<PAGE>

                                                                     EXHIBIT 3.1


                         CERTIFICATE OF INCORPORATION

                                      OF

                      MOTHER NATURE'S GENERAL STORE, INC.

                                  * * * * * *

     FIRST.    The name of the corporation is Mother Nature's General Store,
Inc. (the "Corporation").

     SECOND.   The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, New Castle
County, Delaware 19801.  The name of its registered agent at such address is The
Corporation Trust Company.

     THIRD.    The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

     FOURTH.   The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is 87,490,000, consisting of
40,000,000 shares of Common Stock, par value $.01 per share (the "Common
Stock"), and47,490,000 shares of Preferred Stock, par value $.01 per share
("Preferred Stock"), of which 23,745,000 shares shall be designated Series A
Convertible Preferred Stock (the "Series A Convertible Preferred Stock") and
23,745,000 shares shall be undesignated Preferred Stock (the "Undesignated
Preferred Stock").

       The Undesignated Preferred Stock may be designated and issued in one or
more series by action of the Board of Directors with such rights, designations
and preferences set forth in paragraph A.8 of this Certificate of Incorporation
and may only be issued pursuant to paragraph A.8. Each series of Preferred Stock
shall be so designated as to distinguish the shares thereof from the shares of
all other series and classes.

                    A. SERIES A CONVERTIBLE PREFERRED STOCK

   1.  Number of Shares.  The series of Preferred Stock designated and known as
       ----------------
"Series A Convertible Preferred Stock" shall consist of 23,745,000 shares.

   2.  Voting.
       ------

       2A.  General.  Except as may be otherwise provided in this Certificate of
            -------
Incorporation or by law, the Series A Convertible Preferred Stock shall vote
together with all other classes and series of stock of the Corporation as a
single class on all actions to be taken by the stockholders of the Corporation,
including, but not limited to actions amending the Certificate of Incorporation
of the Corporation to increase the number of authorized shares of
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                                      -2-


Common Stock. Each share of Series A Convertible Preferred Stock shall entitle
the holder thereof to such number of votes per share on each such action as
shall equal the number of shares of Common Stock (including fractions of a
share) into which each share of Series A Convertible Preferred Stock is then
convertible.

       2B.  Board Size.  For so long as at least 50% of the shares of Series A
            ----------
Convertible Preferred Stock issued pursuant to that certain Series A Convertible
Preferred Stock Purchase Agreement dated as of June 10, 1998 by and between the
Corporation and the other parties named therein (the "Purchase Agreement")
remain outstanding (including any shares of Undesignated Preferred Stock issued
pursuant to paragraph 8) (appropriately adjusted to reflect any stock split,
stock dividend or otherwise with respect to the Series A Convertible Preferred
Stock), the Corporation shall not, without the written consent or affirmative
vote of the holders of greater than fifty percent (50%) of the then outstanding
shares of Series A Convertible Preferred Stock (including any shares of
Undesignated Preferred Stock issued pursuant to paragraph 8), given in writing
or by vote at a meeting, consenting or voting (as the case may be) separately as
a series, increase the maximum number of directors constituting the Board of
Directors to a number in excess of seven (7).

       2C.  Board Seats.  For only so long as at least 75% of the shares of
            -----------
Series A Convertible Preferred Stock issued pursuant to the Purchase Agreement
remain outstanding  (including any shares of Undesignated Preferred Stock issued
pursuant to paragraph 8) (appropriately adjusted to reflect any stock split,
stock dividend or otherwise with respect to the Series A Convertible Preferred
Stock), the holders of the Series A Convertible Preferred Stock (including any
shares of Undesignated Preferred Stock issued pursuant to paragraph 8), voting
as a separate series, shall be entitled to elect four (4) directors of the
Corporation.  The holders of the Common Stock, voting as a separate class, shall
be entitled to elect all of the remaining directors of the Corporation.  At any
meeting (or in a written consent in lieu thereof) held for the purpose of
electing directors, the presence in person or by proxy (or the written consent)
of the holders of a majority of the shares of Series A Convertible Preferred
Stock then outstanding  (including any shares of Undesignated Preferred Stock
issued pursuant to paragraph 8) shall constitute a quorum of the Series A
Convertible Preferred Stock for the election of directors to be elected solely
by the holders of the Series A Convertible Preferred Stock.  A vacancy in any
directorship elected by the holders of the Series A Convertible Preferred Stock
shall be filled only by vote or written consent of the holders of the Series A
Convertible Preferred Stock (including any shares of Undesignated Preferred
Stock issued pursuant to paragraph 8), and a vacancy in any directorship elected
by the holders of the Common Stock shall be filled only by vote or written
consent of the holders of the Common Stock.

   3.  Dividends.  The holders of the Series A Convertible Preferred Stock shall
       ---------
be entitled to receive, out of funds legally available therefor, when and if
declared by the Board of Directors, quarterly dividends at the rate per annum of
$.0186 per share (the "Series A Dividends").  The Series A Dividends shall not
be cumulative.  No dividends shall be declared with respect to the Series A
Convertible Preferred Stock unless and solely to the extent that the same
dividend (on an as-converted basis) is declared with respect to the Common
Stock; provided, however, that the Corporation shall pay any such dividends in
       --------  -------
full first to the holders of the Series A Convertible Preferred Stock before any
such dividends are paid to the holders of Common Stock.
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                                      -3-

   4.  Liquidation.  Upon any liquidation, dissolution or winding up of the
       -----------
Corporation, whether voluntary or involuntary, distributions to the stockholders
of the Corporation shall be made in the following manner:

       4A.  The holders of the shares of Series A Convertible Preferred Stock
shall first be entitled, before any distribution or payment is made upon any
stock ranking on liquidation junior to the Series A Convertible Preferred Stock,
to be paid an amount equal to $0.31 per share plus, in the case of each share,
an amount equal to all Series A Dividends declared but unpaid thereon and any
other dividends declared but unpaid thereon, computed to the date payment
thereof is made available, such amount payable with respect to one share of
Series A Convertible Preferred Stock being sometimes referred to as the
"Liquidation Preference Payment" and with respect to all shares of Series A
Convertible Preferred Stock being sometimes referred to as the "Liquidation
Preference Payments". If upon such liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the assets to be distributed
among the holders of Series A Convertible Preferred Stock shall be insufficient
to permit payment in full to the holders of Series A Convertible Preferred Stock
of the Liquidation Preference Payments, then the entire assets of the
Corporation to be so distributed shall be distributed ratably among the holders
of Series A Convertible Preferred Stock.

       4B.  Upon any such liquidation, dissolution or winding up of the
Corporation, immediately after the holders of Series A Convertible Preferred
Stock shall have been paid in full the Liquidation Preference Payments set forth
in subparagraph 4A above, the remaining net assets of the Corporation available
for distribution shall be distributed ratably among the holders of Series A
Convertible Preferred Stock and Common Stock (with each share of Series A
Convertible Preferred Stock being deemed, for such purpose, to be equal to the
number of shares of Common Stock (including fractions of a share) into which
such share of Series A Convertible Preferred Stock is convertible immediately
prior to the close of business on the business day fixed for such distribution);
provided that after the holders of Series A Convertible Preferred Stock have
received total distributions equal to $2.17 per share pursuant to this
subparagraph 4B (as adjusted for stock splits and the like), there shall be no
further distributions to the holders of the Series A Convertible Preferred Stock
and all then-remaining assets of the Corporation shall be distributed to the
holders of Common Stock.  Nothing contained herein, however, shall limit the
right of the holders of the Series A Convertible Preferred Stock to elect to
convert their shares of Series A Convertible Preferred Stock into shares Common
Stock pursuant to subparagraph 6A hereof.

       4C.  Written notice of any such liquidation, dissolution or winding up,
stating a payment date, the amount of the Liquidation Preference Payments and
the place where said Liquidation Preference Payments shall be payable, shall be
delivered in person, mailed by certified or registered mail, return receipt
requested, or sent by telecopier or telex, not less than 20 days prior to the
payment date stated therein, to the holders of record of Series A Convertible
Preferred Stock, such notice to be addressed to each such holder at its address
as shown by the records of the Corporation.  The consolidation or merger of the
Corporation into or with any other entity or entities which results in the
exchange of outstanding shares of the Corporation for securities or other
consideration issued or paid or caused to be issued or paid by any such entity
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                                      -4-

or affiliate thereof (other than a merger to reincorporate the Corporation in a
different jurisdiction), and the sale, lease, abandonment, transfer or other
disposition by the Corporation of all or substantially all its assets, shall be
deemed to be a liquidation, dissolution or winding up of the Corporation within
the meaning of the provisions of this paragraph 4.  For purposes hereof, the
Common Stock shall rank on liquidation junior to the Series A Convertible
Preferred Stock.  Whenever the distribution provided for in this paragraph 4
shall be payable 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.

   5.  Restrictions.  For so long as at least 50% of the shares of Series A
       ------------
Convertible Preferred Stock issued pursuant to the Purchase Agreement remain
outstanding (including any shares of Undesignated Preferred Stock issued
pursuant to paragraph 8) (appropriately adjusted to reflect any stock split,
stock dividend or otherwise with respect to the Series A Convertible Preferred
Stock), except where the vote or written consent of the holders of a greater
number of shares of the Corporation is required by law or by the Certificate of
Incorporation, and in addition to any other vote required by law or this
Certificate of Incorporation, without the approval of the holders of greater
than fifty percent (50%) of the then outstanding shares of Series A Convertible
Preferred Stock (including any shares of Undesignated Preferred Stock issued
pursuant to paragraph 8), given in writing or by vote at a meeting, consenting
or voting (as the case may be) separately as a series, the Corporation will not:

       5A.  Create or authorize the creation of any additional class or series
of shares of stock unless the same ranks junior to the Series A Convertible
Preferred Stock as to the distribution of assets on the liquidation, dissolution
or winding up of the Corporation, or increase the authorized amount of the
Series A Convertible Preferred Stock or increase the authorized amount of any
additional class or series of shares of stock unless the same ranks junior to
the Series A Convertible Preferred Stock as to the distribution of assets on the
liquidation, dissolution or winding up of the Corporation, or create or
authorize any obligation or security convertible into shares of Series A
Convertible Preferred Stock or into shares of any other class or series of stock
unless the same ranks junior to the Series A Convertible Preferred Stock as to
the distribution of assets on the liquidation, dissolution or winding up of the
Corporation, whether any such creation, authorization or increase shall be by
means of amendment to the Certificate of Incorporation or by merger,
consolidation or otherwise;

       5B.  Consent to any liquidation, dissolution or winding up of the
Corporation or consolidate or merge into or with any other entity or entities or
sell, lease, abandon, transfer or otherwise dispose of all or substantially all
its assets;

       5C.  Amend, alter or repeal its Certificate of Incorporation if the
effect would be materially adverse in any manner with respect to the rights of
the holders of the Series A Convertible Preferred Stock hereunder;

       5D.  Purchase or set aside any sums for the purchase of, or pay any
dividend or make any distribution on, any shares of stock other than the Series
A Convertible Preferred Stock, except for dividends or other distributions
payable on the Common Stock solely in the form of additional shares of Common
Stock and except for the purchase of shares of Common
<PAGE>

                                      -5-

Stock (i) pursuant to the terms of that certain Stockholders Agreement dated as
of June 10, 1998 (the "Stockholders Agreement") by and between the Corporation
and the other parties named therein, or (ii) from former employees of the
Corporation, if each such purchase is made pursuant to contractual rights held
by the Corporation relating to the termination of employment of such former
employee and the purchase price does not exceed the original issue price paid by
such former employee to the Corporation for such shares; or

       5E.  Redeem or otherwise acquire any shares of Series A Convertible
Preferred Stock except pursuant to the Stockholders Agreement or pursuant to a
purchase offer made pro rata to all holders of the shares of Series A
Convertible Preferred Stock on the basis of the aggregate number of outstanding
shares of Series A Convertible Preferred Stock then held by each such holder.

       Notwithstanding anything herein to the contrary, the provisions of this
paragraph 5 shall not apply to the creation of a series of Preferred Stock in
accordance with the provisions of paragraph 8 hereof;

   6.  Conversions.  The holders of shares of Series A Convertible Preferred
       -----------
Stock shall have the following conversion rights:

       6A.  Right to Convert.  Subject to the terms and conditions of this
            ----------------
paragraph 6, the holder of any share or shares of Series A Convertible Preferred
Stock shall have the right, at its option at any time, to convert any of such
shares of Series A Convertible Preferred Stock (except that upon any liquidation
of the Corporation the right of conversion shall terminate at the close of
business on the business day fixed for payment of the amount distributable on
the Series A Convertible Preferred Stock) into such number of fully paid and
nonassessable shares of Common Stock as is obtained by (i) multiplying the
number of shares of Series A Convertible Preferred Stock so to be converted by
$0.31 and (ii) dividing the result by the conversion price of $0.31 per share
or, in case an adjustment of such price has taken place pursuant to the further
provisions of this paragraph 6, then by the conversion price as last adjusted
and in effect at the date any share or shares of Series A Convertible Preferred
Stock are surrendered for conversion (such price, or such price as last
adjusted, being referred to as the "Conversion Price"). Such rights of
conversion shall be exercised by the holder thereof by giving written notice
that the holder elects to convert all of the shares of Series A Convertible
Preferred Stock held by such holder into Common Stock and by surrender of a
certificate or certificates for the shares so to be converted to the Corporation
at its principal office (or such other office or agency of the Corporation as
the Corporation may designate by notice in writing to the holders of the Series
A Convertible Preferred Stock) at any time during its usual business hours on
the date set forth in such notice, together with a statement of the name or
names (with address) in which the certificate or certificates for shares of
Common Stock shall be issued.

       6B.  Issuance of Certificates; Time Conversion Effected.  Promptly after
            --------------------------------------------------
the receipt of the written notice referred to in subparagraph 6A and surrender
of the certificate or certificates for the share or shares of Series A
Convertible Preferred Stock to be converted, the Corporation shall issue and
deliver, or cause to be issued and delivered, to the holder, registered in such
name or names as such holder may direct, a certificate or certificates for the
number of whole shares of
<PAGE>

                                      -6-

Common Stock issuable upon the conversion of such share or shares of Series A
Convertible Preferred Stock. To the extent permitted by law, such conversion
shall be deemed to have been effected and the Conversion Price shall be
determined as of the close of business on the date on which such written notice
shall have been received by the Corporation and the certificate or certificates
for such share or shares shall have been surrendered as aforesaid, and at such
time the rights of the holder of such share or shares of Series A Convertible
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 represented thereby.

       6C.  Fractional Shares; Dividends; Partial Conversion.  No fractional
            ------------------------------------------------
shares shall be issued upon conversion of Series A Convertible Preferred Stock
into Common Stock and no payment or adjustment shall be made upon any conversion
on account of any cash dividends on the Common Stock issued upon such
conversion.  At the time of each conversion, the Corporation shall pay in cash
an amount equal to all dividends, excluding Series A Dividends, accrued and
unpaid on the shares of Series A Convertible Preferred Stock surrendered for
conversion to the date upon which such conversion is deemed to take place as
provided in subparagraph 6B.  In case the number of shares of Series A
Convertible Preferred Stock represented by the certificate or certificates
surrendered pursuant to subparagraph 6A exceeds the number of shares converted,
the Corporation shall, upon such conversion, execute and deliver to the holder,
at the expense of the Corporation, a new certificate or certificates for the
number of shares of Series A Convertible Preferred Stock represented by the
certificate or certificates surrendered which are not to be converted.  If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this subparagraph 6C, be delivered upon such conversion, the
Corporation, in lieu of delivering such fractional share, shall pay to the
holder surrendering the Series A Convertible Preferred Stock for conversion an
amount in cash equal to the current market price of such fractional share as
determined in good faith by the Board of Directors of the Corporation.

       6D.  Adjustment of Price Upon Issuance of Common Stock.  Except as
            -------------------------------------------------
provided in subparagraph 6E and subject to paragraph 8 hereof, if and whenever
the Corporation shall issue or sell, or is, in accordance with subparagraphs
6D(1) through 6D(7), deemed to have issued or sold, any shares of Common Stock
for a consideration per share less than the Conversion Price in effect
immediately prior to the time of such issue or sale, then, forthwith upon such
issue or sale, the Conversion Price shall be reduced to the price determined by
dividing (i) an amount equal to the sum of (a) the number of shares of Common
Stock outstanding immediately prior to such issue or sale multiplied by the then
existing Conversion Price and (b) the consideration, if any, received by the
Corporation upon such issue or sale, by (ii) the total number of shares of
Common Stock outstanding immediately after such issue or sale; provided,
                                                               --------
however, that, for the purpose of this subparagraph 6D, all shares of Common
-------
Stock issuable upon conversion of shares of Series A Convertible Preferred Stock
outstanding immediately prior to such issue shall be deemed to be outstanding,
and immediately after any additional shares of Common Stock are deemed issued
pursuant to subparagraph 6D(1) or 6D(2) (and notwithstanding the provisions of
subparagraph 6E), such additional shares of Common Stock shall be deemed to be
outstanding.
<PAGE>

                                      -7-

   For purposes of this subparagraph 6D, the following subparagraphs 6D(1) to
6D(7) shall also be applicable:

            6D(1)   Issuance of Rights or Options.  In case at any time the
                    -----------------------------
   Corporation shall in any manner grant (whether directly or by assumption in a
   merger or otherwise) any warrants or other rights to subscribe for or to
   purchase, or any options for the purchase of, Common Stock or any stock or
   security convertible into or exchangeable for Common Stock (such warrants,
   rights or options being called "Options" and such convertible or exchangeable
   stock or securities being called "Convertible Securities") whether or not
   such Options or the right to convert or exchange any such Convertible
   Securities are immediately exercisable, and the price per share for which
   Common Stock is issuable upon the exercise of such Options or upon the
   conversion or exchange of such Convertible Securities (determined by dividing
   (i) the total amount, if any, received or receivable by the Corporation as
   consideration for the granting of such Options, plus the minimum aggregate
   amount of additional consideration payable to the Corporation upon the
   exercise of all such Options, plus, in the case of such Options which relate
   to Convertible Securities, the minimum aggregate amount of additional
   consideration, if any, payable upon the issue or sale of such Convertible
   Securities and upon the conversion or exchange thereof, by (ii) the total
   maximum number of shares of Common Stock issuable upon the exercise of such
   Options or upon the conversion or exchange of all such Convertible Securities
   issuable upon the exercise of such Options) shall be less than the Conversion
   Price in effect immediately prior to the time of the granting of such
   Options, then the total maximum number of shares of Common Stock issuable
   upon the exercise of such Options or upon conversion or exchange of the total
   maximum amount of such Convertible Securities issuable upon the exercise of
   such Options shall be deemed to have been issued for such price per share as
   of the date of granting of such Options or the issuance of such Convertible
   Securities and thereafter shall be deemed to be outstanding.  Except as
   otherwise provided in subparagraph 6D(3), no adjustment of the Conversion
   Price shall be made upon the actual issue of such Common Stock or of such
   Convertible Securities upon exercise of such Options or upon the actual issue
   of such Common Stock upon conversion or exchange of such Convertible
   Securities.

            6D(2)   Issuance of Convertible Securities.  In case the Corporation
                    ----------------------------------
   shall in any manner issue (whether directly or by assumption in a merger or
   otherwise) or sell any Convertible Securities, whether or not the rights to
   exchange or convert any such Convertible Securities are immediately
   exercisable, and the price per share for which Common Stock is issuable upon
   such conversion or exchange (determined by dividing (i) the total amount
   received or receivable by the Corporation as consideration for the issue or
   sale of such Convertible Securities, plus the minimum aggregate amount of
   additional consideration, if any, payable to the Corporation upon the
   conversion or exchange thereof, by (ii) the total maximum number of shares of
   Common Stock issuable upon the conversion or exchange of all such Convertible
   Securities) shall be less than the Conversion Price in effect immediately
   prior to the time of such issue or sale, then the total maximum number of
   shares of Common Stock issuable upon conversion or exchange of all such
   Convertible Securities shall be deemed to have been issued for such price per
   share as of the date of the issue or sale of such Convertible Securities and
   thereafter shall be deemed to be
<PAGE>

                                      -8-

   outstanding, provided that (a) except as otherwise provided in subparagraph
   6D(3), no adjustment of the Conversion Price shall be made upon the actual
   issue of such Common Stock upon conversion or exchange of such Convertible
   Securities and (b) if any such issue or sale of such Convertible Securities
   is made upon exercise of any Options to purchase any such Convertible
   Securities for which adjustments of the Conversion Price have been or are to
   be made pursuant to other provisions of this subparagraph 6D, no further
   adjustment of the Conversion Price shall be made by reason of such issue or
   sale.

            6D(3)  Change in Option Price or Conversion Rate.  Upon the
                   -----------------------------------------
   happening of any of the following events, namely, if the purchase price
   provided for in any Option referred to in subparagraph 6D(1), the additional
   consideration, if any, payable upon the conversion or exchange of any
   Convertible Securities referred to in subparagraph 6D(1) or 6D(2), or the
   rate at which Convertible Securities referred to in subparagraph 6D(1) or
   6D(2) are convertible into or exchangeable for Common Stock shall change at
   any time (including, but not limited to, changes under or by reason of
   provisions designed to protect against dilution), the Conversion Price in
   effect at the time of such event shall forthwith be readjusted to the
   Conversion Price which would have been in effect at such time had such
   Options or Convertible Securities still outstanding provided for such changed
   purchase price, additional consideration or conversion rate, as the case may
   be, at the time initially granted, issued or sold; and on the termination of
   any such Option or any such right to convert or exchange such Convertible
   Securities, the Conversion Price then in effect hereunder shall forthwith be
   increased to the Conversion Price which would have been in effect at the time
   of such termination had such Option or Convertible Securities, to the extent
   outstanding immediately prior to such termination, never been issued.

            6D(4)  Stock Dividends.  In case the Corporation shall declare a
                   ---------------
   dividend or make any other distribution upon any stock of the Corporation
   (other than the Common Stock) payable in Common Stock, Options or Convertible
   Securities, then any Common Stock, Options or Convertible Securities, as the
   case may be, issuable in payment of such dividend or distribution shall be
   deemed to have been issued or sold without consideration.

            6D(5)  Consideration for Stock.  In case any shares of Common Stock,
                   -----------------------
   Options or Convertible Securities shall be issued or sold for cash, the
   consideration received therefor shall be deemed to be the amount received by
   the Corporation therefor, without deduction therefrom of any expenses
   incurred or any underwriting commissions or concessions paid or allowed by
   the Corporation in connection therewith.  In case any shares of Common Stock,
   Options or Convertible Securities shall be issued or sold for a consideration
   other than cash, the amount of the consideration other than cash received by
   the Corporation shall be deemed to be the fair value of such consideration as
   determined in good faith by the Board of Directors of the Corporation,
   without deduction of any expenses incurred or any underwriting commissions or
   concessions paid or allowed by the Corporation in connection therewith.  In
   case any Options shall be issued in connection with the issue and sale of
   other securities of the Corporation, together comprising one integral
   transaction in which no specific consideration is allocated to such Options
   by the parties thereto, such Options shall be deemed to have been issued for
   such consideration as determined in good faith by the Board of Directors of
   the Corporation.
<PAGE>

                                      -9-

            6D(6)  Record Date.  In case the Corporation shall take a record of
                   -----------
   the holders of its Common Stock for the purpose of entitling them (i) to
   receive a dividend or other distribution payable in Common Stock, Options or
   Convertible Securities or (ii) to subscribe for or purchase Common Stock,
   Options or Convertible Securities, then such record date shall be deemed to
   be the date of the issue or sale of the shares of Common Stock deemed to have
   been issued or sold upon the declaration of such dividend or the making of
   such other distribution or the date of the granting of such right of
   subscription or purchase, as the case may be.

            6D(7)  Treasury Shares.  The number of shares of Common Stock
                   ---------------
   outstanding at any given time shall not include shares owned or held by or
   for the account of the Corporation, and the disposition of any such shares
   shall be considered an issue or sale of Common Stock for the purpose of this
   subparagraph 6D.

       6E.  Certain Issues of Common Stock Excepted.  Anything herein to the
            ---------------------------------------
contrary notwithstanding, the Corporation shall not be required to make any
adjustment of the Conversion Price in the case of the issuance from and after
the date of filing of these terms of the Series A Convertible Preferred Stock of
(i) shares of Common Stock (or options to purchase such shares) pursuant to
agreements or plans adopted by the Board of Directors of the Corporation to
directors, officers, employees or consultants of the Corporation in connection
with their service as directors of the Corporation, their employment by the
Corporation or their retention as consultants by the Corporation, (ii) shares of
Common Stock issued upon the exercise of Common Stock Purchase Warrants
outstanding as of the date of the initial issuance of the Series A Convertible
Preferred Stock, (iii) solely in consideration for the acquisition (whether by
merger or otherwise) by the Corporation or any of its subsidiaries of all or
substantially all of the stock or assets of any other entity, (iv) shares of
capital stock, or options or warrants therefor, to be issued subject to the
approval of the Corporation's Board of Directors to equipment leasing
organizations in connection with equipment leasing arrangements to which the
Corporation is or shall become a party, and (v) shares of any series Preferred
Stock issued pursuant to paragraph 8 hereof.

       6F.  Subdivision or Combination of Common Stock.  In case the Corporation
            ------------------------------------------
shall at any time subdivide (by any stock split, stock dividend or otherwise)
its outstanding shares of Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision shall be
proportionately reduced, and, conversely, in case the outstanding shares of
Common Stock shall be combined into a smaller number of shares, the Conversion
Price in effect immediately prior to such combination shall be proportionately
increased.  In the case of any such subdivision, no further adjustment shall be
made pursuant to subparagraph 6D(4) by reason thereof.

       6G.  Reorganization or Reclassification.  If any capital reorganization,
            ----------------------------------
reclassification, recapitalization, consolidation, merger, sale of all or
substantially all of the Corporation's assets or other similar transaction (any
such transaction being referred to herein as an "Organic Change") shall be
effected in such a way that holders of Common Stock shall be entitled to receive
(either directly or upon subsequent liquidation) stock, securities or assets
with
<PAGE>

                                      -10-

respect to or in exchange for Common Stock, then, as a condition of such Organic
Change, lawful and adequate provisions shall be made whereby each holder of a
share or shares of Series A Convertible Preferred Stock shall thereupon have the
right to receive, upon the basis and upon the terms and conditions specified
herein and in lieu of or in addition to, as the case may be, the shares of
Common Stock immediately theretofore receivable upon the conversion of such
share or shares of Series A Convertible Preferred Stock, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for a number of outstanding shares of such Common Stock equal to the number of
shares of such Common Stock immediately theretofore receivable upon such
conversion had such Organic Change not taken place, and in any case of a
reorganization or reclassification only appropriate provisions shall be made
with respect to the rights and interests of such holder to the end that the
provisions hereof (including without limitation provisions for adjustments of
the Conversion Price) shall thereafter be applicable, as nearly as may be, in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise of such conversion rights.

       6H.  [Reserved].

       6I.  Notice of Adjustment.  Upon any adjustment of the Conversion Price,
            --------------------
then and in each such case the Corporation shall give written notice thereof, by
delivery in person, certified or registered mail, return receipt requested,
telecopier or telex, addressed to each holder of shares of Series A Convertible
Preferred Stock at the address of such holder as shown on the books of the
Corporation, which notice shall state the Conversion Price resulting from such
adjustment, setting forth in reasonable detail the method upon which such
calculation is based.

       6J.  Other Notices.  In case at any time:
            -------------

            (1) the Corporation shall declare any dividend upon its Common Stock
   payable in cash or stock or make any other distribution to the holders of its
   Common Stock;

            (2) the Corporation shall offer for subscription pro rata to the
                                                             --- ----
   holders of its Common Stock any additional shares of stock of any class or
   other rights;

            (3) there shall be any capital reorganization or reclassification of
   the capital stock of the Corporation, or a consolidation or merger of the
   Corporation with or into another entity or entities, or a sale, lease,
   abandonment, transfer or other disposition of all or substantially all its
   assets; or

            (4) there shall be a voluntary or involuntary dissolution,
   liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by delivery
in person, certified or registered mail, return receipt requested, telecopier or
telex, addressed to each holder of any shares of Series A Convertible Preferred
Stock at the address of such holder as shown on the books of the Corporation,
(a) at least 20 days' prior written notice of the date on which the books of the
Corporation shall close or a record shall be taken for such dividend,
distribution or subscription rights or for determining rights to vote in respect
of any such reorganization,
<PAGE>

                                      -11-

reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding up and (b) in the case of any such reorganization, reclassification,
consolidation, merger, disposition, dissolution, liquidation or winding up, at
least 20 days' prior written notice of the date when the same shall take place.
Such notice in accordance with the foregoing clause (a) shall also specify, in
the case of any such dividend, distribution or subscription rights, the date on
which the holders of Common Stock shall be entitled thereto and such notice in
accordance with the foregoing clause (b) shall also specify the date on which
the holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding up, as the case may be.

       6K.  Stock to be Reserved.  The Corporation will at all times reserve and
            --------------------
keep available out of its authorized Common Stock, solely for the purpose of
issuance upon the conversion of Series A Convertible Preferred Stock as herein
provided, such number of shares of Common Stock as shall then be issuable upon
the conversion of all outstanding shares of Series A Convertible Preferred
Stock.  The Corporation covenants that all shares of Common Stock which shall be
so issued shall be duly and validly issued and fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue thereof, and,
without limiting the generality of the foregoing, the Corporation covenants that
it will from time to time take all such action as may be requisite to assure
that the par value per share of the Common Stock is at all times equal to or
less than the Conversion Price in effect at the time.  The Corporation will take
all such action as may be necessary to assure that all such shares of Common
Stock may be so issued without violation of any applicable law or regulation, or
of any requirement of any national securities exchange upon which the Common
Stock may be listed.

       6L.  No Reissuance of Series A Convertible Preferred Stock.  Shares of
            -----------------------------------------------------
Series A Convertible Preferred Stock which are converted into shares of Common
Stock as provided herein shall not be reissued.

       6M.  Issue Tax.  The issuance of certificates for shares of Common Stock
            ---------
upon conversion of Series A Convertible Preferred Stock shall be made without
charge to the holders thereof for any issuance tax in respect thereof, provided
that the Corporation shall not be required to pay any tax which may be payable
in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Series A Convertible
Preferred Stock which is being converted.

       6N.  Closing of Books.  The Corporation will at no time close its
            ----------------
transfer books against the transfer of any Series A Convertible Preferred Stock
or of any shares of Common Stock issued or issuable upon the conversion of any
shares of Series A Convertible Preferred Stock in any manner which interferes
with the timely conversion of such Series A Convertible Preferred Stock, except
as may otherwise be required to comply with applicable securities laws.

       6O.  Definition of Common Stock.  As used in this paragraph 6, the term
            --------------------------
"Common Stock" shall mean and include the Corporation's authorized Common Stock,
par value $0.01 per share, as constituted on the date of filing of these terms
of the Series A Convertible Preferred Stock, and shall also include any capital
stock of any class of the Corporation thereafter author-
<PAGE>

                                      -12-

ized which shall not be limited to a fixed sum or percentage in respect of the
rights of the holders thereof to participate in dividends or in the distribution
of assets upon the voluntary or involuntary liquidation, dissolution or winding
up of the Corporation; provided that the shares of Common Stock receivable upon
conversion of shares of Series A Convertible Preferred Stock shall include only
shares designated as Common Stock of the Corporation on the date of filing of
this instrument, or in case of any reorganization or reclassification of the
outstanding shares thereof, the stock, securities or assets provided for in
subparagraph 6G.

       6P.  Mandatory Conversion on Public Offering.  If at any time the
            ---------------------------------------
Corporation shall effect a firm commitment underwritten public offering (the
"Initial Public Offering") of shares of Common Stock in which (i) the aggregate
price paid for such shares by the public shall be at least $7,500,000 and (ii)
the price paid by the public for such shares shall be at least $.93 per share
(appropriately adjusted to reflect the occurrence of any event described in
subparagraph 6F), then effective upon the closing of the sale of such shares by
the Corporation pursuant to such public offering, all outstanding shares of
Series A Convertible Preferred Stock shall automatically convert to shares of
Common Stock on the basis set forth in this paragraph 6.  Holders of shares of
Series A Convertible Preferred Stock so converted may deliver to the Corporation
at its principal office (or such other office or agency of the Corporation as
the Corporation may designate by notice in writing to such holders) during its
usual business hours, the certificate or certificates for the shares so
converted.  As promptly as practicable thereafter, the Corporation shall issue
and deliver to such holder a certificate or certificates for the number of whole
shares of Common Stock to which such holder is entitled, together with any cash
dividends and payment in lieu of fractional shares to which such holder may be
entitled pursuant to subparagraph 6C.  Until such time as a holder of shares of
Series A Convertible Preferred Stock shall surrender his or its certificates
therefor as provided above, such certificates shall be deemed to represent the
shares of Common Stock to which such holder shall be entitled upon the surrender
thereof.

       6Q.  Mandatory Conversion in Certain Circumstances.  In the event that,
            ---------------------------------------------
at any time, 75% or more of the shares of the Series A Convertible Preferred
Stock issued pursuant to the Purchase Agreement shall have been converted into
fully paid and nonassessable shares of Common Stock, all of the remaining shares
of Series A Convertible Preferred Stock shall be deemed to be converted
automatically into fully paid and nonassessable shares of Common Stock, in the
manner and on the basis set forth in this paragraph 6.

   7.  Amendments.  No provision of these terms of the Series A Convertible
       ----------
Preferred Stock may be amended, modified or waived without the written consent
or affirmative vote of the holders of greater than fifty percent (50%) of the
then outstanding shares of Series A Convertible Preferred Stock.

   8.  Special Mandatory Conversion.  (a)  If any holder of shares of Series A
       ----------------------------
Convertible Preferred Stock is entitled or otherwise afforded the right to
exercise the right of first refusal as set forth in paragraph 4 of the
Stockholders Agreement (the "Right of First Refusal") with respect to any equity
financing (the "Equity Financing") of the Corporation which would result in the
reduction of the Conversion Price, and (i) the Corporation has fully complied in
all respects with its obligations pursuant to paragraph 4 of the Stockholders
Agreement in respect
<PAGE>

                                      -13-

thereof, (ii) the provisions of the Right of First Refusal set forth in
paragraph 4 of the Stockholders Agreement have not been waived at the written
request of the Corporation by such holder, and (iii) the holder is not
prohibited by law or government regulation from participating in the Equity
Financing, and if such holder (a "Non-Participating Holder") does not by
exercise of such holder's Right of First Refusal acquire such holder's Special
Proportionate Percentage (as hereinafter defined) of the Allocated Offered
Securities (as hereinafter defined) offered to the holders of the Series A
Convertible Preferred Stock in such Equity Financing (a "Mandatory Offering"),
all of such holder's shares of Series A Convertible Preferred Stock shall
automatically and without further action on the part of such holder be converted
effective subject to and concurrently with the consummation of the Mandatory
Offering (the "Mandatory Offering Date") as follows: all shares of Series A
Convertible Preferred Stock held by such Non-Participating Holder shall be
converted into a corresponding number of shares of a newly created series of
Preferred Stock (having only such number of shares as may be required in order
to effect such Special Mandatory Conversion under this paragraph 8) which such
series shall be identical in all respects to the Series A Convertible Preferred
Stock, except that the Conversion Price of such series shall be fixed
immediately prior to the Mandatory Offering Date at the Conversion Price then in
effect for the Series A Convertible Preferred Stock and shall be subject to no
further adjustments in a manner similar to that provided in paragraph 6D. The
Board of Directors shall take all necessary actions to designate such new
series. Upon such conversion, the shares of Series A Convertible Preferred Stock
so converted shall be canceled and not subject to reissuance. As used in this
paragraph 8, the following terms shall have the following respective meanings:

                    (1)  "Allocated Offered Securities" shall mean the gross
          amount of Offered New Securities (as defined on the Stockholders
          Agreement) which has been offered for purchase by the holders of
          the capital stock of the Corporation pursuant to paragraph 4 of
          the Stockholders Agreement; and

                    (2) "Special Proportionate Percentage" shall mean as to a
          holder of Series A Convertible Preferred Stock, that percentage figure
          which expresses the ratio which (x) the number of shares of
          outstanding Common Stock (including shares of Common Stock issuable
          upon the exercise of outstanding convertible securities including
          options and warrants) then owned by such holder bears to (y) the
          Aggregate number of shares of outstanding Common Stock (including
          shares of Common Stock issuable upon the exercise of outstanding
          convertible securities including options and warrants) then owned by
          all holders of shares of capital stock of the Corporation. For
          purposes solely of the computation required for determination of the
          Special Proportionate Percentage, the holders of outstanding Series A
          Convertible Preferred Stock shall be treated as having converted all
          such outstanding Series A Convertible Preferred Stock into shares of
          Common Stock at the rate of which such securities are convertible into
          Common Stock in effect at the time of such Equity Financing.

     (b)  The holder of any shares of Series A Convertible Preferred Stock
converted pursuant to paragraph 8(a) hereof, shall deliver to the Corporation
during regular business hours at the office of any transfer agent of the
Corporation for the Series A Convertible Preferred
<PAGE>

                                      -14-

Stock, or at such other place as may be designated by the Corporation, the
certificate or certificates for the shares so converted, duly endorsed or
assigned in blank or to the Corporation. As promptly as practicable thereafter,
the Corporation shall issue and deliver to such holder, at the place designated
by such holder, a certificate or certificates for the number of full shares of
the new series of Preferred Stock to which such holder is entitled. The person
in whose name the certificate for such new series of Preferred Stock is to be
issued shall be deemed to have become a stockholder of record on the Mandatory
Offering Date unless the transfer books of the Corporation are closed on that
date, in which event he shall be deemed to have become a stockholder of record
on the next succeeding date on which the transfer books are open.

       (c)  In the event that at any time the Special Mandatory Conversion set
forth in this paragraph 8 shall not be effective as to all shares of the Series
A Convertible Preferred Stock then outstanding, the Board of Directors shall
take all necessary actions to designate new series of Preferred Stock (having
such distinctive designations and number of shares as the Board of Directors may
by resolution fix) on each such subsequent occasion that (i) any Equity
Financing occurs, and (ii) any holder of Series A Convertible Preferred Stock
does not by exercise of such holder's Right of First Refusal acquire his Special
Proportionate Percentage of the Allocated Offered Securities then so offered to
the holders of the Series A Convertible Preferred Stock shall be converted into
one share of such newly-created series of Preferred Stock concurrently with the
consummation of the subject Mandatory Offering.  Such new series of Preferred
Stock shall be identical in all respects, except with respect to the respective
Conversion Price then in effect, to the new series of Preferred Stock created
pursuant to the provisions of paragraph 8(a).

                                B. COMMON STOCK

   1.  Relative Rights of Preferred Stock and Common Stock.  All preferences,
       ---------------------------------------------------
voting powers, relative, participating, optional or other special rights and
privileges, and qualifications, limitations, or restrictions of the Common Stock
are expressly made subject and subordinate to those that may be fixed with
respect to any shares of the Preferred Stock.

   2.  Voting Rights.  Except as otherwise required by law or this Certificate
       -------------
of Incorporation, each holder of Common Stock shall have one vote in respect of
each share of stock held by him of record on the books of the Corporation for
the election of directors and on all matters submitted to a vote of stockholders
of the Corporation.  Notwithstanding the provisions of Section 242(b)(2) of the
Delaware General Corporation Law,  the number of authorized shares of Common
Stock may be increased or decreased (but not below the number of shares then
outstanding) by the affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the Corporation, with each such share
being entitled to such number of votes per share as is provided in this Article
FOURTH.

   3.  Dividends.  Subject to the preferential rights of the Preferred Stock, if
       ---------
any, the holders of shares of Common Stock shall be entitled to receive, when
and if declared by the Board of Directors, out of the assets of the Corporation
which are by law available therefor, dividends payable either in cash, in
property or in shares of capital stock; provided, however, that the Corporation
                                        --------  -------
shall not declare a dividend with respect to the Preferred Stock unless the same
dividend (on an as-converted basis) is declared with respect to the Common
Stock; provided,
       --------
<PAGE>

                                      -15-

however, that the Corporation shall pay any such dividends in full first to the
holders of the Preferred Stock before any such dividends are paid to the holders
of Common Stock.

   4.  Dissolution, Liquidation or Winding Up.  In the event of any dissolution,
       --------------------------------------
liquidation or winding up of the affairs of the Corporation, after distribution
in full of the preferential amounts, if any, to be distributed to the holders of
shares of the Preferred Stock, holders of Common Stock shall be entitled, unless
otherwise provided by law or this Certificate of Incorporation, to receive all
of the remaining assets of the Corporation of whatever kind available for
distribution to stockholders ratably in proportion to the number of shares of
Common Stock held by them respectively.

     FIFTH.   The Corporation is to have perpetual existence.

     SIXTH.   In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware:

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

     B. Elections of directors need not be by written ballot unless the By-
   Laws of the Corporation shall so provide.

     C. The books of the Corporation may be kept at such place within or
   without the State of Delaware as the By-Laws of the Corporation may provide
   or as may be designated from time to time by the Board of Directors of the
   Corporation.

     SEVENTH.  The Corporation eliminates the personal liability of each member
of its Board of Directors to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided, however, that, to
the extent provided by applicable law, the foregoing shall not eliminate the
liability of a director (i) for any breach of such director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of Title 8 of the Delaware Code or (iv) for any
transaction from which such director derived an improper personal benefit. No
amendment to or repeal of this provision shall apply to or have any effect on
the liability or alleged liability of any director for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.

     EIGHTH. The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon a stockholder herein are
granted subject to this reservation.
<PAGE>

                                      -16-

     NINTH.   The name and mailing address of the sole incorporator is as
follows:

              Name                      Mailing Address
              -----                     ---------------

              Jennifer C. Muto          Testa, Hurwitz & Thibeault, LLP
                                        High Street Tower
                                        125 High Street
                                        Boston, MA  02110

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

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

          I, THE UNDERSIGNED, being the sole incorporator hereinabove named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 9th day of June, 1998.

                              /s/ Jennifer C. Muto
                              ______________________________
                              Jennifer C. Muto
                              Sole Incorporator
<PAGE>

                                      -18-


                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                      MOTHER NATURE'S GENERAL STORE, INC.

Mother Nature's General Store, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

          FIRST:  That pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Corporation, the Board of
Directors, at a meeting of the Board of directors on June 15, 1998, duly adopted
a resolution setting forth an amendment to the Certificate of Incorporation of
the Corporation, declaring said amendment to be advisable and directed that the
matter be submitted to the stockholders of the Corporation for the approval of
said amendment.

          SECOND:  That the stockholders of the Corporation holding the
necessary number of shares of the outstanding capital stock of the Corporation
as required by statute and the Certificate of Incorporation of the Corporation
approved said amendment by written consent effective July 13, 1998, in
accordance with Section 228 of the General Corporation Law of the State of
Delaware.

          THIRD:  That said amendment would amend the Certificate of
Incorporation of the Corporation by amending and restating in its entirety
Article FIRST and substituting in lieu thereof the following new Article FIRST:

               "FIRST. The name of the corporation is MotherNature.com, Inc.
          (the "Corporation")."

          FOURTH:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



























































          IN WITNESS WHEREOF, Mother Nature's General Store, Inc. has caused
this certificate to be signed as of the 10th day of July, 1998.


                                      MOTHER NATURE'S GENERAL STORE, INC.


                                      By: /s/ Michael Barach
                                          -------------------------------
                                          Michael Barach
                                          President and Chief Executive Officer


<PAGE>

                                      -19-

                           CERTIFICATE OF AMENDMENT

                                      OF

                         CERTIFICATE OF INCORPORATION


     MotherNature.com, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     FIRST: That the Board of Directors of MotherNature.com, Inc. (the
"Corporation"), by unanimous written consent dated May 12, 1999, duly and
validly adopted the following resolutions:

RESOLVED:   That, subject to stockholder approval, the Corporation amend its
            Certificate of Incorporation as filed with the Secretary of State of
            the State of Delaware (the "Certificate of Incorporation") so that,
            as amended and restated Article FOURTH of the Certificate of
            Incorporation shall be read in its entirety as set forth on Exhibit
                                                                        -------
            A attached hereto.
            -

RESOLVED:   That the foregoing amendment is hereby recommended to the
            stockholders of the Corporation (the "Stockholders") as being
            advisable and in the best interests of the Corporation and its
            Stockholders.

RESOLVED:   That the proposal to amend the Certificate of Incorporation, as set
            forth in the preceding resolution, be submitted to the Stockholders
            of the Corporation entitled to vote thereon for their approval in
            compliance with Section 242 and 228 of the General Corporation Law
            of the State of Delaware.

RESOLVED:   That, subject to the approval by the Stockholders of the proposal to
            amend the Certificate of Incorporation as described in the foregoing
            resolutions, the President and Treasurer of the Corporation be, and
            each individually hereby is, authorized and directed to amend the
            Certificate of Incorporation as set forth above and to file such
            amendment with the Secretary of State of the State of Delaware.

     SECOND:  That stockholders of the Corporation duly adopted such
resolutions by written consent on May 12, 1999, in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

     THIRD:  That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.


<PAGE>

                                      -20-

     IN WITNESS WHEREOF, said MotherNature.com, Inc. has caused this certificate
to be executed by Michael Barach, its President and Chief Executive Officer, and
attested to by Michael Bayer, its Treasurer and Secretary, on this 12th day of
May, 1999.

                              MOTHERNATURE.COM, INC.


                              By:  /s/ Michael Barach
                                   -------------------------------------
                                   Michael Barach
                                   President and Chief Executive Officer

ATTEST:


By:  /s/ Michael Bayer
     ------------------------
     Michael Bayer
     Treasurer and Secretary

<PAGE>

                                      -21-

                                                                       Exhibit A
                                                                       ---------

          "FOURTH.   The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 153,588,911, consisting
of 86,000,000 shares of Common Stock, par value $.01 per share (the "Common
Stock"), and 67,588,911 shares of Preferred Stock, par value $.01 per share (the
"Preferred Stock"), of which 23,811,358 shares shall be designated Series A
Convertible Preferred Stock (the "Series A Convertible Preferred Stock"),
23,019,375 shares shall be designated Series B-1 Convertible Preferred Stock
(the "Series B-1 Convertible Preferred Stock"), 1,800,000 shares shall be
designated Series B-2 Convertible Preferred Stock (the "Series B-2 Convertible
Preferred Stock"),and 18,958,178 shares shall be designated Series C Convertible
Preferred Stock (the "Series C Convertible Preferred Stock").

          Each series of Preferred Stock shall be so designated as to
distinguish the shares thereof from the shares of all other series and classes.

                              A.  PREFERRED STOCK

          1.  Number of Shares.  The series of Preferred Stock designated and
              ----------------
known as "Series A Convertible Preferred Stock" shall consist of 23,811,358
shares.  The Series of Preferred Stock designated and known as "Series B-1
Convertible Preferred Stock" shall consist of 23,019,375 shares.  The Series of
Preferred Stock designated and known as "Series B-2 Convertible Preferred Stock"
shall consist of 1,800,000 shares.  The Series B-1 Convertible Preferred Stock
and the Series B-2 Convertible Preferred Stock are sometimes collectively
referred to herein as the "Series B Convertible Preferred Stock."  The Series of
Preferred Stock designated and known as "Series C Convertible Preferred Stock"
shall consist of 18,958,178 shares.  The Series A Convertible Preferred Stock
and the Series B Convertible Preferred Stock and the Series C Convertible
Preferred Stock are sometimes collectively referred to herein as the "Preferred
Stock."

          2.  Voting.
              ------

              2A.  General. Except as may be otherwise provided in this
                   -------
Certificate of Incorporation or by law, the Preferred Stock shall vote together
with all other classes and series of stock of the Corporation as a single class
on all actions to be taken by the stockholders of the Corporation, including,
but not limited to actions amending the Certificate of Incorporation of the
Corporation to increase the number of authorized shares of Common Stock. Each
share of Preferred Stock shall entitle the holder thereof to such number of
votes per share on each such action as shall equal the number of shares of
Common Stock (including fractions of a share) into which each share of Preferred
Stock is then convertible.

              2B.  Board Size. For so long as at least 50% of the maximum number
                   ----------
of shares of Preferred Stock which were ever outstanding are, in fact,
outstanding (appropriately adjusted to reflect any stock split, stock dividend
or otherwise with respect to the Preferred Stock), the Corporation shall not,
without the written consent or affirmative vote of the holders of greater
<PAGE>

                                      -22-

than fifty percent (50%) of the then outstanding shares of Preferred Stock,
given in writing or by vote at a meeting, consenting or voting (as the case may
be) separately as a class, increase the maximum number of directors constituting
the Board of Directors to a number in excess of seven (7).

            2C.  Board Seats.
                 -----------

                 (1) For only so long as at least 50% of the shares of Series A
Convertible Preferred Stock issued pursuant to that certain Series A Convertible
Preferred Stock Purchase Agreement dated as of June 10, 1998 by and between the
Corporation and the other parties named therein (the "Series A Purchase
Agreement") remain outstanding (appropriately adjusted to reflect any stock
split, stock dividend or otherwise with respect to the Series A Convertible
Preferred Stock), the holders of the Series A Convertible Preferred Stock,
voting as a separate series, shall be entitled to elect two (2) directors of the
Corporation. At any meeting (or in a written consent in lieu thereof) held for
the purpose of electing directors, the presence in person or by proxy (or the
written consent) of the holders of a majority of the shares of Series A
Convertible Preferred Stock then outstanding shall constitute a quorum of the
Series A Convertible Preferred Stock for the election of directors to be elected
solely by the holders of the Series A Convertible Preferred Stock. A vacancy in
any directorship elected by the holders of the Series A Convertible Preferred
Stock shall be filled only by vote or written consent of the holders of the
Series A Convertible Preferred Stock.

                 (2) For only so long as at least 50% of the shares of Series B-
1 Convertible Preferred Stock issued pursuant to that certain Series B-1
Convertible Preferred Stock Purchase Agreement dated as of December 21, 1998 by
and between the Corporation and the other parties named therein (the "Series B-1
Purchase Agreement") remain outstanding (appropriately adjusted to reflect any
stock split, stock dividend or otherwise with respect to the Series B-1
Convertible Preferred Stock), the holders of the Series B Convertible Preferred
Stock, voting as a separate series, shall be entitled to elect two (2) directors
of the Corporation. At any meeting (or in a written consent in lieu thereof)
held for the purpose of electing directors, the presence in person or by proxy
(or the written consent) of the holders of a majority of the shares of Series B
Convertible Preferred Stock then outstanding shall constitute a quorum of the
Series B Convertible Preferred Stock for the election of directors to be elected
solely by the holders of the Series B Convertible Preferred Stock. A vacancy in
any directorship elected by the holders of the Series B Convertible Preferred
Stock shall be filled only by vote or written consent of the holders of the
Series B Convertible Preferred Stock.

                 (3) For only so long as at least 50% of the shares of Series C
Convertible Preferred Stock issued pursuant to that certain Series C Convertible
Preferred Stock Purchase Agreement dated as of May 12, 1999 by and between the
Corporation and the other parties named therein (the "Series C Purchase
Agreement") remain outstanding  (appropriately adjusted to reflect any stock
split, stock dividend or otherwise with respect to the Series C Convertible
Preferred Stock), the holders of the Series C Convertible Preferred Stock,
voting as a separate series, shall be entitled to elect two (2) directors of the
Corporation.  At any meeting (or in a written consent in lieu thereof) held for
the purpose of electing directors, the presence in person or by proxy (or the
written consent) of the holders of a majority of the shares of Series C
<PAGE>

                                      -23-

Convertible Preferred Stock then outstanding shall constitute a quorum of the
Series C Convertible Preferred Stock for the election of directors to be elected
solely by the holders of the Series C Convertible Preferred Stock.  A vacancy in
any directorship elected by the holders of the Series C Convertible Preferred
Stock shall be filled only by vote or written consent of the holders of the
Series C Convertible Preferred Stock.

          (4) The holders of the Common Stock, voting as a separate class, shall
be entitled to elect all of the remaining directors of the Corporation.  At any
meeting (or in a written consent in lieu thereof) held for the purpose of
electing directors, the presence in person or by proxy (or the written consent)
of the holders of a majority of the shares of Common Stock then outstanding
shall constitute a quorum of the Common Stock for the election of directors to
be elected solely by the holders of the Common Stock.  A vacancy in any
directorship elected by the holders of the Common Stock shall be filled only by
vote or written consent of the holders of the Common Stock.

     3.  Dividends.  The holders of the Preferred Stock shall be entitled
         ---------
to receive, out of funds legally available therefor, when and if declared by the
Board of Directors, quarterly dividends at the rate per annum of (i) $.0186 per
share with respect to the Series A Convertible Preferred Stock (the "Series A
Dividends"), (ii) $.0313 per share with respect to the Series B-1 Convertible
Preferred Stock (the "Series B-1 Dividends"), (iii) $.0300 per share with
respect to the Series B-2 Convertible Preferred Stock (the "Series B-2
Dividends"), and (iv) $0.1367 per share with respect to the Series C Convertible
Preferred Stock (the "Series C Dividends") (the Series A Dividends, the Series
B-1 Dividends, the Series B-2 Dividends and the Series C Dividends are
collectively referred to herein as the "Preferred Dividends").  The Preferred
Dividends shall not be cumulative.  No dividends shall be declared with respect
to the Preferred Stock unless and solely to the extent that a dividend in the
amount of $.0186 per share (on an as-converted basis) is declared with respect
to the Common Stock; provided, however, that the Corporation shall pay any such
                     --------  -------
dividends in full first to the holders of the Preferred Stock before any such
dividends are paid to the holders of Common Stock.

     4.  Liquidation.  Upon any liquidation, dissolution or winding up of
         -----------
the Corporation, whether voluntary or involuntary, distributions to the
stockholders of the Corporation shall be made in the following manner:

         4A.  The holders of the shares of Series A Convertible Preferred Stock
shall be entitled to be paid an amount equal to $0.31 per share plus, in the
case of each share, an amount equal to all Series A Dividends declared but
unpaid thereon and any other dividends declared but unpaid thereon, computed to
the date payment thereof is made available, together (at the same time) with
payment to any class of stock ranking on liquidation equally with the Series A
Convertible Preferred Stock, and before any payment shall be made to the holders
of any stock ranking on liquidation junior to the Series A Convertible Preferred
Stock, such amount payable with respect to one share of Series A Convertible
Preferred Stock being sometimes referred to as the "Series A Liquidation
Preference Payment" and with respect to all shares of Series A Convertible
Preferred Stock being sometimes referred to as the "Series A Liquidation
Preference Payments."  The holders of the shares of Series B-1 Convertible
Preferred Stock shall be entitled to be paid an amount equal to $0.5213 per
share plus, in the case of each share, an amount equal
<PAGE>

                                      -24-

to all Series B-1 Dividends declared but unpaid thereon and any other dividends
declared but unpaid thereon, computed to the date payment thereof is made
available, together (at the same time) with payment to any class of stock
ranking on liquidation equally with the Series B-1 Convertible Preferred Stock,
and before any payment shall be made to the holders of any stock ranking on
liquidation junior to the Series B-1 Convertible Preferred Stock, such amount
payable with respect to one share of Series B-1 Convertible Preferred Stock
being sometimes referred to as the "Series B-1 Liquidation Preference Payment"
and with respect to all shares of Series B-1 Convertible Preferred Stock being
sometimes referred to as the "Series B-1 Liquidation Preference Payments." The
holders of the shares of Series B-2 Convertible Preferred Stock shall be
entitled to be paid an amount equal to $0.50 per share plus, in the case of each
share, an amount equal to all Series B-2 Dividends declared but unpaid thereon
and any other dividends declared but unpaid thereon, computed to the date
payment thereof is made available, together (at the same time) with payment to
any class of stock ranking on liquidation equally with the Series B-2
Convertible Preferred Stock, and before any payment shall be made to the holders
of any stock ranking on liquidation junior to the Series B-2 Convertible
Preferred Stock, such amount payable with respect to one share of Series B-2
Convertible Preferred Stock being sometimes referred to as the "Series B-2
Liquidation Preference Payment" and with respect to all shares of Series B-2
Convertible Preferred Stock being sometimes referred to as the "Series B-2
Liquidation Preference Payments." The holders of the shares of Series C
Convertible Preferred Stock shall be entitled to be paid an amount equal to
$2.2787 per share plus, in the case of each share, an amount equal to all Series
C Dividends declared but unpaid thereon and any other dividends declared but
unpaid thereon, computed to the date payment thereof is made available, together
(at the same time) with payment to any class of stock ranking on liquidation
equally with the Series C Convertible Preferred Stock, and before any payment
shall be made to the holders of any stock ranking on liquidation junior to the
Series C Convertible Preferred Stock, such amount payable with respect to one
share of Series C Convertible Preferred Stock being sometimes referred to as the
"Series C Liquidation Preference Payment" and with respect to all shares of
Series C Convertible Preferred Stock being sometimes referred to as the "Series
C Liquidation Preference Payments." The Series A Liquidation Preference Payment,
the Series B-1 Liquidation Preference Payment, the Series B-2 Liquidation
Preference Payment and the Series C Liquidation Preference Payment are sometimes
referred to collectively as the "Preferred Stock Liquidation Preference
Payments." For purposes hereof, the Series A Convertible Preferred Stock, Series
B-1 Convertible Preferred Stock, Series B-2 Convertible Preferred Stock and
Series C Convertible Preferred Stock shall all rank equally on liquidation. If
upon such liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the assets to be distributed among the holders of
Preferred Stock shall be insufficient to permit payment in full to such
stockholders of the Preferred Stock Liquidation Preference Payments, then all of
the assets of the Corporation available for distribution to holders of the
Preferred Stock shall be distributed to such holders of the Preferred Stock pro
rata, so that each holder receives that portion of the assets available for
distribution as the amount of the full liquidation preference to which such
holder would otherwise be entitled bears to the amount of the full liquidation
preference to which all holders of the Preferred Stock would otherwise be
entitled pursuant to this paragraph 4A.

          4B.  Upon any such liquidation, dissolution or winding up of the
Corporation, immediately after the holders of Preferred Stock shall have been
paid in full the Preferred Stock
<PAGE>

                                      -25-

Liquidation Preference Payments set forth in subparagraph 4A above, the
remaining net assets of the Corporation available for distribution shall be
distributed ratably among the holders of Common Stock and there shall be no
further distributions to such holders of the Preferred Stock. Nothing contained
herein, however, shall limit the right of the holders of the Preferred Stock to
elect to convert their shares of Preferred Stock into shares of Common Stock
pursuant to subparagraph 6A hereof.

          4C.  Written notice of any such liquidation, dissolution or winding
up, stating a payment date, the amount of the payments payable to the holders of
Preferred Stock pursuant to subparagraph 4A and the place where said payments
shall be payable, shall be delivered in person, mailed by certified or
registered mail, return receipt requested, or sent by telecopier or telex, not
less than 20 days prior to the payment date stated therein, to the holders of
record of Preferred Stock, such notice to be addressed to each such holder at
its address as shown by the records of the Corporation. The consolidation or
merger of the Corporation into or with any other entity or entities which
results in the exchange of outstanding shares of the Corporation for securities
or other consideration issued or paid or caused to be issued or paid by any such
entity or affiliate thereof (other than a merger to re-incorporate the
Corporation in a different jurisdiction, a consolidation or merger into a
subsidiary, or a merger in which the Corporation is the surviving Corporation
and the holders of the Corporation's voting stock outstanding immediately prior
to the transaction constitute a majority of the holders of voting stock
outstanding immediately following the transaction), and the sale, lease,
abandonment, transfer or other disposition by the Corporation of all or
substantially all its assets, shall be deemed to be a liquidation, dissolution
or winding up of the Corporation within the meaning of the provisions of this
paragraph 4. For purposes hereof, the Common Stock shall rank on liquidation
junior to the Preferred Stock. Whenever the distribution provided for in this
paragraph 4 shall be payable 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.

     5.   Restrictions.
          ------------

          5A.  For so long as at least 50% of the maximum number of shares of
Preferred Stock which were ever outstanding are, in fact, outstanding
(appropriately adjusted to reflect any stock split, stock dividend or otherwise
with respect to the Preferred Stock), except where the vote or written consent
of the holders of a greater number of shares of the Corporation is required by
law or by the Certificate of Incorporation, and in addition to any other vote
required by law or this Certificate of Incorporation, without the approval of
the holders of greater than fifty percent (50%) of the then outstanding shares
of Preferred Stock, given in writing or by vote at a meeting, consenting or
voting (as the case may be) as a single class, the Corporation will not:

               (1) Create or authorize the creation of any additional class or
series of shares of stock unless the same ranks junior to the Series A
Convertible Preferred Stock, the Series B-1 Convertible Preferred Stock, the
Series B-2 Convertible Preferred Stock and Series C Convertible Preferred Stock
as to the distribution of assets on the liquidation, dissolution or winding up
of the Corporation, or increase the authorized amount of any series of Preferred
Stock or increase the authorized amount of any additional class or series of
shares of stock unless the same ranks junior to the Series A Convertible
Preferred Stock, the Series B-1 Convertible
<PAGE>

                                      -26-

Preferred Stock, the Series B-2 Convertible Preferred Stock and Series C
Convertible Preferred Stock as to the distribution of assets on the liquidation,
dissolution or winding up of the Corporation, or create or authorize any
obligation or security convertible into shares of any series of Preferred Stock
or into shares of any other class or series of stock unless the same ranks
junior to the Series A Convertible Preferred Stock, the Series B-1 Convertible
Preferred Stock, the Series B-2 Convertible Preferred Stock and Series C
Convertible Preferred Stock as to the distribution of assets on the liquidation,
dissolution or winding up of the Corporation, whether any such creation,
authorization or increase shall be by means of amendment to the Certificate of
Incorporation or by merger, consolidation or otherwise;

               (2) Consent to any liquidation, dissolution or winding up of the
Corporation or consolidate or merge into or with any other entity or entities
(other than a merger to re-incorporate the Corporation in a different
jurisdiction, a consolidation or merger into a Subsidiary, or a merger in which
the Corporation is the surviving Corporation and the holders of the
Corporation's voting stock outstanding immediately prior to the transaction
constitute a majority of the holders of voting stock outstanding immediately
following the transaction) or sell, lease, abandon, transfer or otherwise
dispose of all or substantially all its assets;

               (3) Purchase or set aside any sums for the purchase of, or pay
any dividend or make any distribution on, any shares of stock other than the
Preferred Stock, except for dividends or other distributions payable on the
Common Stock solely in the form of additional shares of Common Stock and except
for the purchase of shares of Common Stock (i) pursuant to the terms of that
certain Second Amended and Restated Stockholders Agreement dated as of May 12,
1999 (the "Second Amended and Restated Stockholders Agreement") by and between
the Corporation and the other parties named therein, or (ii) from former
employees of the Corporation, if each such purchase is made pursuant to
contractual rights held by the Corporation relating to the termination of
employment of such former employee and the purchase price does not exceed the
original issue price paid by such former employee to the Corporation for such
shares;

               (4) Redeem or otherwise acquire any shares of Preferred Stock
except pursuant to the Second Amended and Restated Stockholders Agreement or
pursuant to a purchase offer made pro rata to all holders of the shares of
Preferred Stock on the basis of the aggregate number of outstanding shares of
Preferred Stock then held by each such holder; or

               (5) In any manner alter or change the designations, powers,
preferences, rights, qualifications, limitations or restrictions of the
Preferred Stock.

          5B.  For so long as at least 50% of the maximum number of shares of
any series of Preferred Stock which were ever outstanding are, in fact,
outstanding (appropriately adjusted to reflect any stock split, stock dividend
or otherwise with respect to such series of Preferred Stock), except where the
vote or written consent of the holders of a greater number of shares of the
Corporation is required by law or by the Certificate of Incorporation, and in
addition to any other vote required by law or this Certificate of Incorporation,
without the approval of the holders of greater than fifty percent (50%) of the
then outstanding shares of such series of Preferred Stock, given in writing or
by vote at a meeting, consenting or voting (as the
<PAGE>

                                      -27-

case may be) separately as a series, the Corporation will not amend, alter or
repeal its Certificate of Incorporation if the effect would be materially
adverse in any manner with respect to the rights of the holders of such series
of Preferred Stock hereunder.

          5C.  For so long as at least 50% of the maximum number of shares of
Series C Preferred Stock which were ever outstanding are, in fact, outstanding
(appropriately adjusted to reflect any stock split, stock dividend or otherwise
with respect to such series of Preferred Stock), except where the vote or
written consent of the holders of a greater number of shares of the Corporation
is required by law or by the Certificate of Incorporation, and in addition to
any other vote required by law or the provisions of paragraph 5A above, the
Corporation will not enter into any of the transactions set forth in subsection
(2) of such paragraph 5A if (and only if) the consideration per share receivable
by any holder of Series C Preferred Stock in such a transaction is less than
$3.4180 without the approval of the holders of greater than fifty percent (50%)
of the then outstanding shares of Series C Preferred Stock, given in writing or
by vote at a meeting, consenting or voting (as the case may be) separately as a
single series.

     6.   Conversions. The holders of shares of Preferred Stock shall have the
following conversion rights:

          6A.  Right to Convert.  Subject to the terms and conditions of this
               ----------------
paragraph 6, the holder of any share or shares of Preferred Stock shall have the
right, at its option at any time, to convert any of such shares of Preferred
Stock (except that upon any liquidation of the Corporation the right of
conversion shall terminate at the close of business on the business day fixed
for payment of the amount distributable on the Preferred Stock) into such number
of fully paid and nonassessable shares of Common Stock as is obtained (a) in the
case of the Series A Convertible Preferred Stock, by (i) multiplying the number
of shares of Series A Convertible Preferred Stock so to be converted by $0.31
and (ii) dividing the result by the conversion price of $0.31 per share or, in
case an adjustment of such price has taken place pursuant to the further
provisions of this paragraph 6, then by the conversion price as last adjusted
and in effect at the date any share or shares of Series A Convertible Preferred
Stock are surrendered for conversion (such price, or such price as last
adjusted, being referred to as the "Series A Conversion Price"), (b) in the case
of the Series B-1 Convertible Preferred Stock, by (i) multiplying the number of
shares of Series B-1 Convertible Preferred Stock so to be converted by $0.5213
and (ii) dividing the result by the conversion price of $0.5213 per share or, in
case an adjustment of such price has taken place pursuant to the further
provisions of this paragraph 6, then by the conversion price as last adjusted
and in effect at the date any share or shares of Series B-1 Convertible
Preferred Stock are surrendered for conversion (such price, or such price as
last adjusted, being referred to as the "Series B-1 Conversion Price"), (c) in
the case of the Series B-2 Convertible Preferred Stock, by (i) multiplying the
number of shares of Series B-2 Convertible Preferred Stock so to be converted by
$0.50 and (ii) dividing the result by the conversion price of $0.50 per share
or, in case an adjustment of such price has taken place pursuant to the further
provisions of this paragraph 6, then by the conversion price as last adjusted
and in effect at the date any share or shares of Series B-2 Convertible
Preferred Stock are surrendered for conversion (such price, or such price as
last adjusted, being referred to as the "Series B-2 Conversion Price"), and (d)
in the case of the Series C Convertible Preferred Stock, by (i) multiplying the
number of shares of Series C Convertible Preferred Stock so to be converted by
$2.2787 and (ii) dividing the result
<PAGE>

                                      -28-

by the conversion price of $2.2787 per share or, in case an adjustment of such
price has taken place pursuant to the further provisions of this paragraph 6,
then by the conversion price as last adjusted and in effect at the date any
share or shares of Series C Convertible Preferred Stock are surrendered for
conversion (such price, or such price as last adjusted, being referred to as the
"Series C Conversion Price") (the Series A Conversion Price, the Series B-1
Conversion Price, the Series B-2 Conversion Price and the Series C Conversion
Price are each sometimes referred to herein as "Conversion Price"). Such rights
of conversion shall be exercised by the holder thereof by giving written notice
that the holder elects to convert all of the shares of Preferred Stock held by
such holder into Common Stock and by surrender of a certificate or certificates
for the shares so to be converted to the Corporation at its principal office (or
such other office or agency of the Corporation as the Corporation may designate
by notice in writing to the holders of the Preferred Stock) at any time during
its usual business hours on the date set forth in such notice, together with a
statement of the name or names (with address) in which the certificate or
certificates for shares of Common Stock shall be issued.

          6B.  Issuance of Certificates; Time Conversion Effected.  Promptly
               --------------------------------------------------
after the receipt of the written notice referred to in subparagraph 6A and
surrender of the certificate or certificates for the share or shares of
Preferred Stock to be converted, the Corporation shall issue and deliver, or
cause to be issued and delivered, to the holder, registered in such name or
names as such holder may direct, a certificate or certificates for the number of
whole shares of Common Stock issuable upon the conversion of such share or
shares of Preferred Stock.  To the extent permitted by law, such conversion
shall be deemed to have been effected and the Series A Conversion Price, Series
B-1 Conversion Price, Series B-2 Conversion Price and/or Series C Conversion
Price shall be determined as of the close of business on the date on which such
written notice shall have been received by the Corporation and the certificate
or certificates for such share or shares shall have been surrendered as
aforesaid, and at such time the rights of the holder of such share or shares of
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 represented thereby.

          6C.  Fractional Shares; Dividends; Partial Conversion.  No fractional
               ------------------------------------------------
shares shall be issued upon conversion of Preferred Stock into Common Stock and
no payment or adjustment shall be made upon any conversion on account of any
cash dividends on the Common Stock issued upon such conversion.  At the time of
each conversion, the Corporation shall pay in cash an amount equal to all
dividends  accrued and unpaid on the shares of Preferred Stock surrendered for
conversion to the date upon which such conversion is deemed to take place as
provided in subparagraph 6B.  In case the number of shares of Preferred Stock
represented by the certificate or certificates surrendered pursuant to
subparagraph 6A exceeds the number of shares converted, the Corporation shall,
upon such conversion, execute and deliver to the holder, at the expense of the
Corporation, a new certificate or certificates for the number of shares of
Preferred Stock represented by the certificate or certificates surrendered which
are not to be converted.  If any fractional share of Common Stock would, except
for the provisions of the first sentence of this subparagraph 6C, be delivered
upon such conversion, the Corporation, in lieu of delivering such fractional
share, shall pay to the holder surrendering the Preferred Stock for conversion
an
<PAGE>

                                      -29-

amount in cash equal to the current market price of such fractional share as
determined in good faith by the Board of Directors of the Corporation.

          6D.  Adjustment of Price Upon Issuance of Common Stock.  Except as
               -------------------------------------------------
provided in subparagraph 6E, if and whenever the Corporation shall issue or
sell, or is, in accordance with subparagraphs 6D(1) through 6D(7), deemed to
have issued or sold, any shares of Common Stock for a consideration per share
less than the Series A Conversion Price, Series B-1 Conversion Price, Series B-2
Conversion Price, and/or Series C Conversion Price, as applicable (the
"Applicable Conversion Price"), in effect immediately prior to the time of such
issue or sale, then, forthwith upon such issue or sale, such Applicable
Conversion Price for any outstanding shares of such series of Preferred Stock
shall be reduced to the price determined by dividing (i) an amount equal to the
sum of (a) the number of shares of Common Stock outstanding immediately prior to
such issue or sale multiplied by the then existing Applicable Conversion Price
and (b) the consideration, if any, received by the Corporation upon such issue
or sale, by (ii) the total number of shares of Common Stock outstanding
immediately after such issue or sale; provided, however, that, for the purpose
                                      --------  -------
of this subparagraph 6D, all shares of Common Stock issuable upon conversion of
shares of Preferred Stock outstanding immediately prior to such issue shall be
deemed to be outstanding, and immediately after any additional shares of Common
Stock are deemed issued pursuant to subparagraph 6D(1) or 6D(2) (and
notwithstanding the provisions of subparagraph 6E), such additional shares of
Common Stock shall be deemed to be outstanding.

     For purposes of this subparagraph 6D, the following subparagraphs 6D(1) to
6D(7) shall also be applicable:

          6D(1)  Issuance of Rights or Options.  In case at any time the
                 -----------------------------
   Corporation shall in any manner grant (whether directly or by assumption in a
   merger or otherwise) any warrants or other rights to subscribe for or to
   purchase, or any options for the purchase of, Common Stock or any stock or
   security convertible into or exchangeable for Common Stock (such warrants,
   rights or options being called "Options" and such convertible or exchangeable
   stock or securities being called "Convertible Securities") whether or not
   such Options or the right to convert or exchange any such Convertible
   Securities are immediately exercisable, and the price per share for which
   Common Stock is issuable upon the exercise of such Options or upon the
   conversion or exchange of such Convertible Securities (determined by dividing
   (i) the total amount, if any, received or receivable by the Corporation as
   consideration for the granting of such Options, plus the minimum aggregate
   amount of additional consideration payable to the Corporation upon the
   exercise of all such Options, plus, in the case of such Options which relate
   to Convertible Securities, the minimum aggregate amount of additional
   consideration, if any, payable upon the issue or sale of such Convertible
   Securities and upon the conversion or exchange thereof, by (ii) the total
   maximum number of shares of Common Stock issuable upon the exercise of such
   Options or upon the conversion or exchange of all such Convertible Securities
   issuable upon the exercise of such Options) shall be less than an Applicable
   Conversion Price in effect immediately prior to the time of the granting of
   such Options, then the total maximum number of shares of Common Stock
   issuable upon the exercise of such Options or upon conversion or exchange of
   the total maximum amount of such Convertible Securities
<PAGE>

                                      -30-

   issuable upon the exercise of such Options shall be deemed to have been
   issued for such price per share as of the date of granting of such Options or
   the issuance of such Convertible Securities and thereafter shall be deemed to
   be outstanding. Except as otherwise provided in subparagraph 6D(3), no
   adjustment of such Applicable Conversion Price shall be made upon the actual
   issue of such Common Stock or of such Convertible Securities upon exercise of
   such Options or upon the actual issue of such Common Stock upon conversion or
   exchange of such Convertible Securities.

          6D(2)  Issuance of Convertible Securities.  In case the Corporation
                 ----------------------------------
   shall in any manner issue (whether directly or by assumption in a merger or
   otherwise) or sell any Convertible Securities, whether or not the rights to
   exchange or convert any such Convertible Securities are immediately
   exercisable, and the price per share for which Common Stock is issuable upon
   such conversion or exchange (determined by dividing (i) the total amount
   received or receivable by the Corporation as consideration for the issue or
   sale of such Convertible Securities, plus the minimum aggregate amount of
   additional consideration, if any, payable to the Corporation upon the
   conversion or exchange thereof, by (ii) the total maximum number of shares of
   Common Stock issuable upon the conversion or exchange of all such Convertible
   Securities) shall be less than an Applicable Conversion Price in effect
   immediately prior to the time of such issue or sale, then the total maximum
   number of shares of Common Stock issuable upon conversion or exchange of all
   such Convertible Securities shall be deemed to have been issued for such
   price per share as of the date of the issue or sale of such Convertible
   Securities and thereafter shall be deemed to be outstanding, provided that
   (a) except as otherwise provided in subparagraph 6D(3), no adjustment of such
   Applicable Conversion Price shall be made upon the actual issue of such
   Common Stock upon conversion or exchange of such Convertible Securities and
   (b) if any such issue or sale of such Convertible Securities is made upon
   exercise of any Options to purchase any such Convertible Securities for which
   adjustments of such Applicable Conversion Price have been or are to be made
   pursuant to other provisions of this subparagraph 6D, no further adjustment
   of such Applicable Conversion Price shall be made by reason of such issue or
   sale.

          6D(3)  Change in Option Price or Conversion Rate.  Upon the
                 -----------------------------------------
   happening of any of the following events, namely, if the purchase price
   provided for in any Option referred to in subparagraph 6D(1), the additional
   consideration, if any, payable upon the conversion or exchange of any
   Convertible Securities referred to in subparagraph 6D(1) or 6D(2), or the
   rate at which Convertible Securities referred to in subparagraph 6D(1) or
   6D(2) are convertible into or exchangeable for Common Stock shall change at
   any time (including, but not limited to, changes under or by reason of
   provisions designed to protect against dilution), the Applicable Conversion
   Price in effect at the time of such event shall forthwith be readjusted to
   the Applicable Conversion Price which would have been in effect at such time
   had such Options or Convertible Securities still outstanding provided for
   such changed purchase price, additional consideration or conversion rate, as
   the case may be, at the time initially granted, issued or sold; and on the
   termination of any such Option or any such right to convert or exchange such
   Convertible Securities, the Applicable Conversion Price then in effect
   hereunder shall forthwith be increased to the Applicable Conversion Price
   which would have been in effect at the time of such termination had such
   Option or Convertible
<PAGE>

                                      -31-

   Securities, to the extent outstanding immediately prior to such termination,
   never been issued.

          6D(4)  Stock Dividends.  In case the Corporation shall declare a
                 ---------------
   dividend or make any other distribution upon any stock of the Corporation
   (other than the Common Stock) payable in Common Stock, Options or Convertible
   Securities, then any Common Stock, Options or Convertible Securities, as the
   case may be, issuable in payment of such dividend or distribution shall be
   deemed to have been issued or sold without consideration.

          6D(5)  Consideration for Stock.  In case any shares of Common
                 -----------------------
   Stock, Options or Convertible Securities shall be issued or sold for cash,
   the consideration received therefor shall be deemed to be the amount received
   by the Corporation therefor, without deduction therefrom of any expenses
   incurred or any underwriting commissions or concessions paid or allowed by
   the Corporation in connection therewith.  In case any shares of Common Stock,
   Options or Convertible Securities shall be issued or sold for a consideration
   other than cash, the amount of the consideration other than cash received by
   the Corporation shall be deemed to be the fair value of such consideration as
   determined in good faith by the Board of Directors of the Corporation,
   without deduction of any expenses incurred or any underwriting commissions or
   concessions paid or allowed by the Corporation in connection therewith.  In
   case any Options shall be issued in connection with the issue and sale of
   other securities of the Corporation, together comprising one integral
   transaction in which no specific consideration is allocated to such Options
   by the parties thereto, such Options shall be deemed to have been issued for
   such consideration as determined in good faith by the Board of Directors of
   the Corporation.

          6D(6)  Record Date.  In case the Corporation shall take a record of
                 -----------
   the holders of its Common Stock for the purpose of entitling them (i) to
   receive a dividend or other distribution payable in Common Stock, Options or
   Convertible Securities or (ii) to subscribe for or purchase Common Stock,
   Options or Convertible Securities, then such record date shall be deemed to
   be the date of the issue or sale of the shares of Common Stock deemed to have
   been issued or sold upon the declaration of such dividend or the making of
   such other distribution or the date of the granting of such right of
   subscription or purchase, as the case may be.

          6D(7)  Treasury Shares.  The number of shares of Common Stock
                 ---------------
   outstanding at any given time shall not include shares owned or held by or
   for the account of the Corporation, and the disposition of any such shares
   shall be considered an issue or sale of Common Stock for the purpose of this
   subparagraph 6D.

          6E.  Certain Issues of Common Stock Excepted.  Anything herein to the
               ---------------------------------------
contrary notwithstanding, the Corporation shall not be required to make any
adjustment of any Conversion Price in the case of the issuance from and after
the date of filing of these terms of the Preferred Stock of (i) shares of Common
Stock (or options to purchase such shares) pursuant to agreements or plans
adopted by the Board of Directors of the Corporation to directors, officers,
employees, consultants or referring physicians of the Corporation in connection
with their service as directors of the Corporation, their employment by the
Corporation, their retention as
<PAGE>

                                      -32-

consultants by or the maintenance of a business relationship with the
Corporation, (ii) shares of Common Stock issued upon the exercise of Common
Stock Purchase Warrants outstanding as of the date of the initial issuance of
the Series C Convertible Preferred Stock, (iii) solely in consideration for the
acquisition (whether by merger or otherwise) by the Corporation or any of its
subsidiaries of all or substantially all of the stock or assets of any other
entity, (iv) shares of Series B-2 Convertible Preferred Stock issued pursuant to
Section 2.4 of the Subordinated Loan and Security Agreement dated December 4,
1998 by and between the Corporation and Comdisco, Inc., (v) shares of capital
stock, or options or warrants therefor, to be issued subject to the approval of
the Corporation's Board of Directors to equipment leasing organizations in
connection with equipment leasing arrangements to which the Corporation is or
shall become a party, and (vi) shares of Common Stock issued upon conversion of
the Preferred Stock.

          6F.  Subdivision or Combination of Common Stock.  In case the
               ------------------------------------------
Corporation shall at any time subdivide (by any stock split, stock dividend or
otherwise) its outstanding shares of Common Stock into a greater number of
shares, the Series A Conversion Price, the Series B-1 Conversion Price, the
Series B-2 Conversion Price, and the Series C Conversion Price in effect
immediately prior to such subdivision shall be proportionately reduced, and,
conversely, in case the outstanding shares of Common Stock shall be combined
into a smaller number of shares, the Series A Conversion Price, the Series B-1
Conversion Price, the Series B-2 Conversion Price, and the Series C Conversion
Price in effect immediately prior to such combination shall be proportionately
increased.  In the case of any such subdivision, no further adjustment shall be
made pursuant to subparagraph 6D(4) by reason thereof.

          6G.  Reorganization or Reclassification.  If any capital
               ----------------------------------
reorganization, reclassification, recapitalization, consolidation, merger, sale
of all or substantially all of the Corporation's assets or other similar
transaction (any such transaction being referred to herein as an "Organic
Change") shall be effected in such a way that holders of Common Stock shall be
entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock, then, as a
condition of such Organic Change, lawful and adequate provisions shall be made
whereby each holder of a share or shares of Preferred Stock shall thereupon have
the right to receive, upon the basis and upon the terms and conditions specified
herein and in lieu of or in addition to, as the case may be, the shares of
Common Stock immediately theretofore receivable upon the conversion of such
share or shares of Preferred Stock, such shares of stock, securities or assets
as may be issued or payable with respect to or in exchange for a number of
outstanding shares of such Common Stock equal to the number of shares of such
Common Stock immediately theretofore receivable upon such conversion had such
Organic Change not taken place, and in any case of a reorganization or
reclassification only appropriate provisions shall be made with respect to the
rights and interests of such holder to the end that the provisions hereof
(including without limitation provisions for adjustments of the any Applicable
Conversion Price) shall thereafter be applicable, as nearly as may be, in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise of such conversion rights.

          6H.  Notice of Adjustment.  Upon any adjustment of an Applicable
               --------------------
Conversion Price, then and in each such case the Corporation shall give written
notice thereof, by delivery in person, certified or registered mail, return
receipt requested, telecopier or telex, addressed to each
<PAGE>

                                      -33-

holder of shares of Preferred Stock at the address of such holder as shown on
the books of the Corporation, which notice shall state the Series A Conversion
Price, the Series B-1 Conversion Price, Series B-2 Conversion Price and/or
Series C Conversion Price resulting from such adjustment, setting forth in
reasonable detail the method upon which such calculation is based.

          6I.  Other Notices.  In case at any time:
               -------------

          (1) the Corporation shall declare any dividend upon its Common
   Stock payable in cash or stock or make any other distribution to the holders
   of its Common Stock;

          (2) the Corporation shall offer for subscription pro rata to the
                                                              --- ----
   holders of its Common Stock any additional shares of stock of any class or
   other rights;

          (3) there shall be any capital reorganization or reclassification
   of the capital stock of the Corporation, or a consolidation or merger of the
   Corporation with or into another entity or entities, or a sale, lease,
   abandonment, transfer or other disposition of all or substantially all its
   assets; or

          (4) there shall be a voluntary or involuntary dissolution,
   liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by delivery
in person, certified or registered mail, return receipt requested, telecopier or
telex, addressed to each holder of any shares of Preferred Stock at the address
of such holder as shown on the books of the Corporation, (a) at least 20 days'
prior written notice of the date on which the books of the Corporation shall
close or a record shall be taken for such dividend, distribution or subscription
rights or for determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding up and (b) in the case of any such reorganization, reclassification,
consolidation, merger, disposition, dissolution, liquidation or winding up, at
least 20 days prior written notice of the date when the same shall take place.
Such notice in accordance with the foregoing clause (a) shall also specify, in
the case of any such dividend, distribution or subscription rights, the date on
which the holders of Common Stock shall be entitled thereto and such notice in
accordance with the foregoing clause (b) shall also specify the date on which
the holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other  property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding up, as the case may be.

          6J.  Stock to be Reserved.  The Corporation will at all times reserve
               --------------------
and keep available out of its authorized Common Stock, solely for the purpose of
issuance upon the conversion of Preferred Stock as herein provided, such number
of shares of Common Stock as shall then be issuable upon the conversion of all
outstanding shares of Preferred Stock.  The Corporation covenants that all
shares of Common Stock which shall be so issued shall be duly and validly issued
and fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof, and, without limiting the generality of the
foregoing, the Corporation covenants that it will from time to time take all
such action as may be requisite to
<PAGE>

                                      -34-

assure that the par value per share of the Common Stock is at all times equal to
or less than the Series A Conversion Price, Series B-1 Conversion Price, Series
B-2 Conversion Price and Series C Conversion Price in effect at the time. The
Corporation will take all such action as may be necessary to assure that all
such shares of Common Stock may be so issued without violation of any applicable
law or regulation, or of any requirement of any national securities exchange
upon which the Common Stock may be listed.

          6K.  No Reissuance of Preferred Stock.  Shares of Preferred Stock
               --------------------------------
which are converted into shares of Common Stock as provided herein shall not be
reissued.

          6L.  Issue Tax.  The issuance of certificates for shares of Common
               ---------
Stock upon conversion of Preferred Stock shall be made without charge to the
holders thereof for any issuance tax in respect thereof, provided that the
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any certificate in a
name other than that of the holder of the Preferred Stock which is being
converted.

          6M.  Closing of Books.  The Corporation will at no time close its
               ----------------
transfer books against the transfer of any Preferred Stock or of any shares of
Common Stock issued or issuable upon the conversion of any shares of Preferred
Stock in any manner which interferes with the timely conversion of such
Preferred Stock, except as may otherwise be required to comply with applicable
securities laws.

          6N.  Definition of Common Stock.  As used in this paragraph 6, the
               --------------------------
term "Common Stock" shall mean and include the Corporation's authorized Common
Stock, par value $0.01 per share, as constituted on the date of filing of these
terms of the Preferred Stock, and shall also include any capital stock of any
class of the Corporation thereafter authorized which shall not be limited to a
fixed sum or percentage in respect of the rights of the holders thereof to
participate in dividends or in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation; provided
that the shares of Common Stock receivable upon conversion of shares of
Preferred Stock shall include only shares designated as Common Stock of the
Corporation on the date of filing of this instrument, or in case of any
reorganization or reclassification of the outstanding shares thereof, the stock,
securities or assets provided for in subparagraph 6G.

          6O.  Mandatory Conversion on Public Offering.  If at any time the
               ---------------------------------------
Corporation shall effect a public offering of shares of Common Stock in which
(i) the aggregate price paid for such shares by the public shall be at least
$20,000,000 and (ii) the price paid by the public for such shares shall be at
least $3.4180 per share (appropriately adjusted to reflect the occurrence of any
event described in subparagraph 6F) (herein, an "Initial Public Offering"), then
effective upon the closing of the sale of such shares by the Corporation
pursuant to such public offering, all outstanding shares of Preferred Stock
shall automatically convert to shares of Common Stock on the basis set forth in
this paragraph 6.  Holders of shares of Preferred Stock so converted may deliver
to the Corporation at its principal office (or such other office or agency of
the Corporation as the Corporation may designate by notice in writing to such
holders) during its usual business hours, the certificate or certificates for
the shares so converted.  As promptly as
<PAGE>

                                      -35-

practicable thereafter, the Corporation shall issue and deliver to such holder a
certificate or certificates for the number of whole shares of Common Stock to
which such holder is entitled, together with any cash dividends and payment in
lieu of fractional shares to which such holder may be entitled pursuant to
subparagraph 6C. Until such time as a holder of shares of Preferred Stock shall
surrender his or its certificates therefor as provided above, such certificates
shall be deemed to represent the shares of Common Stock to which such holder
shall be entitled upon the surrender thereof.

          6P.  Mandatory Conversion in Certain Circumstances.  In the event
               ---------------------------------------------
that, at any time, 75% or more of the maximum number of shares of the Preferred
Stock which were ever outstanding shall have been converted into fully paid and
nonassessable shares of Common Stock, all of the remaining shares of Preferred
Stock shall be deemed to be converted automatically into fully paid and
nonassessable shares of Common Stock, in the manner and on the basis set forth
in this paragraph 6.  Notwithstanding the foregoing, if an automatic conversion
pursuant to the preceding sentence is other than in connection with an Initial
Public Offering, then the automatic conversion of the Series C Preferred Stock
under this paragraph 6P shall take place only if more than 50% of the maximum
number of shares of Series C Preferred Stock which were ever outstanding shall
have been converted into fully paid and nonassessable shares of Common Stock.


                               B.  COMMON STOCK

          1.   Relative Rights of Preferred Stock and Common Stock.  All
               ---------------------------------------------------
preferences, voting powers, relative, participating, optional or other special
rights and privileges, and qualifications, limitations, or restrictions of the
Common Stock are expressly made subject and subordinate to those that may be
fixed with respect to any shares of the Preferred Stock.

          2.   Voting Rights.  Except as otherwise required by law or this
               -------------
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect of each share of stock held by him of record on the books of the
Corporation for the election of directors and on all matters submitted to a vote
of stockholders of the Corporation.  Notwithstanding the provisions of Section
242(b)(2) of the Delaware General Corporation Law,  the number of authorized
shares of Common Stock may be increased or decreased (but not below the number
of shares then outstanding) by the affirmative vote of the holders of a majority
of the outstanding shares of capital stock of the Corporation, with each such
share being entitled to such number of votes per share as is provided in this
Article FOURTH.

          3.   Dividends.  Subject to the preferential rights of the Preferred
               ---------
Stock, if any, the holders of shares of Common Stock shall be entitled to
receive, when and if declared by the Board of Directors, out of the assets of
the Corporation which are by law available therefor, dividends payable either in
cash, in property or in shares of capital stock; provided, however, that the
                                                 --------  -------
Corporation shall not declare a dividend with respect to the Preferred Stock
unless the same dividend (on an as-converted basis) is declared with respect to
the Common Stock; provided,
                  --------
<PAGE>

                                      -36-

however, that the Corporation shall pay any such dividends in full first to the
-------
holders of the Preferred Stock before any such dividends are paid to the holders
of Common Stock.

     4.  Dissolution, Liquidation or Winding Up. In the event of any
         --------------------------------------
dissolution, liquidation or winding up of the affairs of the Corporation, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of the Preferred Stock, holders of Common Stock shall be
entitled, unless otherwise provided by law or this Certificate of Incorporation,
to receive all of the remaining assets of the Corporation of whatever kind
available for distribution to stockholders ratably in proportion to the number
of shares of Common Stock held by them respectively.
<PAGE>

                           CERTIFICATE OF AMENDMENT

                                      OF

                         CERTIFICATE OF INCORPORATION

      MotherNature.com, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

      FIRST:  That the Board of Directors of MotherNature.com, Inc. (the
"Corporation"), at a meeting duly called and held on July 22, 1999, duly and
validly adopted the following resolutions:

RESOLVED:    That, subject to stockholder approval, the Corporation's
             Certificate of Incorporation, as amended to such date (the
             "Charter"), be amended as set forth in an amendment to the Charter
             substantially in the form attached hereto as Exhibit A (the
                                                          ---------
             "Charter Amendment").
              -----------------

RESOLVED:    That the Board of Directors of the Corporation deems it advisable
             and in the best interests of the Corporation that the Corporation
             amend the Charter as contemplated by the foregoing resolution and
             the Charter Amendment is hereby recommended to the stockholders for
             their approval.

RESOLVED:    That the Charter Amendment be submitted to the stockholders for
             their approval, and that after the approval by the stockholders,
             the Chief Executive Officer and the Secretary of the Corporation
             be, and each of them acting singly hereby is, authorized to execute
             the Charter Amendment; and that, as promptly as practicable
             thereafter, the Corporation is hereby authorized to file the
             Charter Amendment with the Secretary of State of the State of
             Delaware.

      SECOND:  That stockholders of the Corporation duly adopted such
resolutions by written consent on July 26, 1999, in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

      THIRD:  That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

                                      -2-


      IN WITNESS WHEREOF, said MotherNature.com, Inc. has caused this
certificate to be executed by Michael Barach, its President and Chief Executive
Officer, and attested to by Michael Bayer, its Treasurer and Secretary, on this
30th day of July, 1999.

                                      MOTHERNATURE.COM, INC.


                                      By: /s/ Michael Barach
                                          -----------------------------
                                          Michael Barach
                                          President and Chief Executive Officer

ATTEST:


By: /s/ Michael Bayer
    -----------------------
    Michael Bayer
    Treasurer and Secretary


<PAGE>

                                   EXHIBIT A
                                   ---------


          The following text shall replace the first sentence of Section 6O of
Article Fourth of the Certificate of Incorporation:

          "If at any time the Corporation shall effect a public offering of
          shares of Common Stock in which (i) the aggregate price paid for such
          shares by the public shall be at least $20,000,000 and (ii) the price
          paid by the public for such shares shall be at least $3.4180 per share
          (appropriately adjusted to reflect the occurrence of any event
          described in subparagraph 6F) (herein, an "Initial Public Offering"),
          then effective upon the closing of the sale of such shares by the
          Corporation pursuant to such public offering, all outstanding shares
          of Preferred Stock shall automatically convert to shares of Common
          Stock on the basis set forth in this paragraph 6, and provided,
          however, that the requirement set forth in subclause (ii) shall not be
                                                                          ---
          applicable if such registration statement is declared effective on or
          before December 31, 1999."

          The following text shall be inserted immediately prior to the last
sentence of Section 6A of Article Fourth of the Certificate of Incorporation:

          "Notwithstanding the foregoing, the Series C Conversion Price shall be
          set at $2.1116 subject to the Corporation's effecting a firm
          commitment underwritten public offering which is declared effective on
          or before December 31, 1999 pursuant to which the price paid by the
          public for shares of the Corporation's Common Stock shall be less than
                                                                       ---- ----
          $3.174 per share."
<PAGE>




                           CERTIFICATE OF AMENDMENT

                                      OF

                         CERTIFICATE OF INCORPORATION

     MotherNature.com, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     FIRST:  That the Board of Directors of MotherNature.com, Inc. (the
"Corporation"), at a meeting duly called and held on October 18, 1999, duly and
validly adopted the following resolutions:

RESOLVED:    That, subject to stockholder approval, the Corporation's
             Certificate of Incorporation, as amended to date (the "Charter"),
             be amended as set forth in an amendment to the Charter
             substantially in the form attached hereto as Exhibit A (the
                                                          ---------
             "Charter Amendment").
              -----------------

RESOLVED:    That the Board of Directors of the Corporation deems it advisable
             and in the best interests of the Corporation that the Corporation
             amend the Charter as contemplated by the foregoing resolution and
             the Charter Amendment is hereby recommended to the stockholders for
             their approval.

RESOLVED:    That the Charter Amendment be submitted to the stockholders for
             their approval, and that after the approval by the stockholders,
             the Chief Executive Officer and the Secretary of the Corporation
             be, and each of them acting singly hereby is, authorized to execute
             the Charter Amendment; and that, as promptly as practicable
             thereafter, the Corporation is hereby authorized to file the
             Charter Amendment with the Secretary of State of the State of
             Delaware.

     SECOND:  That stockholders of the Corporation duly adopted such
resolutions by written consent on October 29, 1999, in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

     THIRD:  That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

                                      -2-

     IN WITNESS WHEREOF, said MotherNature.com, Inc. has caused this certificate
to be executed by Michael Barach, its President and Chief Executive Officer, and
attested to by Michael Bayer, its Treasurer and Secretary, on this 29th day of
October, 1999.

                                   MOTHERNATURE.COM, INC.


                                   By:  /s/ Michael Barach
                                        -----------------------------
                                        Michael Barach
                                        President and Chief Executive Officer

ATTEST:


By:  /s/ Michael Bayer
     -----------------------
     Michael Bayer
     Treasurer and Secretary
<PAGE>

                                   Exhibit A
                                   ---------


     The following text shall be inserted into the Certificate of Incorporation
to amend Section 6A of Article FOURTH so as to replace in its entirety the
sentence immediately prior to the last sentence of such paragraph with the
following sentence:

          "Notwithstanding the foregoing, the Series C Conversion Price shall be
          set at $1.974606 (and not subject to further adjustment) subject to
          the Corporation's effecting a firm commitment underwritten public
          offering which is declared effective on or before December 31, 1999
          pursuant to which the price paid by the public for shares of the
          Corporation's Common Stock shall be less than $3.174 per share."
                                              ---- ----