1

                                 FIRST AMENDMENT
                                       TO
                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            BAM! ENTERTAINMENT, INC.


        BAM! Entertainment, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

        1.     The name of the Corporation is BAM! Entertainment, Inc.

        2.     The original Certificate of Incorporation of the Corporation was
filed with the Secretary of the State of Delaware on September 19, 2000, the
Amended and Restated Certificate of Incorporation was filed with the Secretary
of the State of Delaware on December 27, 2000 and the Second Amended and
Restated Certificate of Incorporation was filed with the Secretary of Delaware
on May 24, 2001.

        3.     This Amendment to the Second Amended and Restated Certificate of
Incorporation (the "Amendment") was duly adopted in accordance with the
provisions of Sections 141(f), 242, 245 and 228 of the General Corporation Law
of the State of Delaware by the unanimous consent of the Corporation's Board of
Directors at a meeting duly held and the written consent of the Corporation's
stockholders, with written notice being provided to all non-consenting
stockholders in accordance with Section 228(d) of such law. Except as set forth
in this Amendment, the Second Amended and Restated Certificate of Incorporation
shall remain in effect.

        4.     The first paragraph of ARTICLE IV:  AUTHORIZED STOCK, shall be
               amended in its entirety as follows:

                          ARTICLE IV: AUTHORIZED STOCK

               1.     Authorized Stock. The total authorized capital stock of
                      this Corporation shall be 103,000,000 shares, divided as
                      follows: (i) 100,000,000 shares of Common Stock, par value
                      $0.001 per share (the "Common Stock"), and (ii) 3,000,000
                      shares of preferred stock, par value $0.001 per share (the
                      "Preferred Stock"). The Preferred Stock shall be divided
                      into series. The first series shall consist of 976,220
                      shares which shall be designated as "Series A Preferred
                      Stock" (the "Series A Preferred Stock"). The second series
                      shall consist of 320,000 shares which shall be designated
                      as "Series B Preferred Stock" (the "Series B Preferred
                      Stock"). The third series shall consist of 443,400 shares
                      which shall be designated as "Series C Preferred Stock"
                      (the "Series C Preferred Stock"). The remaining 1,260,380
                      shares of Preferred Stock shall be undesignated
                      ("Undesignated Preferred Stock"), subject to the
                      provisions of paragraph (b) of this Article Four.
                      Effective upon the filing of this Amendment, every
                      outstanding share of


   2

                      the Common Stock of the Corporation will be split into 4.7
                      shares of Common Stock.

        5.     That portion of ARTICLE IV, Section 5, which reads:

                      (a)    Authorized Shares.

                      The aggregate number of shares that the Corporation shall
               have authority to issue is 150,000,000, (i) 130,000,000 shares of
               which shall be Common Stock, par value $0.001 per share, and
               20,000,000 of which shall be Preferred Stock, par value $0.001
               per share.

shall be amended to read:

                      (a)    Authorized Shares.

                      The aggregate number of shares that the Corporation shall
               have authority to issue is 110,000,000, (i) 100,000,000 shares of
               which shall be Common Stock, par value $0.001 per share, and
               10,000,000 of which shall be Preferred Stock, par value $0.001
               per share.





            (The remainder of this page is intentionally left blank.)




                                      - 2 -

   3


        IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
signed by its Chief Executive Officer as of this 15th day of August, 2001.

                                   BAM! ENTERTAINMENT, INC.


                                   By: /s/ RAYMOND C. MUSCI
                                       -----------------------------------------
                                       Raymond C. Musci, Chief Executive Officer