CERTIFICATE OF INCORPORATION
 
                                       OF
 
                          GLOBETEL COMMUNICATIONS CORP.
 
                     (Pursuant to Section 101 and 102 of the
                General Corporation Law of the State of Delaware)
 
                                   ----------
 
      The undersigned, in order to form a corporation pursuant to Sections 101
and 102 of the General Corporation Law of the State of Delaware, does hereby
certify as follows:
 
      FIRST: The name of the corporation (the "Corporation") is GlobeTel
Communications Corp.
 
      SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington 19801, County of New Castle.
The name of the registered agent of the Corporation in the State of Delaware at
such address is The Corporation Trust Company.
 
      THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
 
      FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is one billion five hundred and ten million
(1,510,000,000) of which one billion five hundred million (1,500,000,000) shares
shall be designated "Common Stock", $.001 par value per share and of which ten
million (10,000,000) shall be designated "Preferred Stock", par value $.001.
 
      FIFTH: The name and mailing address of the sole incorporator are as
follows:
 
            Name                                Address
            ----                                -------
            Robinson Markel                     c/o Katten Muchin Zavis Rosenman
                                                575 Madison Avenue
                                                New York, NY  10022
 
      SIXTH: The Board of Directors of the Corporation shall have the power to
adopt, amend and repeal the by-laws of the Corporation.
 
      SEVENTH: Election of directors need not be by written ballot.
 
      EIGHTH: No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that nothing in this Article EIGHTH shall
eliminate or limit the liability of any director (i) for breach of the
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director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. Neither the amendment nor repeal of this
Article EIGHTH, nor the adoption of any provision of the Certificate of
Incorporation inconsistent with this Article EIGHTH, shall eliminate or reduce
the effect of this Article EIGHTH in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article EIGHTH, would accrue
or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
 
      NINTH: The Corporation shall, to the fullest extent legally permissible
under the provisions of the General Corporation Law of State of Delaware, as the
same may be amended and supplemented, indemnify and hold harmless any and all
persons whom it shall power to indemnify under said provisions from and against
all liabilities (including expenses) imposed upon or reasonably incurred by him
or her in connection with any action, suit or other proceeding in which he or
she may be involved or with which he or she may be threatened, or other matters
referred to in or covered by said provisions both as to action in his or her
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer of the Corporation. Such indemnification provided shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-law, Agreement or Resolution adopted by the shareholders entitled to vote
thereon after notice.
 
      IN WITNESS WHEREOF, I have hereunto signed my name and affirm, under the
penalties of perjury, that this Certificate is my act and deed and that the
facts stated herein are true this 25th day of March 2002.
 
 
                                        /s/ Robinson Markel
                                        ------------------------
                                        Robinson Markel
                                        Sole Incorporator
 
 
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