STATE OF DELAWARE
                                               SECRETARY OF STATE
                                         DIVISION OF CORPORATIONS
                                        FILED 11:00 AM 10/28/2002
                                              020663003 - 2418423




                    CERTIFICATE OF AMENDMENT
                             OF THE
                      AMENDED AND RESTATED
                  CERTIFICATE OF INCORPORATION
                               OF
                   EDGE TECHNOLOGY GROUP, INC.


     EDGE TECHNOLOGY GROUP, INC. (the "Corporation"), a

corporation organized and existing under and by virtue of the

General Corporation Law of the State of Delaware (the "DGCL"),

hereby adopts the following Certificate of Amendment to the

Amended and Restated Certificate of Incorporation and,

     DOES HEREBY CERTIFY:

     FIRST:  The name of the Corporation is EDGE TECHNOLOGY
GROUP, INC.

     SECOND:  By Written Consent dated June 25, 2002, the Board
of Directors of the Corporation adopted the following resolutions
amending the first paragraph of ARTICLE 4 of the Certificate of
Incorporation of the Corporation, as previously amended and
restated on September 1, 2000, (the "Amended and Restated
Certificate of Incorporation") and further amended as of the same
date:

          WHEREAS, the Board deems it to be in the best
     interest of the Corporation and its stockholders to
     amend the Corporation's Amended and Restated
     Certificate of Incorporation (the "Proposed Amendment")
     to provide that the name of the corporation should be
     changed from "Edge Technology Group, Inc." to "Axtive
     Corporation."

          WHEREAS, the General Corporation Law of the State
     of Delaware requires the approval of the stockholders
     of the Corporation prior to filing the Proposed
     Amendment.

          NOW, THEREFORE, BE IT RESOLVED, that, subject to
     approval by the stockholders of the Corporation, the
     officers of Corporation be, and each hereby is,
     authorized, empowered and directed to prepare, execute
     and deliver such Certificate of Amendment to the
     Amended and Restated Certificate of Incorporation,
     certifying the adoption of these resolutions and the
     approval of the Proposed Amendment by the stockholders
     of the Corporation, as shall be necessary to replace
     Article One of the Amended and Restated Certificate of
     Incorporation, as amended, in its entirety with the
     following:

                         "ARTICLE ONE

               Name. The name of the corporation is
          Axtive Corporation (the "Corporation").

<PAGE>

     SOLICITATION OF STOCKHOLDER CONSENT
     -----------------------------------

          WHEREAS, the Board of Directors deems it to be in
     the best interest of the Corporation and its
     stockholders not to solicit proxies for the Proposed
     Amendment to avoid the delay and additional expense to
     the Corporation associated with holding a special
     meeting of Stockholders and to instead obtain the
     written consent of a majority of the stockholders
     (including the holders of the Corporation's Series A
     Convertible Preferred Stock who vote on an "as-
     converted" basis) of the Corporation holding a majority
     of the voting interests necessary to approve the
     Proposed Amendment.

          NOW, THEREFORE, BE IT RESOLVED, that the officers
     of the Corporation be, and hereby are authorized,
     empowered and directed to solicit consents from the
     stockholders of the Corporation holding a majority of
     the voting interests necessary to approve the Proposed
     Amendment and that, upon obtaining such approval,
     prompt notice thereof be given to all other
     stockholders of the Corporation, in compliance with the
     General Corporation Law of the State of Delaware and
     applicable provisions of the Securities Exchange Act of
     1934, as amended (the "Exchange Act").

     RECORD DATE FOR STOCKHOLDER CONSENT
     -----------------------------------

          WHEREAS, the Board of Directors desires to
     establish a record date for stockholders entitled to
     vote, and deems it to be in the best interest of the
     Company and its stockholders to comply with the notice
     requirements required under the Exchange Act.

          NOW, THEREFORE, BE IT RESOLVED, that the record
     date for determining the stockholders entitled to vote
     shall be June 18, 2002, and the officers of the
     Corporation be, and hereby are, authorized, empowered
     and directed to deliver appropriate notices to the
     Corporation's transfer agent and other interested
     parties regarding the Proposed Amendment.

     PREPARATION OF SCHEDULE 14C INFORMATION STATEMENT

          RESOLVED, that the officers of the Corporation be,
     and hereby are, authorized, empowered and directed,
     upon obtaining stockholder consent for the Proposed
     Amendment, to prepare, with the assistance of legal
     counsel and other advisors, a Schedule 14C Information
     Statement prepared in compliance with the Exchange Act,
     and to cause such Information Statement to be filed
     with the Securities and Exchange Commission and
     delivered to the Stockholders of the Corporation, in
     compliance with applicable provisions of the General
     Corporation Law of the State of Delaware and the
     Exchange Act.

<PAGE>

     FURTHER ACTION

          RESOLVED, that any acts of any appropriate officer
     of this Corporation and of any person or persons
     designated and authorized to act by any such officer,
     which acts would have been authorized by the foregoing
     resolutions except that such acts were taken prior to
     the adoption of such resolutions, are hereby severally
     ratified, confirmed, approved and adopted as the acts
     of the Corporation; and be it

          FURTHER RESOLVED, that in addition to and without
     limiting the foregoing, the appropriate officers of the
     Corporation be, and each of them hereby is, authorized,
     empowered and directed to take, or cause to be taken,
     such further action and to execute and deliver, or
     cause to be executed and delivered, for and in the name
     and on behalf of the Corporation, all such further
     instruments and documents as such proper officers, with
     the advice of counsel, may deem to be necessary or
     advisable in order to effect the purpose and intent of
     the foregoing resolutions and to be in the best
     interest of the Corporation (as conclusively evidenced
     by the taking of such action or the execution and
     delivery of such instruments or documents, as the case
     may be, by or under the direction of any authorized
     officer), and all action heretofore taken by the
     officers of the Corporation in connection with the
     subject of the foregoing resolutions be, and it hereby
     is, approved, ratified and confirmed in all respects as
     the act and deed of the Corporation; and be it

          FURTHER RESOLVED, that the Secretary and any
     Assistant Secretary of the Corporation are hereby
     severally authorized and empowered to certify to the
     passage of the foregoing resolutions and to certify as
     to the authenticity of the signatures of any person or
     persons executing any of the foregoing documents by or
     on behalf of the Corporation.

     THIRD:  Stockholders of the Corporation holding a majority
of the issued and outstanding common stock of the Corporation
adopted, including the votes of the holders of the Corporation's
Series A Convertible Preferred stock, voting on an as-converted
basis consistent with the rights and privileges granted to the
holders of the Series A Convertible Preferred, approved and
ratified such Amendment to ARTICLE ONE of the Amended and
Restated Certificate of Incorporation of the Corporation by
execution of a Written Consent dated June 25, 2002 pursuant to
the provisions of Section 228 of the DGCL.

     FOURTH:  That said amendment was duly adopted in accordance
with the provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.

<PAGE>

     FIFTH:  That the Board has not determined to abandon such
proposed Amendment in accordance with the authority granted to it
by the resolutions adopted above and the DGCL.



     IN WITNESS WHEREOF, EDGE TECHNOLOGY GROUP, INC. has caused

this Certificate of Amendment to the Amended and Restated

Certificate of Incorporation to be executed by its duly

authorized officers this 28th day of October, 2002.

                         EDGE TECHNOLOGY GROUP, INC.


                         By:  /s/  GRAHAM C. BEACHUM II
                            --------------------------------
                              Graham C. Beachum II,
                              President   and   Chief   Executive
                               Officer