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                 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                         OF
                                    KINZAN, INC.

       Kinzan, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "DGCL "), hereby
certifies as follows:

       1.     The Certificate of Incorporation was originally filed with the
Secretary of State of the State of Delaware on May 10, 2000.

       2.     Pursuant to Sections 242 and 245 of the DGCL, this Amended and
Restated Certificate of Incorporation restates and integrates and further amends
the Certificate of Incorporation of the Corporation, as amended.

       3.     The Certificate of Incorporation is hereby amended and restated in
its entirety to read as follows:

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

       SECOND:  The registered office of the Corporation in the State of
Delaware is located at 1013 Centre Road, in the City of Wilmington, County of
New Castle.  The name of the registered agent of the Corporation at such address
is Corporation Service Company.

       THIRD:  The purpose for which the Corporation is organized is to engage
in any and all lawful acts and activity for which corporations may be organized
under the DGCL.  The Corporation will have perpetual existence.

       FOURTH:  The total number of shares of stock which the Corporation shall
have authority to issue is 105,000,000 shares of capital stock, classified
as 5,000,000 shares of preferred stock, par value $0.001 per share ("Preferred
Stock"), and 100,000,000 shares of common stock, par value $0.001 per share
("Common Stock").

       The designations and the powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and Common Stock are as
follows:

       1.     Provisions Relating to the Preferred Stock.

              (a)    The Preferred Stock may be issued from time to time in one
or more classes or series, the shares of each class or series to have such
designations and powers, preferences, and rights, and qualifications,
limitations, and restrictions thereof, as are stated and expressed herein and in
the resolution or resolutions providing for the issue of such class or series
adopted by the board of directors of the Corporation as hereafter prescribed.


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              (b)    Authority is hereby expressly granted to and vested in the
board of directors of the Corporation to authorize the issuance of the Preferred
Stock from time to time in one or more classes or series, and with respect to
each class or series of the Preferred Stock, to fix and state by the resolution
or resolutions from time to time adopted providing for the issuance thereof the
following:

                     (i)    whether the class or series is to have voting
              rights, full, special, or limited, or is to be without voting
              rights, and whether or not such class or series is to be entitled
              to vote as a separate class either alone or together with the
              holders of one or more other classes or series of stock;

                     (ii)   the number of shares to constitute the class or
              series and the designations thereof;

                     (iii)  the preferences, and relative, participating,
              optional, or other special rights, if any, and the qualifications,
              limitations, or restrictions thereof, if any, with respect to any
              class or series;

                     (iv)   whether the shares of any class or series shall be
              redeemable at the option of the Corporation or the holders thereof
              or upon the happening of any specified event, and, if redeemable,
              the redemption price or prices, which may be payable in the form
              of cash, notes, securities, or other property, and the time or
              times at which, and the terms and conditions upon which, such
              shares shall be redeemable and the manner of redemption;

                     (v)    whether the shares of a class or series shall be
              subject to the operation of retirement or sinking funds to be
              applied to the purchase or redemption of such shares for
              retirement, and, if such retirement or sinking fund or funds are
              to be established, the annual amount thereof, and the terms and
              provisions relative to the operation thereof;

                     (vi)   the dividend rate, whether dividends are payable in
              cash, stock of the Corporation, or other property, the conditions
              upon which and the times when such dividends are payable, the
              preference to or the relation to the payment of dividends payable
              on any other class or classes or series of stock, whether or not
              such dividends shall be cumulative or noncumulative, and if
              cumulative, the date or dates from which such dividends shall
              accumulate;

                     (vii)  the preferences, if any, and the amounts thereof
              which the holders of any class or series thereof shall be
              entitled to receive upon the voluntary or involuntary
              dissolution of, or upon any distribution of the assets of, the
              Corporation;

                     (viii) whether the shares of any class or series, at
              the option of the Corporation or the holder thereof or upon the
              happening of any specified event, shall be convertible into or
              exchangeable for, the shares of


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              any other class or classes or of any other series of the same
              or any other class or classes of stock, securities, or other
              property of the Corporation and the conversion price or prices
              or ratio or ratios or the rate or rates at which such exchange
              may be made, with such adjustments, if any, as shall be stated
              and expressed or provided for in such resolution or
              resolutions; and

                     (ix)   such other special rights and protective provisions
              with respect to any class or series as may to the board of
              directors of the Corporation seem advisable.

              (c)    The shares of each class or series of the Preferred Stock
may vary from the shares of any other class or series thereof in any or all of
the foregoing respects. The board of directors of the Corporation may increase
the number of shares of the Preferred Stock designated for any existing class or
series by a resolution adding to such class or series authorized and unissued
shares of the Preferred Stock not designated for any other class or series. The
board of directors of the Corporation may decrease the number of shares of the
Preferred Stock designated for any existing class or series by a resolution
subtracting from such class or series authorized and unissued shares of the
Preferred Stock designated for such existing class or series, and the shares so
subtracted shall become authorized, unissued, and undesignated shares of the
Preferred Stock.

       2.     Provisions Relating to the Common Stock.

              (a)    Each share of Common Stock of the Corporation shall have
identical rights and privileges in every respect. The holders of shares of
Common Stock shall be entitled to vote upon all matters submitted to a vote of
the stockholders of the Corporation and shall be entitled to one vote for each
share of Common Stock held.

              (b)    Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series thereof, the holders
of shares of the Common Stock shall be entitled to receive such dividends,
payable in cash, stock, or otherwise, as may be declared thereon by the board of
directors at any time and from time to time out of any funds of the Corporation
legally available therefor.

              (c)    In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holders of shares of the
Preferred Stock or any series thereof, the holders of shares of the Common Stock
shall be entitled to receive all of the remaining assets of the Corporation
available for distribution to its stockholders, ratably in proportion to the
number of shares of the Common Stock held by them. A liquidation, dissolution,
or winding-up of the Corporation, as such terms are used in this paragraph (c),
shall not be deemed to be occasioned by or to include any consolidation or
merger of the Corporation with or into any other corporation or corporations or
other entity or a sale, lease, exchange, or conveyance of all or a part of the
assets of the Corporation.


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       3.     General.

              (a)    Subject to the foregoing provisions of this Certificate of
Incorporation, the Corporation may issue shares of its Preferred Stock and
Common Stock from time to time for such consideration, not less than the par
value thereof, as may be fixed by the board of directors of the Corporation,
which is expressly authorized to fix the same in its absolute and uncontrolled
discretion subject to the foregoing conditions. Shares so issued for which the
consideration shall have been paid or delivered to the Corporation shall be
deemed fully paid stock and shall not be liable to any further call or
assessment thereon, and the holders of such shares shall not be liable for any
further payments in respect of such shares.

              (b)    The Corporation shall have authority to create and issue
rights and options entitling their holders to purchase shares of the
Corporation's capital stock of any class or series or other securities of the
Corporation, and such rights and options shall be evidenced by instrument(s)
approved by the board of directors of the Corporation. The board of directors
of the Corporation shall be empowered to set the exercise price, duration, times
for exercise, and other terms of such options or rights; PROVIDED, HOWEVER, that
the consideration to be received for any shares of capital stock subject thereto
shall not be less than the par value thereof.

       FIFTH:  The number of directors constituting the board of directors shall
be no less than one and no more than nine, plus such number of directors as may
be elected from time to time by the holders of any class or series of Preferred
Stock. The directors elected at each annual meeting of the stockholders,
commencing with the meeting in 2001, shall be elected to hold office until the
next annual meeting and until their successors are elected and qualified,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office.

       SIXTH:  Directors of the Corporation need not be elected by written
ballot unless the bylaws of the Corporation otherwise provide.

       SEVENTH:  In furtherance and not in limitation of the powers conferred by
the DGCL, the board of directors of the Corporation shall have the power to
adopt, amend, and repeal the bylaws of the Corporation.

       EIGHTH:  No contract or transaction between the Corporation and one or
more of its directors, officers, or stockholders or between the Corporation and
any Person (as hereinafter defined) or other organization in which one or more
of its directors, officers, or stockholders are directors, officers, or
stockholders, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board of directors or committee thereof which
authorizes the contract or transaction, or solely because his, her, or their
votes are counted for such purpose, if: (a) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or
are known to the board of directors or the committee, and the board of directors
or committee in good faith authorizes the


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contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than
a quorum; (b) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (c) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved, or ratified by the board of directors, a committee
thereof, or the stockholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the board of
directors or of a committee thereof which authorizes the contract or
transaction. As used herein, "Person" means any individual, corporation,
partnership, association, firm, trust, joint venture, political subdivision
or instrumentality.

       NINTH:  (a) The Corporation shall indemnify any Person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by reason
of the fact that he or she (i) is or was a director, officer, employee or agent
of the Corporation, or (ii) is or was serving at the request of the Corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent,
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the fullest extent permitted under the DGCL, as the same exists
or may hereafter be amended. Such right shall be a contract right and as such
shall run to the benefit of any director or officer who is elected and accepts
the position of director or officer of the Corporation or elects to continue to
serve as a director or officer of the Corporation while this Article Ninth is in
effect. Any repeal or amendment of this Article Ninth shall be prospective only
and shall not limit the rights of any such director or officer or the
obligations of the Corporation with respect to any claim arising from or related
to the services of such director or officer in any of the foregoing capacities
prior to any such repeal or amendment to this Article Ninth.

              (b) The above right shall include the right to be paid by the
Corporation expenses incurred in investigating or defending any such proceeding
in advance of its final disposition to the maximum extent permitted under the
DGCL, as the same exists or may hereafter be amended. To the extent that a
director, officer, employee or agent of the corporation shall be successful on
the merits or otherwise in defense of any proceeding, or in defense of any
claim, issue, or matter therein, he or she shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection therewith. If a claim for indemnification or advancement of expenses
hereunder is not paid in full by the Corporation within sixty (60) days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim, and if successful in whole or in part, the claimant shall also be
entitled to be paid the expenses of prosecuting such claim. It shall be a
defense to any such action that such indemnification or advancement of costs of
defense is not permitted under the DGCL, but the burden of proving such defense
shall be on the Corporation. None of (i) the failure of the Corporation
(including its board of directors or any committee thereof, independent legal
counsel, or stockholders) to have made its determination prior to the
commencement of such action that indemnification of, or advancement of costs of
defense to, the claimant is permissible in the circumstances, (ii) an actual
determination


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by the Corporation (including its board of directors or any committee
thereof, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible, or (iii) the termination
of any proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall be a defense to the action or
create a presumption that such indemnification or advancement is not
permissible. In the event of the death of any Person having a right of
indemnification under the foregoing provisions, such right shall inure to the
benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be exclusive of any
other right which any Person may have or hereafter acquire under any statute,
bylaw, resolution of stockholders or directors, agreement, or otherwise.

              (c)  The Corporation may additionally indemnify any employee or
agent of the Corporation to the fullest extent permitted by law.

              (d)  Without limiting the generality of the foregoing, to the
extent permitted by then applicable law, the grant of mandatory indemnification
pursuant to this Article Ninth shall extend to proceedings involving the
negligence of such Person.

              (e)  The board of directors may authorize, by a vote of a majority
of a quorum of the board of directors, the Corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this Article Ninth.

              (f)  As used herein, the term "proceeding" means any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such an action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding.

       TENTH:  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 (a) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (c) under Section 174 of the DGCL, or (d) for any transaction
from which the director derived an improper personal benefit. Any repeal or
amendment of this Article Tenth by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation arising from an act or omission
occurring prior to the time of such repeal or amendment. In addition to the
circumstances in which a director of the Corporation is not personally liable as
set forth in the foregoing provisions of this Article Tenth, a director shall
not be liable to the Corporation or its


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stockholders to such further extent as permitted by any law hereafter
enacted, including without limitation any subsequent amendment to the DGCL.

       4.     The foregoing amendment and restatement of the certificate of
incorporation has been duly approved by the board of directors of the
Corporation in accordance with the provisions of Sections 242 and 245 of the
DGCL.

       5.     The foregoing amendment and restatement of the certificate of
incorporation has been duly approved by the written consent of the stockholders
of the Corporation in accordance with Sections 228 and 245 of the DGCL. The
total number of outstanding shares of Common Stock is _________, Series A
Preferred Stock is 5,847,895, Series B Preferred Stock is 3,903,112 and Series C
Preferred Stock is 1,392,436. The number of shares held by the stockholders who
consented to this amendment and restatement in writing equaled or exceeded the
percentage required for approval. The percentage required was more than 50% of
the Preferred Stock and the Common Stock outstanding. Pursuant to section 228
of the DGCL, prompt written notice of this amendment and restatement has been
given to all stockholders who did not consent to this amendment and restatement.

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              IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by Jeffrey P. Higgins, its
Secretary, on this __ day of October, 2000.

                                                 KINZAN, INC.


                                                 By:
                                                    -------------------------
                                                        Jeffrey P. Higgins
                                                        Secretary