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                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                            OF JAVELIN SYSTEMS, INC.


     JAVELIN SYSTEMS, INC. (the "Corporation"), a corporation organized and 
existing under and by virtue of the General Corporation Law of the State of 
Delaware (the "DGCL"), does hereby certify that:

     1. The name of the Corporation is Javelin Systems, Inc. The Corporation 
was originally incorporated under the name Sunwood Research, Inc. The 
Certificate of Incorporation for Sunwood Research, Inc. was filed with the 
Secretary of State of the State of Delaware (the "Secretary of State") on 
September 19, 1995.

     2. Pursuant to an Action by Unanimous Written Consent in lieu of a 
meeting of the Board of Directors of the Corporation, the Corporation adopted 
resolutions setting forth a proposed Amended and Restated Certificate of 
Incorporation of the Corporation, declaring said Amended and Restated 
Certificate of Incorporation to be advisable and authorizing the officers of 
the Corporation to present the proposed Amended and Restated Certificate of 
Incorporation to the stockholders of the Corporation for their consideration.

     3. Thereafter, the proposed Amended and Restated Certificate of 
Incorporation of the Corporation was approved by the holders of a majority of 
the outstanding shares of stock of the Corporation entitled to vote thereon 
at a duly convened annual meeting of stockholders called in accordance with 
Section 222 of the DGCL.

     4. Pursuant to Sections 242 and 245 of the DGCL, this Amended and 
Restated Certificate of Incorporation restates and further amends the 
provisions of the Amended and Restated Certificate of Incorporation of this 
Corporation filed with the Secretary of State on August 23, 1996 and the 
Certificate of Amendment of Amended and Restated Certificate of Incorporation 
of this Corporation filed with the Secretary of State October 3, 1996.

     5. This Amended and Restated Certificate of Incorporation was duly 
adopted in accordance with the provisions of Sections 242 and 245 of the DGCL.

     6. The text of the Certificate of Incorporation of the Corporation is 
hereby restated and further amended to read in its entirety as follows:

     FIRST. The name of the Corporation is Javelin Systems, Inc.

     SECOND. The address of the Corporation's registered office in the State 
of Delaware is 1209 Orange Street, in the City of Wilmington, County of New 
Castle 19801. The name of its registered agent at such address is The 
Corporation Trust Company.

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

                                      1.

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     FOURTH.

     (A) AUTHORIZED SHARES. The total number of shares which the Corporation 
shall have authority to issue is twenty-one million (21,000,000) shares of 
capital stock, of which twenty million (20,000,000) shares shall be 
designated Common Stock, par value of $.01 per share, and one million 
(1,000,000) shares shall be designated Preferred Stock, par value of $.01 per 
share.

     (B) PREFERRED STOCK. Shares of Preferred Stock may be issued from time 
to time in one or more classes or series as the Board of Directors, by 
resolution or resolutions, may from time to time determine, each of said 
classes or series to be distinctively designated (each such resolution and 
designation hereinafter being referred to as a "Preferred Stock 
Designation"). The voting powers, preferences and relative, participating, 
optional and other special rights, and the qualifications, limitations or 
restrictions thereof, if any, of each such class or series may differ from 
those of any and all other classes or series of Preferred Stock at any time 
outstanding, and the Board of Directors is hereby expressly granted authority 
to fix or alter, by resolution or resolutions, the designation, number, 
voting powers, preferences and relative, participating, optional and other 
special rights, and the qualifications, limitations and restrictions thereof, 
of each such class or series, including, but without limiting the generality 
of the foregoing, the following:

     (1) The distinctive designation of, and the number of shares of 
Preferred Stock that shall constitute, such class or series, which number 
(except as otherwise provided by the Board of Directors in the resolution 
establishing such class or series) may be increased or decreased (but not 
below the number of shares of such class or series then outstanding) from 
time to time by like actions of the Board of Directors;

     (2) The rights in respect of dividends, if any, of such class or series 
of Preferred Stock, the extent of the preference or relation, if any, of such 
dividends to the dividends payable on any other class or classes or any other 
series of the same or other class or classes of capital stock of the 
corporation, and whether such dividends shall be cumulative or noncumulative;

     (3) The right, if any, of the holders of such class or series of 
Preferred Stock to convert the same into, or exchange the same for, shares of 
any class or classes or of any other series of the same or any other class or 
classes of capital stock of the Corporation and the terms and conditions of 
such conversion or exchange;

     (4) Whether or not shares of such class or series of Preferred Stock 
shall be subject to redemption, and the redemption price or prices and the 
time or times at which, and the terms and conditions on which, shares of such 
class or series of Preferred Stock may be redeemed;

     (5) The rights, if any, of the holders of such class or series of 
Preferred Stock upon the voluntary or involuntary liquidation, dissolution or 
winding up of the Corporation or in the event of any merger or consolidation 
of or sale of assets by the Corporation;

                                      2.

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     (6) The terms of any sinking fund or redemption or purchase account, if 
any, to be provided for shares of such class or series of Preferred Stock;

     (7) The voting powers, if any, of the holders of any class or series of 
Preferred Stock generally or with respect to any particular matter, which may 
be less than, equal to or greater than one vote per share, and which may, 
without limiting the generality of the foregoing, including the right, voting 
as a class or series by itself or together with the holders of any other 
class or classes or series of the same or other class or classes of Preferred 
Stock or all classes or series of Preferred Stock, to elect one or more 
directors of the Corporation (which, without limiting the generality of the 
foregoing, may include a specified number or portion of the then-existing 
number of authorized directorships of the Corporation, or a specified number 
or portion of directorships in addition to the then-existing number of 
authorized directorships of the Corporation) generally or under such specific 
circumstances and on such conditions, as shall be provided in the resolution 
or resolutions of the Board of Directors adopted pursuant hereto; and

     (8) Such other powers, preferences and relative, participating, optional 
and other special rights, and the qualifications, limitations and 
restrictions thereof, as the Board of Directors shall determine.

     FIFTH. The Board of Directors shall consist of not less than three (3) 
nor more than seven (7) directors, the precise number thereof to be fixed 
from time to time by vote of a majority of the Board of Directors; PROVIDED, 
HOWEVER, that the number of directors shall not be reduced so as to shorten 
the term of any director at the time in office.

     The Board of Directors shall be divided into three classes, designated 
Class I, Class II and Class III. Each class shall consist, as nearly as may 
be possible, of one-third of the total number of directors constituting the 
entire Board of Directors. Initially, Class I directors shall be elected for 
a one-year term, Class II directors for a two-year term and Class III 
directors for a three-year term. At the annual meeting of stockholders 
beginning in 1997, and at each annual meeting thereafter, successors to the 
class of directors whose term expires at that annual meeting of stockholders 
shall be elected for a three-year term. If the number of directors has 
changed, any increase or decrease shall be apportioned among the classes so 
as to maintain the number of directors in each class as nearly equal as 
possible, and any additional director of any class elected to fill a vacancy 
resulting from an increase in such class shall hold office for a term that 
shall coincide with the remaining term of that class, but in no case will a 
decrease in the number of directors shorten the term of any incumbent 
director. A director shall hold office until the annual meeting of 
stockholders for the year in which his term expires and until his successor 
shall be elected and shall qualify, subject, however, to prior death, 
resignation, retirement, disqualification or removal from office. Any vacancy 
on the Board of Directors that results from an increase in the number of 
directors shall be filled by a majority of the Board of Directors then in 
office, provided that a quorum is present, and any other vacancy occurring in 
the Board of Directors shall be filled by a majority of the directors then in 
office, even if less than a quorum, or by a sole remaining director. Any 
director elected to fill a vacancy not resulting from an increase in the 
number of directors shall have the same remaining term as that of his 
predecessor.

                                      3.

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     Notwithstanding the foregoing, whenever the holders of any one or more 
classes or series of Preferred Stock issued by the Corporation, if any, shall 
have the right, voting separately by class or series, to elect directors at 
an annual or special meeting of stockholders, the election, term of office, 
filling of vacancies and other features of such directorships shall be 
governed by the terms of this Certificate of Incorporation or the Preferred 
Stock Designation applicable thereto, and such directors so elected shall not 
be divided into classes pursuant to this Article FIFTH unless expressly 
provided by such terms.

     SIXTH. Directors of the Corporation may be removed, with or without 
cause, by stockholders by the affirmative vote of the holders of a majority 
of the outstanding shares of capital stock of the Corporation entitled to 
vote generally in the election of directors, voting together as a single 
class.

     SEVENTH. All the powers of the Corporation, insofar as the same may be 
lawfully vested by this Certificate of Incorporation in the Board of 
Directors, are hereby conferred upon the Board of Directors in furtherance 
and not in limitation of the powers conferred by statute. In furtherance and 
not in limitation of such powers, the Board of Directors shall have the power 
to make, adopt, alter, amend and repeal from time to time the bylaws of the 
Corporation, subject to the right of the stockholders entitled to vote with 
respect thereto to adopt, alter, amend and repeal the bylaws made by the 
Board of Directors.

     EIGHTH. A director of the Corporation shall not be liable to the 
Corporation or its stockholders for monetary damages for breach of fiduciary 
duty as a director, except to the extent such exemption from liability or 
limitation thereof is not permitted under the DGCL as the same exists or may 
hereafter be amended. Any amendment, modification or repeal of the foregoing 
sentence by the stockholders of the Corporation shall not adversely affect 
any right or protection of a director of the Corporation in respect of any 
act or omission occurring prior to the time of such amendment, modification 
or repeal.

     NINTH. Elections of directors need not be by written ballot except and 
to the extent provided in the bylaws of the Corporation.

     TENTH. The Corporation reserves the right to amend, alter or repeal any 
provision contained in this Certificate of Incorporation, in the manner now 
or hereafter prescribed herein or by statute, and all rights and powers 
conferred herein are subject to this reserved power; PROVIDED, HOWEVER, that 
subject to the powers and rights provided for herein or in any Preferred 
Stock Designation with respect to Preferred Stock issued by the Corporation, 
if any, but notwithstanding anything else contained in this Certificate of 
Incorporation to the contrary, the affirmative vote of the holders of at 
least sixty-six and two-thirds percent (66-2/3%) of the voting power of all 
of the then outstanding shares of capital stock of the Corporation entitled 
to vote generally in the election of directors, voting together as a single 
class, shall be required to amend, alter, repeal or adopt any provision 
inconsistent with, this Article TENTH or Articles FIFTH or SIXTH of this 
Certificate of Incorporation.

                                      4.
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     ELEVENTH. The Board of Directors shall have the power to hold its 
meetings within or outside the State of Delaware, at such place as from time 
to time may be designated by the bylaws of the Corporation or by resolution 
of the Board of Directors.

     IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated 
Certificate to be signed by Horace M. Hertz, its Chief Executive Officer, and 
attested by Horace M. Hertz, its Secretary, this 12th day of January, 1999.


                                 -----------------------
                                 Horace M. Hertz
                                 Chief Financial Officer

ATTEST:


--------------------------
Horace M. Hertz, Secretary

                                      5.