CERTIFICATE OF INCORPORATION

                                       OF

                              Tulvine Systems, Inc.

         FIRST: The name of the corporation is: TULVINE SYSTEMS, INC.

         SECOND: Its registered office in the State of Delaware is located at 25
Greystone Manor, Lewes, DE 19958-9776, County of Sussex. The registered agent in
charge thereof is Harvard Business Services, Inc.

         THIRD: The purpose of the corporation is to engage in any lawful
activity for which corporations may be organized under the General Corporation
Law of Delaware.

         FOURTH: The total number of shares of stock which the corporation is
authorized to issue is 100,000,000 shares having a par value of $0.0001 per
share.

         FIFTH: The business and affairs of the corporation shall be managed by
or under the direction of the board of directors and the directors need not be
elected by ballot unless required by the bylaws of the corporation.

         SIXTH: The names of the persons who are to be the directors of the
corporation until the first meeting of stockholders or until their successors
are elected:

                                                  Diane Golightly
                                          7633 East 63rd Place Suite 210
                                                  Tulsa, OK 74133

         SEVENTH: In furtherance and not in limitation of the powers conferred
by the laws of Delaware, the board of directors is authorized to amend or repeal
the bylaws.

         EIGHTH: The corporation reserves the right to amend or repeal any
provision in this Certificate of Incorporation in the manner prescribed by the
laws of Delaware.

         NINTH: The incorporated is Harvard Business Services, Inc., whose
mailing address is 25 Greystone Manor, Lewes, DE 1958-9776. The powers of the
incorporator are to terminate upon the filing of this certificate of
incorporation.

         TENTH: To the fullest extent permitted by the Delaware General
Corporation Law a director of this corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as director.

         I, Richard H. Bell, for the purpose of forming a corporation under the
laws of the State of Delaware do make and file this certificate and do certify
that the facts herein stated are true; and have accordingly signed below, this
21st day of October, 1999

Signed and Attested to by:  /s/ Richard H. Bell
                           --------------------
                           Richard H. Bell, President & Secretary
                           HARVARD BUSINESS SERVICES, INC.