AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

VERTICALONE CORPORATION

TABLE OF CONTENTS

PAGE
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ARTICLE I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 2

ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 2

ARTICLE III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .

1. Dividends.
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2. Liquidation.
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3. Redemption.
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4. Voting Rights.
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5. Conversion.
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6. Definitions.
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ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .

ARTICLE V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .

ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .

ARTICLE VII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .

ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .

2
Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

VERTICALONE CORPORATION
(originally incorporated October 8, 1998)

The undersigned, Neal McEwen and J. Stephen Hufford, being the
President and Secretary, respectively, of VerticalOne Corporation, a corporation
organized and existing under the laws of the State of Delaware, on behalf of
said corporation, hereby certify as follows:

FIRST: The name of the corporation (hereinafter the "Corporation") is
VerticalOne Corporation.

SECOND: The Certificate of Incorporation of the Corporation as in
effect on the date hereof is hereby amended to read in its entirety as set forth
on Exhibit A hereto.

THIRD: That said Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of Sections 228, 242 and 245 of the
General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have executed this Certificate this 23rd day of
September, 1999.
/s/ NEAL McEWEN
---------------------------------------
President

Attest: /s/ J. STEPHEN HUFFORD
----------------------
Secretary
3
EXHIBIT A

ARTICLE I

The name of the corporation is VerticalOne Corporation (the
"Corporation").

ARTICLE II

The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

ARTICLE III

The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 55,980,097 shares, consisting of
(a) 40,000,000 shares of Common Stock, par value $0.001 per share (the "Common
Stock"), (b) 15,980,097 shares of Convertible Preferred Stock, par value $.01
per share, 3,919,243 of which are designated Series A Convertible Preferred
Stock (the "Series A Preferred Stock"), 7,716,050 of which are designated Series
B Convertible Preferred Stock (the "Series B Preferred Stock") and 4,344,804 of
which are designated Series C Convertible Preferred Stock (the "Series C
Preferred Stock"), all of which Series A, B and C Preferred Stock are
collectively referred to together as the "Preferred Stock."

The designations, powers, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations and
restrictions thereof in respect of the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock and the Common Stock are as
follows:

PREFERRED STOCK

1. DIVIDENDS.

The holders of the Series A, Series B and Series C Preferred Stock
shall be entitled to receive, when, as and if declared by the Board, out of
funds legally available for that purpose, dividends at the same amount as
dividends paid with respect to the Common Stock treating each share of Series A,
Series B and Series C Preferred Stock as being equal to the number of Shares of
Common Stock into which each share of Series A, Series B and Series C Preferred
Stock is then convertible.

2. LIQUIDATION.

(a) Upon any Liquidation of the Corporation, the holders of the shares
of Series B Preferred Stock and the Series C Preferred Stock shall first be
entitled, before any distribution or payment is made upon any common, preferred
or any other capital stock of the Corporation (including the Series A Preferred
Stock) ranking on Liquidation junior to the Series B Preferred Stock and the
Series C Preferred Stock, an amount equal to the price originally paid to the
Corporation for such share (as adjusted for stock splits, stock dividends and
the like) plus,

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in the case of each share, any dividends declared but unpaid thereon (the
"Original Cost"), computed to the date payment thereof is made available (such
amount payable with respect to one share of Series B Preferred Stock and one
share of Series C Preferred Stock being sometimes referred to as the
"Liquidation Preference Payment" and with respect to all shares of Series B
Preferred Stock and all shares of Series C Preferred Stock being sometimes
referred to as the "Liquidation Preference Payments").

(b) Upon any Liquidation of the Corporation, subsequent to payment by
the Corporation of the Liquidation Preference Payments to the holders of the
Series B Preferred Stock and the holders of the Series C Preferred Stock, the
holders of the Series A Preferred Stock shall be entitled to receive an amount
equal to $1.00 per share (as adjusted for stock splits, stock dividends and the
like) plus, in the case of each share, any dividends declared but unpaid thereon
computed to the date payment is made available (the "Series A Liquidation
Payments").

(c) If upon a Liquidation of the Corporation, the assets to be
distributed among the holders of Series B Preferred Stock and the Series C
Preferred Stock shall be insufficient to permit payment in full to the holders
of Series B Preferred Stock and the Series C Preferred Stock of their respective
Liquidation Preference Payments, then the entire assets of the Corporation to be
so distributed shall be distributed ratably among the holders of Series B
Preferred Stock and the Series C Preferred Stock pro rata based upon their
respective Liquidation Preference Payment amounts. Upon a Liquidation of the
Corporation, immediately after the holders of Series B Preferred Stock and the
Series C Preferred Stock shall have been paid in full the Liquidation Preference
Payments, the remaining net assets of the Corporation available for distribution
shall be used to pay the Series A Liquidation Payments; if the remaining net
assets shall be insufficient to permit payment in full to the holders of the
Series A Preferred Stock of the Series A Liquidation Payments, then the
remaining net assets shall be distributed ratably among the holders of the
Series A Preferred Stock . After the Liquidation Preference Payments and the
Series A Liquidation Payments shall have been made in full, the remaining net
assets of the Corporation available for distribution shall be distributed
ratably among the holders of Series B Preferred Stock and the holders of Common
Stock. After receiving the Series A Liquidation Payments and Series C
Liquidation Payments, the holders of the Series A and Series C Preferred Stock
shall not participate in any distribution made to the holders of the Series B
Preferred Stock or the Common Stock.

(d) Written notice of such Liquidation, stating a payment date, the
amount of the Liquidation Preference Payments and the Series A Liquidation
Payments, and the place where said Liquidation Preference Payments and the
Series A Liquidation Payments, shall be payable, shall be delivered in person,
mailed by certified or registered mail, return receipt requested, or sent by
telecopier or telex, not less than 20 days prior to the payment date stated
therein, to the holders of record of Series B Preferred Stock and the Series C
Preferred Stock. Such notice shall be addressed to each such holder at its
address as shown by the records of the Corporation.

3. REDEMPTION.

(a) At the election of the holders of a Majority in Interest of the
shares of Series B Preferred Stock, the Corporation shall redeem one-third of
the outstanding Series B

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Preferred Stock on each of December 31, 2005, December 31, 2006, and December
31, 2007 (each a "Redemption Date"). At the election of the holders of a
Majority in Interest of the shares of Series C Preferred Stock, the Corporation
shall redeem one third of the outstanding Series C Preferred Stock on each of
the Redemption Dates. Such elections shall be provided to the Corporation in
writing at least 90 days prior to the Redemption Date. If the assets of the
Corporation available for redemption of the Series B Preferred Stock or the
Series C Preferred Stock, as applicable, shall be insufficient to permit the
payment of the full price required to be paid under this Section 3, then the
holders of Series B Preferred Stock, or the Series C Preferred Stock, as
applicable, shall share ratably in any such redemption according to the
respective amounts which would be payable in respect of the number of shares
that such holders own if all amounts payable on or with respect to such shares
were paid in full.

(b) On and after any Redemption Date, all rights in respect of the
shares of Series B Preferred Stock or Series C Preferred Stock to be redeemed on
such Redemption Date, except the right to receive the Redemption Price, shall
cease and terminate and such shares shall no longer be deemed to be outstanding,
whether or not the certificates representing such shares have been received by
the Corporation; provided, however, that if default shall be made by the
Corporation in the payment of the Redemption Price, such rights shall remain in
full force and effect and be exercisable, and such shares shall be deemed to
remain outstanding, until such default is cured.

(c) Anything contained in this Section 3 to the contrary
notwithstanding, the holders of shares of Series B Preferred Stock and the
Series C Preferred Stock requested by such holders as herein provided to be
redeemed pursuant to this Section 3 shall have the right, exercisable at any
time up to the close of business on the Redemption Date to convert all or any
part of such shares to be redeemed as herein provided into shares of Common
Stock pursuant to Section 5 hereof; provided, however, that if default shall be
made by the Corporation in the payment of the Redemption Price as herein
provided, such right shall be exercisable until such default is cured. If, and
to the extent, any shares of Series B Preferred Stock or Series C Preferred
Stock so entitled to redemption are converted into shares of Common Stock by the
holders thereof prior to the close of business on the Redemption Date, the total
number of shares of Series B Preferred Stock or Series C Preferred Stock
otherwise to be redeemed on such date shall be reduced by the number of shares
of Series B Preferred Stock or Series C Preferred Stock so converted.

(d) To the extent that on any Redemption Date, the Corporation is not
legally permitted (by Delaware law, this Amended and Restated Certificate of
Incorporation, its by-laws, contractual provisions, or otherwise) to pay the
Redemption Price of any shares of Series B Preferred Stock or Series C Preferred
Stock required to be redeemed by the Corporation on such Redemption Date, the
Corporation shall promptly take all action (including, without limitation, a
revaluation of assets or a prepayment of indebtedness restricting such
redemption) as may be permitted by applicable law to permit such redemption in
full. If the Corporation remains unable after the taking of such action to
repurchase any or all of such shares, the Corporation shall immediately
repurchase such shares upon the termination of such legal prohibition.

(e) The price (the "Redemption Price") at which each share of Series B
Preferred Stock and each of the Series C Preferred Stock is to be redeemed by
the Corporation

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pursuant to this Section 3 shall be equal to the Liquidation Amount plus
interest at a rate of 10 percent per annum (accruing from the date of issuance
and calculated based on 365 days per year) of such share on the date of such
redemption; provided that such interest payments shall be reduced (but not
below zero) by the amount of dividends previously paid on each such share of
Series B Preferred Stock or each such share of Series C Preferred Stock. The
conversion of any shares of the Series B Preferred Stock or Series C Preferred
Stock into Common Stock shall have no effect on the Redemption Price payable in
connection with the redemption of the shares of Series B Preferred Stock or
Series C Preferred Stock not so converted.

(f) Any communication or notice relating to redemption given pursuant
to this Section 3 shall be sent by first-class certified mail, return receipt
requested, postage prepaid, to the holders of record of shares of Series B
Preferred Stock or Series C Preferred Stock, as applicable, at their respective
addresses as the same shall appear on the books of the Corporation, or to the
Corporation at the address of its principal, or registered office, as the case
may be. At any time on or after the Redemption Date, the holders of record of
shares of Series B Preferred Stock, or the Series C Preferred Stock, as
applicable, being redeemed in accordance with this Section 3 shall be entitled
to receive the Redemption Price as determined upon actual delivery to the
Corporation or its agents of the certificates representing the shares to be
redeemed.

4. VOTING RIGHTS.

(a) Notwithstanding anything to the contrary in this Amended and
Restated Certificate of Incorporation, the Series C Preferred Stock shall be
non-voting stock and shall not have the right to elect a director to the Board
of the Corporation or otherwise have any voting rights until such time as the
Agreement and Plan of Merger, dated as of September 23, 1999, by and among the
Corporation, VerticalOne Acquisition Corporation and Security First Technologies
Corp., a Delaware corporation ("Security First") is terminated and any
expiration or termination period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, shall have expired (the "Voting Trigger
Date").

(b) In addition to the rights provided by law or in the Corporation's
By-laws, each share of Preferred Stock (other than holders of the Series C
Preferred Stock prior to the Voting Trigger Date) shall entitle the holder
thereof to such number of votes as shall equal the number of shares of Common
Stock into which such share of Preferred Stock is then convertible pursuant to
Section 5 at the record date for the determination of stockholders entitled to
vote or, if no record date is established, at the date such vote is taken. The
holders of Preferred Stock (other than holders of the Series C Preferred Stock
prior to the Voting Trigger Date) shall be entitled to vote on all matters as to
which holders of Common Stock shall be entitled to vote, in the same manner and
with the same effect as such holders of Common Stock, voting together with the
holders of Common Stock as one class.

(c) In addition to the other rights specified in this Section 4, the
holders of a Majority in Interest of the shares of Series B Preferred Stock
outstanding, voting separately as one class, shall at all times have the special
and exclusive right to elect two directors to the Board, the holders of a
Majority in Interest of

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the shares of Series A Preferred Stock outstanding, voting separately as one
class, shall at all times have the special and exclusive right to elect one
director to the Board and, after the Voting Trigger Date, the holders of a
Majority in Interest of the shares of Series C Preferred Stock outstanding,
voting separately as one class, shall at all times have the special and
exclusive right to elect one director to the Board, in each case, in accordance
with the provisions set forth in the Stockholders' Agreement. In any election
of directors by the holders of Preferred Stock pursuant to this Section 4(b),
each holder of Preferred Stock (other than holders of the Series C Preferred
Stock prior to the Voting Trigger Date) shall be entitled to one vote for each
share of Preferred Stock held. The Corporation shall take all actions
necessary to effectuate the terms and provisions of this Section 4(b). The
special and exclusive voting rights of the holders of Preferred Stock contained
in this Section 4(b) may be exercised either at a special meeting of the
holders of Preferred Stock called as provided below, or at any annual or
special meeting of the stockholders of the Corporation, or by written consent
of such holders in lieu of a meeting. The directors to be elected pursuant to
this Section 4(b) shall serve for terms extending from the date of their
election and qualification until their successors shall have been elected and
qualified. If at any time any directorship to be filled by the holders of
Preferred Stock pursuant to this Section 4(b) has been vacant for a period of
10 days, the Secretary of the Corporation shall, upon the written request of
any holder of such Preferred Stock, call a special meeting of the holders of
such Preferred Stock for the purpose of electing a director or directors to
fill such vacancy or vacancies. Such meeting shall be held at the earliest
practicable date, and at such place, as is specified in or determined in
accordance with the By-laws of the Corporation. If such meeting shall not be
called by the Secretary of the Corporation within 10 days after personal
service of such written request on him or her, then any holder of Preferred
Stock may designate in writing one of their members to call such meeting at the
expense of the Corporation, and such meeting may be called by such person so
designated upon the notice required for annual meetings of stockholders and
shall be held at such place as specified in such notice. Any holder of
Preferred Stock so designated shall have access to the stock books of the
Corporation relating to Preferred Stock for the purpose of calling a meeting of
the stockholders pursuant to these provisions. At any meeting held for the
purpose of electing directors as provided in this Section 4(b), the presence,
in person or by proxy, of the holders of record of shares representing at least
a majority of the voting power of the applicable series Preferred Stock then
outstanding shall be required to constitute a quorum of the applicable series
Preferred Stock for such election. A vacancy in the directorships to be
elected by the holders of applicable series Preferred Stock pursuant to this
Section 4(b) may be filled only by vote or written consent in lieu of a meeting
of the holders of at least a majority of the voting power of the applicable
series Preferred Stock.

(d) The Corporation shall not, without the affirmative consent or
approval of the holders of a Majority in Interest of the shares of the Series B
Preferred Stock then outstanding, voting separately as a class:

(i) in any manner authorize, create, designate, issue or sell any
class or series of capital stock (including any shares of treasury stock)
or rights, options, warrants or other securities convertible into or
exercisable or exchangeable for capital stock or any debt security which by
its terms is convertible into or exchangeable for any equity security or
has any other equity feature or any security that is a combination of debt
and equity, which, in each case, as to the payment of dividends,
distribution of assets or redemptions, including, without limitation,
distributions to be made upon a Liquidation, is pari passu with or is
senior to the Series B Preferred Stock or which in any manner adversely
affects the holders of the Series B Preferred Stock;

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(ii) in any manner alter or change the terms, designations,
powers, preferences or relative, participating, optional or other special
rights, or the qualifications, limitations or restrictions, of the Series B
Preferred Stock;

(iii) reclassify the shares of any class or series of
capital stock into shares of any class or series of capital stock (A)
ranking, either as to payment of dividends, distributions of assets or
redemptions, including, without limitation, distributions to be made upon a
Liquidation, senior to or on a parity with such Series B Preferred Stock,
or (B) which in any manner adversely affects the rights of the holders of
such Series B Preferred Stock in their capacity as such;

(iv) take any action to cause any amendment, alteration or
repeal of any of the provisions of (A) the Restated Certificate of
Incorporation or (B) the By-laws of the Corporation, if such amendment,
alteration or repeal would materially and adversely affect the Series B
Preferred Stock;

(v) approve or authorize any Liquidation or any recapitalization
or reorganization of the Corporation or any subsidiary;

(vi) approve or authorize the redemption of any shares of
the Common Stock, other than the shares of Common Stock repurchased from
directors, employees or consultants of the Corporation or any subsidiary
pursuant to agreements under which the Corporation has the option to
repurchase such shares upon the occurrence of certain events, including,
without limitation, termination of employment or service;

(vii) approve or authorize the incurrence of any indebtedness or
the issuance of any guarantee of any obligation of any other person or
entity (other than a subsidiary) if the aggregate amount of the principal
amount of such indebtedness and the principal amount of the indebtedness so
guaranteed shall exceed the stockholders equity of the Corporation;

(viii) approve or authorize the payment of any dividend or other
distribution upon shares of capital stock other than the Series B Preferred
Stock; or

(ix) consummate a Sale of the Corporation.

(e) During any period in which the holders of the Series C Preferred
Stock do not have the right to elect a director to the Board, such holders shall
have the right to one (1) representative (the "Series C Observer") attend
meeting of the Board, and the Corporation shall permit the Series C Observer to
attend all such meetings as an observer. The Series C Observer shall not have
the right to vote on any matter presented to the Board or any committee thereof.
The Corporation shall give the Series C Observer written notice of each meeting
of the Board and all written materials and other information given to the
Corporation's directors in the same manner and at the same time such notices,
materials and other information are given to the directors. If the Board
proposes to take any action by written consent in lieu of a meeting, the
Corporation shall give written notice thereof to the Series C Observer prior to
the effective date of such consent describing the nature and substance of such
action. The Series C Observer shall keep confidential all confidential
information provided to it in its capacity as an observer;

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provided that the Series C Observer may disclose such confidential information
to the holders of the Series C Preferred Stock. The holders of the Series C
Preferred Stock shall also be bound by this provisions of this confidentiality
obligation, except that the holders of the Series C Preferred Stock may
disclose such confidential information to their directors, officers and
employees who need to know such information.

5. CONVERSION.

(a) Upon the terms set forth in this Section 5, by surrender of the
certificate representing each share (i) each holder of each share of Series A
Preferred Stock shall have the right, at such holder's option, at any time and
from time to time, to convert all or any part of such shares into the number of
fully paid and nonassessable shares of Common Stock equal to the quotient
obtained by dividing (A) $1.00 by (B) the Conversion Price (defined below) as
last adjusted and then in effect, (ii) each holder of each share of Series B
Preferred Stock shall have the right, at such holder's option, at any time and
from time to time, to convert all or any part of such shares into the number of
fully paid and nonassessable shares of Common Stock equal to the quotient
obtained by dividing (A) the Original Cost by (B) the Conversion Price (as
defined below), as last adjusted and then in effect and (iii) each holder of
each share of Series C Preferred Stock shall have the right, at such holder's
option, at any time and from time to time, to convert all or any part of such
shares into the number of fully paid and nonassessable shares of Common Stock
equal to the quotient obtained by dividing (A) the Original Cost by (B) the
Conversion Price (defined below) as last adjusted and then in effect. The
conversion price per share at which shares of Common Stock shall be issuable
upon conversion of shares of Series A Preferred Stock shall be $1.00, the
conversion price per share at which shares of Common Stock shall be issuable
upon conversion of shares of Series B Preferred Stock shall be $1.62 and the
conversion price per share at which shares of Common Stock shall be issuable
upon conversion of the shares of the Series C Preferred Stock shall be $5.754
(in each case, the "Conversion Price"), as adjusted pursuant to paragraph (e)
below. The holder of any shares of Preferred Stock may exercise the conversion
right pursuant to this paragraph (a) by delivering to the Corporation the
certificate for the shares to be converted, duly endorse or assigned in blank or
to the Corporation (if required by it), accompanied by written notice stating
that the holder elects to convert such shares and stating the name or names
(with address) in which the certificate or certificates for the shares of Common
Stock are to be issued. Conversion shall be deemed to have been effected on the
date when such delivery is made or upon the consummation of a Qualified Public
Offering as provided below, if applicable (the "Conversion Date").

(b) Upon the terms set forth in this Section 5 upon the consummation
of a Qualified Public Offering, (i) each share of Series A Preferred Stock shall
automatically be converted into that number of fully paid and nonassessable
shares of Common Stock equal to the quotient obtained by dividing (A) $1.00 by
the (B) applicable Conversion Price, as last adjusted and then in effect, (ii)
each share of Series B Preferred Stock shall automatically be converted into
that number of fully paid and nonassessable shares of Common Stock equal to the
quotient obtained by dividing (A) the Original Cost by (B) the applicable
Conversion Price, as last adjusted and then in effect and (iii) each share of
Series C Preferred Stock shall automatically be converted into that number of
fully paid and nonassessable shares of Common Stock equal to the quotient
obtained by dividing (A) the Original Cost by the (B) applicable Conversion
Price, as last adjusted and then in effect. All shares of Series A Preferred
Stock and Series C Preferred

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Stock shall also automatically be converted into Common Stock in accordance with
the terms set forth in clause (i) and (iii) above upon the vote of a Majority in
Interest of the holders of the Series A Preferred Stock and Series C Preferred
Stock, respectively.

(c) As promptly as practicable after the conversion of any shares of
Preferred Stock into Common Stock under paragraph (a) or (b) above, the
Corporation shall issue and deliver to or upon the written order of such holder,
to the place designated by such holder, a certificate or certificates for the
number of full shares of Common Stock to which such holder is entitled, and a
cash amount in respect of any fractional interest in a share of Common Stock as
provided in paragraph (d) below. The person in whose name the certificate or
certificates for Common Stock are to be issued shall be deemed to have become a
stockholder of record on the applicable Conversion Date unless the transfer
books of the Corporation are closed on that date, in which event such person
shall be deemed to have become a stockholder of record on the next succeeding
date on which the transfer books are open, but the Conversion Price shall be
that in effect on the Conversion Date, and the rights of the holder of the
shares of Preferred Stock so converted shall cease on such Conversion Date. Upon
conversion of only a portion of the number of shares covered by a certificate
representing shares of Preferred Stock surrendered for conversion, the
Corporation shall issue and deliver to or upon the written order of the holder
of the certificate so surrendered for conversion, at the expense of the
Corporation, a new certificate covering the number of shares of Preferred Stock
representing the unconverted portion of the certificate so surrendered.

(d) No fractional shares of Common Stock or scrip shall be issued upon
conversion of shares of Preferred Stock. The number of full shares of Common
Stock issuable upon conversion of Preferred Stock shall be computed on the basis
of the aggregate number of shares of such Preferred Stock to be converted.
Instead of any fractional shares of Common Stock which would otherwise be
issuable upon conversion of any such shares, the Corporation shall pay a cash
adjustment in respect of such fractional interest in an amount equal to the
product of (A) the price of one share of Common Stock as determined in good
faith by the Board and (B) such fractional interest. The holders of fractional
interests shall not be entitled to any rights as stockholders of the Corporation
in respect of such fractional interests.

(e) The Conversion Price shall be subject to adjustment from time to
time as follows:

(i) If the Corporation shall, at any time or from time to time
after the Original Issuance Date, issue any shares of Common Stock other
than Excluded Stock without consideration or for a consideration per share
less than the Conversion Price in effect immediately prior to the issuance
of such Common Stock, then such Conversion Price, as in effect immediately
prior to each such issuance, shall forthwith be lowered to a price equal to
the quotient obtained by dividing:

(A) an amount equal to the sum of (x) the total number of shares
of Common Stock outstanding on a fully-diluted basis immediately prior
to such issuance, multiplied by the Conversion Price in effect
immediately prior to such issuance, and (y) the consideration received
by the Corporation upon such issuance; by

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(B) the total number of shares of Common Stock outstanding on a
fully-diluted basis immediately after the issuance of such Common
Stock.

(ii) For the purposes of any adjustment of a Conversion Price pursuant to
clause (i) above, the following provisions shall be applicable:

(A) In the case of the issuance of Common Stock for cash in a public
offering or private placement, the consideration shall be deemed to be the
amount of cash paid therefor after deducting therefrom any discounts,
commissions or placement fees payable by the Corporation to any underwriter
or placement agent in connection with the issuance and sale thereof.

(B) In the case of the issuance of Common Stock for a consideration
in whole or in part other than cash, the consideration other than cash shall
be deemed to be the fair market value thereof as determined in good faith by
the Board, irrespective of any accounting treatment.

(C) In the case of the issuance of options to purchase or rights to
subscribe for Common Stock, securities by their terms convertible into or
exchangeable for Common Stock, or options to purchase or rights to subscribe
for such convertible or exchangeable securities except for options to
acquire Excluded Stock:

(1) the aggregate maximum number of shares of Common Stock
deliverable upon exercise of such options to purchase or rights to
subscribe for Common Stock shall be deemed to have been issued at the
time such options or rights were issued and for a consideration equal to
the consideration (determined in the manner provided in subdivisions (A)
and (B) above), if any, received by the Corporation upon the issuance of
such options or rights plus the minimum purchase price provided in such
options or rights for the Common Stock covered thereby;

(2) the aggregate maximum number of shares of Common Stock
deliverable upon conversion of or in exchange for any such convertible
or exchangeable securities or upon the exercise of options to purchase
or rights to subscribe for such convertible or exchangeable securities
and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities, options, or rights were issued
and for a consideration equal to the consideration received by the
Corporation for any such securities and related options or rights
(excluding any cash received on account of accrued interest or accrued
dividends), plus the additional consideration, if any, to be received by
the Corporation upon the conversion or exchange of such securities or
the exercise of any related options or rights (the consideration in each
case to be determined in the manner provided in subdivisions (A) and (B)
above);

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(3) on any change in the number of shares or exercise price of
Common Stock deliverable upon exercise of any such options or rights or
conversions of or exchanges for such securities, other than a change
resulting from the antidilution provisions thereof, the Conversion Price
shall forthwith be readjusted to such Conversion Price as would have
been obtained had the adjustment made upon the issuance of such options,
rights or securities not converted prior to such change, or options or
rights related to such securities not converted prior to such change,
been made upon the basis of such change;

(4) on the expiration of any such options or rights, the
termination of any such rights to convert or exchange or the expiration
of any options or rights related to such convertible or exchangeable
securities, the Conversion Price shall forthwith be readjusted to such
Conversion Price as would have been obtained had the adjustment made
upon the issuance of such options, rights, securities or options or
rights related to such securities been made upon the basis of the
issuance of only the number of shares of Common Stock actually issued
upon the exercise of such options or rights, upon the conversion or
exchange of such securities, or upon the exercise of the options or
rights related to such securities and subsequent conversion or exchange
thereof; and

(5) No further adjustment of the Conversion Price adjusted upon
the issuance of any such options, rights, convertible securities or
exchangeable securities shall be made as a result of the actual issuance
of Common Stock on the exercise of any such rights or options or any
conversion or exchange of any such securities.

(iii) If, at any time after the Original Issuance Date, the number of
shares of Common Stock outstanding is increased by a stock dividend payable in
shares of Common Stock or by a subdivision or split-up of shares of Common
Stock, then, following the record date for the determination of holders of
Common Stock entitled to receive such stock dividend, subdivision or split-up,
the Conversion Price shall be appropriately decreased so that the number of
shares of Common Stock issuable on conversion of each share of Preferred Stock
shall be increased in proportion to such increase in outstanding shares.

(iv) If, at any time after the Original Issuance Date, the number of
shares of Common Stock outstanding is decreased by a combination of the
outstanding shares of Common Stock, then, following the record date for such
combination, the Conversion Price shall be appropriately increased so that the
number of shares of Common Stock issuable on conversion of each share of
Preferred Stock shall be decreased in proportion to such decrease in outstanding
shares.

(v) In the event of any capital reorganization of the Corporation, any
reclassification of the stock of the Corporation (other than a change in par
value or from par value to no par value or from no par value to par value or as
a result of a stock

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dividend or subdivision, split-up or combination of shares), or any
consolidation or merger of the Corporation, each share of Preferred Stock shall
after such reorganization, reclassification, consolidation, or merger be
convertible into the kind and number of shares of stock or other securities or
property of the Corporation or of the corporation resulting from such
consolidation or surviving such merger to which the holder of the number of
shares of Common Stock deliverable (immediately prior to the time of such
reorganization, reclassification, consolidation or merger) upon conversion of
such share of Preferred Stock would have been entitled upon such
reorganization, reclassification, consolidation or merger. The provisions of
this clause shall similarly apply to successive reorganizations,
reclassifications, consolidations or mergers.

(vi) No adjustment in any Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least $0.01 in such
Conversion Price; provided that any adjustments not required to be made by
virtue of this sentence shall be carried forward and taken into account in any
subsequent adjustment. All calculations under paragraphs (i) through (v) above
shall be made to the nearest one hundredth (1/100) of a cent or the nearest one
tenth (1/10) of a share, as the case may be.

(vii) In any case in which the provisions of this paragraph (e) shall
require that an adjustment shall become effective immediately after a record
date of an event, the Corporation may defer until the occurrence of such event
(1) issuing to the holder of any share of Preferred Stock converted after such
record date and before the occurrence of such event the shares of capital stock
issuable upon such conversion by reason of the adjustment required by such event
in addition to the shares of capital stock issuable upon such conversion before
giving effect to such adjustments, and (2) paying to such holder any amount in
cash in lieu of a fractional share of capital stock pursuant to paragraph (d)
above; provided, however, that the Corporation shall deliver to such holder an
appropriate instrument evidencing such holder's right to receive such additional
shares and such cash.

(viii) Whenever a Conversion Price shall be adjusted as provided in
paragraph (iv), the Corporation shall make available for inspection during
regular business hours, at its principal executive offices or at such other
place as may be designated by the Corporation, a statement, signed by its chief
executive officer, showing in detail the facts requiring such adjustment and the
Conversion Price that shall be in effect after such adjustment. The Corporation
shall also cause a copy of such statement to be sent by first class certified
mail, return receipt requested and postage prepaid, to each holder of Preferred
Stock at such holder's address appearing on the Corporation's records. Where
appropriate, such copy may be given in advance and may be included as part of
any notice required to be mailed under the provisions of paragraph (ix) below.

(ix) If the Corporation shall propose to take any action of the types
described in clause (v) of this paragraph (e), the Corporation shall give notice
to each holder of shares of Preferred Stock, in the manner set forth in
paragraph (viii) above, which notice shall specify the record date, if any, with
respect to any such action and the date on which such action is to take place.
Such notice shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect of such action (to

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the extent such effect may be known at the date of such notice) on the
Conversion Price and the number, kind or class of shares or other securities or
property which shall be deliverable or purchasable upon the occurrence of such
action or deliverable upon conversion of shares of Preferred Stock. In the
case of any action which would require the fixing of a record date, such notice
shall be given at least 20 days prior to the date so fixed, and in case of all
other action, such notice shall be given at least 30 days prior to the taking
of such proposed action. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of any such action.

(x) The Corporation shall at all times keep reserved, free from
preemptive rights, out of its authorized but unissued shares of Common Stock,
solely for the purpose of effecting the conversion of the Preferred Stock,
sufficient shares of Common Stock to provide for the conversion of all
outstanding shares of Preferred Stock.

(xi) Without duplication of any other adjustment provided for in this
Section 5, at any time the Corporation makes or fixes a record date for the
determination of holders of Common Stock entitled to receive a dividend or other
distribution payable in securities of the Corporation other than shares of
Common Stock, provision shall be made so that each holder of Preferred Stock
shall receive upon conversion thereof, in addition to the shares of Common Stock
receivable thereupon, the number of securities of the Corporation which it would
have received had its shares of Preferred Stock been converted into shares of
Common Stock on the date of such event and had such holder thereafter, during
the period from the date of such event to and including the date of conversion,
retained such securities receivable by it pursuant to this paragraph during such
period, subject to the sum of all other adjustments called for during such
period under this Section 5 with respect to the rights of such holder of
Preferred Stock.

(xii) No adjustment shall occur under this Section 5 in connection with
(A) the issuance of shares of Preferred Stock to Security First pursuant to the
Series C Preferred Stock Purchase Agreement, dated September 23, 1999, between
the Corporation and Security First, (B) the issuance of the warrant ("Security
First Warrant") to Security First pursuant to the Strategic Marketing and Sales
Agency Agreement, dated September 23, 1999, between the Corporation and Security
First, (C) the issuance of shares of Common Stock pursuant to the Security First
Warrant in accordance with its original terms, (D) the issuance of the warrant
("Rubin Warrant") to Jerry Rubin, which is exercisable for 45,000 shares of
Common Stock for an exercise price of $.10 per share, (E) the issuance of shares
of Common Stock pursuant to the Rubin Warrant in accordance with its original
terms, (F) the issuance of the warrant ("Karlin Warrant') to Michael Karlin,
which is exercisable for 90,000 shares of Common Stock for an exercise price of
$.32 per share, and (G) the issuance of shares of Common Stock pursuant to the
Karlin Warrant in accordance with its original terms.

6. DEFINITIONS.

As used herein, the following terms shall have the following meanings:

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(a) "Affiliate" means, with respect to any Person, any of (a) a
director, officer or stockholder holding 5% or more of the capital stock (on a
fully diluted basis) of such Person, (b) a spouse, parent, sibling or descendant
of such Person (or a spouse, parent, sibling or descendant of a director,
officer, or partner of such Person) and (c) any other Person that, directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with, another Person. The term "control" includes,
without limitation, the possession, directly or indirectly, of the power to
direct the management and policies of a Person, whether through the ownership of
voting securities, by contract or otherwise.

(b) "Board" shall mean the Board of Directors of the Corporation.

(c) "Excluded Stock" means (1) shares (as adjusted equitably for stock
dividends, stock splits, combinations, etc.) of Common Stock issuable upon
exercise of stock options (the issuance of which was duly approved by the Board)
granted to directors, officers, employees and consultants of the Corporation or
its subsidiaries and (2) shares of Common Stock issued upon conversion of shares
of Preferred Stock.

(d) "Independent Third Party" means, immediately prior to the
contemplated transaction, any person or entity which (i) does not own in excess
of five percent (5%) of the Corporation's capital stock deemed outstanding at
such time (on a fully-diluted basis) and (ii) is not an Affiliate of any such
owner.

(e) "Liquidation" means any Sale of the Corporation or voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, other than any dissolution, liquidation or winding up in connection
with any reincorporation of the Corporation in another jurisdiction.

(f) "Liquidation Amount" means as to each share of Series B Preferred
Stock the original price therefor to the Corporation upon the issuance thereof
plus all accrued and unpaid dividends thereon through the date of payment of
such amount to the holder thereof.

(g) "Majority in Interest" means, at any point in time, Preferred
Stockholders of a particular series of Preferred Stock owning, in the aggregate
more than 50% of the Common Stock owned by all such Preferred Stockholders at
such time (determined on a fully diluted basis, assuming the conversion of all
securities convertible into Common Stock and the exercise of all options and
warrants then exercisable for Common Stock).

(h) "Original Issuance Date" means, with respect to the Series A
Preferred Stock, the date of original issuance of the first share of Series A
Preferred Stock, with respect to the Series B Preferred Stock, the date of
original issuance of the first share of Series B Preferred Stock and with
respect to the Series C Preferred Stock, the date of original issuance of the
first share of Series C Preferred Stock.

(i) "Qualified Public Offering" shall mean a public offering of the
securities of the Corporation underwritten by an underwriter generally
recognized as a major bracket underwriter yielding net proceeds to the
Corporation of not less than $25,000,000 (net of all underwriting discounts,
commissions and expenses) and at an enterprise valuation of not less than
$100,000,000.

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(j) "Sale of the Corporation" means the sale of the Corporation to one
or more Independent Third Parties, pursuant to which such party or parties
acquire (i) capital stock or other securities of the Corporation possessing the
voting power to elect a majority of the Corporation's Board (whether by merger,
consolidation or issuance, sale or transfer of the Corporation's capital stock)
or (ii) all or substantially all of the Corporation's assets determined on a
consolidated basis.

(k) "Stockholders' Agreement" means the Stockholders' Agreement dated as
of May 10, 1999 and amended and restated as of September 23, 1999, among the
Corporation and the other parties thereto.

COMMON STOCK

Each holder of shares of Common Stock shall be entitled to one vote for
each share of Common Stock held on all matters as to which holders of Common
Stock shall be entitled to vote. Except for and subject to those rights
expressly granted to the holders of the Preferred Stock, or except as may be
provided by the laws of the State of Delaware, the holders of Common Stock shall
have exclusively all other rights of stockholders including, but not by way of
limitation, (i) the right to receive dividends, when and as declared by the
Board out of assets legally available therefor and (ii) in the event of any
distribution of assets upon a Liquidation or otherwise, the right to receive
ratably and equally all the assets and funds of the Corporation remaining after
the payment to the holders of shares of the holders of the Preferred Stock of
the specific amounts which they are entitled to receive, respectively, upon such
Liquidation as herein provided.

ARTICLE IV

The business and affairs of the Corporation shall be managed by or under
the direction of the Board, and the directors need not be elected by ballot
unless required by the By-laws of the Corporation.

ARTICLE V

In furtherance and not in limitation of the powers conferred by the laws
of the State of Delaware, subject to Section 4(c)(iv) of Article III, the Board
is expressly authorized to make, amend and repeal the By-laws of the
Corporation.

ARTICLE VI

A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the 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 a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation

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Law, as so amended. Any repeal or modification of this provision shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

ARTICLE VII

The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, County of New Castle, Delaware. The
Corporation's registered agent at such address is The Corporation Trust Company.

ARTICLE VIII

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 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 matter as the said court
directs. If a majority in number representing 3/4 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 consequence of such compromise or
arrangement, the said 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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