be  granted  by an
amendment to these Articles of  Incorporation or by a resolution of the Board of
Directors.

LIABILITY AN INDEMNIFICATION OF DIRECTORS AND OFFICERS

     To the  fullest  extent  permitted  by law,  no  director or officer of the
Corporation  shall be personally  liable to the Corporation or its  shareholders
for damages for breach of any duty owed to the Corporation or its  shareholders.
In  addition,  the  Corporation  shall have the  power,  in its Bylaws or in any
resolution  of its  stockholders  or  directors,  to undertake to indemnify  the
officers and directors of this  Corporation  against any contingency or peril as
may be determined to be in the best interest of this Corporation, and to procure
policies of insurance at this Corporation's expense.

AMENDMENT OF BYLAWS

     Notwithstanding anything in these Articles of Incorporation, the Bylaws, or
applicable  state  corporation law, the  shareholders  shall not adopt,  modify,
amend or repeal bylaws of the Corporation  except upon the affirmative vote of a
simple majority vote of the holders of all the issued and outstanding  shares of
the Corporation entitled to vote thereon.

SHAREHOLDERS

         Inspection of Books. The Board of Directors shall make reasonable rules
to determine at what times and places and under what conditions the books of the
Corporation shall be open to inspection by shareholders or a duly appointed
representative of a shareholder.


                                       3
<PAGE>

         Quorum.  The  holders of shares  entitle to  one-third  of the votes at
a meeting  of  shareholders  shall constitute a quorum.

         Required Vote.   Acts of  shareholders  shall  require the  approval of
holders of 50.01% of the  outstanding votes of shareholders.

CONTRACTS

     No contract or other  transaction  between this  Corporation or any person,
firm or other  company  shall be affected by the fact that any other  officer or
director  of this  Corporation  is, or at some time in the  future  becomes,  an
officer,  director or partner of such other contracting  party, or has now or in
the future obtains a direct or indirect interest in such contract.











                                       4
<PAGE>



              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                          Filed by: Vito A. Gambelunghe
                                    President

                             SPECTRUM VENTURES, INC.

     We, the undersigned, Vito A. Gambelunghe,  President and Michelle Michalow,
Assistant Secretary, of Spectrum Ventures, Inc. do hereby certify:

                   THAT THE BOARD OF DIRECTORS OF SAID CORPORATION AT A MEETING
DULY CONVENED, HELD ON THE 18TH day of February, 1999 adopted a resolution to
amend the original Articles of Incorporation to read as follows:

          Article  1. is  amended  to change  the name of the  corporation  from
          SPECTRUM VENTURES, INC. to COBRA TECHNOLOGIES, INC.

          Article 2. is partially  amended to change the Mailing  Address of the
          corporation from

                          4521 PGA Boulevard Suite 211,
                           Palm Beach Gardens, FL 3341

                                       to

                             1440 Coral Ridge Drive,
                         #313, Coral Springs, FL 33071.

     No other  Articles or portion of Articles of the Articles of  Incorporation
are amended and all of the same are hereby reaffirmed.

     The number of shares of the corporation outstanding and entitled to vote on
an  amendment  to the  Articles of  Incorporation  is  5,100,000;  that the said
changes and amendments have been consented to and approved by a majority vote of
the stockholders  holding at least a majority of each class of stock outstanding
and entitled to vote thereon.

                                          VITO A. GAMBELUNGHE, President

                       MICHELLE MICHALOW, Asst. Secretary

State of Florida         :
County of                : ss.

On  February  ,  1999,  personally  appeared  before  me,  Vito A.  Gambelunghe,
President of Spectrum  Ventures,  Inc.,  who  acknowledged  that he executed the
above instrument.

                                                                   Notary Public


                                       5
<PAGE>




                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                            COBRA TECHNOLOGIES, INC.



     Pursuant to Chapter 78 of the Nevada Statutes, the undersigned President of
COBRA  TECHNOLOGIES,  INC., a corporation  organized  and existing  under and by
virtue of the General Corporation Law of Nevada (the "Corporation"), does hereby
certify:

     FIRST:  That  pursuant to Written  Comments of the Board of Directors and a
Majority of the  Stockholders  of said  Corporation,  dated August 3, 1999,  the
Board of  Directors  and  Stockholders  holding a majority in  interests  of the
outstanding   shares  of  the   Corporation   approved  the   amendment  to  the
Corporation's Articles of Incorporation as follows:

     Article One of the Articles of Incorporation of this Corporation is amended
to read in its entirety as follows:

                                   ARTICLE ONE
                                      NAME

     The name of the Corporation is "CobraTec, Inc."

     The  foregoing  amendment  was adopted by Written  Consents of the Board of
Directors and a Majority of the Stockholders of the Corporation  dated August 3,
1999 acting by Written  Consent  pursuant  to Sections  78.315 and 78.320 of the
General  Corporation  of  Nevada.  Therefore,  the  number of votes cast for the
amendment to the  Corporation's  Articles of  Incorporation  was  sufficient for
approval.



<PAGE>



         IN WITNESS WHEREOF, the undersigned, being the President and Assistant
Secretary of this Corporation, has executed these Articles of Amendment as of
August ___ 3 , 1999.

                                 CobraTec, Inc.


                                            By: /s/ Vito A. Gambelunghe
                                                --------------------------------
                                                  Vito A. Gambelunghe, President



                                           By: /s/ Lionel Forde
                                               ---------------------------------
                                               Lionel Forde, Assistant Secretary



STATE OF      Florida               )
         ---------------------------
                                    ) SS:
COUNTY OF  Palm Beach               )
          --------------------------


     The foregoing was  acknowledged  before me this 11 day of August,  1999, by
Vito A. Gambelunghe and Lionel Forde.



                                                /s/ John Florentine
                                                  ------------------------------
                                                Notary Public


                                                 My Commission Expires:


                                                           John Florentine
                                                 Notary Public, State of Florida
                                                   My Comm. Expires May 19, 2000
                                                           No. CC SSS676
                                                    ----------------------------
                                                           1-800 _______







                                        2
<PAGE>







                              ARTICLE OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                                 COBRATEC, INC.




     Pursuant to Chapter 78 of the Nevada Statutes, the undersigned President of
COBRATEC,  INC., a corporation organized and existing under and by virtue of the
General Corporation Law of Nevada (the "Corporation"), does hereby certify:

     FIRST:  That  pursuant to Written  Comments of the Board of Directors and a
Majority of the  Stockholders  of said  Corporation,  dated October 3, 1999, the
Board of  Directors  and  Stockholders  holding a majority in  interests  of the
outstanding   shares  of  the   Corporation   approved  the   amendment  to  the
Corporation's Articles of Incorporation as follows:

     Article One of the Articles of Incorporation of this Corporation is amended
to read in its entirety as follows:

                                   ARTICLE ONE
                                      NAME

     The name of the Corporation is "CeleXx Corporation"

     The  foregoing  amendment  was adopted by Written  Consents of the Board of
Directors and a Majority of the Stockholders of the Corporation dated October 3,
1999 acting by Written  Consent  pursuant  to Sections  78.315 and 78.320 of the
General  Corporation  of  Nevada.  Therefore,  the  number of votes cast for the
amendment to the  Corporation's  Articles of  Incorporation  was  sufficient for
approval.



<PAGE>



         IN WITNESS WHEREOF, the undersigned, being the President and Assistant
Secretary of this Corporation, has executed these Articles of Amendment as of
October 3, 1999.

                                 CobraTec, Inc.


                                By: /s/ Douglas H. Forde
                                    --------------------------------------------
                                        Douglas H. Forde, President



                                By: /s/ Lionel Forde
                                    --------------------------------------------
                                        Lionel Forde, Assistant Secretary



STATE OF      FLORIDA               )
         ---------------------------
                                    ) SS:
COUNTY OF  BROWARD                  )
          --------------------------


     The foregoing was acknowledged  before me this 12 day of October,  1999, by
Vito A. Gambelunghe and Lionel Forde.



                                                     /s/ Helen O'Rourke
                                                     ---------------------------
                                                     Notary Public


                                                     My Commission Expires:


                                                        HELEN O'ROURKE
                                                 NOTARY PUBLIC, STATE OF FLORIDA
                                                     COMMISSION # CC621414
                                                     EXPIRES FEB 13, 2001
                                                       BONDED THROUGH
                                                   ATLANTIC BONDING CO. INC.




                                       2
<PAGE>




                                                                  FILED
        DEAN HELLER                                       IN THE OFFICE OF THE
        Secretary of State                             SECRETARY OF STATE OF THE
                                              Office Use Only:   STATE OF NEVADA
        101 North Carson Street, Suite 3
        Carson City, Nevada 89701-4786                          AUG 18 2000
       (775) 684-6708                                       No.    C 3315-97
                                                                -------------
Important: Read attached instruction before completing form.   /s/ Dean Heller
             -------------------------------------------------------------
                                                 DEAN HELLER, SECRETARY OF STATE
--------------------------------------------------------------------------------
              Certificate of Amendment to Articles of Incorporation
                         For Nevada Profit Corporations
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                             - Remit in Duplicate -


1.   Name of corporation:          CELEXX CORPORATION
                         -------------------------------------------------------

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

2.   The  articles  have  been  amended as  follows (provide article numbers, if
available):
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Art 36 amended to increase the authorized capital stock
__________________________________________________________ from 20,000,000 to
100,000,000 common stock (1) and
______________________________________________________________ from 1,000,000 to
20,000,000 preferred stock (2)
_________________________________________________________________

(1) Both classes at $.001 Par Value _______ (2) Both classes at $.001 Par Value

3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is:     majority          .*
                                                        ------------------------
4.   Signatures (Required):

/s/ Douglas H. Forde                              /s/ John Straatsma
------------------------------                    ------------------------------
President or Vice President        and             Secretary or Asst. Secretary

*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.

IMPORTANT:  Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.