<PAGE>

                                                                   EXHIBIT 4.1


                                          (Conformed copy giving effect to all
                                             amendments since the date of this
                                         Restated Certificate of Incorporation)


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                marchFIRST, INC.

                         (original Amended and Restated
                          Certificate of Incorporation
                               filed May 2, 1996)

          marchFIRST, Inc. (the "CORPORATION") was originally incorporated in
the State of Delaware on December 19, 1991 under the name "Whittman-Hart
Corporation II". The Corporation does hereby certify as follows:

FIRST:   The name of the Corporation is marchFIRST, Inc.

SECOND:  The registered office of the Corporation in the State of Delaware shall
be located at Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle. The name of its registered agent shall be The Corporation
Trust Company.

THIRD:   The Corporation shall engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

FOURTH:  A.  AUTHORIZED SHARES. The total number of shares of all classes of
stock which the Corporation shall have authority to issue is five hundred three
million (503,000,000) shares, consisting of five hundred million (500,000,000)
shares of Common Stock, $.001 par value per share (the "Common Stock"), and
three million (3,000,000) shares of Preferred Stock, $.001 par value per share
(the "Preferred Stock").

         B.  REDEEMABLE PREFERRED STOCK. The powers, preferences and rights and
the qualifications, limitations and restrictions relating to the Redeemable
Preferred Stock are as follows:

             1.  DIVIDENDS AND DISTRIBUTIONS.

                 (a)  Each holder of record of Redeemable Preferred Stock shall
be entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available therefor, cash dividends at the rate of 10% per annum
from August 29, 1995 on the Stated Value (as hereinafter defined), and no more
("Redeemable Preferred Dividends"). The "Stated Value" means $23.01 per share.
Redeemable Preferred Dividends shall accrue on a daily basis, whether or not the
Corporation shall have earnings or surplus at the time, and shall cumulate
whether or not declared, until declared and paid, which declaration and payment
may be for all or part of the then accumulated Redeemable Preferred Dividends;
PROVIDED, HOWEVER, that upon the conversion of any shares of Redeemable
Preferred Stock into shares of Common Stock under Section 4 hereof, all
Redeemable Preferred Dividends shall cease to accrue on such shares of
Redeemable Preferred Stock and any accumulated and unpaid Redeemable Preferred
Dividends on such shares of Redeemable Preferred Stock converted shall cease to
be accrued, shall not be paid and shall be canceled.

<PAGE>

                 (b)  In the event that all accumulated Redeemable Preferred
Dividends on the Redeemable Preferred Stock have not been declared and paid or
set apart for payment, the Corporation shall not declare or pay or set apart for
payment any dividends or make any other distributions on, or make any payment on
account of the purchase, redemption or other retirement of any other class of
stock or series thereof of the Corporation ranking, as to dividends or as to
distributions in the event of a liquidation, dissolution or winding up of the
Corporation, junior to the Redeemable Preferred Stock until all such accumulated
Redeemable Preferred Dividends on the Redeemable Preferred Stock shall have been
paid or declared and set apart for payment; PROVIDED, HOWEVER, that the
foregoing shall not apply to (i) any dividend payable solely in any shares of
any stock ranking, as to dividends and as to distributions in the event of a
liquidation, dissolution or winding up of the Corporation, junior to the
Redeemable Preferred Stock; (ii) the acquisition of shares of any stock ranking,
as to dividends or as to distributions in the event of a liquidation,
dissolution or winding up of the Corporation, junior to the Redeemable Preferred
Stock either (A) pursuant to any employee incentive or benefit plan or
arrangement (including any employment agreement or stock transfer restriction
agreement with employees) of the Corporation or of any subsidiary of the
Corporation heretofore or hereafter adopted; or (B) in exchange solely for
shares of any other stock ranking, as to dividends and as to distributions in
the event of a liquidation, dissolution or winding up of the Corporation, junior
to the Redeemable Preferred Stock.

             2.  VOTING RIGHTS. In addition to the vote required by law, each
holder of record of Redeemable Preferred Stock shall be entitled to the
following voting rights:

                 (a)  Each holder of record of Redeemable Preferred Stock shall
be entitled to vote on all matters submitted to a vote of the stockholders of
the Corporation, voting together with the holders of Common Stock as a single
class. Each holder of record of each share of Redeemable Preferred Stock shall
be entitled to that number of votes as is equal to the number of shares of
Common Stock into which such share of Redeemable Preferred Stock could be
converted on the record date for determining the stockholders entitled to vote,
or if no record date is established, as of the date such vote or any written
consent is solicited or executed.

                 (b)  Without the approval of holders of at least a majority of
the shares of the Redeemable Preferred Stock then outstanding, voting together
as a class, the Corporation will not (A) issue any securities which will, with
respect to dividend rights or rights on liquidation, winding up and dissolution,
rank senior to, or on a parity with, the Redeemable Preferred Stock, or any
obligation or security convertible into or evidencing the right to purchase any
securities senior to, or on a parity with, the Redeemable Preferred Stock or
which will provide for mandatory redemption prior to the redemption of the
Redeemable Preferred Stock; or (B) alter, amend or repeal any provision of this
Amended and Restated Certificate of Incorporation (including any such
alteration, amendment or repeal effected by any merger or consolidation), if
such amendment, alteration or repeal would alter or change the powers,
preferences or special rights with respect to the shares of Redeemable Preferred
Stock in a manner adverse to the holders thereof; or (C) alter, amend or modify
this section 2(b).

                                     -2-

<PAGE>

             3.  LIQUIDATION RIGHTS.

                 (a)  Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any distribution or
payment shall be made to the holders of any Preferred Stock or Common Stock, the
holders of Redeemable Preferred Stock shall be entitled to be paid out of the
assets of the Corporation an amount per share of Redeemable Preferred Stock
equal to the sum of the Stated Value plus all accrued but unpaid Redeemable
Preferred Dividends thereon (the "Liquidation Preference") and no more.

                 (b)  A merger or consolidation of the Corporation with or into
any other corporation, a merger or consolidation of any other corporation with
or into the Corporation or a sale, lease, exchange or other transfer of all of
or any portion of the assets of the Corporation, shall not be deemed to be a
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation for purposes of this Section 3, but the holders of Redeemable
Preferred Stock shall nevertheless be entitled in the event of any such merger
or consolidation to the rights provided by Section 4(f).

             4.  CONVERSION. The holders of the Redeemable Preferred Stock shall
have the following rights and obligations with respect to the conversion of the
Redeemable Preferred Stock into shares of Common Stock:

                 (a)  AUTOMATIC CONVERSION INTO COMMON STOCK. All Redeemable
Preferred Stock shall automatically convert into Common Stock at the then
applicable Conversion Price immediately prior to the closing of a sale of Common
Stock pursuant to a registration statement declared effective by the Securities
and Exchange Commission (the "Conversion Date"), if (i) the aggregate sale
proceeds from such sale of Common Stock exceeds $20 million and (ii) the price
per share of Common Stock is (A) if such offering is consummated on or prior to
December 31, 1996, at least $8.75 (as appropriately adjusted for splits and
combinations of Common Stock) or (B) if such offering is consummated after
December 31, 1996, at least $11.505 per share of Common Stock (as appropriately
adjusted for splits and combinations of Common Stock).

                 (b)  OPTIONAL CONVERSION INTO COMMON STOCK. A holder of shares
of Redeemable Preferred Stock shall be entitled, at any time (including at any
time after a date scheduled for the redemption of such Redeemable Preferred
Stock but before payment of the redemption price therefor), to convert any share
or shares of Redeemable Preferred Stock into shares of Common Stock, computed by
multiplying the number of such Redeemable Preferred Stock to be converted by
$5.7525 and dividing the result by the Conversion Price then in effect. Each
conversion of Redeemable Preferred Stock will be deemed to have been effected as
of the close of business on the date on which the holder of Redeemable Preferred
Stock has delivered a written notice requesting their conversion at the
principal office of the Corporation, such delivery to be effective upon receipt
(the "Optional Conversion Date"). On and after the Optional Conversion Date, the
Person entitled to receive the Common Stock issuable upon such conversion shall
be treated for all purposes as the record holder of such shares of Common Stock
into which such shares of Redeemable Preferred Stock have been converted. As
soon as possible after the Optional Conversion Date (but in any event within
five business days), the Corporation will deliver to the converting holder a
notice confirming such conversion and a duly executed

                                    -3-
<PAGE>

certificate evidencing the Common Stock into which the Redeemable Preferred
Stock has been converted. The conversion of Redeemable Preferred Stock into
Common Stock will be made without charge to the converting holder.

                 (c)  CONVERSION PRICE. The initial Conversion Price shall be
$5.7525. In order to prevent dilution of the conversion rights granted, the
Conversion Price shall be subject to adjustment from time to time. If at any
time the Corporation issues or sells, or is deemed to have issued or sold, any
Common Stock (other than Excluded Securities (as hereinafter defined))
("Additional Stock") for a consideration per share less than the Conversion
Price in effect immediately prior to the time of such issue or sale, then
forthwith upon such issue or sale the Conversion Price shall be reduced, in
order to increase the shares of Common Stock into which the Redeemable Preferred
Stock is convertible, to that amount determined by multiplying such Conversion
Price in effect immediately prior to such sale or issuance of Additional Stock
by a fraction (i) the numerator of which shall be the shares of Common Stock
outstanding immediately prior to such sale or issuance, plus the shares of
Common Stock which the aggregate purchase price for such Additional Stock so
sold or issued would purchase at the Conversion Price in effect immediately
prior to such issuance and (ii) the denominator of which shall be the shares of
Common Stock outstanding immediately prior to such sale or issuance plus the
shares of Additional Stock so sold or issued.

                 (d)  ANTI-DILUTION-ADJUSTMENTS.

                      (i)   ISSUANCE OF RIGHTS OR OPTIONS. If the Corporation
in any manner grants any rights or options to subscribe for or to purchase
Common Stock or any other securities convertible into or exchangeable for
Common Stock (such rights or options being herein called "Options" and such
convertible or exchangeable securities being herein called "Convertible
Securities") and the price per share for which Common Stock is issuable upon
the exercise of such options or upon conversion or exchange of such
Convertible Securities is less than the Conversion Price in effect
immediately prior to the time of the granting of such Options, then the total
maximum shares of Common Stock issuable upon the exercise of such Options or
upon conversion or exchange of the total maximum amount of such Convertible
Securities issuable upon the exercise of such Options shall be deemed to be
outstanding and to have been issued and sold by the Corporation for such
price per share. For purposes of this paragraph, the "price per share for
which shares are issuable" shall be determined by dividing (A) the total
amount, if any, received or receivable by the Corporation as consideration
for the granting of such Options, plus the minimum aggregate amount of
additional consideration payable to the Corporation upon exercise of all such
Options, plus in the case of such Options which relate to Convertible
Securities, the minimum aggregate amount of additional consideration, if any,
payable to the Corporation upon the issuance or sale of such Convertible
Securities and the conversion or exchange thereof, by (B) the total maximum
shares of Common Stock issuable upon the exercise of all such Options or upon
the conversion or exchange of all such Convertible Securities issuable upon
the exercise of such Options. No further adjustment of the Conversion Price
shall be made when Convertible Securities are actually issued upon the
exercise of such Options or when shares are actually issued upon the exercise
of such Options or the conversion or exchange of such Convertible Securities.

                                     -4-

<PAGE>

                      (ii)  ISSUANCE OF CONVERTIBLE SECURITIES. If the
Corporation in any manner issues or sells any Convertible Securities and the
price per share for which Common Stock is issuable upon such conversion or
exchange is less than the Conversion Price in effect immediately prior to the
time of such issue or sale, then the maximum shares of Common Stock issuable
upon conversion or exchange of such Convertible Securities shall be deemed to be
outstanding and to have been issued and sold by the Corporation for such price
per share. For the purposes of this paragraph, the "price per share for which
common stock is issuable" shall be determined by dividing (A) the total amount
received or receivable by the Corporation as consideration for the issue or sale
of such Convertible Securities, plus the minimum aggregate amount of additional
consideration if any, payable to the Corporation upon the conversion or exchange
thereof, by (B) the total maximum shares of Common Stock issuable upon the
conversion or exchange of all such Convertible Securities. No further adjustment
of the Conversion Price shall be made when shares are actually issued upon the
conversion or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for
which adjustments of the Conversion Price had been or are to be made pursuant to
other provisions, no further adjustment of the Conversion Price shall be made by
reason of such issue or sale.

                      (iii) CHANGE IN OPTION PRICE OR CONVERSION PRICE. If the
purchase price provided for in any Options, the additional consideration, if
any, payable upon the conversion or exchange of any Convertible Securities, or
the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock change at any time, and such change is not due
solely to the operation of anti-dilution provisions similar in nature to those
set forth in this Section 4(d), the Conversion Price in effect at the time of
such change shall be readjusted to the Conversion Price which would have been in
effect at such time had such Options or Convertible Securities still outstanding
provided for such changed purchase price, additional consideration or changed
conversion rate, as the case may be, at the time initially granted, issued or
sold.

                      (iv)  TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED
CONVERTIBLE SECURITIES. Upon the expiration of any Option or the termination of
any right to convert or exchange any Convertible Security without the exercise
of any such Option or right, the Conversion Price then in effect hereunder shall
be adjusted to the Conversion Price which would have been in effect at the time
of such expiration or termination had such Option or Convertible Security, to
the extent outstanding immediately prior to such expiration or termination,
never been issued.

                      (v)   CALCULATION OF CONSIDERATION RECEIVED. If any
Additional Stock, Option or Convertible Security is issued or sold or deemed to
have been issued or sold for cash, the consideration received therefor shall be
deemed to be the net amount received by the Corporation therefor. In case any
Additional Stock, Options or Convertible Securities are issued or sold for a
consideration other than cash, the amount of consideration other than cash
received by the Corporation shall be the fair value of such consideration as
determined by the unanimous decision of the Board of Directors. If any
Additional Stock, Option or Convertible Security is issued in connection with
any merger in which the Corporation is the surviving entity, the amount of
consideration therefor shall be deemed to be the fair value of such portion of
the net assets and business of the non-surviving entity as is attributable to
such Additional Stock,

                                     -5-

<PAGE>

Options or Convertible Securities, as the case may be, as reasonably determined
by the Board of Directors.

                      (vi)  INTEGRATED TRANSACTIONS. In case any Option is
issued in connection with the issue or sale of other securities of the
Corporation, together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
shall be deemed to have been issued for the consideration determined by the
unanimous decision of the Board of Directors.

                      (vii) CERTAIN EXCEPTIONS. Anything herein to the contrary
notwithstanding, no adjustment may be made to the Conversion Price by reason of
(A) the issuance of Common Stock upon conversion of Redeemable Preferred Stock,
(B) the issuance of Common Stock pursuant to the options and awards described in
Section 5.5(a) (vii) of the Unit Contribution Agreement among the Corporation,
Whittman-Hart, Ltd., Robert Bernard, F-WH Corporation and PVP-WH Corporation
dated as of December 28, 1995, a copy of which will be provided to any
stockholder who so requests, (C) the issuance of Employee Warrants, (D) the
issuance of Common Stock upon exercise of Employee Warrants and (E) the issuance
of Common Stock for which adjustments have been made in accordance with
subparagraph (i) or (ii) of this Section 4(d) (the securities referred to in
this subparagraph (vii) are herein referred to as the "excluded securities").

                 (e)  SUBDIVISION OR COMBINATION OF COMMON STOCK. If the
Corporation at any time subdivides its outstanding Common Stock into a greater
number or combines its outstanding Redeemable Preferred Stock into a lesser
number, the Conversion Price in effect immediately prior to such subdivision or
combination shall be proportionately reduced, and if the Corporation at any time
combines its outstanding Common Stock into a lesser number or subdivides its
outstanding Redeemable Preferred Stock into a larger number, the Conversion
Price in effect immediately prior to such combination shall be proportionately
increased.

                 (f)  REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER
OR SALE. Any capital reorganization, reclassification, consolidation, merger or
sale of all or substantially all of the Corporation's assets to another Person
which is effected in such a way that holders of Common Stock are entitled to
receive (either directly or upon subsequent liquidation) stock, securities or
assets with respect to or in exchange for Common Stock is referred to herein as
an "Organic Change." Prior to the consummation of any Organic Change, the
Corporation shall make appropriate provisions (in form and substance
satisfactory to the holders of a majority of the Redeemable Preferred Stock) to
insure that each of the holders of Redeemable Preferred Stock shall thereafter
have the right to acquire and receive, in lieu of or in addition to the Common
Stock immediately theretofore acquirable and receivable upon the conversion of
such holder's Redeemable Preferred Stock, such shares of stock, securities or
assets as such holder would have received in connection with such Organic Change
if such holder had converted its Redeemable Preferred Stock immediately prior to
such Organic Change. In any such case, the Corporation shall make appropriate
provisions (in form and substance satisfactory to the holders of a majority of
the Redeemable Preferred Stock then outstanding) to insure that the provisions
of this Section shall thereafter be applicable to the Redeemable Preferred Stock
(including, in the case of any such consolidation, merger or sale in which the
successor or purchasing entity is other than the Corporation, an immediate
adjustment of the Conversion Price in accordance with

                                     -6-

<PAGE>

Section 4(c) based upon the value for the Common Stock reflected by the terms of
such consolidation, merger or sale, and a corresponding immediate adjustment in
the number of shares of Common Stock acquirable and receivable upon conversion
of Redeemable Preferred Stock, if the value so reflected is less than the
Conversion Price in effect immediately prior to such consolidation, merger or
sale). The Corporation shall not effect any such consolidation, merger or sale,
unless prior to the consummation thereof, the successor entity (if other than
the Corporation) resulting from consolidation or merger or the entity purchasing
such assets assumes by written instrument (in form reasonably satisfactory to
the holders of a majority of the Redeemable Preferred Stock then outstanding),
the obligation to deliver to each such holder such shares of stock, securities
or assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.

                 (g)  NOTICES. Immediately upon any adjustment of the Conversion
Price, the Corporation shall give written notice thereof to all holders of
Redeemable Preferred Stock. The Corporation shall give written notice to all
holders of Redeemable Preferred Stock as soon as possible but in any event at
least 10 days prior to the date on which the Corporation (i) makes any
distribution solely upon Common Stock, or (ii) makes any pro rata subscription
offer solely to holders of Common Stock. The Corporation shall also give written
notice to the holders of Redeemable Preferred Stock as soon as possible but in
any event at least 10 days prior to the date on which any Organic Change is
intended to take place.

             5.  REDEMPTION.

                 (a)   A holder of Redeemable Preferred Stock may elect, by
written notice delivered to the Corporation, to require the Corporation to
redeem all (but not less than all) of the Redeemable Preferred Stock then held
by such holder. Such election may be made at any time after the earlier of (i)
the date on which a Change in Control (as hereinafter defined) occurs, (ii) the
occurrence of an Event of Noncompliance as defined in the Unit Contribution
Agreement among the Corporation, Whittman-Hart, Ltd., Robert Bernard, F-WH
Corporation and PVP-WH Corporation dated as of December 28, 1995, a copy of
which will be provided to any stockholder who so requests, or (iii) July 31,
2000. In the event that the holder of Redeemable Preferred Stock makes an
election under this subsection, the Corporation shall redeem the Redeemable
Preferred Stock held by such holder on a date mutually agreed to by the Board of
Directors and the holder of the Redeemable Preferred Stock, but in any event not
later than sixty days after the delivery of the aforesaid notice. The redemption
price for each share of Redeemable Preferred Stock redeemed shall be an amount
equal to the Liquidation Preference with respect to such Redeemable Preferred
Stock. "Change in Control" means (i) the acquisition by any Person(s) (as
hereinafter defined), other than Robert Bernard, of the right, by virtue of
ownership of voting securities of the Corporation or otherwise, to elect or
designate a majority of the members of the Board of Directors, (ii) the approval
by stockholders of the Corporation of an agreement to merge or consolidate with
another corporation, unless following the consummation of such merger or
consolidation Robert Bernard continues to have the right, by virtue of his
ownership of voting securities or otherwise, to elect or designate a majority of
the members of the Board of Directors of the surviving corporation, or (c) the
sale, in one or more transactions, of an aggregate of 400,000 or more shares of
Common Stock. "PERSON" means any natural person, corporation, firm, joint
venture, limited liability company, partnership, trust, unincorporated
association, government or any department or agency of government.

                                     -7-

<PAGE>

                 (b)   At any time after July 31, 2002, the Board of Directors
may elect, by written notice delivered to any holder of Redeemable Preferred
Stock then outstanding, to cause the Corporation to redeem all (but not less
than all) the Redeemable Preferred Stock then held by such holder. In the event
that the Board of Directors causes the Corporation to make an election under
this subsection, the Corporation shall redeem the Redeemable Preferred Stock
held by such holder on a date mutually agreed to by the Board of Directors and
the holder of the Redeemable Preferred Stock, but in any event not later than
five business days after the delivery of the aforesaid notice. The redemption
price for each share of Redeemable Preferred Stock redeemed shall be the Stated
Value.

                 (c)   In the event that the Redeemable Preferred Stock of any
holder is required to be redeemed as a result of an election under subsection
(a) or subsection (b), the Board of Directors shall cause a notice to be
delivered to all the stockholders, which notice shall disclose the required
redemption and the date on which the redemption is required to be effected (the
"Redemption Date"). Such notice shall be given not later than 20 days prior to
the Redemption Date. On the redemption date, the Corporation shall pay to each
stockholder whose Redeemable Preferred Stock is required to be redeemed on such
date, by wire transfer of immediately available funds, an amount equal to
one-third of the aggregate redemption price owing to such holder on such date
(determined in accordance with subsection (a) or subsection (b), whichever
applies). The remainder of the redemption price shall be payable by the
Corporation in two equal installments on the first and second anniversaries of
the Redemption Date, together with interest at the rate of 10% per annum. The
Corporation may, at its option, prepay, in whole or in part, the redemption
price at any time after the Redemption Date. Prepayments shall be applied first
to accrued interest on that portion of the redemption price being prepaid and
the remainder to the prepayment of the redemption price.

             6.  REISSUANCE FOLLOWING CONVERSION PROHIBITED. The reissuance of
shares of Redeemable Preferred Stock following their conversion into Common
Stock is prohibited, and upon the filing of a certificate stating that such
reissuance is prohibited and reciting the retirement of such shares, all
reference to such shares in this Amended and Restated Certificate of
Incorporation shall be eliminated.

         C.  REFERRED STOCK. The Board of Directors is authorized, subject to
any limitations prescribed by law, to provide for the issuance of shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware (such certificate being hereinafter
referred to as a "PREFERRED STOCK DESIGNATION"), to establish from time to time
the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and any qualifications, limitations or restrictions thereof. The number of
authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the Common Stock, without a vote of the holders of
the Preferred Stock, or of any series thereof, unless a vote of any such holders
is required pursuant to the terms of any Preferred Stock Designation.

         D.  COMMON STOCK. Except as otherwise provided by the General
Corporation Law of the State of Delaware, by this Amended and Restated
Certificate of Incorporation or any amendments thereto or by a Preferred Stock
Designation, all of the voting

                                     -8-

<PAGE>

power of the Corporation shall be vested in the holders of the Common Stock, and
each holder of Common Stock shall have one (1) vote for each share of Common
Stock held by such holder on all matters voted upon by the stockholders.

FIFTH: In furtherance and not in limitation of the powers conferred by the laws
of the State of Delaware, the Board of Directors is expressly authorized and
empowered, in the manner provided in the By-Laws of the Corporation, to make,
alter, amend and repeal the By-Laws of the Corporation in any respect not
inconsistent with the laws of the State of Delaware or with this Amended and
Restated Certificate of Incorporation.

In addition to the powers and authorities hereinbefore or by statute expressly
conferred upon it, the Board of Directors may exercise all such powers and do
all such acts as may be done by the Corporation, subject, nevertheless, to the
provisions of the laws of the State of Delaware, this Amended and Restated
Certificate of Incorporation and the By-Laws of the Corporation.

SIXTH: Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them, and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code, or on the application of trustees
in dissolution or of any receiver or receivers appointed for this Corporation
under the provisions of Section 279 of Title 8 of the Delaware Code, order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned in
such manners as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation as the case may be, and also on this
Corporation.

SEVENTH: The books of the Corporation may be kept (subject to any provision
contained in the statutes) outside the State of Delaware at such place or places
as may be designated from time to time by the Board of Directors or in the
By-Laws of the Corporation. Election of directors need not be by ballot unless
the By-Laws of the Corporation shall so provide. Meetings of stockholders may be
held within or outside of the State of Delaware, as the By-Laws of the
Corporation may provide.

EIGHTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, as the same exists or hereafter may be amended, or (iv) for any transaction
from which the director derived an improper personal benefit.

                                     -9-
<PAGE>

If the Delaware General Corporation Law hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of directors shall be eliminated or limited to the full extent
authorized by the General Corporation Law of the State of Delaware, 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.

NINTH:   A.  Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, the number of
directors shall be fixed from time to time exclusively by the Board of Directors
pursuant to a resolution adopted by a majority of the Whole Board. For purposes
of this Amended and Restated Certificate of Incorporation, the term "Whole
Board" shall mean the total number of authorized directors whether or not there
exist any vacancies in previously authorized directorships. The directors, other
than those who may be elected by the holders of any series of Preferred Stock
under specified circumstances, shall be divided into three (3) classes, with the
term of office of the first class to expire at the Corporation's 1997 annual
meeting of stockholders, the term of office of the second class to expire at the
Corporation's 1998 annual meeting of stockholders and the term of office of the
third class to expire at the Corporation's 1999 annual meeting of stockholders.
At each annual meeting of stockholders, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire at
the third succeeding annual meeting of stockholders after their election.

         B.  Subject to the rights of the holders of any series of Preferred
Stock then outstanding, newly created directorships resulting from any increase
in the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall, unless otherwise provided by law or by resolution
of the Board of Directors, be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which the
term of office of the class to which they have been chosen expires. No decrease
in the authorized number of directors shall shorten the term of any incumbent
director.

         C.  Advance notice of stockholder  nominations  for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
by-laws of the Corporation.

         D.  Subject to the rights of the holders of any series of Preferred
Stock then outstanding, any directors, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of at least sixty-six percent (66%) 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.

                                    -10-

<PAGE>

TENTH:   Indemnification of Directors and Officers.

         A.  RIGHT TO INDEMNIFICATION.  Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "Proceeding"), by reason of the fact that he or she is or was a
director or an officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "Indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
except as provided in Section C of this ARTICLE TENTH with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

         B.  RIGHTS TO ADVANCEMENT OF EXPENSES. The right to indemnification
conferred in Section A of this ARTICLE TENTH shall include the right to be paid
by the Corporation the expenses (including attorneys' fees) incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "Advancement Of Expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "Undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "Final Adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section B or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this ARTICLE TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.

         C.  RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section A or B
of this ARTICLE TENTH 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 an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the

                                    -11-

<PAGE>

indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) in any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met any applicable standard for indemnification set forth in the
Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article TENTH or otherwise shall be on the Corporation.

         D.  NON-EXCLUSIVITY OF RIGHTS.  The rights to indemnification and to
the advancement of expenses conferred in this ARTICLE TENTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, this Amended and Restated Certificate of Incorporation, the
Corporation's By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise.

         E.  INSURANCE.  The Corporation may maintain insurance, at its expense,
to protect itself and any director, 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 Delaware General Corporation Law.

         F.  INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this ARTICLE TENTH with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.

ELEVENTH: No amendment or repeal of Article EIGHTH or TENTH of this Amended and
Restated Certificate of Incorporation shall apply to or have any effect on the
right of any individual referred to in Article EIGHTH or TENTH for or with
respect to acts or omissions of such individual occurring prior to such
amendment or repeal.

TWELFTH:  The Corporation expressly elects to be governed by Section 203 of the
General Corporation Law of the State of Delaware, provided that this Article
TWELFTH shall not apply

                                    -12-

<PAGE>

to any business combination (as defined in said Section 203) between the
Corporation and any person who became an interested stockholder (as defined in
said Section 203) of the Corporation on or prior to April 3, 1996.

THIRTEENTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

     This Amended and Restated Certificate of Incorporation, which restates and
integrates and further amends the provisions of the Corporation's Certificate of
Incorporation, has been duly adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, WHITTMAN-HART, INC. has caused this certificate to be
executed by its Vice President this 30th day of April, 1996.


                                     WHITTMAN-HART, INC.

                                     By: /s/ Edward V. Szofer
                                        ----------------------------------------
                                        Edward V. Szofer, Vice President

                                     -13-