AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             LIFERATE SYSTEMS, INC.


These Amended and Restated Articles of Incorporation supersede the original
Articles of Incorporation and all amendments thereto, if any.

                                   ARTICLE I.

The name of the Corporation is LifeRate Systems, Inc. (the "Corporation").

                                   ARTICLE II.

The registered office of the Corporation in Minnesota is: 7210 Metro Boulevard,
Edina, Minnesota 55439.

                                  ARTICLE III.

The Corporation shall be authorized to issue two classes of shares of capital
stock to be designated respectively, "common stock" and "preferred stock." The
total number of shares of all classes of capital stock which the Corporation
shall be authorized to issue is 76,000,000, consisting of 75,000,000 shares of
common stock and 1,000,000 shares of preferred stock. Shares of preferred stock
of the Corporation may be issued from time to time in one or more series, each
of which series shall have such distinctive designation or title and such number
of shares as shall be fixed by the Board of Directors prior to the issuance of
any shares thereof. Each such series of preferred stock shall have such voting
powers, full or limited, or no voting powers, and such preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue of such series of preferred
stock as may be adopted from time to time by the Board of Directors prior to the
issuance of any shares thereof pursuant to the authority hereby expressly vested
in it. The Board of Directors is further authorized to increase or decrease (but
not below the number of shares then outstanding) the number of shares of any
series of preferred stock subsequent to the issuance of shares of that series.
Except as provided in the resolution or resolutions of the Board of Directors
creating any series of preferred stock, the shares of common stock shall have
the exclusive right to vote for the election and removal of directors and for
all other purposes. Each holder of common stock shall be entitled to one vote
for each share held.

                                   ARTICLE IV.

Shares of the Corporation acquired by the Corporation shall become authorized
but unissued shares and may be reissued as provided in these Articles of
Incorporation.

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                                   ARTICLE V.

No shareholder of the Corporation shall have any cumulative voting rights.

                                   ARTICLE VI.

No shareholder of the Corporation shall have any preemptive rights by virtue of
Section 302A.413 of the Minnesota Statutes (or similar provisions of future law)
to subscribe for, purchase or acquire any shares of the Corporation of any
class, whether unissued or now or hereafter authorized, or any obligations or
other securities convertible into or exchangeable for any such shares.

                                  ARTICLE VII.

Any action required or permitted to be taken at a meeting of the Board of the
Corporation, other than an action requiring shareholder approval, may be taken
by written action signed by the number of directors that would be required to
take such action at a meeting of the Board of Directors at which all directors
are present.

                                  ARTICLE VIII.

No director of the Corporation shall be personally liable to the Corporation or
its shareholders for monetary damages for breach of fiduciary duty by such
director as a director; provided, however, that this Article VIII shall not
eliminate or limit the liability of a director to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 302.559 or 80A.23 of the Minnesota Statutes, as amended (iv) for any
transaction from which the director derived an improper personal benefit or (v)
for any act or omission occurring prior to the effective date of this Article
VIII. If the Minnesota Business Corporation Act hereafter is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the Corporation in addition to the
limitation and elimination of personal liability provided herein, shall be
eliminated or limited to the fullest extent permitted by the Minnesota Business
Corporation Act, as so amended. No amendment to or repeal of this Article VIII
shall apply to, or have any effect on, the liability or alleged liability of any
director for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal.

                                   ARTICLE IX.

The Corporation shall indemnify to the fullest extent permissible under the
provisions of Chapter 302A of the Minnesota Statutes, as amended, (as now or
hereafter in effect) any person made or threatened to be made a party to or
witness in any threatened, pending, or completed civil, criminal,
administrative, arbitration, or investigative proceeding, including a proceeding
by or in the right of the Corporation, by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Corporation, or by
reason of the fact that such director or officer, while a director or officer of
the Corporation, is or was serving at the request of the Corporation, or whose
duties in that position


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involved service as a director, officer, partner, trustee or agent of another
organization or employee benefit plan, against all judgments, penalties, fines,
including, without limitation, excise taxes assessed against the person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements. Nothing contained herein shall
affect any rights to indemnification to which employees or agents of the
Corporation other than directors and officers may be entitled under the
provisions of Chapter 302A of the Minnesota Statutes, as amended. Any repeal or
modification of this Article IX shall be prospective only, and shall not
adversely affect any right to indemnification or protection of a director or
officer of the Corporation existing at the time of such repeal or modification.
No amendment to or repeal of this Article IX shall apply to or have any effect
on the liability of or alleged liability of any director or the Corporation for
or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.