CERTIFICATE OF INCORPORATION
                                       OF
                              WORLD VENTURES, LTD.

The  undersigned,  being of legal age, in order to form a corporation  under and
pursuant to the laws of the State of Delaware, do hereby set forth as follows:

FIRST: The name of the corporation is

WORLD VENTURES, LTD.

SECOND:  The address of the initial  registered  office and registered  agent in
this state is c/o United Corporate  Services,  Inc., 410 South State Street,  in
the City of Dover,  County of Kent,  State of Delaware 19901 and the name of the
registered agent at said address is United Corporate Services, Inc.

THIRD:   The  purpose  of the  corporation  is to  engage in any  lawful  act or
activity for which  corporations  may be organized under the corporation laws of
the State of Delaware.

FOURTH: The corporation shall be authorized to issue the following shares:

Class                                        Number of Shares         Par Value
-----                                        ----------------         ---------

COMMON                                       300,000,000              $.0001

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

Name                                                   ADDRESS
----                                                   -------

Ray A. Barr                                            9 East 40th Street
                                                       New York, New York 10016

SIXTH: The following  provisions are inserted for the management of the business
and  for  the  conduct  of the  affairs  of the  corporation,  and  for  further


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<PAGE>

definition,  limitation and regulation of the powers of the  corporation  and of
its directors and stockholders:

             (1) The number of  directors  of the  corporation  shall be such as
       from time to time  shall be fixed by, or in the  manner  provided  in the
       by-laws.  Election of directors  need not be by ballot unless the by-laws
       so provide.

             (2) The Board of Directors  shall have power  without the assent or
       vote of the stockholders:

                    (a) To make.  alter,  amend,  change,  add to or repeal  the
             By-laws  of the  corporation;  to fix and  vary  the  amount  to be
             reserved  for any  proper  purpose;  to  authorize  and cause to be
             executed  mortgages  and liens upon all or any part of the property
             of the  corporation;  to determine the use and  disposition  of any
             surplus or net  profits;  and to fix the times for the  declaration
             and payment of dividends.

                  (b) To determine from time to time whether,  and to what times
             and places, and under what conditions the accounts and books of the
             corporation  (other than the stock ledger) or any of them, shall be
             open to the inspection of the stockholders.

            (3) The directors in their discretion may submit any contract or act
      for approval or ratification at any annual meeting of the  stockholders or
      at any meeting of the  stockholders  called for the purpose of considering
      any such act or  contract,  and any contract or act that shall be approved
      or be  ratified  by the vote of the  holders of a majority of the stock of
      the corporation which is represented in person or by proxy at such meeting
      and  entitled  to  vote  thereat   (provided   that  a  lawful  quorum  of
      stockholders be there represented in person or by proxy) shall be as valid
      and as  binding  upon the  corporation  and upon all the  stockholders  as
      though  it had been  approved  or  ratified  by every  stockholder  of the
      corporation, whether or not the contract or act would otherwise be open to
      legal attack because of directors' interest, or for any other reason.

            (4) In addition  to the powers and  authorities  hereinbefore  or by
      statute expressly  conferred upon them, the directors are hereby empowered
      to  exercise  all such  powers  and do all such acts and  things as may be
      exercised  or  done  by the  corporation;  subject,  nevertheless,  to the
      provisions of the statutes of Delaware,  of this  certificate,  and to any
      by-laws  from time to time made by the  stockholders;  provided,  however,
      that no by-laws so made shall  invalidate  any prior act of the  directors
      which would have been valid if such by-law had not been made.

            SEVENTH:  No director  shall be liable to the  corporation or any of
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director.  except with respect to (1) a breach of the director's duty of loyalty
to the corporation or its stockholders,  (2) acts or omissions not in good faith


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<PAGE>



or which  involve  intentional  misconduct  or a knowing  violation  of law. (3)
liability  under Section 174 of the Delaware  General  Corporation  Law or (4) a
transaction from which the director  derived an improper  personal  benefit,  it
being the intention of the foregoing provision to eliminate the liability of the
corporation's  directors to the  corporation or its  stockholders to the fullest
extent permitted by Section  102(b)(7) of the Delaware General  Corporation Law,
as amended from time to time.  The  corporation  shall  indemnify to the fullest
extent  permitted  by  Sections  102(b)(7)  and  145  of  the  Delaware  General
Corporation  Law, as amended from time to time,  each person that such  Sections
grant the corporation the power to indemnify.

            EIGHTH:  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 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  (3/4)  in  value  of  the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
corporation,  as the case maybe,  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.

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<PAGE>

            NINTH: The corporation reserves the right to amend, alter, change or
repeal any  provision  contained in this  certificate  of  incorporation  in the
manner now or hereafter  prescribed by law, and all rights and powers  conferred
herein on  stockholders,  directors  and officers  are subject to this  reserved
power.

            IN WITNESS WHEREOF, the undersigned hereby executes t s document and
affirms that the facts set forth herein are true under penalties of perjury this
fifth day of Hay. 1987,

                            /s/Ray A. Barr
                            --------------------------
                            Ray A. Barr, Incorporator

                                       4
<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       OF
                CERTIFICATE OF INCORPORATION WORLD VENTURES, LTD.

              WORLD VENTURES,  LTD. , a corporation organized and existing under
and by virtue of the  General  Corporation  Law of the State of  Delaware.  DOES
HEREBY CERTIFY:

              FIRST:  That at a  meeting  of the  Board  of  Directors  of World
Ventures,  Ltd.,  resolutions  were duly  adopted  setting  forth  the  proposed
amendment of the Certificate of  Incorporation  of said  corporation,  declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation  for  consideration  thereof.  The  resolutions  setting  forth  the
proposed amendments are as follows:

              RESOLVED,   that  the   Certificate  of   Incorporation   of  this
corporation be amended as follows:

              1. Article FIRST of the Certificate of  Incorporation  relating to
the name of the corporation, is hereby amended to read as follows:

               FIRST:  The name of the corporation is VENTURE WORLD, LTD.

                                       5
<PAGE>

              SECOND:  The  amendment  effected  herein  was  authorized  by the
   unanimous  vote of the  holders of all  outstanding  shares  entitled to vote
   herein at a meeting of  shareholders  pursuant to Sections 222 and 242 of the
   General Corporation Law of the State of Delaware.


              IN WITNESS  WHEREOF,  said WORLD  VENTURES,  LTD.  has caused this
Certificate to be sign e d by Alan  Weisberger,  its President,  and attested by
Moshe MiLstein, its Secretary, this 14th day of April, 1988.


                              WORLD VENTURES, LTD.
                                                    ---------------------------
                           Alan Weisberger, President

ATTEST:
/s/Moshe Milstein
------------------
Moshe Milstein, Secretary

                                       6
<PAGE>



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 03/21/1996
                                                         96-0081337  212SS09

                                   CERTIFICATE
                       FOR RENEWAL AND REVIVAL OF CHARTER
                                       OF
                               VENTURE WORLD. LTD.
                               -------------------

                     VENTURE WORLD, LTD., a corporation organized under the laws
             of Delaware, the certificate of incorporation of Which was filed In
             the office of the  Secretary of State on the 6th day of May.  1987,
             and recorded in the office of the Recorder of. Deeds for New Castle
             County.  the  charter of which was voided for  failure to pay taxes
             and  penalty,  now  desires to procure a  restoration,  renewal and
             revival of its charter, and hereby certifies as follows.

                     FIRST: The name of this corporation is:
                     VENTURE WORLD, LTD.

                     SECOND:  Its registered  office in the State of Delaware is
            located at 25 Greystone  Manor,  Lewes, DE 19958,  County of Sussex.
            The name its registered agent is Harvard Business Services, Inc.
                     THIRD: The date when the restoration,  renewal, and revival
            of the charter of this  company is to  commence is the  Twenty-ninth
            day of February, 1992 same being prior to the date of the expiration
            of the  charier.  This  renewal  and  revival of the charter of this
            corporation is to be perpetual.
                     FOURTH:  This corporation was duly organized and carried on
            the business  authorized by Its charter until the First day of March
            A.D. 1992, at which time its charter became inoperative and void for
            failure to pay taxes and penalty,  and this  certificate for renewal
            and revival is filed by authority  of the duly elected  directors of
            the  corporation  in  accordance  with  the  laws  of the  State  of
            Delaware.
                     IN TESTIMONY WHEREOF, and in compliance with the provisions
            of  Section  312 of the  General  Corporation  Law of the  State  of
            Delaware,  as amended,  providing  for the  renewal,  extension  and
            restoration of charters, ___________________________, the Authorized
            Officer   VENTURE  WORLD.   LTD..   have  hereunto  signed  to  this
            certificate this 11th day of March, 1996.

                                    BY:  ______________________________
                                         Authorized Officer (title) Pres.

                                    BY:  ______________________________
                                         Secretary

                                       7
<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                               VENTURE WORLD, LTD.

        Venture  World Ltd. a corporation  organized  and existing  under and by
virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

1. That the Board of Directors of Venture World,  Ltd. duly adopted  resolutions
setting forth proposed  amendments of the Certificate of  Incorporation  of said
corporation,  declaring said amendments to be advisable and taking action of the
stockholders  of said  corporation  for  consideration  thereof.  The resolution
setting forth the proposed amendment is as follows:

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

         FIRST: The  name  of  the   corporation  is  NetAmerica   International
           Corporation.  2.  That  said  amendments  were  duly  adopted  by the
           shareholder vote in accordance with the provisions of Section 211 and
           242 of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, said Venture World Ltd. Has caused this certificate
         to be signed by Its Authorized Officer this 23rd day of September 1998.

                                       By: /s/Gregory Martin
                                           -----------------
                                           Gregory Martin
                                           President & CEO
                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 11:15 AM 1010511998
                                                           981 386nild - 2125-WO

                                       8
<PAGE>


                            CERTIFICATE OF AMENDMENT
                       TO THE CERTIFICATE OF INCORPORATION
                                       OF
                      NetAmerica International Corporation

         NetAmerica  International  Corporation,  a  corporation  organized  and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware:

         DOES HEREBY CERTIFY:

                      1. That the Board of Directors of NetAmerica International
              Corporation  duly  adopted   resolutions  setting  forth  proposed
              amendment of the Certificate of incorporation of said corporation,
              declaring  said amendment to be advisable and taking action of the
              stockholders of said corporation for.  consideration  thereof. The
              resolution setting forth the proposed amendment is as follow:

                      FIRST- The name of the corporation is NetAmerica.com.
                      Corporation

                      2. That said  amendments  were duly adopted by shareholder
              consent in accordance  with the provisions of Sections 229 and 242
              of the General Corporation Laws of the State of Delaware.

                      IN  WITNESS   HEREOF,   said   NetArnerica   International
              Corporation  has  caused  this  Certificate  to be  signed  by its
              authorized officer this 13th day of April, 1999.

                               By:/s/Douglas Cole
                                                           ---------------
                                  Douglas Cole
                                    Chairman

                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 0411311999
                                                             991145832 - 2125509


                                       9
<PAGE>


                               NOTARY CERTIFICATE

               State of Utah
                                                   SS.
               County of Salt Lake

                       On  the  13th  day  of  April,   1999,  Douglas  D.  Cole
               personally  appeared before me, a Notary Public, who acknowledged
               that he executed the foregoing Articles of Amendment on behalf of
               the above entity.

                                            /s/Jennifer L. Clark
                                            ----------------------
                                            Jennifer L. Clark
                                            Notary Public

               My Commission Expires:  7/1/02

                                                NOTARY PUBLIC
                                                JENNIFER L. CLARK
                            4606 SO. WASATCH BLVD.330
                            Salt Lake City, UT 84124
                                                My Commission Expires
                                                   July 1, 2002
                                                  STATE OF UTAH
[Notary Seal]


                                       10

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           NetAmerica.com Corporation

         NetAmerica.com  Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.

             DOES HEREBY CERTIFY:

                     1.  That  the   Board  of   Directors   of   NetAmerica.com
             Corporation.   duly  adopted   resolutions  setdng  forth  proposed
             amendment of the Certificate of Incorporation of said  corporation,
             declaring said  amendments to be advisable and taking action of the
             stockholders of said  corporation for  consideration  thereof.  The
             resolution setting forth the proposed amendment is as follows:

                     FIRST:The name of the corporation is Telenisus Corporation.

                     2. That said  amendments  were duly adopted by  shareholder
             consent in accordance with the provisions of Section 228 and 242 of
             the General Corporation Law of the State of Delaware.

                     IN WITNESS WHEREOF, said Telenisus Corporation.  Has caused
             this  certificate to be signed by its  authorized  officer this 6th
             day of May 1999.

                                              By:/s/Douglas D. Cole
                                                 ------------------
                                                 Douglas Cole
                                                 Chairman

STATE OF  DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 0510611999
991181409 - 2125509


                                       11
<PAGE>



                               NOTARY CERTIFICATE


               State of Utah
                                                   SS.
               County of Salt Lake

                     On the 6th day of May  1999,  Douglas  D.  Cole  Personally
             appeared  before  me, a Notary  Public,  who  acknowledged  that he
             executed the foregoing Articles of Amendment on behalf of the above
             entity.

       NOTARY PUBLIC                                  /s/Jennifer L. Clark
       JENNIFER L. CLARK                              --------------------
      4606 SO. WASATCH BLVD.330                       Jennifer L. Clark
        Salt Lake City, UT 84124                      Notary Public
       My Commission Expires
          July 1, 2002                     My Commission Expires:  7/1/02
         STATE OF UTAH


                                       12
<PAGE>


STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 0511811999
991197502 - 2125509
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              Telenisus Corporation

                 Telenisus  Corporation,  a  corporation  organized and existing
         under  and by  virtue of the  General  Corporation  Law of the State of
         Delaware,

         DOES HEREBY CERTIFY:

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

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

         FIRST: The name of the corporation is NetAmerica.com Corporation

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

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

                 IN WITNESS WHEREOF,  said Telenisus Corporation has caused this
         certificate  to be signed by its  Authorized  Officer  this 18th day of
         May, 1999.


                          By:/s/Gordon E. Reichard Jr.
                             -------------------------
                          Name: Gordon E. Reichard, Jr.
                          Title: President and CEO
                          Authorized Officer


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