<PAGE>
 
                                                                     EXHIBIT 3.1

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           ENGAGE TECHNOLOGIES, INC.

     ENGAGE TECHNOLOGIES, INC. (the "Corporation" or the "Company") a
corporation organized and existing under and by virtue of the Delaware General
Corporation Law, does hereby certify that the board of Directors of the
Corporation, by unanimous written consent of all of the Directors of the
Corporation dated April 3, 1998, approved and adopted, pursuant to Section 242
of the Delaware General Corporation Law, this Amended and Restated Certificate
of Incorporation, which restates, integrates and amends the Certificate of
Incorporation of the Corporation in its entirety pursuant to Section 245 of the
Delaware General Corporation Law.  The Corporation further certifies that the
stockholders of the Corporation, by written consent dated April 3, 1998,
approved and adopted this Amended and Restated Certificate of Incorporation,
pursuant to Sections 242 and 245 of the Delaware General Corporation Law.
Written notice of the adoption of this Amended and Restated Certificate of
Incorporation has been given as provided by Section 228 of the General
Corporation Law of the State of Delaware to every stockholder entitled to such
notice.  The Certificate of Incorporation of the Corporation, as amended to
date, was originally file  with the Secretary of State of Delaware on July 18,
1995 under the name CMG Direct Interactive, Inc. The full text of the Amended
and Restate Certificate of Incorporation is set forth below.

     FIRST:  the name of the Corporation is Engage Technologies, Inc.
     ------                                                          

     SECOND:  The address of the Corporation's registered office in the State of
     -------                                                                    
Delaware is 1013 Center Road, Wilmington, Delaware 19805, Country of New Castle,
State of Delaware.  The name of its registered agent at such address is The
Prentice-Hall Corporation System, Inc.

     THIRD:  The purpose of the Corporation is to engage in any lawful act or
     ------                                                                  
activity for which corporations may be organized under the General Corporation
Law of the Sate of Delaware.

     FOURTH:  The aggregate number of shares of all classes of stock which the
     -------                                                                  
Corporation is authorized to issue is twenty five million (25,000,000) shares,
of which five million (5,000,000) shall be shares of Preferred Stock, par value
$0.01 per share (the "Preferred Stock"), and twenty million (20,000,000) shall
be shares of Common Stock, par value $0.01 per share (the "Common Stock").
<PAGE>
 
     Any and all such shares issued for which the full consideration has been
paid or delivered shall be deemed fully paid stock and the holder of such shares
shall not be liable for any further call or assessment or any other payment
thereon.

     No holder of any of the shares of any class of stock of the Corporation,
whether now or hereafter authorized or issued, shall be entitled as of right to
purchase or subscribe for (i) any unissued stock of any class whatsoever of
stock of the Corporation, or (ii) any new or additional shares of any class
whatsoever of stock of the Corporation to be issued by reason of any increase of
the authorized stock of the Corporation, or of any class of such stock, or (iii)
bonds, certificates of indebtedness, debentures or other securities convertible
into stock of any class of the Corporation or carrying any right to purchase
stock of any class of the Corporation, but any such unissued stock, or
additionally authorized issue of any stock, or other securities convertible into
stock of the Corporation may be issued and disposed of pursuant to a resolution
or resolutions of the Board of Directors to such persons, firms, corporations,
associations or other entities and upon such terms as may be deemed advisable by
the Board of Directors in the exercise of its sole discretion.

     Section 1.     Common Stock.
                    -------------

     The powers, preferences, rights, qualifications, limitations and
restrictions relating to the Common Stock are as follows:

     (a) The Common Stock is junior to the Preferred Stock and is subject to all
the powers, rights, privileges, preferences and priorities of the Preferred
Stock designated herein or in any resolution or resolutions adopted by the Board
of Directors pursuant to authority expressly vested in it by the provisions of
Section 2 of this Article FOURTH.

     (b) The Common Stock shall have voting rights for the election of directors
and for all other purposes (subject to the powers, rights, privileges,
preferences and priorities of the Preferred Stock as provided above), each
holder of Common Stock being entitled to one vote for each share thereof held by
such holder, except as otherwise required by law.

     Section 2.     Preferred Stock
                    ---------------

     The Board of Directors is expressly authorized to provide for the issuance
of all or any part of the shares of the Preferred Stock in one or more classes
or series, and to fix for each such class or series such voting powers, full or
limited or fractional, or no voting powers, and such distinctive designations,
preferences and relative, participating, optional or other special rights, and
such qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors in
its sole discretion providing for the 

                                     - 2 -
<PAGE>
 
issuance of such class or series and as may be permitted by the Delaware General
Corporation Law, including, without limitation, the authority to determine with
respect to the shares of any such class or series (i) whether such shares shall
be redeemable, and, if so, the terms and conditions of such redemption, whether
for cash, property or rights, including securities of any other corporation, and
whether at the option of either the Corporation or the holder or both, including
the date or dates or the event or events upon or after which they shall be
redeemable, and the amount per share payable in case of redemption, which amount
may vary under different conditions and at different redemption dates; (ii)
whether such shares shall be entitled to receive dividends (which maybe
cumulative or noncumulative) at such rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or any other series; (iii) the rights of
such shares in the event of voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, and the relative rights of priority, if any, of
payment of such shares; (iv) whether such shares shall be convertible into, or
exchangeable for, shares of any other class or classes of stock, or of any other
series of the same or any other class or classes of stock, whether at the option
either of the Corporation or the holder or both, and, if so, the terms and
conditions of such conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors shall determine; (v)
whether the class or series shall have a sinking fund for the redemption or
purchase of such shares, and, if so, the terms and amount of each sinking fund;
(vi) provisions as to any other voting, optional, and/or special or relative
rights, powers, priorities, preferences, limitations, or restrictions; and (vii)
the number of shares and designation of such class or series.

     FIFTH:  The Corporation is to have perpetual existence.
     ------                                                 

     SIXTH:  Election of Directors need not be by written ballot unless the by-
     ------                                                                   
laws of the Corporation so provide.

     SEVENTH:  The Board of Directors of the corporation is expressly authorized
     --------                                                                   
to adopt, amend or repeal the by-laws of the Corporation.

     EIGHTH:  A director shall not be personally liable to the Corporation or
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its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that the elimination or limitation of liability
is not permitted under the Delaware General Corporation Law as in effect when
such liability is determined. No amendment or repeal of this provision shall
deprive a director of the benefits hereof with respect to any act or omission
occurring prior to such amendment or repeal.

     NINTH:  The Corporation reserved the right to amend, alter, change or
     ------                                                               
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in 

                                     - 3 -
<PAGE>
 
the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     This Amended and Restated Certificate of Incorporation was duly adopted in
accordance with the applicable provisions of Sections 242, 245 and 228 of the
Delaware General Corporation Law.

     IN WITNESS WHEREOF, Engage Technologies, Inc. has caused its corporation
seal to be affixed hereto and this Certificate to be signed by Paul L. Schaut,
its President, and attested by William Williams II, its Assistant Secretary,
this 3rd day of April, 1998.

                         ENGAGE TECHNOLOGIES, INC.


                         By:  /s/ Paul L. Schaut
                              --------------------------
                              Paul L. Schaut
                              President



ATTEST

By:  /s/ William Williams
     --------------------
     William Williams II
     Assistant Secretary

[Corporate Seal]

                                     - 4 -
<PAGE>
 
                         CERTIFICATE OF DESIGNATION OF
                      SERIES A CONVERTIBLE PREFERRED STOCK


     Engage Technologies, Inc., a Delaware corporation (the "Corporation" or the
"Company"), pursuant to authority conferred on the Board of Directors of the
Corporation by the Amended and Restated Certificate of Incorporation of the
corporation and in accordance with the provisions of Section 151 of the General
Corporation Law of the Sate of Delaware, certifies that the Board of Directors
of the corporation, by unanimous consent dated April 3, 1998, has duly adopted
the following resolution providing for the establishment and issuance of a
series of Preferred Stock to be designated "Series A Convertible Preferred
Stock" and to consist of eight hundred thousand (800,000) shares as follows:

     RESOLVED:   That, pursuant to the authority expressly granted and vested in
                 the Board of Directors of this Corporation in accordance with
                 the provisions of its Amended and Restated Certificate of
                 Incorporation, a series of Preferred Stock of the Corporation
                 hereby is established, consisting of eight hundred thousand
                 (8000,000) shares, to be designated "Series A Convertible
                 Preferred Stock" (hereafter "Series A Preferred Stock"), the
                 Board of Directors be and hereby is authorized to issue such
                 shares of Series A Preferred Stock from time to time and for
                 such consideration and on such terms as the Board of Directors
                 shall determine; and subject to the limitations provided by law
                 and by the Corporation's Amended and Restate Certificate of
                 Incorporation, the powers, designations, preferences and
                 relative, participating, optional or other special rights,
                 powers or priorities of, and the qualifications, limitations or
                 restrictions upon, the Series A Preferred Stock shall be as
                 follows:

     1.   Designation.  This series of Preferred Stock par value $0.01 per
          -----------                                                     
share, shall be designated the "Series A Convertible Preferred Stock"
(hereinafter "Series A Preferred Stock").

     2.   Dividends.
          --------- 

          (a) The holders of shares of Series A Preferred Stock shall be
entitled to receive, out of funds legally available therefor, dividends computer
at a rate of 7% or $0.70 per share per annum (or a proportional part thereof for
a portion of a year and all subject to appropriate adjustment in the event of
any stock dividend, stock split, combination or other similar recapitalization
affecting such shares) commencing as of February 1, 1998, payable when, as and
if declared by the Board of Directors of the Corporation.  The right to receive
dividends on Series A Preferred Stock shall be 
<PAGE>
 
noncumulative, and no right to receive dividends shall accrue by reason for the
fact that no dividends have been declared on the Series A Preferred Stock in any
or every prior year.

          (b) The Corporation shall not declare or pay any distributions on
shares of Common Stock until the holders of shares of Series A Preferred Stock
then outstanding shall have first received a distribution at the rate specified
in paragraph (a) of this Section 2 calculated on a cumulative basis from the
date of issuance of said stock compounded annually as of any anniversary of the
date of issuance of such shares.

          (c) For purposes of this Section 2, unless the context requires
otherwise, "distribution" shall mean the transfer of cash or property without
consideration, whether by way of dividend or otherwise, payable other than in
Common Stock or other securities of the Corporation, or the purchase or
redemption of shares of the Corporation (other than repurchases of Common Stock
help by employees or directors of, or consultants to, the Corporation pursuant
to agreements providing for such repurchase and other than redemptions in
liquidation or dissolution of the Corporation) for cash or property, including
any such transfer, purchase or redemption by a subsidiary of the Corporation.

     3.   Liquidation, Dissolution or Winding Up.
          -------------------------------------- 

          (a) In the event of any liquidation, dissolution or winding up of the
Company, and provided that the amount available for distribution to holders of
the Series A Preferred Stock pursuant to this Section 3 is less than $10.00 per
share plus a dividend computed at a rate of 7% or $0.70 per share per annum,
compounded annually as of February 1, 1998 (such amount to be equitably adjusted
whenever there shall occur a stock split, combination, reclassification or other
similar event as provided in Section 5(e)(ii) hereof), whether voluntary or
involuntary, the entire assets of the Company available for such distribution
shall be distributed ratably among the holders of the Series A Preferred Stock.

          (b) In the event of any liquidation, dissolution or winding up of the
Company, and provided that the amount available for distribution to holders of
the Series A Preferred Stock pursuant to this Section 3 is at least $10.00 per
share plus a dividend computed at a rate of 7% or $0.70 per share per annum,
compounded annually as of February 1, 1998 (such amount to be equitably adjusted
whenever there shall occur a stock split, combination, reclassification or other
similar event as provided in Section 5(e)(ii) hereof), whether voluntary or
involuntary, holders of each share of Series A Preferred Stock shall be entitled
to be paid first out of the assets of the Company available for distribution to
holders of the Company's capital stock of all classes, whether such assets are
capital, surplus, or earnings, before any sums shall be paid or any assets
distributed among the holders of any other class of capital 

                                     - 2 -
<PAGE>
 
stock, an amount equal to $10.00 per share of Series A Preferred Stock plus a
dividend computed at a rate of 7% or $0.70 per share per annum, compounded
annually as of February 1, 1998. After the payment of the preferential amount
required to be paid to the holders of the Series A Preferred Stock, upon the
liquidation, dissolution or winding up of the Corporation, the holders of shares
of the Corporation's Common Stock shall be entitled to receive the remaining
assets and funds of the Corporation available for distribution to its
stockholders.

          (c) A consolidation or merger of the Company or a sale of all or
substantially all of the assets of the Company shall be regarded as a
liquidation, dissolution or winding up of the affairs of the Company within the
meaning of this Section 3; provided, however, that each holder of Series A
Preferred Stock shall have the right to elect the benefits of the provisions of
Section 5(h) hereof in lieu of receiving payment in liquidation, dissolution or
winding up of the Company pursuant to this Section 3.  Each holder of Series A
Preferred Stock shall notify the Company in advance of its election to obtain
the benefits of this Section 3(c) or of Section 5(b), which notification shall
be given not later than a date specified in writing to each holder by the
Company to be at least five (5) days prior to the effective date of such
consolidation, merger or sale.  If a holder fails to make any election, he shall
be deemed to have elected the benefits of this Section 3(c).

          (d) Whenever the distribution provided for herein shall be paid in
property other than cash, the value of such distribution shall be the fair
market value of such property as determined in good faith by the Board of
Directors of the Company.

     4.   Voting Power. Except as otherwise expressly provided in Section 8
          ------------                                                     
hereof, or as required by law, each holder of Series A Preferred Stock shall be
entitled to vote on all matters and shall be entitled to that number of votes
equal to the largest number of whole shares of Common Stock into which such
holder's shares of Series A Preferred Stock could be converted, pursuant to the
provisions of Section 5 hereof (taking into account all accrued and unpaid
dividends, if any, with respect to such Series A Preferred Stock), at the record
date for the determination of shareholders entitled to vote on such matter or,
if no such record date is established, at the date such vote is taken or any
written consent of shareholders is solicited. Except as otherwise expressly
provided herein or as required by law, the holders of shares of Series A
Preferred Stock and of Common Stock shall be entitled to vote together as a
class on all matters.

     5.   Conversion Rights.  The holders of the Series A Preferred Stock shall
          -----------------                                                    
have the following conversion rights:

          (a) General.  Subject to and in compliance with the provisions of this
              -------                                                           
Section 5, any shares of the Series A Preferred Stock, may, at the option of the
holder, 


                                     - 3 -
<PAGE>
 
be converted at any time or from time to time into fully-paid and non-
assessable shares (calculated as to each conversion to the largest whole share)
of Common Stock. The number of shares of Common Stock to which a holder of
Series A Preferred Stock shall be entitled upon conversion shall be the product
obtained by multiplying the Applicable Conversion Rate (determined as provided
in Section 5(c) by the number of shares of Series A Preferred Stock being
converted.  Upon conversion of their shares of Series A Preferred Stock into
shares of Common Stock, holders of shares of Series A Preferred Stock shall also
have the option to have all declared but unpaid dividends on such shares of
Series A Preferred Stock converted into shares of Common Stock.  the number of
shares of Common Stock to be received upon the conversion of such declared but
unpaid dividends shall be computed by multiplying the number of shares of Series
A Preferred Stock which could have been purchased with such declared but unpaid
dividends, assuming a Series A Preferred Stock purchase price of $10.00 per
share, by the Applicable Conversion Rate in effect at the time of such
conversion.

          (b) Conversion Following Underwritten Public Offering.
              ------------------------------------------------- 

          (i) All outstanding shares of Series A Preferred Stock shall, upon the
closing of an underwritten public offering pursuant to an effective registration
statement under the Securities Act of 1933, as amended, covering the offering
and sale of Common Stock for the account of the Company in which the Common
Stock is sold at a price to the public of not less than the amount per share
which would be equal to $10.00 per share plus a dividend computed at a rate of
7% or $0.70 per share per annum, compounded annually as of February 1, 1998
(such amount to be equitably adjusted whenever there shall occur a stock split,
combination, reclassification or other similar event affecting the Common Stock)
and in which the aggregate gross proceeds (before deduction of any underwriting
discounts, commissions or expenses) received by the Company from such public
offering, shall equal or exceed Fifteen Million Dollars ($15,0000,000), be
converted automatically into the number of shares of Common Stock to which a
holder of Series A Preferred Stock shall be entitled upon conversion pursuant to
Section 5(a) hereof without any further action by such holders and whether or
not the certificates representing such shares are surrendered to the Company or
its transfer agent for the Common Stock.

          (ii)  Upon the occurrence of the conversion specified in Section
5(b)(i), the holders of such Series A Preferred Stock shall surrender the
certificates representing such shares at the office of the Company or of its
transfer agent for the Common Stock.  Thereupon, there shall be issued and
delivered to each such holder a certificate or certificates for the number of
shares of Common Stock into which the shares of the Series A Preferred Stock
surrendered were convertible on the date on which such conversion occurred.  The
Company shall not be obligated to issue certificates evidencing the shares of
Common Stock issuable upon such 

                                     - 4 -
<PAGE>
 
conversion unless certificates evidencing such shares of the Series A Preferred
Stock being converted are either delivered to the Company or any such transfer
agent or the holder notifies the Company or any such transfer agent that such
certificates have been lost, stolen or destroyed and executes an agreement
satisfactory to the Company to indemnify the Company from any loss incurred by
it in connection therewith. In addition, the Company may, if the Board of
Directors deems it reasonably necessary, require the holder to post a bond in
connection with such indemnity agreement.

          (c) Applicable Conversion Rate.  The conversion rate in effect at any
              --------------------------                                       
time (the "Applicable Conversion Rate") shall be the quotient obtained by
dividing (i) $10.00 by (ii) the Applicable Conversion Value, calculated as
provided in Section 5(d).

          (d) Applicable Conversion Value.  The Applicable Conversion Value in
              ---------------------------                                     
effect from time to time, except as adjusted in accordance with Section 5(e)
hereof, shall be $1.00 as of the date of this Certificate of Series A
Convertible Preferred Stock.

          (e) Adjustments to Applicable Conversion Value.
              ------------------------------------------ 

                  (i) Upon Sales of Common Stock. If the Company shall, while
                      --------------------------    
there are any shares of Series A Preferred Stock outstanding, issue or sell
shares of its Common Stock without consideration or at a price per share less
than the Applicable Conversion Value in effect immediately prior to such
issuance or sale, then in each such case such Applicable Conversion Value upon
each such issuance or sale, except as hereinafter provided, shall be adjusted to
an amount determined by multiplying such Applicable Conversion Value by a
fraction:

                       (A) the numerator of which shall be (a) the number of
     shares of Common Stock outstanding immediately prior to the issuance of
     such additional shares of Common Stock, calculated on a fully diluted basis
     assuming exercise or conversion of all securities exercisable for or
     convertible into Common Stock, whether or not such exercise or conversion
     is unvested or otherwise conditional, plus (b) the number of shares of
     Common Stock which the net aggregate consideration received by the
     Corporation for the total number of such additional shares of Common Stock
     so issued would purchase at the Applicable conversion Value, and

                       (B) the denominator of which shall be (a) the number of
     shares of Common Stock outstanding immediately prior to the issuance of
     such additional shares of Common Stock, calculated on a fully diluted basis
     assuming exercise or

                                     - 5 -
<PAGE>
 
     conversion of all securities exercisable for or convertible into Common
     Stock, whether or not such exercise or conversion is unvested or otherwise
     conditional, plus (b) the number of such additional shares of Common Stock
     so issued or deemed issued.

The Corporation's issuance of up to an aggregate of two million (2,000,000)
shares of Common Stock (such amount to be equitably adjusted whenever there
shall occur a stock split, combination, reclassification or other similar event
affecting the Common Stock), or options exercisable therefor, pursuant to any
stock purchase or stock option plan or other individual or group incentive
program of any kind approved by the Board of Directors to the Corporation's
officers, directors, employees or consultants shall not be deemed an issuance of
additional shares of Common Stock and shall have no effect on the calculations
contemplated by this Section 5(e).

     For the purposes of this Section 5(e), the issuance of any warrants,
options, subscriptions or purchase rights with respect to shares of Common Stock
and the issuance of any securities convertible into or exchangeable for shares
of Common Stock (or the issuance of any warrants, options or any rights with
respect to such convertible or exchangeable securities) whether or not such
conversion or exchange is conditional, shall be deemed an issuance at such time
of such Common Stock if the Net Consideration Per Share (as hereinafter
determined) which may be received by the Company for such Common Stock shall be
less than the Applicable Conversion Value at the time of such issuance.  Any
obligation, agreement or undertaking to issue warrants, options, subscriptions
or purchase rights at any time in the future shall be deemed to be an issuance
at any time such obligation, agreement or undertaking is made or arises.  No
adjustment of the Applicable Conversion Value shall be made under this Section
5(e) upon the issuance of any shares of Common Stock which are issued pursuant
to the exercise of any warrants, options, subscriptions or purchase rights or
pursuant to the exercise of any conversion or exchange rights in any convertible
securities if any adjustment shall previously have been made upon the issuance
of any such warrants, options or subscriptions or purchase rights or upon the
issuance of any convertible securities (or upon the issuance of any warrants,
options or any rights therefor) as above provided.  Any adjustment of the
Applicable Conversion Value with respect to this paragraph which relates to
warrants, potions, subscriptions or purchase rights with respect to shares of
Common Stock shall be disregarded if, as, and when all of such warrants,
options, subscriptions or purchase rights expire or are cancelled without being
exercised, so that the Applicable Conversion Value effective immediately upon
such cancellation or expiration shall be equal to the Applicable Conversion
Value in effect at the time of the issuance of the expired or cancelled
warrants, options, subscriptions or purchase rights, with such additional
adjustments as would have been made to that Applicable Conversion Value had the
expired or cancelled warrants, options, subscriptions or purchase rights not
been issued.  For purposes of this paragraph, the "Net 

                                     - 6 -
<PAGE>
 
Consideration Per Share" which may be received by the Company shall be
determined as follows:

                       (A) The "Net Consideration Per Share" shall mean the
     amount equal to the total amount of consideration, if any, received by the
     Company for the issuance of such warrants, options, subscriptions or other
     purchase rights or convertible or exchangeable securities, plus the minimum
     amount of consideration, if any, payable to the Company upon exercise,
     conversion or exchange thereof, divided by the aggregate number of shares
     of Common Stock that would be issued if all such warrants, options,
     subscriptions or other purchase rights or convertible or exchangeable
     securities were exercised, exchanged or converted.

                       (B) The "Net Consideration Per Share" which may be
     received by the Company shall be determined in each instance as of the date
     of issuance of warrants, options, subscriptions or other purchase rights or
     convertible or exchangeable securities without giving effect to any
     possible future price adjustments or rate adjustments which may be
     applicable with respect to such warrants, options, subscriptions or other
     purchase rights or convertible or exchangeable securities.

     For purposes of this Section 5(e), if a part or all of the consideration
received by the Company in connection with the issuance of shares of the Common
Stock or the issuance of any of the securities described in this Section 5(e)
consists of property other than cash, the Company at its expense will promptly
cause independent public accountants of recognized standing selected by the
Company to value such property, whereupon such value shall be given to such
consideration and shall be recorded on the books of the Company with respect to
receipt of such property.

     This Section 5(e)(i) shall not apply under any of the circumstances which
would constitute an Extraordinary Common Stock Event (as hereinafter defined in
Section 5(e)(ii)).

                  (ii)    Upon an Extraordinary Common Stock Event.  Upon the
                          ----------------------------------------           
happening of an Extraordinary Common Stock Event (as hereinafter defined), the
Applicable Conversion Value shall, simultaneously with the happening of such
Extraordinary Common Stock Event, be adjusted by multiplying the then effective
Applicable Conversion Value by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such
Extraordinary Common Stock Event and the denominator of which shall be the

                                     - 7 -
<PAGE>
 
number of shares of Common Stock outstanding immediately after such
Extraordinary Common Stock event, and the product so obtained shall thereafter
be the Applicable Conversion Value.  The Applicable Conversion value, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive Extraordinary Common Stock Event or Events.

     "Extraordinary Common Stock Event" shall mean (i) the issue of additional
shares of Common Stock as a dividend or other distribution on outstanding shares
of Common Stock, (ii) the subdivision of outstanding shares of Common Stock into
a greater number of shares of Common Stock, or (iii) the combination of
outstanding shares of the Common Stock into a smaller number of shares of Common
Stock.

          (f) Dividends.  In the event the Company shall make or issue, or fix a
              ---------                                                         
record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in securities of the Company
other than shares of Common Stock or in assets (excluding cash dividends or
distributions), then and in each such event provisions shall be made so that the
holders of Series A Preferred Stock shall receive upon conversion thereof in
addition to the number of shares of Common Stock receivable thereupon, the
number of securities or such other assets of the Company which they would have
received had their Series A Preferred Stock been converted into Common Stock on
the date of such event and had they thereafter, during the period from the date
of such event to and including the Conversion Date (as that term is hereafter
defined in Section 5(j)), retained such securities or such other assets
receivable by them as aforesaid during such period, giving application to all
adjustments called for during such period under this Section 5 with respect to
the rights of the holders of the Series A Preferred Stock.

          (g) Recapitalization or Reclassification.  If the Common Stock
              ------------------------------------                      
issuable upon the conversion of the Series A Preferred Stock shall be changed
into the same or a different number of shares of any class or classes of stock
of the Corporation, whether by recapitalization, reclassification or otherwise
(other than a subdivision or combination of shares or stock dividend provided
for elsewhere in this Section 5, or a reorganization, merger, consolidation or
sale of assets provided for elsewhere in this Section 5), then and in each such
event the holder of each share of Series A Preferred Stock shall have the right
thereafter to convert such share into the kind and amount of shares of stock and
other securities and property receivable upon such reorganization,
reclassification or other change by holders of the number of shares of Common
Stock into which such share of Series A Preferred Stock might have been
converted (taking into account all accrued and unpaid dividends and interest
with respect to such Series A Preferred Stock) immediately prior to such
reorganization, reclassification or change, all subject to further adjustment as
provided herein.


                                     - 8 -
<PAGE>
 
          (h) Capitalization Reorganization, Merger or Sale of Assets.  If at
              -------------------------------------------------------        
any time or from time to time there shall be a capital reorganization of the
Common Stock (other than a subdivision, combination, reclassification or
exchange of shares provided for elsewhere in this Section 5) or a merger or
consolidation of the Company with or into another corporation or entity, or the
sale of all or substantially all of the Company's properties and assets to any
other person or persons, then, as a part of such reorganization, merger,
consolidation or sale, provision shall be made so that the holders of the Series
A Preferred Stock shall thereafter be entitled to receive upon conversion of the
Series A Preferred Stock, the number of shares of stock or other securities or
property of the Company, or of the successor corporation or entity resulting
from such merger, consolidation or sale, to which a holder of Common Stock
issuable upon conversion would have been entitled on such capital
reorganization, merger, consolidation, or sale.  In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 5
with respect to the rights of the holders of the Series A Preferred Stock after
the reorganization, merger, consolidation or sale to the end that the provisions
of this Section 5 (including adjustment of the Applicable Conversion Value then
in effect and the number of shares purchasable upon conversion of the Series A
Preferred Stock) shall be applicable after that event in as nearly equivalent a
manner as may be practicable.

     Each holder of Series A Preferred Stock upon the occurrence of a capital
reorganization, merger or consolidation of the Company, or the sale of all or
substantially all its assets and properties as such events are more fully set
forth in the first paragraph of this Section 5(h), shall have the option of
electing treatment of his shares of Series A Preferred Stock under either this
Section 5(h) or Section 3(b) hereof, notice of which election shall be submitted
in writing to the Company at its principal offices no later than five (5) days
before the effective date of such event.

          (i) Accountant's Certificate as to Adjustments.  In each case of an
              ------------------------------------------                     
adjustment or readjustment of the Applicable Conversion Rate, the Company will
furnish each holder of Series A Preferred Stock with a certificate, prepared by
its chief financial officer showing such adjustment or readjustment, and stating
in detail the facts upon which such adjustment or readjustment is based.  Upon
the request of any holder, the Company will cause its independent public
accountants to confirm the accuracy of such adjustment or readjustment.

          (j) Exercise of Conversion Privilege.  To exercise his conversion
              --------------------------------                             
privilege, a holder of Series A Preferred Stock shall surrender the certificate
or certificates representing the shares being converted to the Company at its
principal office, and shall give written notice to the Company at that office
that such holder elects to convert such shares.  Such notice shall also state
the name or names (with address or addresses) in which the certificate or
certificates for shares of Common Stock issuable upon such conversion shall be
issued.  The certificate or certificates for 

                                     - 9 -
<PAGE>
 
shares of Series A Preferred Stock surrendered for conversion shall be
accompanied by proper assignment thereof to the Company or in blank. The date
when such written notice is received by the Company, together with the
certificate or certificates representing the shares of Series A Preferred Stock
being converted, shall be the "Conversion Date." As promptly as practicable
after the conversion Date, the Company shall issue and shall deliver to the
holder of the shares of Series A Preferred Stock being converted, or on its
written order, such certificate or certificates as it may request for the number
of whole shares of Common Stock issuable upon the conversion of such shares of
Series A Preferred Stock in accordance with the provisions of this Section 5,
cash in the amount of all unpaid dividends on such shares of Series A Preferred
Stock, up to and including the Conversion Date, unless conversion of such unpaid
dividends into Common Stock has been elected, and cash, as provided in Section
5(k), in respect of any fraction of a share of Common Stock issuable upon such
conversion. Such conversion shall be deemed to have been effected immediately
prior to the close of business on the Conversion Date, and at such time the
rights of the holder as holder of the converted shares of Series A Preferred
Stock shall cease and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or holders of record
of the shares of Common Stock represented thereby.

          (k) Cash in Lieu of Fractional Shares.  No fractional shares of Common
              ---------------------------------                                 
Stock or scrip representing fractional shares shall be issued upon the
conversion of shares of Series A Preferred Stock.  Instead of any fractional
shares of Common Stock which would otherwise be issuable upon conversion of
Series A Preferred Stock, the Company shall pay to the holder of the shares of
Series A Preferred Stock which were converted a cash adjustment in respect of
such fractional shares in an amount equal to the same fraction of the market
price per share of the Common Stock (as determined in a reasonable manner
prescribed by the Board of Directors) at the close of business on the Conversion
Date.  The determination as to whether or not any fractional shares are issuable
shall be based upon the total number of shares of Series A Preferred Stock being
converted at any one time by any holder thereof, not upon each share of Series A
Preferred Stock being converted.

          (l) Partial Conversion.  In the event some but not all of the shares
              ------------------                                              
of Series A Preferred Stock represented by a certificate or certificates
surrendered by a holder are converted, the Company shall execute and deliver to
or on the order of the holder, at the expense of the Company, a new certificate
representing the number of shares of Series A Preferred Stock which were not
converted.

          (m) Reservation of Common Stock.  The Company shall at all times
              ---------------------------                                 
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of the shares of the
Series A Preferred Stock, such number of its shares of Common Stock as shall
from time to 

                                    - 10 -
<PAGE>
 
time be sufficient to effect the conversion of all outstanding shares of the
Series A Preferred Stock and all unpaid dividends thereon, and if at any time
the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all then outstanding shares of the Series
A Preferred Stock and all unpaid dividends thereon, the Company shall take such
corporate action as may be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.

     6.   Redemption.
          ---------- 

          (a) At the written election of a majority in interest of the holders
of Series A Preferred Stock on or before March 1, 2005, beginning on August 1,
2005 and on the first day of July in each year thereafter (the "Redemption
Date"), the Company shall redeem twenty-five percent (25%) of all of the
outstanding shares of Series A Preferred Stock; provided, however, that the
Company's redemption option shall be reduced by the number of shares of Series A
Preferred Stock that have been converted prior to any such Redemption Date, and
such reduction shall apply first to the Redemption Date immediately following
such conversion and thereafter any balance shall apply to any Subsequent
Redemption Dates.  The redemption price for each share of Series A Preferred
Stock redeemed pursuant to this Section 6 shall be $10.00 per share plus a
dividend computed at a rate of 7% or $0.70 per share per annum, compounded
annually as of February 1, 1998 (the "Redemption Price").  Each redemption of
Series A Preferred Stock shall be made so that the number of shares of Series A
Preferred Stock held by each holder whose shares are being redeemed shall be
reduced in an amount which shall bear the same ratio to the total number of
shares of Series A Preferred Stock being redeemed as all such shares then held
by such registered owner bears to the aggregate number of shares of Series A
Preferred Stock then outstanding and held by all registered owners whose shares
are being redeemed.

          (b) The Redemption Price set forth in this Section 6 shall be subject
to equitable adjustment whenever there shall occur a stock split, combination,
reclassification or other similar event involving the Series A Preferred Stock.

          (c) At least thirty (30) days before any Redemption Date pursuant to
Section 6(a), written notice (hereinafter referred to as the "Redemption
Notice") shall be mailed, postage prepaid, to each holder of record of the
Series A Preferred Stock which is to be redeemed, at its address shown on the
records of the Company; provided, however, that the giving of such Redemption
Notice shall not affect the conversion rights of such holder pursuant to Section
5 hereof; provided, further, that the Company's failure to give such Redemption
Notice shall in no way affect its obligation to redeem the shares of Series A
Preferred Stock as provided in Section 6(a) hereof.  The Redemption Notice shall
contain the following information:

                                    - 11 -
<PAGE>
 
                  (i) The number of shares of Series A Preferred Stock held by
the holder which shall be redeemed by the Company and the total number of shares
of Series A Preferred Stock held by all holders to be so redeemed,

                  (ii) The Redemption Date and the applicable Redemption Price,
and

                  (iii) That the holder is to surrender to the Company, at the
place designated therein, its certificate or certificates representing the
shares of Series A Preferred Stock to be redeemed.

          (d) Each holder of shares of Series A Preferred Stock to be redeemed
shall surrender the certificate or certificates representing such shares to the
Company at the place designated in the Redemption Notice, and thereupon the
applicable Redemption Price for such shares as set forth in this Section 6 shall
be paid to the order of the person whose name appears on such certificate or
certificates and each surrendered certificate shall be cancelled and retired.

          (e) If any shares of Series A Preferred Stock are not redeemed solely
because a holder fails to surrender the certificate or certificates representing
such shares pursuant to Section 6(d) hereof, then, from and after the Redemption
Date, such shares of Series A Preferred Stock thereupon subject to redemption
shall not be entitled to any further accrual of any dividends pursuant to
Section 2 hereof or to the conversion provisions set forth in Section 5 hereof,
unless the company otherwise specifically agrees in writing.

     7.   No Reissuance of Series A Preferred Stock.  No share or shares of
          -----------------------------------------                        
Series A Preferred Stock acquired by the Company by reason of redemption,
purchase, conversion or otherwise shall be reissued, and all such shares shall
be cancelled, retired and eliminated from the shares which the Company shall be
authorized to issue.  The Company may from time to time take such appropriate
corporate action as may be necessary to reduce the authorized number of shares
of the Series A Preferred Stock accordingly.

     8.   Restrictions and Limitations.
          ---------------------------- 

          (a) Except as expressly provided herein or as required by law, neither
the Company nor any subsidiary of the Company (which shall mean any corporation
or trust of which the Company directly or indirectly owns at the time all of the
outstanding shares of every class of such corporation or trust other than
directors' qualifying shares) shall, without the vote or written consent by the
holders of at least a majority of the then outstanding shares of the Series A
Preferred Stock voting together, each share of Series A Preferred Stock to be
entitled to one vote in each instance for each share of Common Stock into which
such Preferred Stock is then convertible:

                                    - 12 -
<PAGE>
 
                  (i) Redeem, purchase or otherwise acquire for value or (pay
in, to or set aside for a sinking fund for such purpose), any share or shares of
Series A Preferred Sock other than pursuant to the redemption provisions
contained elsewhere herein; 

                  (ii) Authorize or issue, or obligate itself to authorize or
issue, any other equity security senior to or on a parity with the Series A
Preferred Stock as to liquidation preferences, conversion rights, redemption
rights, dividend rights, voting rights or otherwise;

                  (iii)  Effect any sale, lease, assignment, transfer or other
conveyance of all or substantially all of the assets of the Company or any
subsidiary thereof, or any consolidation or merger involving the company or any
subsidiary thereof, or any reclassification or other change of stock, or any
recapitalization or any dissolution, liquidation or winding up of the Company;

                  (iv) Effect any bank borrowings in excess of an aggregate
amount of Two Hundred Fifty Thousand Dollars ($250,000) U.S.;

                  (v) Effect any merger by the Company with or into any business
entity or any acquisition by the Company of any assets or business having a fair
market value in excess of One Million Dollars ($1,000,000) U.S.; or

                  (vi) Amend its Amended and Restated Certificate of
Incorporation, if such amendment would change any of the rights, preferences,
privileges of or limitations provided for herein for the benefit of any shares
of Series A Preferred Stock.

     9.   No Dilution or Impairment.  Except as provided in Section 8 above, the
          -------------------------                                             
Company will not, by amendment of its Amended and Restated Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of the
Series A Preferred Stock set forth herein, but will at all times in good faith
assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate in order to protect the rights of the
holders of the Series A Preferred Stock against dilution or other impairment.
Without limiting the generality of the foregoing, the Company (a) will not
increase the par value of any shares of stock receivable on the conversion of
the Series A Preferred Stock above the amount payable therefor on such
conversion, (b) will take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid 


                                    - 13 -
<PAGE>
 
and non-assessable shares of stock on the conversion of all Series A Preferred
Stock from time to time outstanding and all accrued and unpaid dividends
thereon, and (c) will not transfer all or substantially all of its properties
and assets to any other person (corporate or otherwise), or consolidate with or
merge into any other person or permit any such person to consolidate with or
merge into the Company (if the Company is not the surviving person), unless such
other person shall expressly assume in writing and will be bound by all the
terms of the Series A Preferred Stock set forth herein.

     10.  Notices of Record Date.  In the event of
          ----------------------                  

          (a) any taking by the Company of a record 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, 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, or

          (b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the company, any merger or
consolidation of the Company, or any transfer of all or substantially all of the
assets of the Company to any other corporation, or any other entity or person,
or

          (c) any voluntary or involuntary dissolution, liquidation or winding
up of the Company.

then and in each such event the Company shall mail or cause to be mailed to each
holder of Series A Preferred Stock a notice specifying (i) the date on which any
such record is to be taken for the purpose of such dividend, distribution or
right and a description of such dividend, distribution or right, (ii) the date
on which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding up is expected to
become effective, (iii) the time, if any, that is to be fixed, as to when the
holders of record of Common Stock (or other securities) shall be entitled to
exchange their shares of Common Stock (or other securities) for securities or
other property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding up.  Such notice shall be mailed at least twenty (20) days prior to the
date specified in such notice on which such action is to be taken.

     This Certificate of Designation was duly adopted in accordance with the
applicable provisions of Section 151 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, Engage Technologies, Inc., has caused its corporation
seal to be affixed hereto and this Certificate to be signed by Paul L. Schaut,
its 


                                    - 14 -
<PAGE>
 
President, and attested by William Williams II, its Assistant Secretary,
this 3rd day of April, 1998.


                                    ENGAGE TECHNOLOGIES, INC.

                                    By:  /s/  Paul L. Schaut
                                         -------------------------
                                         Paul L. Schaut, President


ATTEST

By:  /s/ William Williams
     --------------------
     William Williams II, Assistant Secretary


[Corporate Seal]



                                    - 15 -
<PAGE>
 
                       CERTIFICATE OF INCREASE IN SHARES
                     DESIGNATED AS SERIES A PREFERRED STOCK

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

     Engage Technologies, inc., a Delaware corporation (the "Corporation" or the
"Company"), pursuant to authority conferred on the Board of Directors of the
Corporation by the Amended and Restated Certificate of Incorporation of the
Corporation and in accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, certifies that the Board of Directors
of the Corporation, by unanimous consent dated July 31, 1998, has duly adopted
the following resolution providing for the increase in the number of shares of
Preferred Stock to be designated "Series A Preferred Stock" from eight Hundred
Thousand (800,000) shares to One Million Five Hundred Thousand (1,500,000)
shares as follows:

RESOLVED:  That pursuant to, and to the extent of, the authority expressly
           vested in the Board of Directors of the Corporation by the Restated
           Certificate of Incorporation of the Corporation, as amended, the
           Board of Directors does hereby adopt a resolution increasing the
           number of shares of the Corporation's Preferred Stock designated
           "Series A Preferred Stock" (the "Series A Preferred Stock") by Seven
           Hundred Thousand (700,000) shares to a total of One Million Five
           Hundred Thousand (1,500,000) shares, which number of shares may be
           decreased (but not below the number of shares then outstanding) from
           time to time by the Board of Directors of the Corporation.

     This Certificate of Designation was duly adopted in accordance with the
applicable provisions of Section 151 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, Engage Technologies, Inc., has caused its corporation
seal to be affixed hereto and this Certificate to be signed by Paul L. Schaut,
its President, and attested by William Williams II, its Assistant Secretary,
this 1st day of August, 1998.

                                    ENGAGE TECHNOLOGIES, INC.

                                    By:  /s/ Paul L. Schaut
                                         -------------------------
                                         Paul L. Schaut, President

ATTEST

By:  /s/ William Williams
     ----------------------------------------
     William Williams II, Assistant Secretary

[Corporate Seal]
<PAGE>
 
                             CERTIFICATE OF MERGER

                                       of

                                ACCIPITER, INC.

                                      into

                           ENGAGE TECHNOLOGIES, INC.

                          (the surviving corporation)

                     Pursuant to Section 251 of the General
                    Corporation Law of the State of Delaware

     Engage Technologies, Inc. (hereinafter called the "Corporation"), organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:

     FIRST:  That the name and state of incorporation of each of the constituent
corporations of the Merger is as follows:

Name                                State of Incorporation
----                                ----------------------
Engage Technologies, Inc.                  Delaware
Accipiter, Inc.                            Delaware

     SECOND:  That an Agreement and Plan of Merger between the parties to the
Merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the General Corporation Law of the State of Delaware.

     THIRD:  that the surviving corporation of the Merger is Engage
Technologies, Inc.

     FOURTH:  The Certificate of Incorporation of Engage Technologies, Inc.
shall become the Certificate of Incorporation of the surviving corporation.

     FIFTH:  That the executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving corporation.  The address of the
principal place of business of the surviving corporation is 100 Brickstone
Square, 1st Floor, Andover, Massachusetts 01810.

     SIXTH:  That a copy of the Agreement and Plan of Merger will be furnished
by the surviving corporation, on request and without costs, to any stockholder
of any constituent corporation.
<PAGE>
 
     IN WITNESS WHEREOF, Engage Technologies, Inc. has caused this Certificate
to be signed by its authorized officer, with effect as of the 6th day of August,
1998.

                                    ENGAGE TECHNOLOGIES, INC.

                                    By:  /s/ Paul L. Schaut
                                         -------------------------
                                         Paul L. Schaut, President

ATTEST

By:  /s/ William Williams
     ----------------------------------------
     William Williams II, Assistant Secretary

[Corporate Seal]
<PAGE>
 
                         CERTIFICATE OF DESIGNATION OF
                      SERIES B CONVERTIBLE PREFERRED STOCK


     Engage Technologies, Inc., a Delaware corporation (the "Corporation" or the
"Company"), pursuant to authority conferred on the Board of Directors of the
Corporation by the Amended and Restated Certificate of Incorporation of the
Corporation and in accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, certifies that the Board of Directors
of the Corporation, by unanimous consent dated July 31, 1998, has duly adopted
the following resolution providing for the establishment and issuance of a
series of Preferred Stock to be designated "Series B Convertible Preferred
Stock" and to consist of two hundred thirty-eight thousand five hundred ninety-
seven (238,597) shares as follows:

RESOLVED:  That, pursuant to the authority expressly granted and vested in the
           Board of Directors of this Corporation in accordance with the
           provisions of its Amended and Restated Certificate of Incorporation,
           a series of Preferred Stock of the Corporation hereby is established,
           consisting of two hundred thirty-eight thousand five hundred ninety-
           seven (238,597) shares, to be designated "Series B Convertible
           Preferred Stock" (hereafter "Series B Preferred Stock"), the Board of
           Directors be and hereby is authorized to issue such shares of Series
           B Preferred Stock from time to time and for such consideration and on
           such terms as the Board of Directors shall determine; and subject to
           the limitations provided by law and by the Corporation's Amended and
           Restated Certificate of Incorporation, the powers, designations,
           preferences and relative, participating, optional or other special
           rights, powers or priorities of, and the qualifications, limitations
           or restrictions upon, the Series B Preferred Stock shall be as
           follows:

     1.   Designation.  This series of Preferred Stock, par value $0.01 per
          -----------                                                      
share, shall be designated the "Series B Convertible Preferred Stock"
(hereinafter "Series B Preferred Stock").

     2.   Liquidation, Dissolution or Winding Up.
          -------------------------------------- 

          (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series A
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Corporation available for distribution to its stockholders, after and
subject to the payment in full of all amounts required to be distributed to the
holders of any other class or series of stock of the Corporation ranking on
liquidation prior and in preference to the Series A Preferred Stock, but before
any payment shall be made to the holders of Series B Preferred Stock, Common
Stock or any other class or series of stock ranking on liquidation junior to the
Series A Preferred Stock, by reason of their 
<PAGE>
 
ownership thereof, an amount equal to $10.00 per share (subject to appropriate
adjustment in the event of any stock dividend, stock split, combination or other
similar recapitalization affecting such shares), plus any accrued but unpaid
dividends with respect thereto. If upon any such liquidation, dissolution or
winding up of the Corporation, the remaining assets of the Corporation available
for distribution to its stockholders shall be insufficient to pay the holders of
shares of Series A Preferred Stock the full amount to which they shall be
entitled, the holders of shares of Series A Preferred Stock and any class or
series of stock ranking on liquidation on a parity with the Series A Preferred
Stock shall share ratably in any distribution of the remaining assets and funds
of the Corporation in proportion to the respective amounts which would otherwise
be payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to such shares were paid in full.

          (b) After the payment of all preferential amounts required to be paid
to the holders of Series A Preferred Stock and any other class or series of
stock of the Corporation ranking on liquidation senior to the Series B Preferred
Stock, but before any payment shall be made to the holders of Common Stock or
any other class or series of stock ranking on liquidation junior to the Series B
Preferred Stock upon the liquidation, dissolution or winding up of the
Corporation, the holders of shares of Series B Preferred Stock then outstanding
shall be entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders, by reason of their ownership thereof, an
amount equal to $8.3823 per share (subject to appropriate adjustment in the
event of any stock dividend, stock split, combination or other similar
recapitalization affecting such shares).  If upon any such liquidation,
dissolution or winding up of the Corporation, the remaining assets of the
Corporation available for distribution to its stockholders shall be insufficient
to pay the holders of shares of Series B Preferred Stock the full amount to
which they shall be entitled, the holders of shares of Series B Preferred Stock
and any class or series of stock ranking on liquidation on a parity with the
Series B Preferred Stock shall share ratably in any distribution of the
remaining assets and funds of the Corporation in proportion to the respective
amounts which would otherwise be payable in respect of the shares held by them
upon such distribution if all amounts payable on or with respect to such shares
were paid in full.

          (c) After the payment of all preferential amounts required to be paid
to the holders of Series A Preferred Stock, Series B Preferred Stock and any
other class or series of stock ranking on liquidation senior to the Common
Stock, upon the dissolution, liquidation or winding up of the Corporation, the
holders of shares of Common Stock then outstanding shall be entitled to receive,
on a pro-rata basis the remaining funds and assets of the Corporation available
for distribution to its stockholders.

          (d) With respect to the Series B Preferred Stock, a merger or
consolidation of the Corporation into or with another corporation in which the
holders of the outstanding capital stock of the Corporation immediately prior to
such 
<PAGE>
 
merger or consolidation do not hold a majority of the outstanding capital
stock of the surviving corporation, or the sale of all or substantially all the
assets of the Corporation, shall be deemed to be a liquidation, dissolution or
winding up of the Corporation for purposes of this Section 2 unless the holder
of at least 51% of the then outstanding shares of Series B Preferred Stock elect
to have such events not deemed to be a liquidation, dissolution or winding up of
the Corporation by giving written notice thereof to the Corporation at least ten
(10) days before the effective date of such event.  If such notice is given, the
provisions of Subsection 4(h) below shall apply.  Whenever the distribution
provided for herein shall be paid in property other than cash, the value of such
distribution shall be the fair market value of such property as determined in
good faith by the Board of Directors of the Corporation.

     3.   Voting Power.  Except as otherwise expressly provided herein or as
          ------------                                                      
required by law, each holder of Series B Preferred Stock shall be entitled to
vote on all matters and shall be entitled to that number of votes equal to the
largest number of whole shares of Common Stock into which such holders shares of
Series B Preferred Stock could be converted, pursuant to the provisions of
Section 4 hereof (taking into account all declared but unpaid dividends, if any,
with respect to such Series B Preferred Stock), at the record date for the
determination of stockholders entitled to vote on such matter or, if no such
record date is established, at the date such vote is taken or any written
consent of stockholders is solicited.  Except as otherwise expressly provided
herein or as required by law, the holders of shares of Series A Preferred Stock,
Series B Preferred Stock and of Common Stock shall be entitled to vote together
as a class on all matters.

     4.   Conversion Rights.  The holders of the Series B Preferred Stock shall
          -----------------                                                    
have the following conversion rights:

          (a) General.  Subject to and in compliance with the provisions of this
              -------                                                           
Section 4, any shares of the Series B Preferred Stock, may, at the option of the
holder, be converted at any time or from time to time into fully-paid and non-
assessable shares (calculated as to each conversion to the largest whole share)
of Common Stock. The number of shares of Common Stock to which a holder of
Series B Preferred Stock shall be entitled upon conversion shall be the product
obtained by multiplying the Applicable Conversion Rate (determined as provided
in Section 4(c)) by the number of shares of Series B Preferred Stock being
converted.  Upon conversion of their shares of Series B Preferred Stock into
shares of Common Stock, holders of shares of Series B Preferred Stock shall also
have the option to have all declared but unpaid dividends on such shares of
Series B Preferred Stock converted into shares of Common Stock.  The number of
shares of Common Stock to be received upon the conversion of such declared but
unpaid dividends shall be computed by multiplying the number of shares of Series
B Preferred Stock which could have been purchased with such declared but unpaid
dividends, assuming a Series B Preferred Stock purchase price of $8.3823 per
share, by the Applicable Conversion Rate in effect at the time of such
conversion.
<PAGE>
 
          (b) Conversion Following Underwritten Public Offering.
              ------------------------------------------------- 

          (i) All outstanding shares of Series B Preferred Stock shall, upon the
closing of an underwritten public offering pursuant to an effective registration
statement under the Securities Act of 1933 as amended, covering the offering and
sale of Common Stock for the account of the Company in which the Common Stock is
sold at a price to the public of not less than the amount per share which would
be equal to $10.70 per share (such amount to be equitably adjusted whenever
there shall occur a stock split combination, reclassification or other similar
event affecting the Common Stock) and in which the aggregate gross proceeds
(before deduction of any underwriting discounts, commissions or expenses)
received by the Company from such public offering, shall equal or exceed Fifteen
Million Dollars ($15,000,000), be converted automatically into the number of
shares of Common Stock to which a holder of Series B Preferred Stock shall be
entitled upon conversion pursuant to Section 4(a) hereof without any further
action by such holders and whether or not the certificates representing such
shares are surrendered to the Company or its transfer agent for the Common
Stock.

          (ii)  Upon the occurrence of the conversion specified in Section
4(b)(i), the holders of such Series B Preferred Stock shall surrender the
certificates representing such shares at the office of the Company or of its
transfer agent for the Common Stock.  Thereupon, there shall be issued and
delivered to each such holder a certificate or certificates for the number of
shares of Common Stock into which the shares of the Series B Preferred Stock
surrendered were convertible on the date on which such conversion occurred.  The
Company shall not be obligated to issue certificates evidencing the shares of
Common Stock issuable upon such conversion unless certificates evidencing such
shares of the Series B Preferred Stock being converted are either delivered to
the Company or any such transfer agent or the holder notifies the Company or any
such transfer agent that such certificates have been lost, stolen or destroyed
and executes an agreement satisfactory to the Company to indemnify the Company
from any loss incurred by it in connection therewith.  In addition, the Company
may, if the Board of Directors deems it reasonably necessary, require the holder
to post a bond in connection with such indemnity agreement.

          (c) Applicable Conversion Rate.  The conversion rate in effect at any
              --------------------------                                       
time (the "Applicable Conversion Rate") shall be the quotient obtained by
dividing (i) $8.3823 by (ii) the Applicable Conversion Value, calculated as
provided in Section 4(d).

          (d) Applicable Conversion Value.  The Applicable Conversion Value in
              ---------------------------                                     
effect from time to time, except as adjusted in accordance with Section 4(e)
hereof, shall be $8.3823 as of the date of this Certificate of Series B
Convertible Preferred Stock.
<PAGE>
 
          (e) Adjustments to Applicable Conversion Value.
              ------------------------------------------ 

                  (i) Upon Sales of Common Stock. If the Company shall, while
                      --------------------------                   
there are any shares of Series B Preferred Stock outstanding, issue or sell
shares of its Common Stock without consideration or at a price per share less
than the Applicable Conversion Value in effect immediately prior to such
issuance or sale, then in each such case such Applicable Conversion Value upon
each such issuance or sale, except as hereinafter provided, shall be adjusted to
an amount equal to a fraction:

                       (A) the numerator of which shall be (a) the Applicable
     Conversion Value prior to the issuance multiplied by the number of shares
     of Common Stock outstanding immediately prior to the issuance of such
     additional shares of Common Stock, calculated on a fully diluted basis
     assuming exercise or conversion of all securities exercisable for or
     convertible into Common Stock, whether or not such exercise or conversion
     is unvested or otherwise conditional, plus (b) the price per share of such
     additional shares of Common Stock multiplied by number of such additional
     shares of Common Stock so issued or deemed issued, and

                       (B) the denominator of which shall be (a) the number of
     shares of Common Stock outstanding immediately prior to the issuance of
     such additional shares of Common Stock, calculated on a fully diluted basis
     assuming exercise or conversion of all securities exercisable for or
     convertible into Common Stock, whether or not such exercise or conversion
     is unvested or otherwise conditional, plus (b) the number of such
     additional shares of Common stock so issued or deemed issued.

The Corporation's issuance of shares of Common Stock, or options exercisable
therefor, pursuant to any stock purchase or stock option plan or other
individual or group incentive program of any kind approved by the Board of
Directors to the Corporation's officers, directors, employees or consultants
shall not be deemed an issuance of additional shares of Common Stock and shall
have no effect on the calculations contemplated by this Section 4(e).

     For the purposes of this Section 4(e), the issuance of any warrants,
options, subscriptions or purchase rights with respect to shares of Common Stock
and the issuance of any securities convertible into or exchangeable for shares
of Common Stock (or the issuance of any warrants, options or any rights with
respect to such convertible or exchangeable securities) whether or not such
conversion or exchange is conditional, shall be deemed an issuance at such time
of such Common Stock if the Net Consideration Per Share (as hereinafter
determined) which may be received by the Company for such Common Stock shall be
less than the Applicable Conversion 
<PAGE>
 
Value at the time of such issuance. Any obligation, agreement or undertaking to
issue warrants, options, subscriptions or purchase rights at any time in the
future shall be deemed to be an issuance at any time such obligation, agreement
or undertaking is made or arises. No adjustment of the Applicable Conversion
Value shall be made under this Section 4(e) upon the issuance of any shares of
Common Stock which are issued pursuant to the exercise of any warrants, options
subscriptions or purchase rights or pursuant to the exercise of any conversion
or exchange rights in any convertible securities if any adjustment shall
previously have been made upon the issuance of any such warrants, options or
subscriptions or purchase rights or upon the issuance of any convertible
securities (or upon the issuance of any warrants, options or any rights
therefor) as above provided. Any adjustment of the Applicable Conversion Value
with respect to this paragraph which relates to warrants, options, subscriptions
or purchase rights with respect to shares of Common Stock shall be disregarded
if, as, and when all of such warrants, options, subscriptions or purchase rights
expire or are canceled without being exercised, so that the Applicable
Conversion Value effective immediately upon such cancellation or expiration
shall be equal to the Applicable Conversion Value in effect at the time of the
issuance of the expired or canceled warrants, options, subscriptions or purchase
rights, with such additional adjustments as would have been made to that
Applicable Conversion Value had the expired or canceled warrants, options,
subscriptions or purchase rights not been issued. For purposes of this
paragraph, the "Net Consideration Per Share" which may be received by the
Company shall be determined as follows:

                    (A) The "Net Consideration Per Share" shall mean the amount
               equal to the total amount of consideration, if any, received by
               the Company for the issuance of such warrants, options,
               subscriptions or other purchase rights or convertible or
               exchangeable securities, plus the minimum amount of
               consideration, if any, payable to the Company upon exercise,
               conversion or exchange thereof, divided by the aggregate number
               of shares of Common Stock that would be issued if all such
               warrants, options, subscriptions or other purchase rights or
               convertible or exchangeable securities were exercised, exchanged
               or converted.

                    (B) The "Net Consideration Per Share" which may be received
               by the Company shall be determined in each instance as of the
               date of issuance of warrants, options, subscriptions or other
               purchase rights or convertible or exchangeable securities without
               giving effect to any possible future price adjustments or rate
               adjustments which may be applicable with respect to such
               warrants, options, subscriptions or other purchase rights or
               convertible or exchangeable securities.
<PAGE>
 
     For purposes of this Section 4(e), if a part or all of the consideration
received by the Company in connection with the issuance of shares of the Common
Stock or the issuance of any of the securities described in this Section 4(e)
consists of property other than cash, the Company at its expense will promptly
cause independent public accountants of recognized standing selected by the
Company to value such property, whereupon such value shall be given to such
consideration and shall be recorded on the books of the Company with respect to
receipt of such property.

     This Section 4(e)(i) shall not apply under any of the circumstances which
would constitute an Extraordinary Common Stock Event (as hereinafter defined in
Section 4(e)(ii)).

                  (ii)  Upon an Extraordinary Common Stock Event.  Upon the
                        ----------------------------------------           
happening of an Extraordinary Common Stock Event (as hereinafter defined), the
Applicable Conversion Value shall, simultaneously with the happening of such
Extraordinary Common Stock Event, be adjusted by multiplying the then effective
Applicable Conversion Value by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such
Extraordinary Common Stock Event and the denominator of which shall be the
number of shares of Common Stock outstanding immediately after such
Extraordinary Common Stock event, and the product so obtained shall thereafter
be the Applicable Conversion Value.  The Applicable Conversion Value, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive Extraordinary Common Stock Event or Events.

     "Extraordinary Common Stock Event" shall mean (i) the issue of additional
shares of Common Stock as a dividend or other distribution on outstanding shares
of Common Stock, (ii) the subdivision of outstanding shares of Common Stock into
a greater number of shares of Common Stock, or (iii) the combination of
outstanding shares of the Common Stock into a smaller number of shares of Common
Stock.

          (f) Dividends.  In the event the Company shall make or issue, or fix a
              ---------                                                         
record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in securities of the Company
other than shares of Common Stock or in assets (excluding cash dividends or
distributions), then and in each such event provisions shall be made so that the
holders of Series B Preferred Stock shall receive upon conversion thereof in
addition to the number of shares of Common Stock receivable thereupon the number
of securities or such other assets of the Company which they would have received
had their Series B Preferred Stock been converted into Common Stock on the date
of such event and had they thereafter, during the period from the date of such
event to and including the Conversion Date (as that term is hereafter defined in
Section 4(j)), retained such securities or such other assets receivable by them
as aforesaid during such period, giving application to all adjustments called
for during such period under this Section 4 with respect to the rights of the
holders of the Series B Preferred Stock.
<PAGE>
 
          (g) Recapitalization or Reclassification.  If the Common Stock
              ------------------------------------                      
issuable upon the conversion of the Series B Preferred Stock shall be changed
into the same or a different number of shares of any class or classes of stock
of the Corporation, whether by recapitalization, reclassification or otherwise
(other than a subdivision or combination of shares or stock dividend provided
for elsewhere in this Section 4, or a reorganization, merger, consolidation or
sale of assets provided for elsewhere in this Section 4), then and in each such
event the holder of each share of Series B Preferred Stock shall have the right
thereafter to convert such share into the kind and amount of shares of stock and
other securities and property receivable upon such reorganization,
reclassification or other change by holders of the number of shares of Common
Stock into which such share of Series B Preferred Stock might have been
converted (taking into account all declared and unpaid dividends and interest
with respect to such Series B Preferred Stock) immediately prior to such
reorganization, reclassification or change, all subject to further adjustment as
provided herein.

          (h) Capital Reorganization, Merger or Sale of Assets.  If at any time
              ------------------------------------------------                 
or from time to time there shall be a capital reorganization of the Common Stock
(other than a subdivision, combination, reclassification or exchange of shares
provided for elsewhere in this Section 4) or a merger or consolidation of the
Company with or into another corporation or entity, or the sale of all or
substantially all of the Company's properties and assets to any other person or
persons, then, as a part of such reorganization, merger, consolidation or sale,
provision shall be made so that the holders of the Series B Preferred Stock
shall thereafter be entitled to receive upon conversion of the Series B
Preferred Stock the number of shares of stock or other securities or property of
the Company, or of the successor corporation or entity resulting from such
merger, consolidation or sale, to which such holders would be entitled if they
were holders of the number of shares of Common Stock they were entitled to
receive on conversion of the Series B Preferred Stock held by them immediately
prior to such capital reorganization, merger consolidation, or sale.  In any
such case, appropriate adjustment shall be made in the application of the
provisions of this Section 4 with respect to the rights of the holders of the
Series B Preferred Stock after the reorganization, merger, consolidation or sale
to the end that the provisions of this Section 4 (including adjustment of the
Applicable Conversion Value then in effect and the number of shares purchasable
upon conversion of the Series B Preferred Stock) shall be applicable after that
event in as nearly equivalent a manner as may be practicable.

     Each holder of Series B Preferred Stock upon the occurrence of a capital
reorganization, merger or consolidation of the Company, or the sale of all or
substantially all its assets and properties as such events are more fully set
forth in the first paragraph of this Section 4(h), shall have the option of
electing treatment of his shares of Series B Preferred Stock under either this
Section 4(h) or Section 2(d) hereof, notice of which election shall be submitted
in writing to the Company at its principal offices no later than five (5) days
before the effective date of such event.
<PAGE>
 
          (i) Accountant's Certificate as to Adjustments.  In each case of an
              ------------------------------------------                     
adjustment or readjustment of the Applicable Conversion Rate, the Company will
furnish each holder of Series B Preferred Stock with a certificate, prepared by
its chief financial officer showing such adjustment or readjustment, and stating
in detail the facts upon which such adjustment or readjustment is based.  Upon
the request of any holder, the Company will cause its independent public
accountants to confirm the accuracy of such adjustment or readjustment.

          (j) Exercise of Conversion Privilege.  To exercise his conversion
              --------------------------------                             
privilege, a holder of Series B Preferred Stock shall surrender the certificate
or certificates representing the shares being converted to the Company at its
principal office, and shall give written notice to the Company at that office
that such holder elects to convert such shares.  Such notice shall also state
the name or names (with address or addresses) in which the certificate or
certificates for shares of Common Stock issuable upon such conversion shall be
issued.  The certificate or certificates for shares of Series B Preferred Stock
surrendered for conversion shall be accompanied by proper assignment thereof to
the Company or in blank.  The date when such written notice is received by the
Company, together with the certificate or certificates representing the shares
of Series B Preferred Stock being converted, shall be the "Conversion Date".  As
promptly as practicable after the Conversion Date, the Company shall issue and
shall deliver to the holder of the shares of Series B Preferred Stock being
converted, or on its written order, such certificate or certificates as it may
request for the number of whole shares of Common Stock issuable upon the
conversion of such shares of Series B Preferred Stock in accordance with the
provisions of this Section 4, cash in the amount of all unpaid dividends on such
shares of Series B Preferred Stock, up to and including the Conversion Date,
unless conversion of such unpaid dividends into Common Stock has been elected
and cash, as provided in Section 4(k), in respect of any fraction of a share of
Common Stock issuable upon such conversion.  Such conversion shall be deemed to
have been effected immediately prior to the close of business on the Conversion
Date, and at such time the rights of the holder as holder of the converted
shares of Series B Preferred Stock shall cease and the person or persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the holder
or holders of record of the shares of Common Stock represented thereby.

          (k) Cash in Lieu of Fractional Shares.  No fractional shares of Common
              ---------------------------------                                 
Stock or scrip representing fractional shares shall be issued upon the
conversion of shares of Series B Preferred Stock.  Instead of any fractional
shares of Common Stock which would otherwise be issuable upon conversion of
Series B Preferred Stock, the Company shall pay to the holder of the shares of
Series B Preferred Stock which were converted a cash adjustment in respect of
such fractional shares in an amount equal to the same fraction of the market
price per share of the Common Stock (as determined in a reasonable manner
prescribed by the Board of Directors) at the close of business on the Conversion
Date.  The determination as to whether or not any fractional shares are issuable
shall be based upon the total 
<PAGE>
 
number of shares of Series B preferred Stock being converted at any one time by
any holder thereof, not upon each share of Series B Preferred Stock being
converted.

          (l) Partial Conversion.  In the event some but not all of the shares
              ------------------                                              
of Series B Preferred Stock represented by a certificate or certificates
surrendered by a holder are converted, the Company shall execute and deliver to
or on the order of the holder, at the expense of the Company, a new certificate
representing the number of shares of Series B Preferred Stock which were not
converted.

          (m) Reservation of Common Stock.  The Company shall at all times
              ---------------------------                                 
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of the shares of the
Series B Preferred Stock, such number of its shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
shares of the Series B Preferred Stock and all unpaid dividends thereon, and if
at any time the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the conversion of all then outstanding shares of the
Series B Preferred Stock and all unpaid dividends thereon, the Company shall
take such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose.

     5.   No Reissuance of Series B Preferred Stock.  No share or shares of
          -----------------------------------------                        
Series B Preferred Stock acquired by the Company by reason of purchase or
conversion shall be reissued, and all such shares shall be canceled, retired and
eliminated from the shares which the Company shall be authorized to issue.  The
Company may from time to time take such appropriate corporate action as may be
necessary to reduce the authorized number of shares of the Series B Preferred
Stock accordingly; provided, that this provision shall not be construed to
permit the amendment of this Certificate of Designation with respect to any
matter other than the number of shares of Series B Stock authorized for
issuance, except with the consent of the holders of a majority in interest of
the issued and outstanding Series B Preferred Stock.

     6.   No Dilution or Impairment.  The Company will not, by amendment of its
          -------------------------                                            
Amended and Restated Certificate of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of the Series B Preferred Stock set forth
herein, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or
appropriate in order to protect the rights of the holders of the Series B
Preferred Stock against dilution or other impairment.  Without limiting the
generality of the foregoing, the Company (a) will not increase the par value of
any shares of stock receivable on the conversion of the Series B Preferred Stock
above the amount payable therefor on such conversion, (b) will take all such
action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and non-assessable shares of stock on the
conversion of all Series B Preferred Stock from time to time outstanding and all
accrued and unpaid 
<PAGE>
 
dividends thereon, and (c) will not transfer all or substantially all of its
properties and assets to any other person (corporate or otherwise), or
consolidate with or merge into any other person or permit any such person to
consolidate with or merge into the Company (if the Company is not the surviving
person), unless such other person shall expressly assume in writing and will be
bound by all the terms of the Series B Preferred Stock set forth herein.

     7.   Notices of Record Date.  In the event of
          ----------------------                  

          (a) any taking by the Company of a record 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, 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, or

          (b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company, any merger or
consolidation of the Company, or any transfer of all or substantially all of the
assets of the Company to any other corporation or any other entity or person, or

          (c) any voluntary or involuntary dissolution, liquidation or winding
up of the Company,

then and in each such event the Company shall mail or cause to be mailed to each
holder of Series B Preferred Stock a notice specifying (i) the date on which any
such record is to be taken for the purpose of such dividend, distribution or
right and a description of such dividend, distribution or right, (ii) the date
on which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding up is expected to
become effective, (iii) the time, if any, that is to be fixed, as to when the
holders of record of Common Stock (or other securities) shall be entitled to
exchange their shares of Common Stock (or other securities) for securities or
other property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding up.  Such notice shall be mailed at least twenty (20) days prior to the
date specified in such notice on which such action is to be taken.

     This Certificate of Designation was duly adopted in accordance with the
applicable provisions of Section 151 of the Delaware General Corporation Law.
<PAGE>
 
     IN WITNESS WHEREOF, Engage Technologies, Inc., has caused its corporation
seal to be affixed hereto and this Certificate to be signed by Paul L. Schaut,
its President, and attested by William Williams II, its Assistant Secretary,
this 1st day of August, 1998.


                                    ENGAGE TECHNOLOGIES, INC.


                                    By:  /s/  Paul L. Schaut
                                         -------------------------
                                         Paul L. Schaut, President


ATTEST


By:  /s/  William Williams
     ----------------------------------------
     William Williams II, Assistant Secretary

[Corporate Seal]
<PAGE>
 
                                      AUTHENTICATION:

                                                DATE:


                             CERTIFICATE OF MERGER

                                       of

                                ACCIPITER, INC.

                                      into

                           ENGAGE TECHNOLOGIES, INC.

                          (the surviving corporation)

                     Pursuant to Section 251 of the General
                    Corporation Law of the State of Delaware


     Engage Technologies, Inc. (hereinafter called the "Corporation"), organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:

     FIRST:  That the name and state of incorporation of each of the constituent
corporations of the Merger is as follows:

Name                                 State of Incorporation
----                                 ----------------------
Engage Technologies, Inc.                   Delaware
Accipiter, Inc.                             Delaware

     SECOND:  That an Agreement and Plan of Merger between the parties to the
Merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the General Corporation Law of the State of Delaware.

     THIRD:  That the surviving corporation of the Merger is Engage
Technologies, Inc.

     FOURTH:  The Certificate of Incorporation of Engage Technologies, Inc.
shall become the Certificate of Incorporation of the surviving corporation.
<PAGE>
 
     FIFTH:  That the executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving corporation.  The address of the
principal place of business of the surviving corporation is 100 Brickstone
Square, 1st Floor, Andover, Massachusetts  01810.

     SIXTH:  That a copy of the Agreement and Plan of Merger will be furnished
by the surviving corporation, on request and without costs, to any stockholder
of any constituent corporation.

     IN WITNESS WHEREOF, Engage Technologies, Inc. has caused this Certificate
to be signed by its authorized officer, with effect as of the 6th day of August,
1998.

                                    ENGAGE TECHNOLOGIES, INC.

                                    By:  /s/  Paul L. Schaut
                                         ------------------------
                                         Paul L. Schaut, President

ATTEST

By:  /s/  William Williams
     ----------------------------------------
     William Williams II, Assistant Secretary

[Corporate Seal]
<PAGE>
 
                          CERTIFICATE OF AMENDMENT OF
                    RESTATED CERTIFICATE OF INCORPORATION OF
                           ENGAGE TECHNOLOGIES, INC.


It is hereby certified that:

1.   The name of the corporation is Engage Technologies, Inc. (the
     "Corporation").

2.   The Corporation's Restated Certificate of Incorporation is hereby amended
     by striking out the first paragraph of Article 4 thereof and by
     substituting the following replacement paragraph:

     "The aggregate number of shares of all classes of stock which the
     Corporation is authorized to issue is thirty five million (35,000,000)
     shares, of which five million (5,000,000) shall be shares of Preferred
     Stock, par value $0.01 per share (the "Preferred Stock"), and thirty
     million (30,000,000) shall be shares of Common Stock, par value $0.01 per
     share (the "Common Stock")."

3.   This Certificate of Amendment was duly adopted in accordance with the
     applicable provisions of Sections 242 and 228 of the Delaware General
     Corporation Law.

Signed and attested to on March 24, 1999.


                                        /s/  Paul L. Schaut
                                        ---------------------
                                        Paul L. Schaut
                                        President


ATTEST:


/s/  Michael K. Baker
-----------------------
Michael K. Baker
Secretary