EXHIBIT 3.1


                                    AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               LOYALTYPOINT, INC.
                            (A DELAWARE CORPORATION)


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

     1. The Corporation was originally incorporated under the name "The Harmat
Organization, Inc." by the filing of a Certificate of Incorporation with the
Secretary of State of Delaware on December 19, 1995. The name "Harmat
Organization, Inc." was changed to "BarPoint.com, Inc." by the filing a
Certificate of Amendment of the Certificate of Incorporation with the Secretary
of State of Delaware on June 16, 1999.

     2. The Certificate of Incorporation of the Corporation, as amended, was
amended and restated in its entirety by the filing of an Amended and Restated
Certificate of Incorporation with the Secretary of State of Delaware on April
20, 2004 (the "Amended and Restated Certificate"). The Amended and Restated
Certificate changed the name of the Corporation from "BarPoint.com, Inc." to
"LoyaltyPoint, Inc."

     3. Pursuant to Section 242 and 228 of the General Corporation Law, the
amendments herein set forth have been duly approved by the Board of Directors
and stockholders of Corporation.

     4. The text of the Amended and Restated Certificate is hereby amended as
follows:

          A. Article III shall be deleted and the following inserted in lieu
     thereof:

                                   ARTICLE III
                                  CAPITAL STOCK

          This Corporation is authorized to issue two classes of shares to be
     designated, respectively, Common Stock and Preferred Stock. The total
     number of shares of Common Stock that this Corporation is authorized to
     issue is two hundred million (200,000,000), with a par value of $.001 per
     share, and the total number of shares of Preferred Stock which this
     Corporation is authorized to issue is fifty million (50,000,000), with a
     par value of $.001 per share.

          The shares of Preferred Stock may be issued from time to time in one
     or more series, in any manner permitted by law, as determined from time to
     time by the Board of Directors, and stated in the resolution or resolutions
     providing for the issuance of such shares adopted by the Board of Directors
     pursuant to authority hereby vested in it. Without limiting the generality
     of the foregoing, shares in such series shall have such voting powers, full
     or limited, or no voting

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     powers, and shall have such designations, preferences, and relative,
     participating, optional, or other special rights, and qualifications,
     limitations, or restrictions thereof, permitted by law, as shall be stated
     in the resolution or resolutions providing for the issuance of such shares
     adopted by the Board of Directors pursuant to the authority hereby vested
     in it. The number of shares of any such series so set forth in such
     resolution or resolutions may be increased (but not above the total number
     of authorized shares of Preferred Stock) or decreased (but not below the
     number of shares thereof then outstanding) by further resolution or
     resolutions adopted by the Board of Directors pursuant to authority hereby
     vested in it.

          The Corporation is authorized to issue three (3) shares of its
     authorized Preferred Stock, $.001 par value per share, to be designated as
     "Series A Preferred Stock". Each share of Series A Preferred Stock shall
     have the following relative rights, preferences and limitations: (i) Class
     I shall consist of one (1) share and shall be entitled to vote pari pasu
     with the Common Stock of the Corporation and shall have 234,000 votes;
     provided, however, that the voting rights of the Class I share shall end on
     June 7, 2004; (ii) Class II shall consist of one (1) share and shall be
     entitled to vote pari pasu with the Common Stock of the Corporation and
     shall have 91,000 votes; provided, however, that the voting rights of the
     Class II share shall end on June 7, 2004; and (iii) Class III shall consist
     of one (1) share and shall be entitled to vote pari pasu with the Common
     Stock of the Corporation and shall have 346,766 votes. Classes I, II and
     III of the Series A Preferred Stock shall not be entitled to any dividends
     and shall be entitled upon any liquidation, dissolution or winding up of
     the business of the Corporation to a liquidation preference equal to the
     par value of each share.

     IN WITNESS WHEREOF, the Corporation has caused this Amendment to Amended
and Restated Certificate of Incorporation to be executed by its Chief Executive
Officer this 11th day of August, 2004.

                              LOYALTYPOINT, INC., a Delaware corporation


                              By:____________________________________
                                       Paul Robinson, Chief Executive Officer

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