STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
              OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Digital Courier  Technologies,  Inc., a corporation  duly organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:  That  at a  meeting  of  the  Board  of  Directors  of  Digital  Courier
Technologies, Inc., (the "Corporation"),  resolutions were adopted setting forth
a proposed amendment of the Amended and Restated Certificate of Incorporation of
the Corporation,  declaring said amendment to be advisable and calling a meeting
of the stockholders of the Corporation for consideration thereof. The resolution
setting forth the proposed amendment (the "Amendment") is as follows:

            RESOLVED that the Amended and Restated  Certificate of Incorporation
            of this  corporation  be amended by  changing  the  Article  thereof
            numbered "IV" so that, as amended, said Article shall be and read as
            follows:  "The total number of shares of stock of all classes  which
            the  Corporation  shall have authority to issue is Fifty Two Million
            Five  Hundred   Thousand   (52,500,000)   of  which  Fifty   Million
            (50,000,000)  shares shall have a par value of One  Hundredth of One
            Cent  ($.0001) each and shall be shares of common stock (the "Common
            Stock"),  and Two Million Five Hundred Thousand  (2,500,000)  shares
            shall have a par value of One  Hundredth of One Cent  ($.0001)  each
            and shall be shares of preferred stock (the "Preferred Stock")."

SECOND: That, thereafter,  pursuant to resolution of its Board of Directors,  an
annual meeting of the  stockholders  of the Corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation law of the
State of Delaware,  at which meeting the necessary  number of shares as required
by statute were voted in favor of the Amendment.

THIRD: That said Amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of the  Corporation  shall not be reduced  under or by
reason of said Amendment.

                                       1




IN WITNESS  WHEREOF,  said Digital  Courier  Technologies,  Inc. has caused this
certificate to be signed by Mitchell  Edwards,  an Authorized  Officer,  on this
18th day of December, 1998.

                        BY: /s/ Mitchell Edwards
                            ----------------------------
                                Mitchell Edwards
                        TITLE:  Executive Vice President

ACKNOWLEDGMENT

STATE OF UTAH    )
                 ) ss.
COUNTY OF SUMMIT )

         Mitchell  Edwards,  being duly  sworn,  deposes and says that he is the
Executive V.P. of Digital Courier  Technologies,  Inc., a Delaware  corporation,
and that  the  foregoing  Certificate  of  Amendment  is true to the best of his
knowledge, information and belief.

                          /s/ Mitchell Edwards
                          --------------------
                              Mitchell Edwards

         The foregoing  instrument was  acknowledged  before me this 18th day of
December,  1998, by Mitchell  Edwards,  the Executive  Vice President of Digital
Courier Technologies, Inc., a Delaware corporation.

                                                     /s/ Mary Beth Knapp
                                                     -------------------
                                                         Mary Beth Knapp
(Seal)

My commission expires:                               Residing at:

1/23/2002                                            Park City, UT