CERTIFICATE OF AMENDMENT
 
                                     TO THE
 
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                              MAJESCO HOLDINGS INC.
 
         Majesco Holdings Inc. (the "Corporation"), a Delaware corporation,
hereby certifies as follows:
 
         1. The date of filing of the Corporation's Certificate of Incorporation
(the "Certificate") with the Secretary of State of Delaware was May 8, 1998
under the name SMD Group, Inc.
 
         2. The Certificate is hereby amended by adding to the end of ARTICLE
FOURTH thereof the following:
 
            "***
                  The Corporation hereby declares that each seven (7) shares of
            the outstanding shares of the Corporation's Common Stock as of the
            date of filing of this Certificate of Amendment to the Amended and
            Restated Certificate of Incorporation, be converted and
            reconstituted into one (1) share of Common Stock. No fractional
            shares shall be issued upon such conversion and reconstitution.
            Instead, the Corporation will pay cash equal to such fraction
            multiplied by the average of the high and low trading prices of the
            Corporation's Common Stock on the OTC Bulletin Board during regular
            trading hours for the five trading days immediately preceding the
            effective time of the Reverse Split, which amount is hereby
            determined to equal the fair market value of the Corporation's
            Common Stock upon the effective time of the Reverse Split."
 
         3. This Certificate of Amendment has been duly adopted in accordance
with Sections 228 and 242 of the General Corporation Law of the State of
Delaware.
 
         4. This Certificate of Amendment shall be effective on December 31,
2004 at 8:30 A.M. EST.
 
         IN WITNESS WHEREOF, the undersigned officer of Majesco Holdings Inc.
has executed this Certificate of Amendment to the Certificate of Incorporation
this 29th day of December 2004.
 
                                           MAJESCO HOLDINGS INC.
 
                                           By: /s/ Jan E. Chason
                                               -----------------------------
                                                Name:  Jan E. Chason
                                                Title: Chief Financial Officer
 
 
                            CERTIFICATE OF AMENDMENT
 
                                     TO THE
 
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                                  CONNECTIVCORP
 
 
            (PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW)
 
 
 
 
     CONNECTIVCORP, a Delaware corporation organized and existing under the
Delaware General Corporation Law, hereby certifies as follows:
 
1.   The name of the corporation is CONNECTIVCORP (the "Corporation").
 
2.   The name under which the Corporation was originally incorporated is SMD
     Group, Inc., and the date of filing of the original certificate of
     incorporation of the Corporation with the Secretary of State of the State
     of Delaware was May 8, 1998. The Secretary of State of Delaware filed the
     Amended and Restated Certificate of Incorporation of the Corporation on
     April 19, 2000, which was subsequently amended on each of September 11,
     2000 and March 5, 2002.
 
3.   The Amended and Restated Certificate of Incorporation of the Corporation is
     hereby amended to change the name of the Corporation by deleting the
     content of Article FIRST thereof in its entirety and inserting in lieu
     thereof the following:
 
     "FIRST:   The name of the corporation is MAJESCO HOLDINGS INC.
               (the "Corporation")."
 
4.   The Amended and Restated Certificate of Incorporation of the Corporation is
     further amended by deleting in its entirety Article FOURTH thereof and
     inserting in lieu thereof the following:
 
     "FOURTH: The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is Two Hundred Sixty Million
     (260,000,000) shares, consisting of (i) Two Hundred Fifty Million
     (250,000,000) shares of Common Stock, par value $.001 per share, and (ii)
     Ten Million (10,000,000) shares of blank check Preferred Stock, par value
     $.001 per share.
 
 
<PAGE>
 
     Except as otherwise provided by law, the shares of stock of the
     Corporation, regardless of class, may be issued by the Corporation from
     time to time in such amounts, for such consideration and for such corporate
     purposes as the Board of Directors may from time to time determine. Shares
     of Preferred Stock may be issued from time to time in one or more series of
     any number of shares as may be determined from time to time by the Board of
     Directors; provided that the aggregate number of shares issued and not
     cancelled of any and all such series shall not exceed the total number of
     shares of Preferred Stock authorized by the Corporation's Certificate of
     Incorporation, as amended. Each series of Preferred Stock shall be
     distinctly designated. The voting powers, if any, of each such series and
     the preferences and relative, participating, optional and other special
     rights of each such series and the qualifications, limitations and
     restrictions thereof, if any, may differ from those of any and all other
     series at any time outstanding, and the Board of Directors is hereby
     expressly granted authority to fix, in the resolution providing for the
     issue of a particular series of Preferred Stock, the voting powers, if any,
     of each series and the designation, preferences and relative,
     participating, optional and other special rights of each such series and
     the qualifications, limitations and restrictions thereof to the full extent
     now or hereafter permitted by the Corporation's Certificate of
     Incorporation, as amended, and the laws of the State of Delaware."
 
5.   This Certificate of Amendment to the Amended and Restated Certificate of
     Incorporation of the Corporation was duly adopted pursuant to the
     provisions of Section 242 of the Delaware General Corporation Law.
 
     IN WITNESS WHEREOF, the undersigned, being an authorized officer of
CONNECTIVCORP, has executed this Certificate of Amendment to the Amended and
Restated Certificate of Incorporation this 13th day of April 2004.
 
                                                    CONNECTIVCORP
 
 
                                                    By: /s/ Jesse Sutton
                                                        ------------------------
                                                        Name:  Jesse Sutton
                                                        Title: President and CEO
 
 
 
                            CERTIFICATE OF AMENDMENT
 
                                     TO THE
 
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                                  CONNECTIVCORP
 
 
            (PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW)
 
 
 
 
     CONNECTIVCORP, a Delaware corporation organized and existing under the
Delaware General Corporation Law, hereby certifies as follows:
 
1.   The name of the corporation is CONNECTIVCORP (the "Corporation").
 
2.   The name under which the Corporation was originally incorporated is SMD
     Group, Inc., and the date of filing of the original certificate of
     incorporation of the Corporation with the Secretary of State of the State
     of Delaware was May 8, 1998. The Secretary of State of Delaware filed the
     Amended and Restated Certificate of Incorporation of the Corporation on
     April 19, 2000, which was subsequently amended on each of September 11,
     2000 and March 5, 2002.
 
3.   The Amended and Restated Certificate of Incorporation of the Corporation is
     hereby amended to change the name of the Corporation by deleting the
     content of Article FIRST thereof in its entirety and inserting in lieu
     thereof the following:
 
     "FIRST:   The name of the corporation is MAJESCO HOLDINGS INC.
               (the "Corporation")."
 
4.   The Amended and Restated Certificate of Incorporation of the Corporation is
     further amended by deleting in its entirety Article FOURTH thereof and
     inserting in lieu thereof the following:
 
     "FOURTH: The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is Two Hundred Sixty Million
     (260,000,000) shares, consisting of (i) Two Hundred Fifty Million
     (250,000,000) shares of Common Stock, par value $.001 per share, and (ii)
     Ten Million (10,000,000) shares of blank check Preferred Stock, par value
     $.001 per share.
 
 
<PAGE>
 
     Except as otherwise provided by law, the shares of stock of the
     Corporation, regardless of class, may be issued by the Corporation from
     time to time in such amounts, for such consideration and for such corporate
     purposes as the Board of Directors may from time to time determine. Shares
     of Preferred Stock may be issued from time to time in one or more series of
     any number of shares as may be determined from time to time by the Board of
     Directors; provided that the aggregate number of shares issued and not
     cancelled of any and all such series shall not exceed the total number of
     shares of Preferred Stock authorized by the Corporation's Certificate of
     Incorporation, as amended. Each series of Preferred Stock shall be
     distinctly designated. The voting powers, if any, of each such series and
     the preferences and relative, participating, optional and other special
     rights of each such series and the qualifications, limitations and
     restrictions thereof, if any, may differ from those of any and all other
     series at any time outstanding, and the Board of Directors is hereby
     expressly granted authority to fix, in the resolution providing for the
     issue of a particular series of Preferred Stock, the voting powers, if any,
     of each series and the designation, preferences and relative,
     participating, optional and other special rights of each such series and
     the qualifications, limitations and restrictions thereof to the full extent
     now or hereafter permitted by the Corporation's Certificate of
     Incorporation, as amended, and the laws of the State of Delaware."
 
5.   This Certificate of Amendment to the Amended and Restated Certificate of
     Incorporation of the Corporation was duly adopted pursuant to the
     provisions of Section 242 of the Delaware General Corporation Law.
 
     IN WITNESS WHEREOF, the undersigned, being an authorized officer of
CONNECTIVCORP, has executed this Certificate of Amendment to the Amended and
Restated Certificate of Incorporation this 13th day of April 2004.
 
                                                    CONNECTIVCORP
 
 
                                                    By: /s/ Jesse Sutton
                                                        ------------------------
                                                        Name:  Jesse Sutton
                                                        Title: President and CEO
 
 
                           CERTIFICATE OF AMENDMENT OF
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                              SPINROCKET.COM, INC.
 
 
 
It is hereby certified that:
 
            1.    The name of the corporation (hereinafter called the
"Corporation") is "SPINROCKET.COM, INC."
 
            2. The certificate of incorporation of the Corporation is hereby
amended by striking out Article FIRST thereof and by substituting in lieu of
said Article the following new Article:
 
            "FIRST:  The name of the corporation is ConnectivCorp (hereinafter
referred to as the "Corporation")."
 
            3. The amendment of the certificate of incorporation herein
certified has been duly adopted and written consent has been given in accordance
with the provisions of Sections 228 and 242 of the General Corporation law of
the State of Delaware.
 
            THE UNDERSIGNED, being an officer of Spinrocket.com, Inc. for the
purposes of amending the Certificate of Incorporation of the Corporation
pursuant to the General Corporation law of the State of Delaware, does make this
Amended Certificate of Incorporation, hereby declaring and certifying that this
is my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand as of this 11th day of September, 2000.
 
 
                                          /s/ Robert Miller
                                          -----------------------------
                                          Robert Miller
                                          President
 

 

 

 
 
 
 ARTICLES OF INCORPORATION
 
ARTICLES OF INCORPORATION OF SMD Group Inc.
 
The undersigned,  for the purpose of forming a corporation under the laws of the
State of Delaware do hereby adopt the following articles of incorporation:
 
ARTICLE ONE
 
The name of the corporation is SMD Group Inc.
 
ARTICLE TWO
 
CORPORATE DURATION
 
The duration of the corporation is perpetual.
 
ARTICLE THREE
 
PURPOSE OR PURPOSES
 
The general purposes for which the corporation is organized are:
 
1.  To  engage  in  the  business  of  sales,   marketing  and  distribution  of
leading-edge products, services and technologies.
 
2. To engage in any other  trade or  business  that can,  in the  opinion of the
board  of  directors  of  the  corporation,  be  advantageously  carried  on  in
connection with or auxiliary to the foregoing business.
 
3. To do such other things as are  incidental  to the  foregoing or necessary or
desirable in order to accomplish the foregoing.
 
ARTICLE FOUR
 
CAPITALIZATION
 
The aggregate  number of shares which the  corporation is authorized to issue is
20,000,000.  Such shares shall be of a single class,  and shall have a par value
of $0.001 per share.
 
                                       50
<PAGE>
 
ARTICLE FIVE
 
REGISTERED OFFICE AND AGENT
 
The street  address of the initial  registered  office of the  corporation is 15
Fast North Street in the City of Dover, County of Kent,  Delaware,  and the name
of its initial registered agent at such address, is Incorporating Services Inc.
 
ARTICLE SIX
 
DIRECTORS
 
The number of  directors  constituting  the initial  board of  directors  of the
corporation  is one.  The name and  address of each  person who is to serve as a
member of the initial board of directors is:
 
Joel Arberman 444 Bedford Street, Suite 8s. Stamford, Connecticut 06901
 
ARTICLE SEVEN
 
INCORPORATORS
 
The name and address of each incorporator is:
 
Joel Arberman 444 Bedford Street, Suite 8s, Stamford, Connecticut, 06901
 
Executed by the undersigned on May 8th 1998
 
STATE OF Delaware
 
COUNTY of Kent.
 
 
 
- ---------------------
Joel Arberman