EXHIBIT 3.1


                            ARTICLES OF INCORPORATION

                                       OF

                                 IMProCOM, INC.


The  undersigned  proposes to form a corporation  under the laws of the State of
Nevada, relating to private corporations, and to that end hereby adopts articles
of incorporation as follows:

                                   ARTICLE ONE
                                      NAME

The name of the corporation is IMProCOM, Inc..

                                   ARTICLE TWO
                                    LOCATION

The principal office of this  corporation is to be at 150 Lake Glen Drive,  City
of Carson City,  State of Nevada.  The Mailing  address is Post Office Box 2152,
Carson City, Nevada 89702.

                                  ARTICLE THREE
                                    PURPOSES

The  Corporation  is authorized to carry on any lawful  business or  enterprise,
including but not exclusive to:

         (a)      Purchasing  and  selling  all types of  aircraft  and  related
                  accessories,
         (b)      purchasing  and  selling  all types  and  kinds of  computers,
                  imaging technologies,  laser technologies,  including hardware
                  products and software packages,
         (c)      Purchasing and selling all types and kinds of marine equipment
                  and related accessories,
         (d)      Offering  advertising  services in connection with the sale of
                  airplanes,  computers,  boats,  ships,  and any and all  other
                  products,
         (e)      Constructing,  manufacturing,  raising or otherwise producing,
                  and repairing,  servicing, storing or otherwise caring for any
                  type  of   structure,   commodity  or  livestock   whatsoever,
                  processing,  selling, brokering, factoring or distributing any
                  type of property  whether  real or  personal;  extracting  and
                  processing   natural   resources,   transporting   freight  or
                  passengers by land, sea or air;  collecting and  disseminating
                  information or  advertisement  through any medium  whatsoever;
                  performing  personal services of any nature;






                                       -2-

                  and  entering  into or  serving  in any  type  of  management,
                  investigative,  advisory, promotional,  protective, insurance,
                  guarantyship, suretyship, fiduciary or representative capacity
                  or relationship for any persons or corporations whatsoever,
         (f)      Engaging in sales,  appraisal,  management  and  promotion  of
                  musical and literary  properties and activities  including but
                  not limited to publishing, booking talent, making commercials,
                  and instruction,
         (g)      Purchasing,  distributing,   engineering,  selling,  designing
                  systems,    leasing    and    franchising    all    types   of
                  telecommunication-computer products, including but not limited
                  to satellite-communication devices.



                                  ARTICLE FOUR
                                  CAPITAL STOCK

The  amount  of the  total  authorized  capital  stock  of this  corporation  is
50,000,000 at $.001.


                                  ARTICLE FIVE
                                    DIRECTORS

The members of the governing board of this corporation shall be styled directors
and their number shall be three.

The name and address of each member of the first board of directors is:

         Frederick M. Jenner, P.O. Box 10038, Charlotte, NC  28212
         Zalkind Hurwitz, 610 Mt. Vernon Avenue, Charlotte, NC  28203
         Annette H. Greene, 6810 Old Post Road, Charlotte, NC  28212


                                   ARTICLE SIX
                                  INCORPORATORS

The name and address of the  incorporator  is: Elizabeth R. Block, 150 Lake Glen
Drive, Carson City, Nevada 89701.


                                  ARTICLE SEVEN
                               PERIOD OF EXISTENCE

The period of existence of this corporation shall be perpetual.


                                  ARTICLE EIGHT
                     AMENDMENT OF ARTICLES OF INCORPORATION

The articles of  incorporation  of the  corporation  may be amended from time to
time by a majority vote of all  shareholders  voting by written ballot in person
or 







                                       -3-

by proxy held at any general or special meeting of  shareholders  upon lawful
notice.


                                  ARTICLE NINE
                            STATUTORY RESIDENT AGENT

The  corporation  does hereby  name,  constitute  and  appoint as its  statutory
resident  agent  within the State of Nevada for  receipt of process or any other
lawful purpose STATE AGENT AND TRANSFER SYNDICATE,  INCORPORATED,  150 Lake Glen
Drive,  Carson  City,  Nevada  with a mailing  address of Post  Office Box 2152,
Carson City, Nevada 89702, telephone number is (702) 882-1013.  This appointment
of resident agent shall be continuous  unless otherwise  changed by the Board of
Directors of the corporation acting pursuant to the laws of the State of Nevada.


                                   ARTICLE TEN
                                VOTING OF SHARES

In any election participated in by the shareholders, each shareholder shall have
one vote for each  share of  stock  he owns,  either  in  person  or by proxy as
provided by law.  Cumulative  voting  shall not  prevail in any  election by the
shareholders of this corporation.

         IN WITNESS WHEREOF the undersigned, Elizabeth R. Block, for the purpose
of forming a corporation under the laws of the State of Nevada,  does make, file
and record these articles,  and certifies that the facts herein stated are true;
and I have accordingly hereunto set my hand this 3rd day of October 1985.

                                                              INCORPORATOR:
                                                          /s/ Elizabeth R. Block
                                                              ------------------
                                                              Elizabeth R. Block

STATE OF NEVADA

COUNTY OF CARSON CITY


On October 3, 1985,  Elizabeth R. Block personally  appeared before me, a notary
public, and executed the above instrument.

                                                         /s/ Nancy Graham
                                                             -------------------
                                                             SIGNATURE OF NOTARY


Notary Stamp or seal








                                                             EXHIBIT 3.1 (con't)


                           __________________________

                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                                 IMProCOM, INC.
                           __________________________


         IMProCOM,  INC., a corporation organized under the laws of the State of
Nevada, by its president and assistant secretary, does hereby certify:
         1. That the board of directors of said corporation  passed a resolution
by unanimous  written  consent dated March 12, 1996,  authorizing  the following
change and amendment in the articles of incorporation:
         RESOLVED that Article One of said articles of  incorporation be amended
to read as follows: "The name of the corporation is InVision Technology, Inc."
         2.  That the  number  of  shares  of the  corporation  outstanding  and
entitled to vote on an amendment to the articles of  incorporation is 4,293,930;
that the said change and amendment has been  consented to and  authorized by the
written  consent of  stockholders  holding at least a majority  of each class of
stock outstanding and entitled to vote thereon.
         IN WITNESS WHEREOF, the said corporation has caused this certificate to
be signed by its president and assistant  secretary and its corporate seal to be
hereto affixed this 12th day of March, 1996.




                                       -2-

                                                      IMProCOM, INC.


                                                      By:/s/ Jack R. Sauer
                                                          ----------------------
                                                           Jack R. Sauer
                                                           President


                                                      By:/s/ Ronald W. Cantwell
                                                          ----------------------
                                                           Ronald W. Cantwell
                                                           Assistant Secretary


(SEAL)


STATE OF NEW YORK                     )
                                      )     ss:
COUNTY OF NEW YORK                    )

         On March 12th,  1996,  personally  appeared before me, a Notary Public,
Jack R. Sauer and Ronald W. Cantwell,  who  acknowledged  that they executed the
above instrument.

                                            /s/ Patricia M. Rudloff
                                               ------------------------
                                               Notary Public


(SEAL)








                                                             EXHIBIT 3.1 (con't)


                           __________________________

                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                            INVISION TECHNOLOGY, INC.
                           __________________________


         InVision  Technology,  Inc., a corporation  organized under the laws of
the States of Nevada,  by its  President and  Assistant  Secretary,  does hereby
certify:
         1. That the board of directors of said corporation  passed a resolution
by unanimous  written  consent  dated May 14, 1996,  authorizing  the  following
change and amendment in the Articles of Incorporation:
         RESOLVED that Article One of said Articles of  Incorporation be amended
to read as  follows:  "The  name of the  corporation  is  Shepherd  Surveillance
Solutions, Inc."
         2.  That the  number  of  shares  of the  corporation  outstanding  and
entitled to vote on an amendment to the articles of  incorporation is 4,293,822;
that the said change and amendment has been  consented to and  authorized by the
written  consent of  stockholders  holding at least a majority  of each class of
stock outstanding and entitled to vote thereon.
         IN WITNESS WHEREOF, the said corporation has caused this certificate to
be signed by its President and Assistant  Secretary and its corporate seal to be
hereto affixed this 15th day of May, 1996.







                                       -2-

                                                       InVision Technology, Inc.

                                                       By:/s/ Jack R. Sauer
                                                          ----------------------
                                                           Jack R. Sauer
                                                           President


                                                       By:/s/ Ronald W. Cantwell
                                                           ---------------------
                                                           Ronald W. Cantwell
                                                           Assistant Secretary

         (SEAL)

STATE OF NEW YORK                      )
                                       )    ss.:
COUNTY OF NEW YORK                     )

         On May 15th, 1996, personally appeared before me, a Notary Public, Jack
R. Sauer and Ronald W. Cantwell,  who acknowledged  that they executed the above
instrument.

                                                       /s/ Patricia M. Rudloff
                                                       -----------------------
                                                       Notary Public



(SEAL)