CERTIFICATE OF AMENDMENT
                                     OF THE
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             SMARTSERV ONLINE, INC.


It is hereby certified that:


         1. The name of the corporation  (hereinafter  called the "Corporation")
is SMARTSERV ONLINE, INC.

         2. The  certificate  of  incorporation  of the  Corporation  is  hereby
amended by striking out Article  "FOUR" thereof and by  substituting  in lieu of
said Article the following new Article "FOUR":

                           "FOUR:  The  aggregate  number  of  shares  which the
                  Corporation  shall  have  authority  to issue  is  41,000,000,
                  divided  into two  classes:  (i)  40,000,000  shares of Common
                  Stock, par value $.01 per share (the "Common Stock"); and (ii)
                  1,000,000  shares of preferred stock, par value $.01 per share
                  (the "Preferred Stock").

                  A.       Common Stock

                           (1) General.  The voting,  dividend  and  liquidation
                  rights of the  holders of the Common  Stock are subject to and
                  qualified by the rights of the holders of the Preferred  Stock
                  of any class as may be  designated  by the Board of  Directors
                  upon any issuance of the Preferred Stock of any class.

                           (2) Voting.  Each  holder of Common  Stock shall have
                  one vote in respect of each share of Common  Stock held by him
                  on all matters voted upon by the stockholders.

                           (3) Dividends.  Dividends may be declared and paid on
                  the Common Stock from funds lawfully available therefor as and
                  when  determined  by the Board of Directors and subject to any
                  preferential dividend rights of any then outstanding Preferred
                  Stock.

                           (4) Liquidation.  Upon the dissolution or liquidation
                  of the Company,  whether voluntary or involuntary,  holders of
                  Common  Stock will be  entitled  to receive  all assets of the
                  Company   available  for  distribution  to  its  stockholders,
                  subject  to any  preferential  rights of any then  outstanding
                  Preferred Stock.



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                  B.       Preferred Stock

                           The Preferred Stock may be issued, from time to time,
                  in one or more series, with such designations, preferences and
                  relative,    participating,    optional   or   other   rights,
                  qualifications,  limitations or restrictions  thereof as shall
                  be stated  and  expressed  in the  resolution  or  resolutions
                  providing for the issue of such series adopted by the Board of
                  Directors from time to time,  pursuant to the authority herein
                  given, a copy of which  resolution or  resolutions  shall have
                  been set forth in a Certificate made, executed,  acknowledged,
                  filed and  recorded in the manner  required by the laws of the
                  State of  Delaware in order to make the same  effective.  Each
                  series  shall  consist  of such  number  of shares as shall be
                  stated  and  expressed  in  such   resolution  or  resolutions
                  providing  for the issuance of the stock of such  series.  All
                  shares of any one series of Preferred  Stock shall be alike in
                  every particular. The authority of the Board of Directors with
                  respect to each series shall  include,  but not be limited to,
                  determination of the following:

                                    (1)  the number of  shares constituting that
                           series  and  the  distinctive  designation  of   that
                           series;

                                    (2)  whether  the  holders of shares of that
                           series shall be entitled to receive dividends and, if
                           so,  the rates of such  dividends,  conditions  under
                           which and times such  dividends  may be  declared  or
                           paid,  the  preference  of any such  dividends to, in
                           relation to, the dividends payable on any other class
                           or classes  of stock or any other  series of the same
                           class and whether  dividends  shall be  cumulative or
                           noncumulative and, if cumulative,  from which date or
                           dates;

                                    (3)  whether  the  holders of shares of that
                           series  shall have  voting  rights in addition to the
                           voting  rights  provided by law and, if so, the terms
                           of such voting rights;

                                    (4) whether shares of that series shall have
                           conversion or exchange privileges into or for, at the
                           option of either  the  holder or the  Corporation  or
                           upon the  happening of a specified  event,  shares of
                           any other class or classes or of any other  series of
                           the same or other  class or  classes  of stock of the
                           Corporation  and, if so, the terms and  conditions of
                           such conversion or exchange  including  provision for
                           adjustment of the conversion or exchange rate in such
                           events as the Board of Directors shall determine;

                                    (5) whether  shares of that series  shall be
                           redeemable  and, if so, the terms and  conditions  of
                           such redemption,  including the date or dates upon or
                           after which they shall be  redeemable  and the amount
                           per share payable in case of redemption, which amount
                           may vary under different  conditions and at different
                           redemption dates;

                                    (6) whether  shares of that series  shall be
                           subject to the  operation of a retirement  or sinking
                           fund and, if so subject, the extent to and the manner
                           in  which  it shall be  applied  to the  purchase  or
                           redemption  of the  shares  of that  series,  and the
                           terms  and  provisions   relative  to  the  operation
                           thereof;


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                                    (7) the  rights of shares of that  series in
                           the event of  voluntary or  involuntary  liquidation,
                           dissolution or winding up of the  Corporation and any
                           preference  of any such  rights to, and the  relation
                           to,  the  rights in  respect  thereto of any class or
                           classes  of stock  or any  other  series  of the same
                           class; and

                                    (8) whether  shares of that series  shall be
                           subject or entitled to any other preferences, and the
                           other  relative,  participating,  optional  or  other
                           special  rights and  qualifications,  limitations  or
                           restrictions of shares of that series and, if so, the
                           terms thereof;

                           provided,  however,  that if the stated dividends and
                           amounts payable on liquidation with respect to shares
                           of any  series  of  Preferred  Stock  are not paid in
                           full,  then the  shares of all  series  of  Preferred
                           Stock shall share ratably in the payment of dividends
                           including  accumulations,  if any, in accordance with
                           the sums which would be payable on such shares if all
                           dividends  were declared and paid in full, and in any
                           distribution   of  assets   (other  than  by  way  if
                           dividends) in accordance with the sums which would be
                           payable on such distribution if all sums payable were
                           discharged in full."

         3. The amendment of the certificate of  incorporation  herein certified
has been duly adopted in  accordance  with the  provisions of Section 242 of the
General Corporation Law of the State of Delaware.


Signed on May 29, 1998.


                                             /s/ Sebastian E. Cassetta
                                    -------------------------------------------
                                    Sebastian E. Cassetta, Chief
                                    Executive Officer

Attest:

 /s/ Thomas Haller
-----------------------------
Thomas Haller, Vice President


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