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

   (Pursuant to Sections 242 and 245 of the Delaware General Corporation Law)

                  Jason G. Wilson hereby certifies that:

                  A. He  is the assistant secretary of SoftNet Systems,  Inc., a
Delaware corporation.

                  B. The certificate of  incorporation  of this  corporation was
originally  filed in the  Office  of the  Secretary  of  State  of the  State of
Delaware on April 7, 1999.

                  C.  The  text  of the  Certificate  of  Incorporation  of this
corporation is amended and restated to read in its entirety as follows:

                                  ARTICLE FIRST

          The  name  of  this   corporation  is  SoftNet   Systems,   Inc.  (the
     "Corporation" or the "Company").

                                 ARTICLE SECOND

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

                                  ARTICLE THIRD

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

                                 ARTICLE FOURTH

                  (A) This  Corporation  is  authorized  to issue two classes of
stock to be designated,  respectively, "Common Stock" and "Preferred Stock." The
total  number  of  shares  which  the  Corporation  is  authorized  to  issue is
104,000,000  shares.  100,000,000  shares shall be Common Stock, $.01 par value,
and 4,000,000 shares shall be Preferred Stock, $.10 par value.

                  (B) The Board of Directors may issue Preferred Stock from time
to time in one or more series.  The Board of Directors is hereby  authorized  to
adopt a resolution or resolutions from time to time,  within the limitations and
restrictions  stated in this Certificate of  Incorporation,  to fix or alter the
voting powers, designations,  preferences,  rights, qualifications,  limitations
and  restrictions of any wholly unissued class of Preferred Stock, or any wholly
unissued  series of any such class,  and the number of shares  constituting  any
such  series and the  designation  thereof,  or any of them,  and to increase or
decrease the number of shares of any series subsequent to the issue of shares of
that series, but not below the number of shares of such series then outstanding.
In case the number of shares of any  series  shall be so  decreased,  the shares
constituting  such decrease  shall resume the status which they had prior to the
adoption  of the  resolution  originally  fixing  the  number  of shares of such
series.

                                  ARTICLE FIFTH

                  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, or (iv) for any transaction from which the director derived any
improper  personal benefit.  If the Delaware General  Corporation Law is amended
after  approval by the  stockholders  of this Article to  authorize  corporation
action further  eliminating or limiting the personal liability of directors then
the liability of a director of the corporation shall be eliminated or limited to
the fullest  extent  permitted by the  Delaware  General  Corporation  Law as so
amended.

                  Any repeal or modification of the foregoing provisions of this
Article Fifth by the stockholders of the corporation  shall not adversely affect
any right or protection of a director of the corporation existing at the time of
such repeal or modification.

                                  ARTICLE SIXTH

                  The Corporation  reserves the right to amend, alter, change 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 granted subject to this reservation.

                                 ARTICLE SEVENTH

                  Elections of directors  need not be by written  ballot  unless
the Bylaws of the Corporation shall so provide.

                                 ARTICLE EIGHTH

                  The number of directors which shall constitute the whole Board
of Directors  shall be fixed from time to time by, or in the manner provided in,
the bylaws or amendment thereof duly adopted by the Board of Directors or by the
stockholders.

                                  ARTICLE NINTH

                  Meetings  of  stockholders  may be held  within or without the
State of Delaware,  as the Bylaws may provide.  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 Bylaws of the Corporation.

                                  ARTICLE TENTH

                  Except  as   otherwise   provided  in  this   Certificate   of
Incorporation,  in furtherance and not in limitation of the powers  conferred by
statute, the Board of Directors is expressly authorized to make, repeal,  alter,
amend and rescind any or all of the Bylaws of the Corporation.

                                ARTICLE ELEVENTH

                  The Corporation expressly elects to be governed by Section 203
of the Delaware General Corporation Law.


                  D. The foregoing  amendment and restatement of the Certificate
of Incorporation has been duly approved by the corporation's  Board of Directors
and stockholders in accordance with the provisions of Section 242 and 245 of the
General Corporation Law of the State of Delaware.

                  IN  WITNESS   WHEREOF,   the   undersigned   has  signed  this
Certificate this 29th day of July, 1999.



                                /s/ Jason G. Wilson
                                ------------------------------------
                                Jason G. Wilson, Assistant Secretary