<PAGE>



                                                                     EXHIBIT 3.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                OPEN MARKET, INC.

                        PURSUANT TO SECTIONS 242 AND 245
                         OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE


     OPEN MARKET, INC., (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "General Corporation Law"), hereby certifies as follows:

     1. The name of the corporation is Open Market, Inc. The corporation was
originally incorporated on December 6, 1993.

     2. This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the Certificate of Incorporation of the
Corporation, was duly adopted in accordance with the provisions of Sections 242
and 245 of the General Corporation Law, and was approved by written consent of
the stockholders of the Corporation given in accordance with the provisions of
Section 228 of the General Corporation Law (prompt notice of such action having
been given to those stockholders who did not consent in writing). The resolution
setting forth the Amended and Restated Certificate of Incorporation is as
follows:

RESOLVED: That the Certificate of Incorporation of the Corporation, as amended,
     be and hereby is amended and restated in its entirety so that the same
     shall read as follows:

     FIRST.  The name of the Corporation is:

                                Open Market, Inc.

     SECOND. The address of its registered office in the State of Delaware is
Corporation Trust Center, 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.

     THIRD. The nature of the business or purposes to be conducted or promoted
by the Corporation is as follows:

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

     FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 102,000,000 shares, consisting
of (i) 100,000,000 shares of Common Stock, $.001 par value per share ("Common
Stock"), and (ii) 2,000,000 shares of Preferred Stock, $.10 par value per
share ("Preferred Stock").

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The following is a statement of the designations and the powers, privileges and
rights, and the qualifications, limitations or restrictions thereof in respect
of each class of capital stock of the Corporation.

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 series as may be designated by the Board of Directors
upon any issuance of the Preferred Stock of any series.

     2. VOTING. The holders of the Common Stock are entitled to one vote for
each share held at all meetings of stockholders (and written actions in lieu of
meetings). There shall be no cumulative voting.

The number of authorized shares of Common Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the stock of the Corporation entitled to
vote, irrespective of the provisions of Section 242(b)(2) of the General
Corporation Law of Delaware.

     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 Corporation,
whether voluntary or involuntary, holders of Common Stock will be entitled to
receive all assets of the Corporation available for distribution to its
stockholders, subject to any preferential rights of any then outstanding
Preferred Stock.

B. PREFERRED STOCK.

     Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as hereinafter provided. Any shares of
Preferred Stock which may be redeemed, purchased or acquired by the Corporation
may be reissued except as otherwise provided by law or this Certificate of
Incorporation. Different series of Preferred Stock shall not be construed to
constitute different classes of shares for the purposes of voting by classes
unless expressly provided.

     Authority is hereby expressly granted to the Board of Directors from time
to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the issue of the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or



                                       2
<PAGE>



restrictions thereof, including without limitation thereof, dividend rights,
conversion rights, redemption privileges and liquidation preferences, as shall
be stated and expressed in such resolutions, all to the full extent now or
hereafter permitted by the General Corporation Law of Delaware. Without limiting
the generality of the foregoing, the resolutions providing for issuance of any
series of Preferred Stock may provide that such series shall be superior or rank
equally or be junior to the Preferred Stock of any other series to the extent
permitted by law and this Certificate of Incorporation. Except as otherwise
provided in this Certificate of Incorporation, no vote of the holders of the
Preferred Stock or Common Stock shall be a prerequisite to the designation or
issuance of any shares of any series of the Preferred Stock authorized by and
complying with the conditions of this Certificate of Incorporation, the right to
have such vote being expressly waived by all present and future holders of the
capital stock of the Corporation.

     FIFTH. The Corporation shall have a perpetual existence.

     SIXTH. In furtherance of and not in limitation of powers conferred by
statute, it is further provided:

          1. Election of directors need not be by written ballot.

          2. The Board of Directors is expressly authorized to adopt, amend or
             repeal the By-Laws of the Corporation.

     SEVENTH. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

     EIGHTH. Except to the extent that the General Corporation Law of the State
of Delaware prohibits the elimination or limitation of liability of directors
for breaches of fiduciary duty, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for any breach of fiduciary duty as a director, notwithstanding any provision of
law imposing such liability. No amendment to or repeal of this provision shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.


                                       3
<PAGE>


     NINTH. 1. ACTION, SUITS AND PROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF
THE CORPORATION. The Corporation shall indemnify each person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the Corporation, or is or was serving, or has agreed to serve, at the
request of the Corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan) (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. Notwithstanding
anything to the contrary in this Article, except as set forth in Section 6
below, the Corporation shall not indemnify an Indemnitee seeking indemnification
in connection with a proceeding (or part thereof) initiated by the Indemnitee
unless the initiation thereof was approved by the Board of Directors of the
Corporation.

          2. ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify any Indemnitee who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the Corporation, or is or was serving, or has agreed to serve, at the
request of the Corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan), or by reason of any
action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys' fees) and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of such liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses (including attorneys' fees)
which the Court of Chancery of Delaware or such other court shall deem proper.



                                       4
<PAGE>


          3. INDEMNIFICATION FOR EXPENSES OF SUCCESSFUL PARTY. Notwithstanding
the other provisions of this Article, to the extent that an Indemnitee has been
successful, on the merits or otherwise, in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of any
claim, issue or matter therein, or on appeal from any such action, suit or
proceeding, he shall be indemnified against all expenses (including attorneys'
fees) actually and reasonably incurred by him or on his behalf in connection
therewith. Without limiting the foregoing, if any action, suit or proceeding is
disposed of, on the merits or otherwise (including a disposition without
prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an
adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of
guilty or NOLO CONTENDERE by the Indemnitee, (iv) an adjudication that the
Indemnitee did not act in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and (v) with
respect to any criminal proceeding, an adjudication that the Indemnitee had
reasonable cause to believe his conduct was unlawful, the Indemnitee shall be
considered for the purposes hereof to have been wholly successful with respect
thereto.

          4. NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent to his
right to be indemnified, the Indemnitee must notify the Corporation in writing
as soon as practicable of any action, suit, proceeding or investigation
involving him for which indemnity will or could be sought. With respect to any
action, suit, proceeding or investigation of which the Corporation is so
notified, the Corporation will be entitled to participate therein at its own
expense and/or to assume the defense thereof at its own expense, with legal
counsel reasonably acceptable to the Indemnitee. After notice from the
Corporation to the Indemnitee of its election so to assume such defense, the
Corporation shall not be liable to the Indemnitee for any legal or other
expenses subsequently incurred by the Indemnitee in connection with such claim,
other than as provided below in this Section 4. The Indemnitee shall have the
right to employ his own counsel in connection with such claim, but the fees and
expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by
the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded
that there may be a conflict of interest or position on any significant issue
between the Corporation and the Indemnitee in the conduct of the defense of such
action or (iii) the Corporation shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel for the Indemnitee shall be at the expense of the Corporation, except
as otherwise expressly provided by this Article. The Corporation shall not be
entitled, without the consent of the Indemnitee, to assume the defense of any
claim brought by or in the right of the Corporation or as to which counsel for
the Indemnitee shall have reasonably made the conclusion provided for in clause
(ii) above.

          5. ADVANCE OF EXPENSES. Subject to the provisions of Section 6 below,
in the event that the Corporation does not assume the defense pursuant to
Section 4 of this Article of any action, suit, proceeding or investigation of
which the Corporation receives notice under this Article, any expenses
(including attorneys' fees) incurred by an Indemnitee in defending a civil or
criminal action, suit, proceeding or investigation or any appeal therefrom shall
be paid by the Corporation in advance of the final disposition of such matter;
PROVIDED, HOWEVER, that the payment of such expense incurred by an Indemnitee in
advance of the final disposition of such matter shall be made only upon receipt
of an undertaking by or on behalf of the Indemnitee to repay all amounts so
advanced in the event that it shall ultimately be determined that the


                                       5
<PAGE>



Indemnitee is not entitled to be indemnified by the Corporation as authorized in
this Article. Such undertaking may be accepted without reference to the
financial ability of the Indemnitee to make such repayment.

          6. PROCEDURE FOR INDEMNIFICATION. In order to obtain indemnification
or advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article, the
Indemnitee shall submit to the Corporation a written request, including in such
request such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of expenses. Any
such indemnification or advancement of expenses shall be made promptly, and in
any event within 60 days after receipt by the Corporation of the written request
of the Indemnitee, unless with respect to requests under Section 1, 2 or 5 the
Corporation determines, by clear and convincing evidence, within such 60-day
period that the Indemnitee did not meet the applicable standard of conduct set
forth in Section 1 or 2, as the case may be. Such determination shall be made in
each instance by (a) a majority vote of a quorum of the directors of the
Corporation consisting of persons who are not at that time parties to the
action, suit or proceeding in question ("disinterested directors"), (b) if no
such quorum is obtainable, a majority vote of a committee of two or more
disinterested directors, (c) a majority vote of a quorum of the outstanding
shares of stock of all classes entitled to vote for directors, voting as a
single class, which quorum shall consist of stockholders who are not at that
time parties to the action, suit or proceeding in question, (d) independent
legal counsel (who may be regular legal counsel to the Corporation), or (e) a
court of competent jurisdiction.

          7. REMEDIES. The right to indemnification or advances as granted by
this Article shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the Corporation denies such request, in whole or in part, or if
no disposition thereof is made within the 60-day period referred to above in
Section 6. Unless otherwise provided by law, the burden of proving that the
Indemnitee is not entitled to indemnification or advance of expenses under this
Article shall be on the Corporation. Neither the failure of the Corporation to
have made a determination prior to the commencement of such action that
indemnification is proper in the circumstances because the Indemnitee has met
the applicable standard of conduct, nor an actual determination by the
Corporation pursuant to Section 6 that the Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the Indemnitee has not met the applicable standard of conduct.
The Indemnitee's expenses (including attorneys' fees) incurred in connection
with successfully establishing his right to indemnification, in whole or in
part, in any such proceeding shall also be indemnified by the Corporation.

          8. SUBSEQUENT AMENDMENT. No amendment, termination or repeal of this
Article or of the relevant provisions of the General Corporation Law of Delaware
or any other applicable laws shall affect or diminish in any way the rights of
any Indemnitee to indemnification under the provisions hereof with respect to
any action, suit, proceeding or investigation arising out of or relating to any
actions, transactions or facts occurring prior to the final adoption of such
amendment, termination or repeal.

          9. OTHER RIGHTS. The indemnification and advancement of expenses
provided by this Article shall not be deemed exclusive of any other rights to
which an Indemnitee seeking indemnification or advancement of expenses may be
entitled under any law (common or


                                       6
<PAGE>


statutory), agreement or vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in any
other capacity while holding office for the Corporation, and shall continue as
to an Indemnitee who has ceased to be a director or officer, and shall inure to
the benefit of the estate, heirs, executors and administrators of the
Indemnitee. Nothing contained in this Article shall be deemed to prohibit, and
the Corporation is specifically authorized to enter into, agreements with
officers and directors providing indemnification rights and procedures different
from those set forth in this Article. In addition, the Corporation may, to the
extent authorized from time to time by its Board of Directors, grant
indemnification rights to other employees or agents of the Corporation or other
persons serving the Corporation and such rights may be equivalent to, or greater
or less than, those set forth in this Article.

          10. PARTIAL INDEMNIFICATION. If an Indemnitee is entitled under any
provision of this Article to indemnification by the Corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement actually and reasonably incurred by him or on his behalf in
connection with any action, suit, proceeding or investigation and any appeal,
therefrom but not, however, for the total amount thereof, the Corporation shall
nevertheless indemnify the Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which the Indemnitee is entitled.

          11. INSURANCE. The Corporation may purchase and maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan) against any expense,
liability or loss incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the General
Corporation Law of Delaware.

          12. MERGER OR CONSOLIDATION. If the Corporation is merged into or
consolidated with another corporation and the Corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
Corporation under this Article with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions, transactions or facts
occurring prior to the date of such merger or consolidation.

          13. SAVINGS CLAUSE. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
Corporation, to the fullest extent permitted by any applicable portion of this
Article that shall not have been invalidated and to the fullest extent permitted
by applicable law.

          14. DEFINITIONS. Terms used herein and defined in Section 145(h) and
Section 145(i) of the General Corporation Law of Delaware shall have the
respective meanings assigned to such terms in such Section 145(h) and Section
145(i).

          15. SUBSEQUENT LEGISLATION. If the General Corporation Law of Delaware
is amended after adoption of this Article to expand further the indemnification
permitted to Indemnitees,



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then the Corporation shall indemnify such persons to the fullest extent
permitted by the General Corporation Law of Delaware, as so amended.

     TENTH. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute and this
Amended and Restated Certificate of Incorporation, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     ELEVENTH. This Article is inserted for the management of the business and
for the conduct of the affairs of the Corporation.

          1. NUMBER OF DIRECTORS, The number of directors of the Corporation
shall not be less than three. The exact number of directors within the
limitations specified in the preceding sentence shall be fixed from time to time
by, or in the manner provided in, the Corporation's By-Laws.

          2. CLASSES OF DIRECTORS. The Board of Directors shall be and is
divided into three classes: Class I, Class II and Class III. No one class shall
have more than one director more than any other class. If a fraction is
contained in the quotient arrived at by dividing the designated number of
directors by three, then, if such fraction is one-third, the extra director
shall be a member of Class I, and if such fraction is two-thirds, one of the
extra directors shall be a member of Class I and one of the extra directors
shall be a member of Class II, unless otherwise provided from time to time by
resolution adopted by the Board of Directors.

          3. ELECTION OF DIRECTORS. Elections of directors need not be by
written ballot except as and to the extent provided in the By-Laws of the
Corporation.

          4. TERMS OF OFFICE. Each director shall serve for a term ending on the
date of the third annual meeting following the annual meeting at which such
director was elected; PROVIDED, that each initial director in Class I shall
serve for a term ending on the date of the annual meeting in 1997; each initial
director in Class II shall serve for a term ending on the date of the annual
meeting in 1998; and each initial director in Class III shall serve for a term
ending on the date of the annual meeting in 1999; and PROVIDED FURTHER, that the
term of each director shall be subject to the election and qualification of his
successor and to his earlier death, resignation or removal.

          5. ALLOCATION OF DIRECTORS AMONG CLASSES IN THE EVENT OF INCREASES OR
DECREASES IN THE NUMBER OF DIRECTORS. In the event of any increase or decrease
in the authorized number of directors, (i) each director then serving as such
shall nevertheless continue as a director of the class of which he is a member
and (ii) the newly created or eliminated directorships resulting from such
increase or decrease shall be apportioned by the Board of Directors among the
three classes of directors so as to ensure that no one class has more than one
director more than any other class. To the extent possible, consistent with the
foregoing rule, any newly created directorships shall be added to those classes
whose terms of office are to expire at the latest dates following such
allocation, and any newly eliminated directorships shall be subtracted from
those classes whose terms of offices are to expire at the earliest dates
following such allocation, unless otherwise provided from time to time by
resolution adopted by the Board of Directors.



                                       8
<PAGE>

          6. QUORUM; ACTION AT MEETING. A majority of the directors at any time
in office shall constitute a quorum for the transaction of business. In the
event one or more of the directors shall be disqualified to vote at any meeting,
then the required quorum shall be reduced by one for each director so
disqualified, provided that in no case shall less than one-third of the number
of directors fixed pursuant to Section 1 above constitute a quorum. If at any
meeting of the Board of Directors there shall be less than such a quorum, a
majority of those present may adjourn the meeting from time to time. Every act
or decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the Board
of Directors unless a greater number is required by law, by the By-Laws of the
Corporation or by this Amended and Restated Certificate of Incorporation.

          7. REMOVAL. Directors of the Corporation may be removed only for cause
by the affirmative vote of the holders of at least two-thirds of the shares of
the capital stock of the Corporation issued and outstanding and entitled to
vote.

          8. VACANCIES. Any vacancy in the Board of Directors, however
occurring, including a vacancy resulting from an enlargement of the board, shall
be filled only by a vote of a majority of the directors then in office, although
less than a quorum, or by a sole remaining director. A director elected to fill
a vacancy shall be elected to hold office until the next election of the class
for which such director shall have been chosen, subject to the election and
qualification of his successor and to his earlier death, resignation or removal.

          9. STOCKHOLDER NOMINATIONS AND INTRODUCTION OF BUSINESS, ETC. Advance
notice of stockholder nominations for election of directors and other business
to be brought by stockholders before a meeting of stockholders shall be given in
the manner provided by the By-Laws of the Corporation.

          10. AMENDMENTS TO ARTICLE. Notwithstanding any other provisions of
law, this Amended and Restated Certificate of Incorporation or the By-Laws of
the Corporation, each as amended, and notwithstanding the fact that a lesser
percentage may be specified by law, the affirmative vote of the holders of at
least seventy-five percent (75%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article
ELEVENTH.

     TWELFTH. Stockholders of the Corporation may not take any action by written
consent in lieu of a meeting. Notwithstanding any other provisions of law, the
Amended and Restated Certificate of Incorporation or the By-Laws of the
Corporation, each as amended, and notwithstanding the fact that a lesser
percentage may be specified by law, the affirmative vote of the holders of at
least seventy-five percent (75%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article
TWELFTH.

     THIRTEENTH. Special meetings of stockholders may be called at any time by
only the Chairman of the Board of Directors, the Chief Executive Officer (or if
there is no Chief Executive Officer, the President) or the Board of Directors.
Business transacted at any special meeting of stockholders shall be limited to
matters relating to the purpose or purposes stated in the notice of meeting.
Notwithstanding any other provision of law, this Amended and Restated


                                       9
<PAGE>

Certificate of Incorporation or the By-Laws of the Corporation, each as amended,
and notwithstanding the fact that a lesser percentage may be specified by law,
the affirmative vote of the holders of at least seventy-five percent (75%) of
the shares of capital stock of the Corporation issued and outstanding and
entitled to vote shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Article THIRTEENTH.




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<PAGE>


     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Amended and Restated Certificate of Incorporation to be
signed by its Chief Executive Officer this 28th day of May, 1996. OPEN MARKET,
INC.


                                  By:      /S/ GARY B. EICHHORN
                                           -----------------------------------
                                           Gary B. Eichhorn
                                           Chief Executive Officer



                                       11
<PAGE>


                           CERTIFICATE OF DESIGNATIONS

                                       of

                                OPEN MARKET, INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)


                         ------------------------------



     Open Market, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (hereinafter called the "Corporation"),
hereby certifies that the following resolution was adopted by the Board of
Directors of the Corporation as required by Section 151 of the General
Corporation Law at a meeting duly called and held on January 23, 1998:

     RESOLVED, that pursuant to the authority granted to and vested in the Board
of Directors of this Corporation (hereinafter called the "Board of Directors" or
the "Board") in accordance with the provisions of the Certificate of
Incorporation, the Board of Directors hereby creates a series of Preferred
Stock, $.10 par value (the "Preferred Stock"), of the Corporation and hereby
states the designation and number of shares, and fixes the relative rights,
preferences and limitations thereof as follows:

     Series A Junior Participating Preferred Stock:

     Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 40,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; PROVIDED, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

     Section 2. DIVIDENDS AND DISTRIBUTIONS.

          (A) Subject to the rights of the holders of any shares of any series
of Preferred Stock (or any similar stock) ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock, in preference to the holders of Common Stock, par
value $.01 per share (the "Common Stock"), of the Corporation, and of any other
junior stock, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds of the Corporation legally available for the
payment of dividends, quarterly dividends payable in cash on March 31, June 30,
September 30 and December 31 in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"),



                                       12
<PAGE>


commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $100 or (b)
subject to the provision for adjustment hereinafter set forth, 1,000 times the
aggregate per share amount of all cash dividends, and 1,000 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Corporation shall at any time declare
or pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision, combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event. In the event the Corporation shall at any time declare or pay any
dividend on the Series A Preferred Stock payable in shares of Series A Preferred
Stock, or effect a subdivision, combination or consolidation of the outstanding
shares of Series A Preferred Stock (by reclassification or otherwise than by
payment of a dividend in shares of Series A Preferred Stock) into a greater or
lesser number of shares of Series A Preferred Stock, then in each such case the
amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of the first sentence of this
Section 2(A) shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Series A Preferred Stock that were
outstanding immediately prior to such event and the denominator of which is the
number of shares of Series A Preferred Stock outstanding immediately after such
event.

          (B) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock) and the Corporation
shall pay such dividend or distribution on the Series A Preferred Stock before
the dividend or distribution declared on the Common Stock is paid or set apart;
provided that, in the event no dividend or distribution shall have been declared
on the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $100
per share on the Series A Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

          (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend


                                       13
<PAGE>



Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.

     Section 3. VOTING RIGHTS. The holders of shares of Series A Preferred Stock
shall have the following voting rights:

          (A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event. In the event the Corporation shall
at any time declare or pay any dividend on the Series A Preferred Stock payable
in shares of Series A Preferred Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Series A Preferred Stock (by
reclassification or otherwise than by payment of a dividend in shares of Series
A Preferred Stock) into a greater or lesser number of shares of Series A
Preferred Stock, then in each such case the number of votes per share to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Series A Preferred Stock that were
outstanding immediately prior to such event and the denominator of which is the
number of shares of Series A Preferred Stock outstanding immediately after such
event.

          (B) Except as otherwise provided herein, in the Certificate of
Incorporation or by law, the holders of shares of Series A Preferred Stock and
the holders of shares of Common Stock and any other capital stock of the
Corporation having general voting rights shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.

          (C) (i) If at any time dividends on any Series A Preferred Stock shall
          be in arrears in an amount equal to six quarterly dividends thereon,
          the holders of the Series A Preferred Stock, voting as a separate
          series from all other series of Preferred Stock and classes of capital
          stock, shall be entitled to elect two members of the Board of
          Directors in addition to



                                       14
<PAGE>



          any Directors elected by any other series, class or classes of
          securities and the authorized number of Directors will automatically
          be increased by two. Promptly thereafter, the Board of Directors of
          this Corporation shall, as soon as may be practicable, call a special
          meeting of holders of Series A Preferred Stock for the purpose of
          electing such members of the Board of Directors. Said special meeting
          shall in any event be held within 45 days of the occurrence of such
          arrearage.


               (ii) During any period when the holders of Series A Preferred
          Stock, voting as a separate series, shall be entitled and shall have
          exercised their right to elect two Directors, then and during such
          time as such right continues (a) the then authorized number of
          Directors shall be increased by two, and the holders of Series A
          Preferred Stock, voting as a separate series, shall be entitled to
          elect the additional Directors so provided for, and (b) each such
          additional Director shall not be a member of any existing class of the
          Board of Directors, but shall serve until the next annual meeting of
          stockholders for the election of Directors, or until his successor
          shall be elected and shall qualify, or until his right to hold such
          office terminates pursuant to the provisions of this Section 3(C).

               (iii) A Director elected pursuant to the terms hereof may be
          removed with or without cause by the holders of Series A Preferred
          Stock entitled to vote in an election of such Director.

               (iv) If, during any interval between annual meetings of
          stockholders for the election of Directors and while the holders of
          Series A Preferred Stock shall be entitled to elect two Directors,
          there is no such Director in office by reason of resignation, death
          or removal, then, promptly thereafter, the Board of Directors shall
          call a special meeting of the holders of Series A Preferred Stock
          for the purpose of filling such vacancy and such vacancy shall be
          filled at such special meeting. Such special meeting shall in any
          event be held within 45 days of the occurrence of such vacancy.

               (v) At such time as the arrearage is fully cured, and
          all dividends accumulated and unpaid on any shares of Series A
          Preferred Stock outstanding are paid, and, in addition thereto, at
          least one regular dividend has been paid subsequent to curing such
          arrearage, the term of office of any Director elected pursuant to this
          Section 3(C), or his successor, shall automatically terminate, and the
          authorized number of Directors shall automatically decrease by two,
          the rights of the holders of the shares of the Series A Preferred
          Stock to vote as provided in this Section 3(C) shall cease, subject to
          renewal from time to time upon the same terms and conditions, and the
          holders of shares of the Series A Preferred Stock shall have only the
          limited voting rights elsewhere herein set forth.

          (D) Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.

Section 4. CERTAIN RESTRICTIONS.

          (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:



                                       15
<PAGE>


               (i) declare or pay dividends, or make any other distributions, on
          any shares of stock ranking junior (either as to dividends or upon
          liquidation, dissolution or winding up) to the Series A Preferred
          Stock;

               (ii) declare or pay dividends, or make any other distributions,
          on any shares of stock ranking on a parity (either as to dividends or
          upon liquidation, dissolution or winding up) with the Series A
          Preferred Stock, except dividends paid ratably on the Series A
          Preferred Stock and all such parity stock on which dividends are
          payable or in arrears in proportion to the total amounts to which the
          holders of all such shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for
          consideration shares of any stock ranking junior (either as to
          dividends or upon liquidation, dissolution or winding up) to the
          Series A Preferred Stock, provided that the Corporation may at any
          time redeem, purchase or otherwise acquire shares of any such junior
          stock in exchange for shares of any stock of the Corporation ranking
          junior (either as to dividends or upon dissolution, liquidation or
          winding up) to the Series A Preferred Stock; or

               (iv) redeem or purchase or otherwise acquire for consideration
          any shares of Series A Preferred Stock, or any shares of stock
          ranking on a parity with the Series A Preferred Stock, except in
          accordance with a purchase offer made in writing or by publication (as
          determined by the Board of Directors) to all holders of such shares
          upon such terms as the Board of Directors, after consideration of the
          respective annual dividend rates and other relative rights and
          preferences of the respective series and classes, shall determine in
          good faith will result in fair and equitable treatment among the
          respective series or classes.

          (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

     Section 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

     Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP.

          (A) Upon any liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holders
of shares of Series A Preferred Stock shall have received $100 per share, plus
an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment, provided that the holders
of shares of Series A Preferred Stock shall be entitled to receive an aggregate
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 1,000 times the aggregate amount to be distributed per share to holders
of shares of Common Stock, or (2) to the holders of shares of



                                       16
<PAGE>



stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock, except
distributions made ratably on the Series A Preferred Stock and all such parity
stock in proportion to the total amounts to which the holders of all such shares
are entitled upon such liquidation, dissolution or winding up.

          (B) Neither the consolidation, merger or other business combination of
the Corporation with or into any other corporation nor the sale, lease, exchange
or conveyance of all or any part of the property, assets or business of the
Corporation shall be deemed to be a liquidation, dissolution or winding up of
the Corporation for purposes of this Section 6.

          (C) In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision, combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (1) of paragraph (A) of this Section 6 shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event. In the event the Corporation shall
at any time declare or pay any dividend on the Series A Preferred Stock payable
in shares of Series A Preferred Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Series A Preferred Stock (by
reclassification or otherwise than by payment of a dividend in shares of Series
A Preferred Stock) into a greater or lesser number of shares of Series A
Preferred Stock, then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under the proviso in clause (1) of paragraph (A) of this Section 4 shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Series A Preferred Stock that were outstanding immediately
prior to such event and the denominator of which is the number of shares of
Series A Preferred Stock outstanding immediately after such event.

     Section 7. CONSOLIDATION, MERGER, ETC. Notwithstanding anything to the
contrary contained herein, in case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each share of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 1,000 times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged. In the event the Corporation
shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision, combination or consolidation of
the outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of



                                       17
<PAGE>


Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event. In the event the Corporation shall at any time declare or
pay any dividend on the Series A Preferred Stock payable in shares of Series A
Preferred Stock, or effect a subdivision, combination or consolidation of the
outstanding shares of Series A Preferred Stock (by reclassification or otherwise
than by payment of a dividend in shares of Series A Preferred Stock) into a
greater or lesser number of shares of Series A Preferred Stock, then in each
such case the amount set forth in the first sentence of this Section 7 with
respect to the exchange or change of shares of Series A Preferred Stock shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Series A Preferred Stock that were outstanding immediately
prior to such event and the denominator of which is the number of shares of
Series A Preferred Stock outstanding immediately after such event.

     Section 8. NO REDEMPTION. The shares of Series A Preferred Stock shall not
be redeemable.

     Section 9. RANK. The Series A Preferred Stock shall rank, with respect to
the payment of dividends and the distribution of assets, junior to all series of
any other class of the Preferred Stock issued either before or after the
issuance of the Series A Preferred Stock, unless the terms of any such series
shall provide otherwise.

     Section 10. AMENDMENT. The Certificate of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.

     Section 11. FRACTIONAL SHARES. Series A Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and have the benefit of all other rights of holders
of Series A Preferred Stock.

     IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf
of the Corporation by its Chairman of the Board and Chief Executive Officer this
23rd day of January, 1998.

                                    OPEN MARKET, INC.


                                      /S/ GARY B. EICHHORN
                                    --------------------------------------
                                    Gary B. Eichhorn
                                    President and Chief Executive Officer




                                       18
<PAGE>






                            CERTIFICATE OF AMENDMENT
                                       OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                OPEN MARKET, INC.

                             Pursuant to Section 242
                        of the General Corporation Law of
                              the State of Delaware
                         -------------------------------

     Open Market, Inc. (hereinafter called the "Corporation"), organized and
existing under and by virtue of the Delaware General Corporation Law, does
hereby certify as follows:

     At a meeting of the Board of Directors of the Corporation, a resolution was
duly adopted, pursuant to Section 242 of the General Corporation Law of the
State of Delaware, setting forth an amendment to the Amended and Restated
Certificate of Incorporation of the Corporation and declaring this amendment to
be advisable. The stockholders of the Corporation duly approved this proposed
amendment at the Annual Meeting of Stockholders of the Corporation on May 16,
2000. The resolution setting forth the amendment is as follows:

     RESOLVED: That the Board of Directors of the Corporation hereby deems it
advisable and in the best interests of the Corporation that Article FOURTH of
the Amended and Restated Certificate of Incorporation of the Corporation be
amended by deleting the first sentence of such Article in its entirety and
inserting in lieu thereof the following:

         "The total number of shares of all classes of stock which the
         Corporation shall have the authority to issue is 302,000,000 shares,
         consisting of (i) 300,000,000 shares of Common Stock, $.001 par value
         per share ("Common Stock"), and (ii) 2,000,000 shares of Preferred
         Stock, $.10 par value per share ("Preferred Stock")."




                                       19
<PAGE>



         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Vice President and Chief Financial Officer as of
the 18th day of May, 2000.

                                            OPEN MARKET, INC.



                                            /S/ BETTY J. SAVAGE
                                            ------------------------------
                                            Betty J. Savage
                                            Vice President and
                                            Chief Financial Officer


                                       20
<PAGE>



                    AMENDMENT TO CERTIFICATE OF DESIGNATIONS
                                       OF
                                OPEN MARKET, INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

     Open Market, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), hereby certifies
that the following resolution was adopted by the Board of Directors of the
Corporation as required by Section 151 of the General Corporation Law at a
meeting duly called and held on May 19, 2000:


     RESOLVED: That, pursuant to the authority expressly granted to and vested
in the Board of Directors of the Corporation in accordance with the provisions
of its Amended and Restated Certificate of Incorporation, as amended, the
Certificate of Designations of the Corporation, filed with the Secretary of
State of the State of Delaware on January 23, 1998 and designating 40,000 shares
of Preferred Stock, $.10 par value per share, of the Corporation as "Series A
Junior Participating Preferred Stock," none of which is issued and outstanding,
be and hereby is amended by deleting Section 1 in its entirety and inserting in
lieu thereof the following:

     "Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock"), and the number of shares constituting the Series A Preferred
Stock shall be 100,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock."



                                       21
<PAGE>



     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to Certificate of Designations to be signed by its Vice President and
Chief Financial Officer this 16th day of June, 2000.



                                      OPEN MARKET, INC.



                                      By: /S/ BETTY J. SAVAGE
                                         ---------------------------------
                                         Betty J. Savage
                                         Vice President and
                                         Chief Financial Officer



                                       22
<PAGE>




             CERTIFICATE OF DESIGNATIONS OF THE POWERS, PREFERENCES
                 AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER
              SPECIAL RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS,
                      LIMITATIONS AND RESTRICTIONS THEREOF
                                       OF
               SERIES E 6% CUMULATIVE CONVERTIBLE PREFERRED STOCK
                                       FOR
                                OPEN MARKET, INC.


     OPEN MARKET, INC., a Delaware corporation (the "CORPORATION"), pursuant to
the provisions of Section 151 of the General Corporation Law of the State of
Delaware, does hereby make this Certificate of Designations and does hereby
state and certify that pursuant to the authority expressly vested in the Board
of Directors of the Corporation by the Certificate of Incorporation of the
Corporation, the Board of Directors duly adopted the following resolutions,
which resolutions remain in full force and effect as of the date hereof:

     RESOLVED, that, pursuant to Article Fourth of the Certificate of
Incorporation of the Corporation, the Board of Directors hereby authorizes the
issuance of, and fixes the designation and preferences and relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions, of a series of Preferred Stock consisting of 5,000
shares, par value $0.10 per share, to be designated "Series E 6% Cumulative
Convertible Preferred Stock" (the "PREFERRED SHARES"); and

     RESOLVED, that each of the Preferred Shares shall rank equally in all
respects and shall be subject to the following terms and provisions.

     1. DESIGNATION. There is hereby created out of the authorized and unissued
shares of preferred stock of the Corporation a series of preferred stock
designated as the "Series E 6% Cumulative Convertible Preferred Stock". The
number of shares constituting such series shall be 5,000.

     2. DIVIDENDS.

          (a) CUMULATIVE. The holders of the Preferred Shares shall be entitled
to receive cumulative dividends at the per share rate of six percent (6%) of the
Liquidation Preference of each Preferred Share, per annum accruing daily and
compounded semi-annually on August 31 and February 28 of each year (each a
"Dividend Payment Date") commencing with the first Dividend Payment Date
occurring after the original issuance date of such share, in preference and
priority to any payment of any dividend on the Common Stock (as defined below)
or any other class or series of equity security of the Corporation. Such
dividends shall accrue on any given share from the most recent date on which a
dividend has been paid with respect to such share, or if no dividends have been
paid, from the date of the original issuance of such share, and such dividends
shall accrue from day to day whether or not declared, based on the actual number
of days elapsed. If at any time dividends on the outstanding Preferred Shares at
the rate set forth above shall not have been paid or declared and set apart for
payment with respect to all



                                       23
<PAGE>





preceding periods, the amount of the deficiency shall be fully paid or declared
and set apart for payment, but without interest, before any distribution,
whether by way of dividend or otherwise, shall be declared or paid upon or set
apart for the shares of any other class or series of equity security of the
Corporation. For so long as any Preferred Shares are outstanding, the
Corporation shall not pay any dividends on any shares of Common Stock (except
for dividends payable in Common Stock) or any shares of any other capital stock,
or repurchase any shares of Common Stock (other than the repurchase of shares of
Common Stock issued pursuant to employment or consulting agreements with the
Corporation, which are repurchased upon termination of employment or services
for consideration no greater than the original issue price) or capital stock,
without having received written consent of two-thirds in interest of the holders
of Preferred Shares.

          (b) PAYMENT IN CASH OR SHARES OF COMMON STOCK. Dividends shall be paid
in shares of Common Stock (as defined below), unless the Corporation shall have
provided the holders with 30 days prior written notice that it is electing to
pay dividends in cash. Following such notice, all dividends on the Preferred
Shares shall be paid in cash, until such time as the Corporation provides thirty
(30) days' irrevocable prior written notice to the holders of its election to
pay dividends in Common Stock. If payable in cash, all dividends payable on the
outstanding Preferred Shares shall be paid in cash to the holders on each August
31 or February 28, or in the event such dates do not occur on a business day, on
the next business day following such dates. If the Corporation elects to pay
accrued interest in Common Stock, certificates representing such Common Stock
shall be issued simultaneously with the delivery to the Holder of the
certificates representing the Common Stock issuable upon conversion of the
Preferred Shares in accordance with Section 5(a) below; provided that in
determining the number of shares of Common Stock to be issued as accrued
dividends, such Common Stock shall be valued at the VWAP (as defined in Section
5(b) below) for the five consecutive Trading Days (as defined in Section 5(a)
below) preceding the Conversion Date (as defined in Section 5(a) below).

     3. LIQUIDATION PREFERENCE. In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, the holders of
the Preferred Shares shall be entitled to receive, out of the assets of the
Corporation available for distribution to stockholders, prior and in preference
to any distribution of any assets of the Corporation to the holders of any other
class or series of equity securities, the amount of $1,000 per share plus (i)
all accrued but unpaid dividends per share; and (ii) at the option of a holder,
all "Monthly Delay Payments" per share due but not yet paid under the
Registration Rights Agreement (as defined below). After payment of the full
amount of the Liquidation Preference, in the case of a liquidation dissolution
or winding up of the Corporation, the holders of Preferred Shares will not be
entitled to any further participation in any distribution of assets of the
Corporation; provided that the foregoing shall not affect any rights which
holders of Preferred Shares may have with respect to any requirement that the
Corporation repurchase the Preferred Shares or for any right to monetary
damages. A Change of Control Transaction (as defined below) shall not, IPSO
FACTO, be deemed a liquidation, dissolution or winding up of the Corporation.

     4. ISSUANCE OF PREFERRED SHARES. The Preferred Shares shall be issued by
the Corporation pursuant to a Purchase Agreement, dated on or about the date
hereof ("PURCHASE AGREEMENT") between the Corporation and the initial
subscribers for the Preferred Shares thereunder (the "SUBSCRIBERS"), and holders
of Preferred Shares shall enjoy the benefits of the



                                       24
<PAGE>



Registration Rights Agreement, dated the date hereof ("REGISTRATION RIGHTS
AGREEMENT") between such parties in connection with the Purchase Agreement and
in accordance with the terms of the Registration Right Agreement.

     5. CONVERSION. Each holder of the Preferred Shares shall have the right at
any time and from time to time, at the option of such holder, to convert some or
all Preferred Shares held by such holder, into such number of fully paid,
validly issued and nonassessable shares ("COMMON SHARES") of common stock, par
value $0.001 of the Corporation ("COMMON STOCK"), free and clear of any liens,
claims or encumbrances, as is determined by dividing (i) the Liquidation
Preference times the number of Preferred Shares being converted (the "CONVERSION
AMOUNT"), by (ii) the applicable Conversion Price determined as hereinafter
provided in effect on the Conversion Date. Immediately following such
conversion, the rights of the holders of converted Preferred Shares shall cease
and the persons entitled to receive the Common Shares upon the conversion of
Preferred Shares shall be treated for all purposes as having become the owners
of such Common Shares, subject to the rights provided herein to holders of
Preferred Shares.

          (a) MECHANICS OF CONVERSION.

               (i) To convert Preferred Shares into Common Shares, the holder
          shall give written notice ("Conversion Notice") to the Corporation in
          the form of page 1 of Exhibit A hereto (which Conversion Notice will
          be given by facsimile transmission no later than the Conversion Date
          and sent via overnight delivery no later than one Trading Day (as
          defined below) after the Conversion Date) stating that such holder
          elects to convert the same and shall state therein the number of
          Preferred Shares to be converted and the name or names in which such
          holder wishes the certificate or certificates for Common Shares to be
          issued (the date of such Conversion Notice shall be referred to herein
          as the "Conversion Date"). Either simultaneously with the delivery of
          the Conversion Notice, or within one (1) Trading Day (as defined
          below) thereafter, the holder shall deliver (which also may be done by
          facsimile transmission) page 2 to Exhibit A hereto indicating the
          computation of the number of Common Shares to be received. As soon as
          possible after delivery of the Conversion Notice, such holder shall
          surrender the certificate or certificates representing the Preferred
          Shares being converted, duly endorsed, at the office of the
          Corporation or, if identified in writing to all the holders by the
          Corporation, at the offices of any transfer agent for such shares. In
          addition, if the Common Shares are to be issued in the name of a
          person other than the holder or an affiliate of the holder, the holder
          shall supply such additional documentation as the Corporation shall
          reasonably request, to establish that such transfer is in compliance
          with the Securities Act of 1933, as amended. If the Conversion Notice
          is delivered prior to the delivery to the holder by the Corporation of
          the Preferred Shares being converted, then the delivery of such
          Preferred Shares to such holder, and surrender to the Corporation of
          the certificates representing Preferred Shares, shall be deemed to
          have occurred on the books of the Corporation and the holder shall
          have no obligation to surrender certificates representing such
          Preferred Shares.

               (ii) The Corporation shall, immediately upon receipt of such
          Conversion Notice, issue and deliver to or upon the order of such
          holder, against delivery of the certificates representing the
          Preferred Shares which have been converted, a


                                       25
<PAGE>

          certificate or certificates for the number of Common Shares to which
          such holder shall be entitled (with the number of and denomination of
          such certificates designated by such holder), and the Corporation
          shall immediately issue and deliver to such holder a certificate or
          certificates for the number of Preferred Shares (including any
          fractional shares) which such holder has not yet elected to convert
          hereunder but which are evidenced in part by the certificate(s)
          delivered to the Corporation in connection with such Conversion
          Notice. The Corporation shall effect such issuance of Common Shares
          (and certificates for unconverted Preferred Shares) within five (5)
          Trading Days of the Conversion Date, regardless of whether the
          Preferred Shares being converted were issued and delivered on the
          Conversion Date, and shall transmit the certificates by messenger or
          overnight delivery service to reach the address designated by such
          holder within five (5) Trading Days after the receipt of such
          Conversion Notice ("T+5"); provided that prior to such date, the
          Corporation shall have received the stock certificates representing
          the Preferred Shares (or an affidavit of lost certificate). If such
          certificates or affidavit are not received by such date, the
          Corporation will deliver certificates for Common Shares within one
          Trading Day of receipt of the Preferred Share certificates or
          affidavit of lost certificate. Notwithstanding the foregoing, the
          Corporation shall not be required to honor the Conversion Notice
          unless it shall have received the certificate or certificates
          representing the Preferred shares being converted within 5 Trading
          Days of receipt of the Conversion Notice.

               (iii) If certificates evidencing the Common Shares are not
          received by the holder within five (5) Trading Days of the Conversion
          Notice, then the holder will be entitled to revoke and withdraw its
          Conversion Notice, in whole or in part, at any time prior to its
          receipt of those certificates.

               (iv) In lieu of delivering physical certificates representing the
          Common Shares issuable upon conversion of Preferred Shares, provided
          the Corporation's transfer agent is participating in the Depository
          Trust Company ("DTC") Fast Automated Securities Transfer ("FAST")
          program, upon request of the holder, the Corporation shall use its
          commercially reasonable best efforts to cause its transfer agent to
          electronically transmit the Common Shares issuable upon conversion or
          exercise to the holder, by crediting the account of the holder's prime
          broker with DTC through its Deposit Withdrawal Agent Commission
          ("DWAC") system. The time periods for delivery described above shall
          apply to the electronic transmittals through the DWAC system. The
          parties agree to coordinate with DTC to accomplish this objective. The
          conversion pursuant to this Section 5 shall be deemed to have been
          made immediately prior to the close of business on the Conversion
          Date. The person or persons entitled to receive the Common Shares
          issuable upon such conversion shall be treated for all purposes as the
          record holder or holders of such Common Shares at the close of
          business on the Conversion Date.

               (v) The term "TRADING DAY" means a day on which there is trading
          on the Nasdaq National Market or such other market or exchange on
          which the Common Stock is then principally traded.


                                       26
<PAGE>



               (vi) The Corporation's obligation to issue Common Shares upon
          conversion of Preferred Shares shall, except as set forth below and in
          Section 3.12 of the Purchase Agreement, be absolute, is independent of
          any covenant of any holder of Preferred Shares, and shall not be
          subject to: (i) any offset or defense; or (ii) any claims against the
          holders of Preferred Shares whether pursuant to this Certificate, the
          Purchase Agreement, the Registration Rights Agreement or otherwise,
          including, without limitation, any claims arising out of any selling
          or short-selling activity by holders of Preferred Shares.
          Notwithstanding the foregoing, such obligation shall be subject to the
          holder's compliance with the notice and delivery requirements set
          forth above in this Section 5(a).

          (b) DETERMINATION OF CONVERSION PRICE.

               The Conversion Price applicable with respect to the Preferred
          Shares (the "CONVERSION PRICE"), shall be

               (i) Until the six month anniversary of the Closing (as defined in
          the Purchase Agreement), $1.5262 (the product of (x) the average of
          the VWAP for the Common Stock on the Principal Market on the Trading
          Day preceding the Closing Date, which was $1.3627 (the "CLOSING
          PRICE") multiplied by (y) 112%), as adjusted as set forth below (the
          "INITIAL CONVERSION PRICE");

               (ii) On and after the six month anniversary of the Closing, the
          lesser of (A) the Initial Conversion Price or (B) the greater of (x)
          105% of the average of the VWAP of the Common Stock on the Principal
          Market for the 20 Trading Days preceding such anniversary or (y)
          $.8176 (60% of the Closing Price). (The lesser of (A) and (B) of this
          Section 5(b)(ii) shall be referred to as the "RESET PRICE".) The Reset
          Price shall be subject to adjustment as set forth below.

               (iii) In the event of a redemption in Common Shares pursuant to
          Section 6 hereof, the Conversion Price shall be the lesser of the
          Conversion Price applicable pursuant to paragraphs (i) and (ii) above,
          and the VWAP for the 20 Trading Days immediately preceding the date of
          such conversion or redemption.

               As used herein, "PRINCIPAL MARKET" shall mean Nasdaq National
          Market or such other market where the Common Stock is then listed for
          trading.

               "VWAP" shall mean the daily volume-weighted average sale price
          for the Common Stock on the Principal Market on any particular Trading
          Day as reported on Bloomberg's, as such figure may be adjusted
          pursuant hereto.

          (c) STOCK SPLITS; DIVIDENDS; ADJUSTMENTS.

               (i) If the Corporation, at any time while the Preferred Shares
          are outstanding, (A) shall pay a stock dividend or otherwise make a
          distribution or distributions on any equity securities (including
          instruments or securities convertible into or exchangeable for such
          equity securities) in shares of Common Stock, (B) subdivide
          outstanding shares of Common Stock into a larger number of shares, or
          (C) combine



                                       27
<PAGE>



          outstanding Common Stock into a smaller number of shares, then each
          Affected Conversion Price (as defined below) shall be multiplied by a
          fraction, the numerator of which shall be the number of shares of
          Common Stock outstanding before such event and the denominator of
          which shall be the number of shares of Common Stock outstanding after
          such event. Any adjustment made pursuant to this Section 5(c)(i) shall
          become effective immediately after the record date for the
          determination of stockholders entitled to receive such dividend or
          distribution and shall become effective immediately after the
          effective date in the case of a subdivision or combination.

               As used herein, the Affected Conversion Prices (each an "AFFECTED
          CONVERSION PRICE") shall refer to: (i) the Closing Price; (ii) the
          Initial Conversion Price; (iii) the Reset Price and (iv) each reported
          price for the Common Stock on the Principal Market occurring on any
          Trading Day included in the period used in determining the Reset Price
          or the price referred to in Section 5(b)(iii) above, which Trading Day
          occurred before the record date in the case of events referred to in
          clause (A) of this subparagraph 5(c)(i) and the effective date, in the
          case of the events referred to in clauses (B) and (C) of this
          subparagraph 5(c)(i).

               (ii) In the event that the Corporation issues or sells any Common
          Stock or securities which are convertible into or exchangeable for its
          Common Stock (other than Preferred Shares), or any warrants or other
          rights to subscribe for or to purchase or any options for the purchase
          of its Common Stock (other than shares or options issued or which may
          be issued pursuant to the Corporation's current or future employee,
          director or BONA FIDE consultant option plans or employee stock
          purchase plans or shares issued upon exercise of options, warrants or
          rights outstanding on the date of the Purchase Agreement and listed in
          the Corporation's most recent periodic report filed under the
          Securities Exchange Act of 1934, as amended or shares issued pursuant
          to the Corporation's equity line with Gleneagles Fund Company), at an
          effective purchase price per share ("PER SHARE SELLING PRICE") which
          is less than the then applicable Conversion Price, then the Conversion
          Price shall be reduced, subject to the modification, adjustment and
          reset provisions of this Section 5, to equal such lower Per Share
          Selling Price effective concurrently with such issue or sale.


               With respect to convertible securities, warrants, options or
          other rights to subscribe for or to purchase or exchange for, shares
          of Common Stock ("CONVERTIBLE SECURITIES"), the Per Share Selling
          Price shall be equal to the lowest price at which shares of Common
          Stock may be issued on conversion, exercise or exchange of the
          Convertible Securities as of the issuance date of such Convertible
          Securities or any subsequent date, whichever results in the lower Per
          Share Selling Price. If such lowest price may change after issuance of
          the Convertible Securities (for example, by reason adjustments or
          resets resulting from changes in the market price for the Common
          Stock, or for any other reason) then this adjustment shall be
          recomputed to reflect such new "lowest price".

               (iii) If the Corporation, at any time while the Preferred Shares
          are outstanding, shall distribute to all holders of Common Stock
          evidences of its indebtedness or assets or cash or rights or warrants
          to subscribe for or purchase any



                                       28
<PAGE>


          security of the Corporation or any of its subsidiaries (excluding
          those referred to in Sections 5(c)(i) or 5(c)(ii) above), then
          concurrently with such distributions to holder of Common Stock, the
          Corporation shall distribute to holders of the Preferred Shares, the
          amount of such indebtedness, assets, cash or rights or warrants which
          the holders of Preferred Shares would have received had they converted
          their Preferred Shares (without regard to the limitation set forth in
          Section 5(j) below) into Common Shares immediately prior to the record
          date for such distribution.

               (iv) The Conversion Price is also subject to adjustment as set
          forth in Section 2(b) of the Registration Rights Agreement.

               (v) Whenever the Conversion Price is adjusted pursuant to Section
          5(c)(i), (ii), (iii) or (iv), the Corporation shall promptly mail to
          each holder of the Preferred Shares a notice setting forth the
          Conversion Price after such adjustment and setting forth a brief
          statement of the facts requiring such adjustment.

               (vi) All calculations under this Section 5(c) shall be made to
          the nearest cent or to the nearest 1/100th of a share, as the case may
          be.

               (vii) No adjustment in the Conversion Price shall reduce the
          Conversion Price below the then par value of the Common Stock.

               (viii) The Corporation from time to time may reduce the
          Conversion Price by any amount for any period of time if the period is
          at least 20 Trading Days and if the reduction is irrevocable during
          the period. Whenever the Conversion Price is reduced, the Corporation
          shall mail to the holders of Preferred Shares a notice of the
          reduction. The Corporation shall mail, first class, postage prepaid,
          the notice at least 15 days before the date the reduced Conversion
          Price takes effect. The notice shall state the reduced Conversion
          Price and the period it will be in effect. A reduction of the
          Conversion Price does not change or adjust the Conversion Price
          otherwise in effect for purposes of Section 5(c)(i), (ii), (iii) or
          (iv).

          (d) NOTICE OF RECORD DATE. In the event of any taking by the
Corporation of a record date of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, any security or right convertible into or
entitling the holder thereof to receive additional Common Shares, or any right
to subscribe for, purchase or otherwise acquire any shares of stock of any class
or any other securities or property, or to receive any other right, the
Corporation shall deliver to each holder of Preferred Shares at least 20 days
prior to the date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend, distribution,
security or right and the amount and character of such dividend, distribution,
security or right.

          (e) ISSUE TAXES. The Corporation shall pay any and all issue and other
taxes, excluding any income, franchise or similar taxes, that may be payable in
respect of any issue or delivery of Common Shares on conversion of Preferred
Shares pursuant hereto. However, the holder of any Preferred Shares shall pay
any tax that is due because the Common Shares issuable upon conversion thereof
are issued in a name other than such holder's name.



                                       29
<PAGE>



          (f) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
Common Stock, solely for the purposes of effecting the conversion of the
Preferred Shares, an amount of Common Shares equal to 200% of the number of
shares issuable upon conversion of the Preferred Shares at the then applicable
Conversion Price. The Corporation promptly will take such corporate action as
may, in the opinion of its outside counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose, including without limitation engaging in best
efforts to obtain the requisite stockholder approval.

          (g) FRACTIONAL SHARES. No fractional shares shall be issued upon the
conversion of any Preferred Shares. All Common Shares (including fractions
thereof) issuable upon conversion of more than one Preferred Share by a holder
thereof and all Preferred Shares issuable upon the purchase thereof shall be
aggregated for purposes of determining whether the conversion and/or purchase
would result in the issuance of any fractional share. If, after the
aforementioned aggregation, the conversion and/or purchase would result in the
issuance of a fraction of a share of Common Stock, the Corporation shall, in
lieu of issuing any fractional share, either round up the number of shares to
the next highest whole number or, at the Corporation's option, pay the holder
otherwise entitled to such fraction a sum in cash equal to the fair market value
of such fraction on the Conversion Date (as determined in good faith by the
Board of Directors of the Corporation).

          (h) REORGANIZATION, MERGER OR GOING PRIVATE. Subject to Section 5(m)
below, in case of any reorganization or any reclassification of the capital
stock of the Corporation or any consolidation or merger of the Corporation with
or into any other corporation or corporations or a sale or transfer of all or
substantially all of the assets of the Corporation to any other person or a
"going private" transaction under Rule 13e-3 promulgated pursuant to the
Exchange Act, then, as part of such reorganization, consolidation, merger, or
transfer if the holders of shares of Common Stock receive any publicly traded
securities as part or all of the consideration for such reorganization,
consolidation, merger or sale, then it shall be a condition precedent of any
such event or transaction that provision shall be made, in a manner reasonably
satisfactory to the holders of Preferred Shares, such that each Preferred Share
shall thereafter be convertible into the kind and amount of securities, cash or
other property which a holder of the number of Common Shares issuable upon
conversion of one Preferred Share immediately prior to such transaction would
have been entitled to receive pursuant to such transaction (subject to the
limitation set forth in Section 3.12 of the Purchase Agreement). In addition to
the foregoing, if the holders of shares of Common Stock receive any non-publicly
traded securities or other property or cash as part or all of the consideration
for such reorganization, consolidation, merger or sale, then such distribution
shall be treated to the extent thereof as a distribution under Section 5(c)
above and such Section shall also apply to such distribution.

          (i) MANDATORY CONVERSION.

               (x) Subject to subsection (i)(y) below, at any time following the
          six month anniversary of the Closing and provided (i) the registration
          statement filed pursuant to the Registration Rights Agreement (the
          "REGISTRATION STATEMENT") has been declared effective by the
          Securities and Exchange Commission and has remained effective for at
          least 90 days prior to and including the date of the issuance of the
          Mandatory Conversion Notice (as defined below)




                                       30
<PAGE>



          and (ii) the VWAP of the Common Stock exceeds 150% of the Initial
          Conversion Price for 12 consecutive Trading Days (the "PRICING
          EVENT"), then the Corporation may, by written notice (the "MANDATORY
          CONVERSION NOTICE"), given within 10 days of the Pricing Event
          (provided the condition in clause (i) shall also be satisfied),
          provide that all Preferred Shares shall be converted on a date (the
          "MANDATORY CONVERSION DATE") at least 30 but no more than 60 days from
          the date of the Mandatory Conversion Notice. The foregoing shall not
          affect the right of a holder to convert Preferred Shares pursuant to
          Section 5(a) above at all times up to and including the Mandatory
          Conversion Date.

               (y) Notwithstanding the preceding subsection (i)(x), no holder of
          Preferred Shares shall be obligated to convert any Preferred Shares
          held by such holder on a Mandatory Conversion Date unless and until
          each of the following conditions has been satisfied at all times from
          the date of the Mandatory Conversion Notice up to and including the
          Mandatory Conversion Date:

                   (A) there is Effective Registration (as defined in the
               Purchase Agreement); and

                   (B) the holders have received unlegended certificates
               representing Common Shares with respect to all conversions for
               which Conversion Notices have been given and Warrant Shares
               (as defined in the Purchase Agreement) with respect to all
               exercises of the Warrants which have been made.

               (z) In the event that the number of Common Shares that would be
          issued to a holder would result in such holder exceeding the
          limitation set forth in Section 5(j) below, then the Corporation shall
          issue to such holder upon conversion of such holder's Preferred
          Shares, only the number of shares as would not cause the holder to
          exceed such amount and thereupon such holder's Adjustment Warrant (as
          defined in the Purchase Agreement) shall become exercisable as set
          forth therein.

               Such forced conversion shall be subject to and governed by all
          the provisions relating to voluntary conversion of the Preferred
          Shares contained herein.

          (j) LIMITATIONS ON HOLDER'S RIGHT TO CONVERT.

               (i) Notwithstanding anything to the contrary contained herein,
          the number of shares of Common Stock that may be acquired by a holder
          at any time upon conversion of Preferred Shares (including dividends
          paid in shares of Common Stock) pursuant to the terms hereof shall not
          exceed a number that, when added to the total number of shares of
          Common Stock deemed beneficially owned by such holder at such time
          (other than by virtue of the ownership of securities or rights to
          acquire securities (including the Warrant Preferred Shares and
          Warrants) that have limitations on the holder's right to convert,
          exercise or purchase similar to the limitation set forth herein),
          together with all shares of Common Stock deemed beneficially owned
          (other than by virtue of the ownership of securities or rights to
          acquire securities that have limitations on the right to convert,
          exercise or purchase similar to the limitation set forth herein) by
          the



                                       31
<PAGE>



          holder's "affiliates" (as defined in Rule 144 of the Securities Act)
          ("AGGREGATION PARTIES") that would be aggregated for purposes of
          determining whether a group under Section 13(d) of the Exchange Act,
          exists, would exceed 9.9% of the total issued and outstanding shares
          of the Common Stock (the "RESTRICTED OWNERSHIP PERCENTAGE"). Each
          holder shall have the right (x) at any time and from time to time to
          reduce its Restricted Ownership Percentage immediately upon notice to
          the Corporation and (y) (subject to waiver) at any time and from time
          to time, to increase its Restricted Ownership Percentage immediately
          in the event of the announcement as pending or planned, of a Change of
          Control Transaction (as defined below).

               (ii) Each holder covenants at all times on each day (each such
          day being referred to as a "COVENANT DAY") as follows: During the
          balance of such Covenant Day and the succeeding sixty-one (61) days
          (the balance of such Covenant Day and the succeeding 61 days being
          referred to as the "COVENANT PERIOD") such holder will not acquire
          shares of Common Stock pursuant to any right (including conversion of
          Preferred Shares) existing at the commencement of the Covenant Period
          to the extent the number of shares so acquired by such Holder and its
          Aggregation Parties (ignoring all dispositions) would exceed:

                   (A) the Restricted Ownership Percentage of the total
               number of shares of Common Stock outstanding at the
               commencement of the Covenant Period, MINUS

                   (B) the number of shares of Common Stock actually owned by
               such Holder and its Aggregation Parties at the commencement of
               the Covenant Period.

     A new and independent covenant will be deemed to be given by the holder as
of each moment of each Covenant Day. No covenant will terminate, diminish or
modify any other covenant. Each holder agrees to comply with each such covenant.
This Section 5(j) controls in the case of any conflict with any other provision
of the Purchase Agreement or any agreement entered into in connection therewith.

     The limitations contained in paragraphs (i) and (ii) above of this Section
5(j) may be enforced by the Corporation as follows: the Corporation's obligation
to issue Common Stock which would exceed the limits referred to in paragraphs
(i) and (ii) of this Section 5(j) shall be suspended to the extent necessary
until such time, if any, as shares of Common Stock may be issued in compliance
with such restrictions.

               (iii) Notwithstanding anything contained herein, in no event
          shall the Corporation issue shares of Common Stock hereunder to the
          extent that the total number of shares issued or deemed issued to a
          holder under the Purchase Agreement would exceed such holder's pro
          rata share of the limit set forth in Section 3.12 of the Purchase
          Agreement.



                                       32
<PAGE>




          (k) CERTIFICATE FOR CONVERSION PRICE ADJUSTMENT. The Corporation shall
promptly furnish or cause to be furnished to each holder a certificate prepared
by the Corporation setting forth any adjustments or readjustments of the
Conversion Price pursuant to this Section 5.

          (l) SPECIFIC ENFORCEMENT. The Corporation agrees that irreparable
damage would occur in the event that any of the provisions of this Certificate
of Designations were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the holders of Preferred
Shares shall be entitled to specific performance, injunctive relief or other
equitable remedies to prevent or cure breaches of the provisions of this
Certificate of Designations and to enforce specifically the terms and provisions
hereof, this being in addition to any other remedy to which any of them may be
entitled under agreement, at law or in equity.

          (m) MANDATORY REPURCHASE. Each holder shall have the unilateral option
and right to compel the Corporation to repurchase any or all of such holder's
Preferred Shares within 3 days of a written notice requiring such repurchase, at
a price per Preferred Share equal to 115% of the Liquidation Preference then in
effect if a Change of Control Transaction (as defined below) shall have
occurred.

     In the event that a Change of Control Transaction shall occur, then each
holder must elect to either: (i) redeem its Preferred Shares as provided above
or (ii) convert its Preferred Shares to receive the consideration issued to
holders of Common Stock in such Change of Control transaction pursuant to
Section 5(h) above; provided that in the event that as a result of such
conversion, the holder would become subject to Section 16 of the Exchange Act,
then upon such conversion the holder will be issued only the amount of such
consideration that can be issued without subjecting the holder to Section 16 of
the Exchange Act, and such holder shall be issued a warrant, in form and
substance similar to the Adjustment Warrants, to purchase the remainder of the
consideration. In the event the Corporation does not receive notice of the
holder's election prior to the effective date of the Change of Control
Transaction, the Preferred Shares shall be redeemed as provided in this Section
5(m).

     "CHANGE OF CONTROL TRANSACTION" will be deemed to exist if (i) there occurs
any consolidation, merger or other business combination of the Corporation with
or into any other corporation or other entity or person (whether or not the
Corporation is the surviving corporation), or any other corporate reorganization
or transaction or series of related transactions in which in any of such events
the voting stockholders of the Corporation prior to such event cease to own 50%
or more of the voting stock, or corresponding voting equity interests, of the
surviving corporation after such event (including without limitation any "going
private" transaction under Rule 13e-3 promulgated pursuant to the Exchange Act);
(ii) any tender offer by the Corporation under Rule 13e-4 promulgated pursuant
to the Exchange Act for 20% or more of the Corporation's Common Stock; (iii) any
person (as defined in Section 13(d) of the Exchange Act), together with its
affiliates and associates (as such terms are defined in Rule 405 under the Act),
beneficially owns or is deemed to beneficially own (as described in Rule 13d-3
under the Exchange Act without regard to the 60-day limit on the exercise
period) in excess of 50% of the Corporation's voting power; (iv) there is a
replacement of more than one-half of the members of the Corporation's Board of
Directors which is not approved by those individuals who are members of the
Corporation's Board of Directors on the date thereof; or (v) in one or a series
of related transactions, there is a sale or transfer of all or substantially all
of the assets of the Corporation, determined on a consolidated basis.



                                       33
<PAGE>



6. REDEMPTION.

          (a) On the second anniversary of the date hereof (the "REDEMPTION
DATE"), the Corporation shall redeem all Preferred Shares. At the Corporation's
option, such redemption shall be in cash or shares of Common Stock, subject to
the terms and conditions set forth below.

          (b) The Corporation shall provided the holders of Preferred Shares
with notice, no less than 60 days prior to the Redemption Date, of its election
to effect the redemption in cash or in Common Shares (the "Redemption Election
Notice"). In the event that the Redemption Election Notice is not delivered in a
timely manner, the redemption shall be effected in cash.

          (c) (i) Notwithstanding paragraph (a) above, the Redemption Date shall
          be deferred, at the sole option of a holder of Preferred Shares, for
          such number of days as is equal to the number of days (A) there is a
          lack of Effective Registration (as defined in the Purchase Agreement),
          (B) there is not a sufficient amount of Common Stock available for
          conversion of all outstanding Preferred Shares, or (C) for any other
          reason the Corporation refuses or announces its refusal to honor
          conversion of Preferred Shares, other than for failure to comply with
          the notice and delivery requirements of Section 5(a) above.

               (ii) Notwithstanding the preceding Section 6(a), no holder of
          Preferred Shares shall be obligated to tender any Preferred Shares
          held by such holder for redemption on the Redemption Date unless and
          until each of the following conditions has been satisfied or exists,
          each of which shall be a condition precedent to any redemption:

                    (A) there is Effective Registration; and

                    (B) the holders have received unlegended certificates
               representing Common Shares with respect to all conversions for
               which Conversion Notices have been given and Warrant Shares
               (as defined in the Purchase Agreement) with respect to all
               exercises of the Warrants (as defined in the Purchase
               Agreement) which have been made.

          (d) If the redemption is effected in cash then at the Redemption Date
the Preferred Shares shall be redeemed at the Liquidation Preference.

          (e) If the redemption is effected in Common Shares, in the event that
the number of Common Shares that would be issued to a holder would result in
such holder exceeding the limitation set forth in Section 5(j) above, then the
Corporation shall issue to such holder upon redemption of such holder's
Preferred Shares only the number of shares as would not cause the holder to
exceed such amount and thereupon such holder's Adjustment Warrant (as defined in
the Purchase Agreement) shall become exercisable as set forth therein. If the
redemption is effected in Common Shares it shall be subject to the limitation
set forth in Section 3.12 of the Purchase Agreement.



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<PAGE>



7. VOTING RIGHTS.

          (a) The holders of Preferred Shares shall vote together with the
Common Stock on all matters as a single class, with each Preferred Share
entitled to cast the number of votes equal to the number of Common Shares it may
be converted into based on the Initial Conversion Price in existence on the date
the Preferred Shares are issued (subject to the limitations contained in Section
5(j) hereof).

          (b) In addition to all other requirements imposed by Delaware law, and
all other voting rights granted under the Corporation's Certificate of
Incorporation, the affirmative vote of a majority in interest of the
Corporation's outstanding Preferred Shares shall be necessary for (i) any
amendment, modification or repeal of this Certificate of Designations (whether
by merger, consolidation or otherwise), (ii) any merger, reclassification,
consolidation or reorganization or (iii) any amendment to the Certificate of
Incorporation or by-laws of the Corporation that may amend or change or
adversely affect any of the rights, preferences, or privileges of the Preferred
Shares. Notwithstanding the foregoing or anything to the contrary contained
herein, no approval of the Preferred Shares as a separate class shall be
required with respect to any stockholder vote on a Change of Control
Transaction.



                                       35
<PAGE>




     8. NOTICES. The Corporation shall distribute to the holders of Preferred
Shares copies of all notices, materials, annual and quarterly reports, proxy
statements, information statements and any other documents distributed generally
to the holders of shares of Common Stock of the Corporation, at such times and
by such method as such documents are distributed to such holders of such Common
Stock.

     9. REPLACEMENT CERTIFICATES. The certificate(s) representing the Preferred
Shares held by any holder of Preferred Shares may be exchanged by such holder at
any time and from time to time for certificates with different denominations
representing an equal aggregate number of Preferred Shares, as reasonably
requested by such holder, upon surrendering the same. No service charge will be
made for such registration or transfer or exchange.

     10. ATTORNEYS' FEES. In connection with enforcement by a holder of
Preferred Shares of any obligation of the Corporation hereunder, the prevailing
party shall be entitled to recovery of reasonable attorneys' fees and expenses
incurred.

     11. NO REISSUANCE. No Preferred Shares acquired by the Corporation by
reason of redemption, purchase, conversion or otherwise shall be reissued.

     12. SEVERABILITY OF PROVISIONS. If any right, preference or limitation of
the Preferred Shares set forth in this Certificate of Designations (as this
Certificate of Designations may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule or law or public
policy, all other rights, preferences and limitations set forth in this
Certificate of Designations, which can be given effect without the invalid,
unlawful or unenforceable right, preference or limitation shall nevertheless
remain in full force and effect, and no right, preference or limitation herein
set forth be deemed dependent upon any such other right, preference or
limitation unless so expressed herein.

     13. LIMITATIONS. Except as may otherwise be required by law and as are set
forth in the Purchase Agreement and the Registration Rights Agreement, the
Preferred Shares shall not have any powers, preference or relative
participating, optional or other special rights other than those specifically
set forth in this Certificate of Designations (as may be amended from time to
time) or otherwise in the Certificate of Incorporation of the Corporation.

     14. SPECIFIC PERFORMANCE. The Corporation acknowledges and agrees that
irreparable damage would occur in the event that the Corporation failed to
perform any of the provisions of this Certificate in accordance with its
specific terms. It is accordingly agreed that each holder of Preferred Shares
shall be entitled to an injunction or injunctions to prevent or cure breaches of
the provisions of this Certificate and to enforce specifically the terms and
provisions hereof, this being in addition to any other remedy to which such
holder may be entitled by law or equity.


                                       36
<PAGE>


Signed on March 20, 2001

                                     OPEN MARKET, INC.


                                     By: /s/ Edward M. Durkin
                                       ----------------------------------------
                                       Name:  Edward M. Durkin
                                       Title: Vice President and Chief
                                              Financial Officer



                                       37
<PAGE>


                                    EXHIBIT A

                            (To be Executed by Holder
                      in order to Convert Preferred Shares)

                                CONVERSION NOTICE
                                       FOR
               SERIES E 6% CUMULATIVE CONVERTIBLE PREFERRED STOCK

The undersigned, as a holder ("HOLDER") of shares of SERIES E 6% Cumulative
Convertible Preferred Stock ("PREFERRED SHARES") of Open Market, Inc. (the
"CORPORATION"), hereby irrevocably elects to convert _____________ Preferred
Shares for shares ("COMMON SHARES") of common stock, par value $0.001 per share
(the "COMMON STOCK"), of the Corporation according to the terms and conditions
of the Certificate of Designations for the Preferred Shares as of the date
written below, which date shall not precede the date hereof. The undersigned
hereby requests that share certificates for the Common Shares to be issued to
the undersigned pursuant to this Conversion Notice be issued in the name of, and
delivered to, the undersigned or its designee as indicated below. No fee will be
charged by the Corporation to the Holder of Preferred Shares for any conversion.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Certificate of Designations.

The undersigned represents that as of the date hereof that, after giving effect
to the conversion of the Preferred Shares set forth above pursuant to this
Conversion Notice, the undersigned will remain in compliance with paragraphs (i)
and (ii) of Section 5(j) of the Certificate and not exceed the "Restricted
Ownership Percentage" contained in such section. Conversion Date:
__________________________

Conversion Information:          NAME OF HOLDER:

                                 By:
                                 Print Name:
                                 Print Title:
                                 Print Address of Holder:
                                 ----------------------------------------------
                                 ----------------------------------------------
                                 Issue Common Stock to:------------------------
                                 at:
                                    -------------------------------------------
                                 ----------------------------------------------

IF COMMON SHARES ARE TO BE ISSUED TO A PERSON OTHER THAN HOLDER, HOLDER'S
SIGNATURE MUST BE GUARANTEED BELOW:

SIGNATURE GUARANTEED BY:


THE COMPUTATION OF NUMBER OF COMMON SHARES TO BE RECEIVED IS SET FORTH ON PAGE 2
OF THE CONVERSION NOTICE.



                           PAGE 1 OF CONVERSION NOTICE

PAGE 2 TO CONVERSION NOTICE DATED                   FOR:
                                  -----------------     -----------------------
                                  (CONVERSION DATE)         (NAME OF HOLDER)




                                       38
<PAGE>


              COMPUTATION OF NUMBER OF COMMON SHARES TO BE RECEIVED

     Number of Preferred Shares converted:         shares
                                          ---------


Number of Preferred Shares converted x Liquidation Preference   $


TOTAL DOLLAR AMOUNT CONVERTED                                   $
                                                                ================



CONVERSION PRICE                                                $

Number of Common Shares = TOTAL DOLLAR AMOUNT CONVERTED  =
                          -----------------------------         ----------------
                                Conversion Price
                                                                ----------------


NUMBER OF SHARES OF COMMON STOCK ISSUED AS DIVIDENDS
(IF DIVIDENDS PAID IN COMMON STOCK)

Number of Dividend shares = TOTAL AMOUNT OF ACCRUED DIVIDENDS =
                            ---------------------------------   ----------------
                                VWAP for 5 Trading Days
                               preceding Conversion Date

     NUMBER OF COMMON SHARES =

If the conversion is not being settled by DTC, please issue and deliver _____
certificate(s) for Common Shares in the following amount(s):

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                                       39
<PAGE>





If the Holder is receiving certificate(s) for Preferred Shares upon the
conversion, please issue and deliver _____ certificate(s) for Preferred Shares
in the following amounts:

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