AMENDED AND
                       RESTATED ARTICLES OF INCORPORATION
                             OF TECHRX INCORPORATED

     The undersigned, being the Chairman and Chief Executive Officer of TechRx
Incorporated, a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania (the "Corporation"), does hereby certify as
follows:

         The original Articles of Incorporation of the Corporation were filed in
     the office of the Department of State of the Commonwealth of Pennsylvania
     on June 17, 1992 pursuant to the provision of the Pennsylvania Business
     Corporation Law of 1988, as amended (the "PBCL"). Amendments to the
     Articles of Incorporation were filed in the office of the Department of
     State of the Commonwealth of Pennsylvania on February 9, 1999 and July 15,
     1999.

         Pursuant to the provision of sections 1727(b), 1911, 1912, 1914 and
     1915 of the PBCL, the shareholders of the Corporation, by a majority vote
     of all shareholders, duly adopted, and the Board of Directors of the
     Corporation, by unanimous written consent, duly approved, these Amended and
     Restated Articles of Incorporation which amend, restate and supersede the
     provisions of the Corporation's Articles of Incorporation, as amended, as
     follows:

     1. Name. The name of the Corporation is TechRx Incorporated.

     2. Registered Office and Agent. The address of its registered office in the
Commonwealth of Pennsylvania is 111 Technology Drive, RIDC Park West, City of
Pittsburgh, County of Allegheny, 15275. The name of its registered agent at such
address is Frank Guarnaccio.

     3. Purpose. The purposes for which the Corporation is formed are to engage
in any lawful act or activity for which corporations may be organized under the
Business Corporation Law of Pennsylvania and to possess and exercise all of
the powers and privileges granted by such law and other law of Pennsylvania.

     4. Authorized Stock, Rights, Designations, Preferences and Limitations.

         (a) The aggregate number of shares which the Corporation is authorized
     to issue is ninety million (90,000,000); of such shares the number of
     common shares which the Corporation shall have the authority to issue is
     sixty million (60,000,000), par value $.001 per share (the "Common Stock"),
     and the number of preferred shares which the Corporation shall have the
     authority to issue is thirty million (30,000,000), par value $.001 per
     share (the "Preferred Stock").






         (b) The holders of Common Stock shall have one (1) vote per share on
     any matter submitted to a vote of or for consent of shareholders.

         (c) Authority is expressly granted to the Board of Directors of the
     Corporation to fix by resolution or resolutions: (i) any additional classes
     of Common Stock and any powers preference, rights, qualifications,
     limitations or restrictions of any classes now existing or hereafter
     created; and (ii) the designations and the powers, preferences and rights,
     and the qualifications, limitations or restrictions thereof, of Preferred
     Stock, in either case to the fullest extent now or hereafter permitted by
     the PBCL.

         (d) The shareholders of the Corporation shall not have the right to
     cumulate their votes for the election of directors of the Corporation.

     5. Term. The Corporation is to have perpetual existence.

     6. Right to Amend. The Corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles of Incorporation and
in any articles amendatory hereof, in the manner now or hereafter prescribed by
and all rights conferred upon shareholders or others hereunder or thereunder are
granted subject to this reservation.

     IN TESTIMONY WHEREOF, the undersigned Corporation has caused these Amended
and Restated Articles of Incorporation to be signed by a duly authorized officer
thereof this 22nd day of September, 1999.


                                             TECHRX INCORPORATED


                                             By: /s/ Joseph J. Porfeli
                                                 -------------------------------
                                                 Joseph J. Porfeli, Chairman and
                                                 Chief Executive Officer







                               TECHRX INCORPORATED

                              ARTICLES OF AMENDMENT

                                    Exhibit A



     "The aggregate number of shares of stock which the corporation shall have
authority to issue is 127,500,000 shares, which shall be divided into two
classes as follows:

         A.   90,000,000 shares of Common Stock, the par value of each of which
              shares is $.001 per share (the "Common Stock"); and

         B.   37,500,000 shares of Preferred Stock, the par value of each of
              which shares is $.001 (the "Preferred Stock")."