FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  M-WISE, INC.


                  m-Wise, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware DOES HEREBY
CERTIFY:

                  FIRST: That the Corporation was originally incorporated in
Delaware under the name Wireless Auctions, Inc., and it filed its original
Certificate of Incorporation with the Secretary of State of Delaware on February
1, 2000. On September 14, 2000, the Corporation filed with the Secretary of
State of the State of Delaware a Certificate of Amendment to its Certificate of
Incorporation. On October 11, 2000, the Corporation filed with the Secretary of
State of the State of Delaware a Certificate of Amendment to its Certificate of
Incorporation changing its name to m-Wise, Inc. On December 21, 2000, the
Corporation filed with the Secretary of State of the State of Delaware a
Certificate of Designation, Preferences and Rights of the Preferred A Stock (par
value $0.01 per share). On January 9, 2001, the Corporation filed with the
Secretary of State of the State of Delaware the Amended and Restated Certificate
of Incorporation. On March 5, 2002, the Corporation filed with the Secretary of
State of the State of Delaware the Second Amended and Restated Certificate of
Incorporation. On February 10, 2003, the Corporation filed with the Secretary of
State of the State of Delaware the Third Amended and Restated Certificate of
Incorporation.

                  SECOND: That the Fourth Amended and Restated Certificate of
Incorporation of m-Wise, Inc. in the form attached hereto as EXHIBIT A has been
duly adopted in accordance with the provisions of Sections 245 and 242 of the
General Corporation Law of the State of Delaware by the directors and the
stockholders of the Corporation.

                  THIRD: That the Fourth Amended and Restated Certificate of
Incorporation so adopted is as set forth in EXHIBIT A attached hereto and is
hereby incorporated herein by reference.

                  IN WITNESS WHEREOF, m-Wise, Inc. has caused this Certificate
to be signed by its Chairman of the Board of Directors and attested to by its
Secretary on February 26, 2004.



                                    M-WISE, INC.



                                   By:/s/ SHAY BEN-ASULIN
                                    -----------------------------------
                                   Shay Ben-Asulin, Chairman of the Board





                                    EXHIBIT A

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF

                                  M-WISE, INC.

FIRST : The name of the corporation (hereinafter called the "Corporation") is
m-Wise, Inc.

SECOND : The address of the registered office of the Corporation in the State of
Delaware is 2711 Centerville Road, Suite 400, New Castle County, Wilmington,
Delaware 19808, and the name of the registered agent of the Corporation in the
State of Delaware at such address is The Company Corporation.

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:

           A. AUTHORIZED SHARES. The Corporation is authorized to issue two
classes of stock to be designated respectively Preferred Stock ("Preferred
Stock") and Common Stock ("Common Stock"). The total number of shares of capital
stock that the Corporation is authorized to issue is Three Hundred Eighty
Million (380,000,000). The total number of shares of Preferred Stock the
Corporation is authorized to issue is One Hundred and Seventy Million
(170,000,000). The total number of shares of Common Stock the Corporation is
authorized to issue is Two Hundred and Ten Million (210,000,000). The Preferred
Stock shall have a par value of $0.0017 per share and the Common Stock shall
have a par value of $0.0017 per share.

           B. PROVISIONS RELATING TO PREFERRED STOCK. The Preferred Stock may be
issued from time to time in one or more series. The Board of Directors of the
Corporation (the "Board of Directors") is hereby expressly authorized, subject
to the limitations provided by law, to provide for the issuance of shares of
Preferred Stock in one or more series, and to fix the number of shares and to
determine or alter, for each such series, such voting powers, full or limited,
or no voting powers, and such designations, preferences, and relative,
participating, optional, or other rights and such qualifications, limitations,
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issue of such
shares and as may be permitted by the General Corporation Law of the State of
Delaware. The Board of Directors is also expressly authorized to increase or
decrease (but not below the number of shares of such series then outstanding,
including shares reserved for issuance upon the exercise of warrants) the number
of shares of any series of Preferred Stock subsequent to the issue of shares of
that series. In case the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume the status that
they had prior to the adoption of the resolution originally fixing the number of
shares of such series.


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           C. PROVISIONS RELATING TO COMMON STOCK. The powers, privileges and
rights pertaining to the Common Stock shall be subject to the powers,
privileges, preferences and rights pertaining to the Preferred Stock and any and
all series thereof.

           (i) Subject to the preferential rights applicable to the shares of
the Preferred Stock, as shall be determined pursuant to the provisions of part B
of this Article FOURTH, the holders of shares of Common Stock shall be entitled
to receive such dividends as may be declared by the Board of Directors.

           (ii) Subject to the preferential rights applicable to the shares of
the Preferred Stock, as shall be determined pursuant to the provisions of part B
of this Article FOURTH, in the event of any liquidation, dissolution or winding
up of the Corporation, either voluntary or involuntary, the holders of shares of
Common Stock shall be entitled to receive all of the assets of the Corporation
available for distribution to its stockholders ratably in proportion to the
number of shares of Common Stock held by them.

           (iii) The holders of shares of Common Stock shall be entitled to one
(1) vote for each such share upon all matters and proposals presented to the
stockholders on which holders of Common Stock are entitled to vote and shall be
entitled to notice of any stockholders' meeting in accordance with the Bylaws of
the Corporation. Fractional votes shall not, however, be permitted and any
fractional voting rights shall be rounded to the nearest whole number.

           (iv) The Board of Directors shall consist of five (5) members.
Subject to the preferential rights applicable to the shares of the Preferred
Stock, as shall be determined pursuant to the provisions of part B of this
Article FOURTH, the holders of Common Stock shall have the exclusive right to
nominate and elect the members of the Board of Directors of the Corporation, by
an affirmative vote of the holders of a majority of the Common Stock. In the
case of any vacancy in the office of a member of the Board of Directors, the
holders of a majority of the Common Stock may elect a successor or successors to
hold the office for the unexpired term of the director or directors whose place
or places shall be vacant. Any director who shall have been elected in
accordance with this section may be removed during the aforesaid term of office,
whether with or without cause, only by the affirmative vote of the holders of a
majority of the Common Stock.

           Fifth: In furtherance and not in limitation of the powers conferred
by law, the Board of Directors is expressly authorized, both before and after
receipt of any payment for any of the Corporation's capital stock, to adopt,
amend, repeal or otherwise alter the Bylaws of the Corporation without any
action on the part of the stockholders; PROVIDED, HOWEVER, that the grant of
such power to the Board of Directors shall not divest the stockholders of nor
limit their power, to adopt, amend, repeal or otherwise alter the Bylaws.

           Sixth: Elections of directors need not be by written ballot.

           Seventh: The Corporation reserves the right to adopt, repeal, rescind
or amend in any respect any provisions contained in this Fourth Amended and
Restated Certificate of Incorporation in the manner now or hereafter prescribed
by applicable law, and all rights conferred on stockholders herein are granted
subject to this reservation.



                                      -3-



         EIGHTH: A director of the Corporation shall, to the full extent
permitted by the General Corporation Law of the State of Delaware as it now
exists or as it may hereafter be amended, not be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Neither any amendment nor repeal of this Article EIGHTH, nor the
adoption of any provision of this Fourth Amended and Restated Certificate of
Incorporation inconsistent with the 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: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as a consequence of such compromise or arrangement, the same
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.


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