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                           CERTIFICATE OF AMENDMENT
                                    TO THE
                    RESTATED CERTIFICATE OF INCORPORATION
                       OF CARIBINER INTERNATIONAL, INC.

         (Under Section 242 of the Delaware General Corporation Law)

         Pursuant to the provisions of Section 242 of the General Corporation
Law of the State of Delaware (the "DGCL"), Caribiner International, Inc. (the
"Corporation") hereby certifies as follows:

         FIRST:    The name of the Corporation is CARIBINER INTERNATIONAL, INC.
The Corporation's original Certificate of Incorporation was filed with the
Secretary of State on December 1, 1989 under the name Ingleby Enteprises Inc. An
amendment to the original Certificate of Incorporation was filed with the 
Secretary of State on December 29, 1992, to change the Corporation's name to
Business Communications Group, Inc. A Restated Certificate of Incorporation was
filed with the Secretary of State on July 2, 1993, under the name Business
Communications Group, Inc. An  amendment to the Restated Certificate of
Incorporation was filed with the Secretary of State on December 12, 1995 to
change the Corporation's name to its present name. A second Restated Certificate
of Incorporation was filed with the Secretary of State on March 15, 1996 to
restate, integrate and further amend the Restated Certificate of Incorporation.

         SECOND:    The Board of Directors of the Corporation, at a meeting duly
called and held in accordance with the Second Amended and Restated Bylaws of the
Corporation and Section 141 of the DGCL, duly adopted resolutions proposing and
declaring advisable the amendment to the Restated Certificate of Incorporation.

         THIRD:    The Restated Certificate of Incorporation, as amended or
supplemented heretofore, is hereby further amended as follows:

         The first sentence of Article 4.1 of the Restated Certificate of
         Incorporation is hereby deleted in its entirety and the following 
         substituted in lieu thereof:

         "The aggregate number of shares that the Corporation shall have
         authority to issue is 102,000,000 shares of capital stock of which (a)
         100,000,000 shares shall be of a class of voting common stock, par
         value $0.01 per share (the "Common Stock"); and (b) 2,000,000 shares
         shall be of a class of preferred stock, par value $0.01 per share (the
         "Preferred Stock"), for which the Board of Directors (the "Board") is
         authorized hereby, subject to the limitations prescribed by law and the
         provisions of this Article to provide for the issuance of shares of 
         Preferred Stock in

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         series, and by filing a certificate pursuant to the DGCL to establish
         from time to time the number of shares to be included in each such
         series, and  to fix the designation, powers, preferences and rights of
         the shares  of each such series of Preferred Stock and the

         qualifications, limitations or restrictions thereof."

         FOURTH:    The foregoing amendment to the Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of Section 242
of the DGCL pursuant to a duly adopted resolution of the Board of Directors of
the Corporation, an annual meeting of the stockhoders of the Corporation was
duly called and held, upon notice in accordance with Section 222 of the DGCL, at
which meeting a majority of the outstanding stock entitled to vote thereon was
voted in favor of the amendment.

         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Raymond S. Ingleby, its  Chairman and Chief Executive Officer, and
attested by Harold E. Schwartz,its Secretary, as of this 30th day of March,
1998.

                                       CARIBINER INTERNATIONAL, INC.

                                       By  /s/ Raymond S. Ingleby
                                          -----------------------------------
                                          Raymond S. Ingleby
                                          Chairman of the Board and Chief
                                          Executive Officer

ATTEST:

By: /s/ Harold E. Schwartz
   ------------------------
    Harold E. Schwartz
    Secretary