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                                                  (Restated in electronic format
                                                   for SEC filing purposes only)


                          AMENDED AND RESTATED CHARTER
                                       OF
                          SCB COMPUTER TECHNOLOGY, INC.


         1.       The name of the corporation is SCB Computer Technology, Inc.

         2.       The corporation is for profit.

         3.       The duration of the corporation is perpetual.

         4.       The street address and zip code of the corporation's principal
office in Tennessee shall be:

                            1365 West Brierbrook Road
                            Memphis, Tennessee 38138
                            County of Shelby

         5.       (a)  The name of the corporation's registered agent is Gordon 
L. Bateman.

                  (b)  The street address, zip code, and county of the
corporation's registered office and registered agent in Tennessee shall be:

                            1365 West Brierbrook Road
                            Memphis, Tennessee 38138
                            County of Shelby

         6.       The corporation is organized to do any and all things and to
exercise any and all powers, rights, and privileges that a corporation may now
or hereafter be organized to do, or to exercise, under the Tennessee Business
Corporation Act, as amended.

         7.       The corporation is authorized to issue two classes of stock 
in the following number of shares: (i) 50,000,000 shares of common stock, par 
value $.01 per share (the "Common Stock"), and (ii) 1,000,000 shares of 
preferred stock, no par value (the "Preferred Stock").


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         The preferences, limitations, and relative rights of the above classes
of stock shall be as follows:

         (a) Preferred Stock. Shares of Preferred Stock may be issued in one or
more classes or series at such time or times for such consideration as the Board
of Directors may determine. Each such class or series shall be given a
distinguishing designation. All shares of any one class or series shall have
preferences, limitations, and relative rights identical with those of other
shares of the same class or series and, except to the extent otherwise provided
in the description of such class or series, with those of other shares of
Preferred Stock. Authority is hereby expressly granted to the Board of Directors
to fix from time to time, by resolution or resolutions providing for the
establishment and issuance of any class or series of Preferred Stock, the
designation of such class or series, and the relative rights, preferences,
qualifications, and limitations of the shares of such class or series. Before
issuing any shares of Preferred Stock, the corporation shall deliver to the
Secretary of State for filing Articles of Amendment, which shall be effective
without shareholder action, that set forth (a) the name of the corporation, (b)
the text of the amendment determining the terms of the class or series, (c) the
date the amendment was adopted, and (d) a statement that the amendment was duly
adopted by the Board of Directors.

         (b) Common Stock. Each share shall be entitled to one vote. Upon
dissolution of the corporation, each share of Common Stock shall be entitled to
receive a pro-rata share of the net assets of the corporation.

         8. The shareholders of the corporation shall not have preemptive
rights.

         9. All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed under the
direction of, a Board of Directors consisting of not less than three nor more
than nine directors, the exact number of directors to be determined in the
manner provided in the Bylaws of the corporation. Each director shall be elected
at the annual meeting of shareholders and shall hold office until the next
annual meeting and until his or her successor shall be elected and qualified,
subject, however, to prior death, resignation, retirement, disqualification, or
removal from office. Any vacancy on the Board of Directors, including a vacancy
that results from an increase in the number of directors or a vacancy that
results from the removal of a director with or without cause, shall be filled
either by the Board of Directors or the shareholders.

         Any director may be removed from office but only for cause and only by
(a) the affirmative vote of the holders of a majority of the voting power of the
shares entitled to vote for the election of directors, considered for this
purpose as one class, unless a vote of a special voting group is otherwise
required by law, or (b) the affirmative vote of a majority of the entire Board
of Directors then in office.

         Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of shareholders, the election,


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term of office, filling of vacancies, and other features of such directorships
shall be governed by the terms of this Charter applicable thereto.

         10. To the fullest extent permitted by the Tennessee Business
Corporation Act as in effect on the date hereof and as hereafter amended from
time to time, a director of the corporation shall not be liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. If the Tennessee Business Corporation Act or any successor
statute is amended after adoption of this provision to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Tennessee Business Corporation Act, as so
amended from time to time, or such successor statute. Any repeal or modification
of this Article 10 by the shareholders of the corporation shall not affect
adversely any right or protection of a director of the corporation existing at
the time of such repeal or modification or with respect to events occurring
prior to such time.

         11. The corporation shall indemnify every person who is or was a party
or is or was threatened to be made a party to any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the fact
that he or she is or was a director or officer or is or was serving at the
request of the corporation as a director, officer, employee, agent, or trustee
of another corporation or of a partnership, joint venture, trust, employee
benefit plan, or other enterprise, including service on a committee formed for
any purpose (and, in each case, his or her heirs, executors, and
administrators), against all expense, liability, and loss (including counsel
fees, judgments, fines, ERISA excise taxes, penalties, and amounts paid in
settlement) actually and reasonably incurred or suffered in connection with such
action, suit, or proceeding, to the fullest extent permitted by applicable law,
as in effect on the date hereof and as hereafter amended. Such indemnification
may include advancement of expenses in advance of final disposition of such
action, suit, or proceeding, subject to the provision of any applicable statute.

         The indemnification and advancement of expenses provisions of this
Article 11 shall not be exclusive of any other right that any person (and his or
her heirs, executors, and administrators) may have or hereafter acquire under
any statute, this Charter, the corporation's Bylaws, resolution adopted by the
shareholders, resolution adopted by the Board of Directors, agreement, or
insurance, purchased by the corporation or otherwise, both as to action in his
or her official capacity and as to action in another capacity. The corporation
is hereby authorized to provide for indemnification and advancement of expenses
through its Bylaws, resolution of shareholders, resolution of the Board of
Directors, or agreement, in addition to that provided by this Charter.

         12. The Bylaws of this corporation may be amended, altered, modified,
or repealed by resolution adopted by the Board of Directors, subject to any
provisions of law then applicable.

         13. The corporation shall hold a special meeting of shareholders only
in the event (a) of a call of the Board of Directors of the corporation or the
officers authorized to do so by


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the Bylaws of the corporation, or (b) the holders of at least twenty-five
percent of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting sign, date, and deliver to the
corporation's secretary one or more written demands for the meeting describing
the purpose or purposes for which it is to be held."