Exhibit 3.1


                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           EXIGENT INTERNATIONAL, INC.


     1. The original name of this  corporation  is Exigent  International,  Inc.
(the  "Corporation")  and the date of  filing  of the  original  Certificate  of
Incorporation  of the  Corporation  with the  Secretary of State of the State of
Delaware is March 25, 1996, which  Certificate of Incorporation  was amended and
restated  by the  Amended  and  Restated  Certificate  of  Incorporation  of the
Corporation  filed with the  Secretary  of the State of  Delaware on October 28,
1996.

     2. This Second  Amended  and  Restated  Certificate  of  Incorporation  was
proposed  for  adoption  by the Board of  Directors  and  adopted by vote of the
stockholders of the Corporation  pursuant to Sections 242 and 245 of the General
Corporation Law of the State of Delaware.

     3.   Accordingly,   the  Restated   Certificate  of  Incorporation  of  the
Corporation,  as previously  amended,  is hereby  deleted in its entirety and is
amended and restated to read as follows:

                                   ARTICLE ONE

                                      NAME

     1.1  The  name of the  Corporation  is  Exigent  International,  Inc.  (the
"Corporation").


                                   ARTICLE TWO

                                REGISTERED OFFICE

     2.1 The address of the registered  office of the  Corporation in the County
of New Castle of the State of Delaware is Corporation Trust Center,  1209 Orange
Street, Wilmington, Delaware 19801, and the name of the registered agent at such
address is The Corporation Trust Company.


                                  ARTICLE THREE

                              PURPOSE AND DURATION

     3.1 The nature of the business or purposes 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,  and by such  statement  all
lawful acts and  activities  shall be within the  purposes  of the  Corporation,
except for  express  limitations,  if any.  The  Corporation  shall  possess and
exercise all the powers and privileges granted by the General Corporation Law of
the State of Delaware,  by any other law or by this Second  Amended and Restated
Certificate of Incorporation, together with any powers incidental thereto as far
as such powers and  privileges  are  necessary  or  convenient  to the  conduct,
promotion,  or  attainment  of the  purposes of the  Corporation.  The period of
duration of the Corporation shall be perpetual.


                                  ARTICLE FOUR

                                CAPITAL STRUCTURE

     4.1 The total number of shares which the Corporation is authorized to issue
is  45,700,000  shares of which  40,000,000  shares shall be  designated  Common
Shares  par  value  $0.01  per  share  ("Common  Shares"),  5,000,000  shall  be
designated  Preferred Shares par value $0.01 per share ("Preferred  Shares") and
700,000 shall be designated  Class A Preferred  Shares par value $0.01 per share
("Class A Preferred  Shares").  For purposes of this Second Amended and Restated
Certificate of Incorporation, "Class A Preferred Shares" are not part of and are
distinct from the "Preferred  Shares." No holder of shares of any class of stock
of the Corporation now or hereafter  authorized  shall be entitled to cumulative
voting or shall have any  preferential  or  preemptive  right to subscribe  for,
purchase or receive any shares of the  Corporation of any class now or hereafter
authorized,  or any  portions or warrants  for such  shares,  or any  securities
convertible  into or  exchangeable  for such  shares,  which  may at any time be
issued, sold or offered for sale by the Corporation.

     4.2 The designations,  preferences,  powers,  qualifications and special or
relative rights or privileges of the capital stock of the  Corporation  shall be
as set forth in ARTICLES FIVE, SIX and SEVEN below.


                                  ARTICLE FIVE

                                  COMMON SHARES

     5.1 Except as herein otherwise expressly provided in this ARTICLE FIVE, all
Common Shares shall be identical  and shall  entitle the holders  thereof to the
same rights and privileges.

     5.2 (a) When,  as and if  dividends  on Common  Shares are  declared by the
Corporation's  Board of  Directors,  whether  payable in cash, in property or in
securities of the Corporation, the holders of Common Shares shall be entitled to
share equally in and to receive,  in accordance with the number of Common Shares
held by each such holder, all such dividends.

     (b) Dividends payable under this Paragraph 5.2 shall be paid to the holders
of record of the  outstanding  Common  Shares as their names shall appear on the
stock  register  of the  Corporation  on the  record  date fixed by the Board of
Directors  of the  Corporation  in advance of  declaration  and  payment of each
dividend.  Any  dividends  paid in shares  shall be paid in Common  Shares.  Any
Common Shares issued as a dividend pursuant to this Paragraph 5.2 shall, when so
issued, be duly authorized,  validly issued,  fully paid and  non-assessable and
free of all liens and  charges.  The  Corporation  shall not issue  fractions of
Common  Shares on payment of such  dividend  but shall  issue a whole  number of
shares to such holder of Common Shares  rounded up or down in the  Corporation's
sole  discretion  to the  nearest  whole  number,  without  compensation  to the
stockholder whose fractional share has been rounded down or from any stockholder
whose fractional share has been rounded up.

     (c) Notwithstanding anything contained herein to the contrary, no dividends
on Common  Shares shall be declared by the  Corporation's  Board of Directors or
paid  or set  apart  for  payment  by the  Corporation  at any  time  that  such
declaration, payment, or setting apart is prohibited by applicable law.

     5.3 The Corporation  shall not in any manner subdivide (by any stock split,
reclassification,  stock dividend, recapitalization or otherwise) or combine the
outstanding  shares of one class of Common Shares unless the outstanding  shares
of all classes of Common Shares shall be proportionately subdivided or combined.

     5.4  Upon  any  voluntary  or  involuntary   liquidation,   dissolution  or
winding-up of the affairs of the Corporation, after payment shall have been made
to holders of outstanding Preferred Shares and Class A Preferred Shares, if any,
of the full amount of which they are  entitled  pursuant to this Second  Amended
and  Restated  Certificate  of  Incorporation  and any  resolutions  that may be
adopted from time to time by the Corporation's Board of Directors, in accordance
with  ARTICLE  SIX  below  (for  the  purpose  of  fixing  the  voting   rights,
designations,  preferences and relative participating, optional or other special
rights of any class or series of Preferred Shares), the holders of Common Shares
shall be entitled, to the exclusion of the holders of Preferred Shares and Class
A Preferred Shares,  if any, to share ratably,  in accordance with the number of
Common  Shares  held  by  each  such  holder,  in all  remaining  assets  of the
Corporation  available  for  distribution  among the  holders of Common  Shares,
whether such assets are capital,  surplus, or earnings. For the purposes of this
Paragraph 5.4,  neither the  consolidation  or merger of the Corporation with or
into any other  corporation or  corporations  in which the  stockholders  of the
Corporation  receive  capital  stock and/or  other  securities  (including  debt
securities) of the acquiring  corporation  (or of the direct or indirect  parent
corporation of the acquiring  corporation),  nor the sale,  lease or transfer by
the  Corporation  of all or any part of its  assets,  nor the  reduction  of the
capital  stock  of  the  Corporation,  shall  be  deemed  to be a  voluntary  or
involuntary liquidation,  dissolution, or winding-up of the Corporation as those
terms are used in this Paragraph 5.4.

     5.5 Each  holder of Common  Shares  shall be  entitled to one vote for each
share of such stock issued and  outstanding and registered in such holder's name
and shall be  entitled  to vote upon such  matters  and in such manner as may be
provided by Delaware  law and this Second  Amended and Restated  Certificate  of
Incorporation.


                                   ARTICLE SIX

                                PREFERRED SHARES

     6.1 Shares of  Preferred  Shares may be issued  from time to time in one or
more series as may be determined  by the Board of Directors of the  Corporation.
Subject to the  provisions of this Second  Amended and Restated  Certificate  of
Incorporation and this ARTICLE SIX, the Board of Directors of the Corporation is
authorized  to  determine  or alter  the  rights,  preferences,  privileges  and
restrictions  granted to or imposed upon any wholly  unissued class or series of
Preferred  Shares  and,  within  the  limits  and  restrictions  stated  in  any
resolution  or  resolutions  of  the  Board  of  Directors  of  the  Corporation
originally fixing the number of shares  constituting any such additional series,
to increase or decrease  (but not below the number of shares of such series then
outstanding)  the number of shares of any such additional  series  subsequent to
the issue of shares of that series.

     6.2 Authorized and unissued  shares of Preferred  Shares may be issued with
such  designations,   voting  powers,  preferences  and  relative  participating
optional  or  other  special  rights,   and   qualifications,   limitations  and
restrictions  on such rights,  as the Board of Directors of the  Corporation may
authorize by resolutions duly adopted prior to the issuance of any shares of any
class or series of  Preferred  Shares,  including,  but not  limited to: (i) the
distinctive  designation  of each  series  and the  number of  shares  that will
constitute such series; (ii) the voting rights, if any, of shares of such series
and  whether  the shares of any such  series  having  voting  rights  shall have
multiple votes per share;  (iii) the dividend rate on the shares of such series,
any  restriction,  limitation or condition  upon the payment of such  dividends,
whether  dividends  shall be  cumulative  and the dates on which  dividends  are
payable;  (iv) the prices at which,  and the terms and conditions on which,  the
shares of such series may be redeemed,  if such shares are  redeemable;  (v) the
purchase or sinking fund  provisions,  if any, for the purchase or redemption of
shares of such series;  (vi) any preferential amount payable upon shares of such
series in the event of the liquidation, dissolution or winding-up of the Company
or the  distribution of its assets;  and (vii) the prices or rates of conversion
at which, and the terms and conditions on which, the shares are convertible.

     6.3 Any and all shares  issued and for which  full  consideration  has been
paid or delivered  shall be deemed fully paid stock and the holder thereof shall
not be liable for any further payment thereon.


                                  ARTICLE SEVEN

                            CLASS A PREFERRED SHARES

     7.1 Class A Preferred  Shares  shall have a stated value of $2.50 per share
and shall be identical in all respects and have equal rights and privileges with
Common Shares, except as otherwise provided herein.

     7.2 (a) The Common  Shares and Class A  Preferred  Shares  shall have equal
dividend rights and the Corporation shall not declare or pay dividends on shares
of one of such classes  unless an equal amount is declared and paid on shares of
the other class on a per share basis.

     (b) Dividends payable under this Paragraph 7.2 shall be paid to the holders
of record of the  outstanding  Class A  Preferred  Shares as their  names  shall
appear on the stock register of the  Corporation on the record date fixed by the
Board of Directors of the  Corporation in advance of declaration  and payment of
each dividend.

     (c) Notwithstanding anything contained herein to the contrary, no dividends
on Class A Preferred  Shares  shall be declared  by the  Corporation's  Board of
Directors or paid or set apart for payment by the  Corporation  at any time that
such declaration, payment, or setting apart is prohibited by applicable law.

     7.3 The Corporation  shall not in any manner subdivide (by any stock split,
reclassification,  stock dividend, recapitalization or otherwise) or combine the
outstanding  shares of either Common Shares or Class A Preferred  Shares without
at the same time making a proportionate  subdivision or combination of shares of
both such  classes;  except that any  dividends  paid in shares shall be paid in
Common Shares.

     7.4 Each holder of Class A Preferred  Shares  shall be entitled to one vote
for each  share of such stock  issued and  outstanding  and  registered  in such
holder's  name and shall  vote with the  holders of Common  Shares,  as a single
class, and shall be entitled to vote upon such matters and in such manner as may
be provided by Delaware law and this Second Amended and Restated  Certificate of
Incorporation.

     7.5 (a) Each holder of record of Class A  Preferred  Shares may at any time
or from time to time,  in such  holder's  sole  discretion  and at such holder's
option,  convert  any whole  number or all of such  holder's  Class A  Preferred
Shares into fully paid and non-assessable  Common Shares at the rate (subject to
adjustment  as  hereinafter  provided)  of one  Common  Share  for each  Class A
Preferred Share surrendered for conversion.  Any such conversion may be effected
by surrendering the certificate or certificates for the Class A Preferred Shares
to be  converted,  duly  endorsed,  at the  office  of the  Corporation,  or the
transfer agent, if any,  together with a written notice to the Corporation  that
such holder  elects to convert  all or a  specified  number of Class A Preferred
Shares and stating the name or names in which the  certificate  or  certificates
for such Common Shares are to be issued.  The conversion shall be deemed to have
been made at the close of  business on the date of  surrender  and the person or
persons  entitled to receive the Common Shares  issuable on conversion  shall be
treated for all purposes as the record  holder or holders of such Common  Shares
on that date.

     (b) The  Corporation  shall hold in reserve  the number of  authorized  but
unissued Common Shares as may be necessary to convert all issued and outstanding
Class A Preferred Shares to Common Shares.

     (c) No fraction  of a Common  Share  shall be issued on  conversion  of any
Class A Preferred Share. In lieu thereof,  the Corporation  shall pay the holder
the fair market value of any such fraction in cash.  The fair market value shall
be based, in the case of publicly traded securities,  on the last sale price for
such  securities  on the  business  day next prior to the date such fair  market
value is to be  determined  (or,  in the event no sale is made on that day,  the
average of the closing bid and asked prices for that day on the principal  stock
exchange on which Common Shares are traded or, if the Common Shares are not then
listed on any national securities  exchange,  the average of the closing bid and
asked  prices  for the day  quoted  by the  NASDAQ  System),  or, in the case of
non-publicly traded securities,  the fair market value on such day determined by
a qualified  independent  appraiser  appointed  by the board of directors of the
Corporation. Any such determination of fair market value shall be conclusive and
binding on the  Corporation  and on each holder of Class A Preferred  Shares and
Common Shares.

     7.6 Holders of issued and outstanding  Class A Preferred  Shares shall have
preference over the Common Shares upon the voluntary or involuntary  liquidation
of the Corporation, but only to the extent that the holders of Class A Preferred
Shares  shall  be paid  the  stated  value  of  $2.50  per  share  prior  to any
distribution  being made to the holders of Common  Shares.  In such case,  after
receiving  the stated  value of their  shares,  the holders of Class A Preferred
Shares shall receive no further distribution.


                                  ARTICLE EIGHT

                          MANAGEMENT OF THE CORPORATION

     8.1 The following  provisions  relate to the management of the business and
the conduct of the affairs of the  Corporation  and are inserted for the purpose
of creating, defining, limiting and regulating the powers of the Corporation and
its directors and stockholders:

     (i) The  business  and affairs of the  Corporation  shall be managed by and
under the direction of the Board of Directors of the Corporation.

     (ii) The Board of  Directors  of the  Corporation  shall  have the power to
make,  alter,  amend or repeal  the  By-Laws of the  Corporation,  except to the
extent that the By-Laws of the Corporation otherwise provide.

     (iii) All corporate  powers and authority of the Corporation  (except as at
the time  otherwise  provided by  statute,  this  Second  Amended  and  Restated
Certificate of Incorporation or the By-Laws of the Corporation)  shall be vested
in and exercised by the Board of Directors of the Corporation.

     (iv) The stockholders and directors shall have the power, if the By-Laws of
the Corporation so provide,  to hold their respective meetings within or without
the State of Delaware and may (except as otherwise required by statute) keep the
Corporation's  books outside the State of Delaware,  at such places as from time
to time may be  designated  by the  By-Laws of the  Corporation  or the Board of
Directors of the Corporation.


                                  ARTICLE NINE

                     NUMBER, ELECTION AND TERMS OF DIRECTORS

     9.1 Elections of directors need not be by written ballot unless the By-Laws
of the Corporation shall so provide.

     9.2 The  number of  directors  which  will  constitute  the whole  Board of
Directors  of the  Corporation  shall  be  fixed  exclusively  by  one  or  more
resolutions adopted by the Board of Directors of the Corporation or as otherwise
provided in the By-Laws of the Corporation.

     9.3  (a)  With  respect  to  the  annual  meeting  of  stockholders  of the
Corporation  following the Corporation's fiscal year ended January 31, 1998, the
persons,  not  exceeding  the  authorized  number of  directors,  receiving  the
greatest  number of votes of the holders of Common  Shares and Class A Preferred
Shares, voting as a single class, entitled to vote thereon, present in person or
by proxy,  shall be the directors of the  Corporation.  Each such director shall
hold office until the annual meeting of the stockholders of the Corporation next
following his election and until his successor  shall have been duly elected and
qualified, or until his death or resignation or until he shall have been removed
in the manner provided herein.

     (b) Commencing  with the annual meeting of  stockholders of the Corporation
following the Corporation's  fiscal year ending December 31, 1998, the directors
of the Corporation,  other than those who may be elected by holders of any class
of series of Preferred  Shares,  shall be divided,  with respect to the time for
which they severally hold office,  into three classes, as nearly equal in number
as possible,  with the term of office of the first class to expire at the annual
meeting of the  stockholders  of the  Corporation  following  the  Corporation's
fiscal year ending  December 31, 1999, the term of office of the second class to
expire at the annual meeting of the  stockholders of the  Corporation  following
the Corporation's fiscal year ending December 31, 2000 and the term of office of
the third  class to expire at the  annual  meeting  of the  stockholders  of the
Corporation  following the  Corporation's  fiscal year ending December 31, 2001,
with each  director  to hold  office  until his  successor  shall have been duly
elected and qualified,  or until his death or resignation or until he shall have
been  removed  in  the  manner  provided  herein.  At  each  annual  meeting  of
stockholders  of  the  Corporation,   commencing  with  the  annual  meeting  of
stockholders of the Corporation  following the Corporation's  fiscal year ending
December 31, 1999 (i) directors  elected to succeed those  directors whose terms
then  expire  shall be  elected  for a term of  office  to  expire  at the third
succeeding  annual  meeting  of  stockholders  of the  Corporation  after  their
election unless,  by reason of any intervening  changes in the authorized number
of directors,  the Board of Directors of the Corporation  shall designate one or
more of the then expiring  directorships  as  directorships  of another class in
order more nearly to achieve  equality of number of directors among the classes,
and  (ii) if  authorized  by a  resolution  of the  Board  of  Directors  of the
Corporation,  directors  may be  elected  to fill any  vacancy  on the  Board of
Directors of the  Corporation  regardless  of how such  vacancy  shall have been
created.  Subject  to the  rights  of the  holders  of any  class or  series  of
Preferred  Shares,  commencing  with the annual meeting of  stockholders  of the
Corporation following the Corporation's fiscal year ended December 31, 1998, the
persons,  not exceeding the authorized number of directors to be elected at each
such annual  meeting,  receiving the greatest  number of votes of the holders of
Common Shares and Class A Preferred  Shares,  voting together as a single class,
entitled to vote thereon,  present in person or by proxy, shall be the directors
elected at such meeting.

     9.4 Advance notice of stockholder nominations for the election of directors
and of  business  to be  brought  by  stockholders  before  any  meeting  of the
stockholders  of the  Corporation  shall be given in the manner  provided in the
By-Laws of the Corporation.

     9.5  Subject  to the  rights  of the  holders  of any  class or  series  of
Preferred Shares, and unless the Board of Directors of the Corporation otherwise
determines,  newly  created  directorships  resulting  from any  increase in the
authorized number of directors or any vacancies of the Board of Directors of the
Corporation  resulting from death,  resignation,  retirement,  disqualification,
removal  from office or other  cause shall be filled only by a majority  vote of
the directors then in office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the annual meeting of  stockholders  at
which the term of office of the class to which  they have been  elected  expires
and until such director's  successor shall have been duly elected and qualified.
No decrease in the numbers of authorized directors constituting the entire Board
of  Directors  of the  Corporation  shall  shorten  the  term  of any  incumbent
director.

     9.6  Subject  to the  rights  of the  holders  of any  class or  series  of
Preferred  Shares,  any director may be removed from office at any time, with or
without cause, by the affirmative  vote of the holders of at least sixty percent
(60%) of the then-outstanding Common Shares and Class A Preferred Shares, voting
together as a single class; provided, however, that such removal may only be for
cause if at such time the  Corporation has a classified  Board of Directors,  as
provided in Paragraph 9.3 above.


                                   ARTICLE TEN

                                   AMENDMENTS

     10.1 The  Corporation  reserves the right to amend or repeal any provisions
contained in this Second Amended and Restated  Certificate of Incorporation from
time to time and at any time in the manner now or hereafter  prescribed  in this
Second Amended and Restated  Certificate of Incorporation and by the laws of the
State of Delaware, and all rights herein conferred upon stockholders are granted
subject to such reservation; provided that with respect to the powers of holders
of  capital  stock of the  Corporation  to alter,  amend or repeal  this  Second
Amended and Restated  Certificate of  Incorporation,  notwithstanding  any other
provision of this Second Amended and Restated  Certificate of  Incorporation  or
any provision of law which might  otherwise  permit a lesser vote or no vote, in
addition  to any  affirmative  vote of the  holders of any  particular  class or
series of the capital  stock of the  Corporation  required  by law,  this Second
Amended and Restated Certificate of Incorporation or any designation relating to
any class or series of Preferred Shares,  the affirmative vote of the holders of
at least sixty percent (60%) of the  then-outstanding  Common Shares and Class A
Preferred Shares, voting together as a single class, shall be required to alter,
amend or repeal any provision of this Second Amended and Restated Certificate of
Incorporation.


                                 ARTICLE ELEVEN

                      LIMITATION OF LIABILITY OF DIRECTORS

     11.1 No  director  of the  Corporation  shall be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director;  provided that the  foregoing  clause shall not apply to any
liability of a director (i) for any breach of the director's  duty of loyalty to
the  Corporation  or its  stockholders,  (ii) for acts or omissions  not in good
faith or that  involve  intentional  misconduct  or a knowing  violation of law,
(iii) under Section 174 of the General Corporation Law of the State of Delaware,
or (iv) for any transaction from which the director derived an improper personal
benefit.  This ARTICLE  ELEVEN shall not  eliminate or limit the  liability of a
director for any act or omission occurring prior to the time this ARTICLE ELEVEN
became effective.


                                 ARTICLE TWELVE

                                 INDEMNIFICATION

     12.1 The  Corporation  shall  indemnify  and hold  harmless any director or
officer of the Corporation from and against any and all expenses and liabilities
that may be imposed upon or incurred by him in  connection  with, or as a result
of, any proceeding in which he may become involved, as a party or otherwise,  by
reason  of  the  fact  that  he is or was  such a  director  or  officer  of the
Corporation or any subsidiary or parent of the  Corporation,  or, at the request
of the  Corporation,  of any other  corporation,  joint venture,  trust or other
enterprise,  whether or not he continues to be such at the time such expense and
liabilities  shall have been  imposed or incurred.  It is the  intention of this
ARTICLE TWELVE to provide indemnification to the fullest extent permitted by the
laws of the State of Delaware, as they may be amended from time to time.


                                ARTICLE THIRTEEN

                              AMENDMENT OF BY-LAWS

     13.1 In furtherance  and not in limitation of the powers  conferred by law,
the Board of  Directors of the  Corporation  is  expressly  authorized  to make,
alter, amend and repeal the By-Laws of the Corporation,  subject to the power of
the holders of the capital stock of the  Corporation  to alter,  amend or repeal
the By-Laws of the  Corporation;  provided,  however,  that, with respect to the
powers of holders of capital stock of the Corporation to alter, amend and repeal
By-Laws of the Corporation,  notwithstanding  any other provision of this Second
Amended and Restated  Certificate of Incorporation or any provision of law which
might otherwise  permit a lesser vote or no vote, in addition to any affirmative
vote of the holders of any  particular  class or series of the capital  stock of
the Corporation required by law, this Second Amended and Restated Certificate of
Incorporation  or any  designation  relating to any class or series of Preferred
Shares,  the affirmative  vote of the holders of at least sixty percent (60%) of
the then-outstanding Common Shares and Class A Preferred Shares, voting together
as a single class,  shall be required to alter, amend or repeal any provision of
the By-Laws of the Corporation.


                                ARTICLE FOURTEEN

                                   CLASS VOTES

     14.1 The holders of each class of capital stock of the Corporation shall be
entitled  to  vote  as a  separate  class  only  when  required  to do so  under
applicable law or when required or expressly permitted to do so by the terms and
provisions of this Second Amended and Restated  Certificate of  Incorporation or
any designation relating to the Preferred Shares. Notwithstanding the foregoing,
the  holders  of each  class of capital  stock of the  Corporation  shall not be
entitled to vote as a separate class, but shall vote together as a single class,
with respect to any amendment to this Second Amended and Restated Certificate of
Incorporation  in  order  to  increase  or  decrease  the  aggregate  number  of
authorized shares of any class or series of shares of the Corporation.

                                 ARTICLE FIFTEEN

                        COMPROMISE OR ARRANGEMENT BETWEEN
                    CORPORATION AND CREDITORS OR STOCKHOLDERS

     15.1  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  or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  Corporation  under the  provisions  of  Section  279 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 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  if  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 this Corporation.

     I, THE UNDERSIGNED, being the President of the Corporation,  hereby declare
and certify that this is my act and deed and the facts  herein  stated are true,
and accordingly, I have executed this Second Amended and Restated Certificate of
Incorporation the 30th day of June, 1998.

                                          EXIGENT INTERNATIONAL, INC.



                                          By:/s/ Bernard R. Smedley
                                          ----------------------------
                                                 Bernard R. Smedley,
                                                 President


ATTESTED:



By: /s/ Patricia A. Frank
    ----------------------------------------
        Patricia A. Frank, Secretary