CERTIFICATE OF INCORPORATION
                                       OF
                    VASCO DATA SECURITY INTERNATIONAL, INC.
 
     I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware (the
"General Corporation Law"), do execute this Certificate of Incorporation and do
hereby certify as follows:
 
     FIRST. The name of the corporation (hereinafter, the "Corporation") is
VASCO Data Security International, Inc.
 
     SECOND. The registered office of the Corporation in the State of Delaware
is located at 1209 Orange Street, in the City of Wilmington, County of New
Castle 19801, and its registered agent at such address is The Corporation Trust
Company.
 
     THIRD. The purpose or purposes of the Corporation shall be to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law.
 
     FOURTH. The total number of shares of stock which the Corporation shall
have the authority to issue is Fifty Million Five Hundred Thousand (50,500,000)
shares, divided into Fifty Million (50,000,000) shares of Common Stock, par
value $.001 per share (hereinafter referred to as "Common Stock") and Five
Hundred Thousand (500,000) shares of Preferred Stock, par value $.01 per share
(hereinafter referred to as "Preferred Stock").
 
                                  COMMON STOCK
 
     Subject to the rights of any Preferred Stock of any series issued and
outstanding, each issued and outstanding share of Common Stock shall entitle
the holder thereof to receive such dividends as may be declared from time to
time by the Board of Directors of the Corporation (the "Board") out of funds
legally available therefor, each issued and outstanding share of Common Stock
shall entitle the holder thereof to share ratably in all assets available for
distribution to holders of Common Stock in the event of any liquidation,
dissolution or winding up of the Corporation, and, except as otherwise provided
by law, each issued and outstanding share of Common Stock shall entitle the
holder thereof to cast one vote on each matter submitted to a vote of the
stockholders of the Corporation.
 
                                PREFERRED STOCK
 
     The Board is authorized, subject to limitations prescribed by law and the
provisions of this Article FOURTH, to provide for the issuance of the shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of 
 
 
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Delaware, to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof.
 
     The authority of the Board with respect to each series shall include, but
not be limited to, determination of the following: (a) The number of shares
constituting that series and the distinctive designation of that series; (b)
The dividend rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that series; (c) Whether
that series shall have voting rights, in addition to the voting rights provided
by law, and, if so, the terms of such voting rights; (d) Whether that series
shall have conversion privileges, and, if so, the terms and conditions of such
conversion, including provision for adjustment of the conversion rate in such
events as the Board shall determine; (e) Whether or not the shares of that
series shall be redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of redemption, which
amount may vary under different conditions and at different redemption dates;
(f) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund; (g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, or payment of shares
of that series; (h) Any other relative rights, preferences and limitations of
that series.
 
     If, upon any voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, the assets available for distribution to holders of
shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of Preferred
Stock in accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.
 
     FIFTH. The Board shall have the power to adopt, amend or repeal the
by-laws.
 
     SIXTH. A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law as the
same exists or may hereafter be amended.  Any amendment, modification or repeal
of the foregoing sentence shall not adversely affect any right or protection of
a director of the Corporation hereunder in respect of any act or omission 
occurring prior to the time of such amendment, modification or repeal.
 
     SEVENTH. The powers of the incorporator are to terminate upon the filing
of this Certificate of Incorporation with the Secretary of State of the State
of Delaware.  The names and mailing addresses of the persons who are to serve
as the 
 
 
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<PAGE>   3
 
initial directors of the Corporation until the first annual meeting of
stockholders of the Corporation, or until their successors are duly elected and
qualified, are:
 
             T. Kendall Hunt     1919 S. Highland Ave., Suite 118-C
                                 Lombard, Illinois 60148
 
             Forrest D. Laidley  1919 S. Highland Ave., Suite 118-C
                                 Lombard, Illinois 60148
 
             Robert A. Anderson  1919 S. Highland Ave., Suite 118-C
                                 Lombard, Illinois 60148
 
             Gerald Guice        1919 S. Highland Ave., Suite 118-C
                                 Lombard, Illinois 60148
 
             Michael A. Mulshine 1919 S. Highland Ave., Suite 118-C
                                 Lombard, Illinois 60148
 
 
     EIGHTH. The incorporator of the Corporation is Gregory T. Apple, whose
mailing address is c/o VASCO CORP., 1919 S. Highland Ave., Suite 118-C,
Lombard, Illinois 60148.
 
 
 
     The undersigned incorporator hereby acknowledges that the foregoing
Certificate of Incorporation is his act and deed on this the 14th day of July,
1997.
 
                                        /s/ Gregory T. Apple
                                        -------------------------------
                                        Gregory T. Apple
                                        Incorporator
 
 
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