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                            CERTIFICATE OF AMENDMENT
                                       TO
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                 I3 MOBILE, INC.

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                     PURSUANT TO SECTIONS 228 AND 242 OF THE
                        DELAWARE GENERAL CORPORATION LAW

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         i3 MOBILE, INC. (the "Corporation"), a corporation organized and
existing under and by virtue of the Delaware General Corporation Law, hereby
certifies:

         1. The Certificate of Incorporation of the Corporation shall be amended
as follows:

         An Article TENTH shall be added to the Corporation's Certificate of
Incorporation which shall read in its entirety as follows:


         TENTH. (1) The number of directors constituting the entire Board of
Directors shall be fixed from time to time exclusively by resolution passed by a
majority of the whole Board of Directors, which shall in no event cause the term
of any incumbent director to be shortened or cause a decrease in the number of
classes of directors except as required by law. The Board of Directors shall be
divided into three classes, designated Classes I, II and III, with three (3)
directors in each class. Initially, directors of Class I shall be elected to
hold office for a term expiring at the annual meeting of stockholders in 2002,
directors of Class II shall be elected to hold office for a term expiring at the
annual meeting of stockholders in 2003, and directors of Class III shall be
elected to hold office for a term expiring at the annual meeting of stockholders
in 2004. At each annual meeting of stockholders following the initial
classification and election, the respective successors of each class shall be
elected for three-year terms.

         (2) Newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled by
the vote of the Board of Directors; and if the number of directors then in
office is less than a quorum, then newly-created directorships and vacancies
shall be filled by the vote of a majority of the remaining directors then in
office. When the Board of Directors fills a vacancy, the director chosen to fill
the vacancy shall be of the same class as the director he or she succeeds and
shall hold office for the term of a director or that class and until his or her
successor shall have been elected and qualified.

         (3) In addition to any requirements of law and any other provisions of
this Certificate of Incorporation (and notwithstanding the fact that a lesser
percentage may be specified by law or this Certificate of Incorporation), the
affirmative vote of the holders of 66 2/3% or more of the


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combined voting power of the then outstanding shares of all classes and series
of 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
or repeal, or adopt any provision inconsistent with, this Article TENTH of the
Certificate of Incorporation. Subject to the foregoing provisions of this
Article 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 by statute, and all rights conferred upon stockholders
herein are subject to this reservation.

         2. The Board of Directors of the Corporation duly adopted a resolution
setting forth the amendment set forth above, declaring its advisability and
directing that the amendment be considered at the next annual meeting of the
stockholders of the Corporation entitled to vote in respect thereof. The
amendment has been duly adopted by vote of the holders of a majority of the
outstanding stock entitled to vote thereon and a majority of outstanding stock
of each class entitled to vote thereon as class, in accordance with Section
242(b) of the General Corporation Law of the State of Delaware.


         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed on May 23, 2001.



                             i3 MOBILE, INC.



                             By:  /S/ JOHN A. LACK
                                 -----------------------------------------
                                     John A. Lack
                                     President and Chief Executive Officer