<PAGE>   1
                   FORM OF RESTATED ARTICLES OF INCORPORATION
                                       OF
                                   N2H2, INC.


        These Restated Articles of Incorporation are filed pursuant to RCW
23B.10.070.


                                    ARTICLE 1

                                      Name

        The name of the corporation is N2H2, Inc.

                                    ARTICLE 2

                                    Purposes

        The corporation is organized for the purpose of engaging in any
business, trade or activity which may be conducted lawfully by a corporation
organized under the Washington Business Corporation Act.

                                    ARTICLE 3

                                     Shares

        3.1 Authorized Capital. The aggregate number of shares which the
corporation shall have authority to issue is 250,000,000 shares of Common Stock,
and 50,000,000 shares of Preferred Stock. Except as otherwise provided in this
Article 3, these Restated Articles of Incorporation of the corporation, or the
Washington Business Corporation Act, holders of Common Stock shall at all times
vote as one class. Holders of Common Stock shall have unlimited voting rights.
The rights and preferences afforded to the holders of Preferred Stock shall be
determined as set forth in Section 3.2 below.

        3.2 Issuance of Preferred Stock in Series. Authority is hereby vested in
the Board of Directors of the corporation to divide and issue the Preferred
Stock in series and, within the limitations set forth in the Washington Business
Corporation Act and in this Article, to fix and determine or to amend the
relative rights and preferences of the shares of any series of Preferred Stock
that is wholly unissued or to be established. In order for the Board of
Directors to establish or amend a series of Preferred Stock, the Board of
Directors shall adopt a resolution setting forth the designation or amendment of
the series and fixing and determining or amending the relative rights and
preferences thereof. Within the limits stated in the resolution of the Board of
Directors establishing the series of Preferred Stock, the Board of Directors
may, after the issuance of shares of a series whose number it is authorized to
designate, amend the resolution establishing the series to decrease (but not
below the number of shares of such series then outstanding) the number of
authorized shares of that series, and the number of shares constituting


<PAGE>   2

the decrease shall thereafter be deemed to constitute authorized and unissued
shares of undesignated Preferred Stock. The holder of any such series shall have
such voting rights, if any, as may be provided in the resolution or resolutions
of the Board of Directors establishing or amending the series of Preferred
Stock.

        3.3 Consideration for Stock. Common Stock and Preferred Stock may be
issued by the corporation from time to time for such consideration, including
without limitation cash, promissory notes, services performed, contracts for
services to be performed or any other tangible or intangible property, as may be
authorized by the Board of Directors establishing a price (in money or other
consideration) or a minimum price or formula or method by which the price will
be determined, except in transactions that do not require consideration under
the Washington Business Corporation Act.

                                    ARTICLE 4

                              No Preemptive Rights

        Except as may otherwise be provided by the Board of Directors, no
preemptive rights shall exist with respect to shares of stock or securities
convertible into shares of stock of the corporation.

                                    ARTICLE 5

                              No Cumulative Voting

        At each election for Directors, every shareholder entitled to vote at
such election has the right to vote in person or by proxy the number of shares
held by such shareholder for as many persons as there are Directors to be
elected. No cumulative voting for Directors shall be permitted.

                                    ARTICLE 6

                                     Bylaws

        The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws or adopt new Bylaws; provided, however, that the Board of Directors
may not repeal or amend any bylaw that the shareholders have expressly provided
may not be amended or repealed by the Board of Directors. The shareholders shall
also have the power to adopt, amend or repeal the Bylaws of this corporation by
the affirmative vote of the holders of not less than two-thirds of the
outstanding shares entitled to vote thereon and, to the extent, if any, provided
by resolution adopted by the Board of Directors authorizing the issuance of a
class or series of Common Stock or Preferred Stock, by the affirmative vote of
the holders of not less than two-thirds of the outstanding shares of such class
or series, voting as a separate voting group.



                                       2
<PAGE>   3

                                    ARTICLE 7

                           Registered Office and Agent

        The address of the registered office of the corporation is 1420 Fifth
Avenue, Suite 4100, Seattle, Washington 98101-2338 and the name of the
registered agent at that address is LPSL Corporate Services, Inc.

                                    ARTICLE 8

                                    Directors

        8.1 Board of Directors. The business and affairs of the corporation
shall be managed under the direction of a Board of Directors, the number of
which shall be set forth in the Bylaws of the corporation. The Directors shall
be classified with respect to the time for which they shall severally hold
office by dividing them into three classes, Class I, Class II and Class III,
each consisting as nearly as possible of one-third of the whole number of the
Board of Directors. All Directors shall hold office until their successors are
elected and qualified, or until their earlier death, resignation,
disqualification or removal. At the first election of Directors following
adoption of this provision by the shareholders of the corporation, Class I
Directors shall be elected for a term of one year; Class II Directors shall be
elected for a term of two years; and Class III Directors shall be elected for a
term of three years; and at each annual shareholders' meeting thereafter,
successors to the Directors whose terms shall expire that year shall be elected
to hold office for a term of three years, so that the term of office of one
class of Directors shall expire in each year. Any vacancy on the Board of
Directors that results from an increase in the number of Directors may be filled
by the affirmative vote of a majority of the Directors then in office and a
majority of the Continuing Directors, voting separately and as a subclass of
Directors, and any other vacancy on the Board of Directors may be filled by the
affirmative vote of a majority of the Directors then in office, although 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 serve
for a term equivalent to the remaining unserved portion of the term of such
newly elected Director's predecessor. Notwithstanding the foregoing, whenever
the holders of any one or more classes or series of preferred stock issued by
the corporation shall have the right, voting separately by class or series, to
elect Directors at an annual or special meeting of shareholders, the election,
term of office, filling of vacancies and other features of such Directorships
shall be governed by the terms of these Restated Articles of Incorporation
applicable thereto, and such Directors shall not be divided into classes
pursuant to this Section 8.1 unless expressly provided by such terms.

        8.2 Removal of Directors by Shareholders. A Director may be removed from
office only for "cause" at a special meeting of shareholders called for that
purpose, by the affirmative vote of the holders of not less than two-thirds of
the shares entitled to elect the Director or Directors whose removal is being
sought. The vacancy created by the removal of any Director under this Section
8.2 shall be filled only by the affirmative vote of the holders of at least
two-thirds of the shares entitled to elect the Director who was removed. As used
herein, "cause" shall mean (a) willful and continued material failure, refusal
or inability to perform the



                                       3
<PAGE>   4

Director's duties to the corporation or the willful engaging in gross misconduct
that is materially and demonstrably damaging to the corporation; or (b)
conviction for any crime involving moral turpitude or any other illegal act that
materially and adversely reflects upon the business, affairs or reputation of
the corporation or on the Director's ability to perform the Director's duties to
the corporation.

                                    ARTICLE 9

                Amendments to Restated Articles of Incorporation

        The following Articles and Sections may be amended or repealed only upon
the affirmative vote of the holders of at least two-thirds of the outstanding
shares and, to the extent, if any, provided by resolution adopted by the Board
of Directors authorizing the issuance of a class or series of Common Stock or
Preferred Stock, by the affirmative vote of the holders of at least two-thirds
of the outstanding shares of such class or series, voting as a separate voting
group:

        Article 4 ("No Preemptive Rights"),

        Article 5 ("No Cumulative Voting"),

        Article 6 ("Bylaws"),

        Article 8 ("Directors"),

        Article 9 ("Amendments to Restated Articles of Incorporation"),

        Article 10 ("Business Combinations"),

        Article 11 ("Limitation of Director Liability"), and

        Article 13 ("Special Meetings of Shareholders").

                                   ARTICLE 10

                              Business Combinations

        10.1 Definitions. For the purposes of this Article 10:

               10.1.1 "Business Combination" means (i) a merger, share exchange
or consolidation of this corporation or any of its Subsidiaries with any other
corporation; (ii) the sale, lease, exchange, mortgage, pledge, transfer or other
disposition or encumbrance, whether in one transaction or a series of
transactions, by this corporation or any of its Subsidiaries of all or a
substantial part of this corporation's assets otherwise than in the usual and
regular course of business; or (iii) any agreement, contract or other
arrangement providing for any of the foregoing transactions.



                                       4
<PAGE>   5

               10.1.2 "Subsidiary" means a domestic or foreign corporation, a
majority of the outstanding voting shares of which are owned, directly or
indirectly, by this corporation.

        10.2 Information Considered by Board of Directors. In considering a
Business Combination, the Board of Directors may take into account factors in
addition to potential economic benefits to the shareholders, including without
limitation (i) comparison of the proposed consideration to be received by
shareholders in relation to the then current market price of the corporation's
capital stock, the estimated current value of the corporation in a freely
negotiated transaction and the estimated future value of the corporation as an
independent entity, and (ii) the impact of such a transaction on the employees,
suppliers and customers of the corporation and its effect on the communities in
which the corporation operates.

                                   ARTICLE 11

                       Limitation of Directors' Liability

        A Director shall have no liability to the corporation or its
shareholders for monetary damages for conduct as a Director, except for acts or
omissions that involve intentional misconduct by the Director, or a knowing
violation of law by the Director, or for conduct violating RCW 23B.08.310, or
for any transaction from which the Director will personally receive a benefit in
money, property or services to which the Director is not legally entitled. If
the Washington Business Corporation Act is hereafter amended to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director shall be eliminated or limited to
the full extent permitted by the Washington Business Corporation Act, as so
amended. Any repeal or modification of this Article shall not adversely affect
any right or protection of a Director of the corporation existing at the time of
such repeal or modification for or with respect to an act or omission of such
Director occurring prior to such repeal or modification.

                                   ARTICLE 12

                    Indemnification of Directors and Officers

        12.1 Right to Indemnification. Each person who was, or is threatened to
be made a party to or is otherwise involved (including, without limitation, as a
witness) in any actual or threatened action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a Director or officer of the corporation or, while a Director or
officer, he or she is or was serving at the request of the corporation as a
Director, trustee, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a Director, trustee, officer, employee
or agent or in any other capacity while serving as a Director, trustee, officer,
employee or agent, shall be indemnified and held harmless by the corporation, to
the full extent permitted by applicable law as then in effect, against all
expense, liability and loss (including attorney's fees, judgments, fines, ERISA
excise taxes or penalties and amounts to be paid in settlement) actually



                                       5
<PAGE>   6

and reasonably incurred or suffered by such person in connection therewith, and
such indemnification shall continue as to a person who has ceased to be a
Director, trustee, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in Section 12.2 with respect to proceedings seeking to enforce
rights to indemnification, the corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the board of Directors of the corporation. The right to
indemnification conferred in this Section 12.1 shall be a contract right and
shall include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that the payment of such expenses in advance of the final disposition
of a proceeding shall be made only upon delivery to the corporation of any
undertaking, by or on behalf of such Director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such Director or officer
is not entitled to be indemnified under this Section 12.1 or otherwise.

        12.2 Right of Claimant to Bring Suit. If a claim under Section 12.1 is
not paid in full by the corporation within sixty (60) days after a written claim
has been received by the corporation, except in the case of a claim for expenses
incurred in defending a proceeding in advance of its final disposition, in which
case the applicable period shall be twenty (20) days, the claimant may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim and, to the extent successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. The
claimant shall be presumed to be entitled to indemnification under this Article
upon submission of a written claim (and, in an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition, where the required undertaking has been tendered to the
corporation), and thereafter the corporation shall have the burden of proof to
overcome the presumption that the claimant is not so entitled. Neither the
failure of the corporation (including its board of Directors, independent legal
counsel or its shareholders) to have made a determination prior to the
commencement of such action that indemnification of or reimbursement or
advancement of expenses to the claimant is proper in the circumstances nor an
actual determination by the corporation (including its board of Directors,
independent legal counsel or its shareholders) that the claimant is not entitled
to indemnification or to the reimbursement or advancement of expenses shall be a
defense to the action or create a presumption that the claimant is not so
entitled.

        12.3 Nonexclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
these Restated Articles of Incorporation, Bylaws, agreement, vote of
shareholders or disinterested Directors or otherwise.

        12.4 Insurance, Contracts and Funding. The corporation may maintain
insurance, at its expense, to protect itself and any Director, trustee, officer,
employee or agent of the corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the corporation would have the power to indemnify such person
against such expense, liability or loss under the Washington Business
Corporation Act. The



                                       6
<PAGE>   7

corporation may, without further shareholder action, enter into contracts with
any Director or officer of the corporation in furtherance of the provisions of
this Article and may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure the payment
of such amounts as may be necessary to effect indemnification as provided in
this Article.

        12.5 Indemnification of Employees and Agents of the Corporation. The
corporation may, by action of its board of Directors from time to time, provide
indemnification and pay expenses in advance of the final disposition of a
proceeding to employees and agents of the corporation with the same scope and
effect as the provisions of this Article with respect to the indemnification and
advancement of expenses of Directors and officers of the corporation or pursuant
to rights granted pursuant to, or provided by, the Washington Business
Corporation Act or otherwise.

                                   ARTICLE 13

                        Special Meetings of Shareholders

        The President of the corporation or a majority of the Board Directors
may call special meetings of the shareholders for any purpose. A special meeting
of the shareholders shall be held if the holders of not less than twenty-five
percent (25%) of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting have delivered to the Secretary of
the corporation one or more signed and dated written demands for such meeting,
describing the purpose or purposes for which the meeting is to be held; provided
that upon qualification of the Corporation as a "public company" under the
Washington Business Corporation Act, a special meeting of the shareholders may
be called only by the President of the Corporation or a majority of the Board of
Directors.

        IN WITNESS WHEREOF, the undersigned has executed these Restated Articles
of Incorporation on ___________, 1999.

                                             N2H2, INC.



                                             By_________________________________
                                               Its______________________________



                                       7
<PAGE>   8

                CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION
                                       OF
                                 N(2)H(2), INC.


        Pursuant to the provisions of the Washington Business Corporation Act
and RCW 23B.10.070, the undersigned corporation hereby submits the following
Restated Articles of Incorporation for filing.

        1. The name of the corporation is N(2)H(2), Inc.

        2. The text of Articles I through XI of the Articles of Incorporation
shall be deleted in their entirety and new Articles 1 through 13 shall be
inserted in their place and shall read in their entirety as set forth in the
attached Restated Articles of Incorporation of N(2)H(2), Inc. ("Restated
Articles").

        3. The amendments to the Articles of Incorporation do not provide for an
exchange, reclassification, or cancellation of issued shares.

        4. The date of the adoption of each amendment by the shareholders was
____________, 1999.

        5. All of the above amendments were adopted and duly approved by the
Board of Directors and all of the shareholders in accordance with the provisions
of RCW 23B.10.030 and RCW 23B.10.040.

        6. These amendments will be effective upon filing.

        DATED: _________________, 1999.

                                             N(2)H(2), INC.



                                             By_________________________________
                                               Its______________________________