CERTIFICATE OF INCORPORATION

                                       OF

                           5B TECHNOLOGIES CORPORATION

            THE UNDERSIGNED, for the purpose of forming a corporation pursuant
to the provisions of the General Corporation Law of the State of Delaware (the
"General Corporation Law"), does hereby certify as follows:

            FIRST: The name of the corporation is 5B Technologies Corporation
(hereinafter referred to as the "Corporation").

            SECOND: The address of the Corporation's registered office in the
State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle,
Delaware 19805. The name of its registered agent at such address is Corporation
Service Company.

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

            FOURTH: (A) The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 22,500,000 shares divided into
the following classes: (i) 17,500,000 shares of common stock with a par value of
$0.04 per share (the "Common Stock"); and (ii) 5,000,000 shares of preferred
stock with a par value of $0.01 per share (the "Preferred Stock")

            (B) The Board of Directors of the Corporation is authorized, subject
to the limitations prescribed by law and the provisions of this Article, to
provide for the issuance, from time to time in one or more series, of any number
of shares of Preferred Stock, and by filing a certificate of designations
pursuant to Section 151 of the General Corporation Law, to establish the number
of shares to be included in each series of Preferred Stock and to fix the
powers, designations, preferences, relative rights, qualifications and
restrictions thereof. The authority of the Board of Directors with respect to
each series of Preferred Stock shall include, but not be limited to, a
determination of the following:

                  (a) The number of shares of Preferred Stock constituting that
            series and the distinctive designation of that series;

                  (b) The dividend rate on the shares of Preferred Stock of that
            series, whether dividends shall be cumulative, and if so, from which
            date or dates, and whether they shall be payable in preference to,
            or in such relation to, the dividends payable on any other class or
            classes or of any other series of the capital stock of the
            Corporation;
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                  (c) Whether that series shall have any voting rights in
            addition to those provided by law, and if so, the terms of such
            additional voting rights;

                  (d) Whether that series shall have conversion or exchange
            privileges, and if so, the terms and conditions of such conversion
            or exchange, including provision for adjustment of the conversion or
            exchange rate in such events as the Board of Directors shall
            determine;

                  (e) Whether or not the shares of that series shall be
            redeemable, and if so, the terms and conditions of such redemption,
            including the manner of selecting shares for redemption if less than
            all of the shares are to be redeemed, the date or dates upon or
            after which they shall be redeemable and the type and amount of
            consideration payable per share in case of redemption, which amount
            may vary under different conditions and at different redemption
            dates;

                  (f) Whether that series shall be entitled to the benefit of a
            sinking fund to be applied to the purchase or redemption of shares
            of that series, and if so, the terms and amount of such sinking
            fund;

                  (g) The right of shares of that series to the benefit of
            conditions and restrictions upon the creation of indebtedness of the
            Corporation or any subsidiary, upon the issuance of any additional
            stock (including additional shares of such series or of any other
            series) and upon the payment of dividends or the making of other
            distributions on, and the purchase or redemption or other
            acquisition by the Corporation or any subsidiary of, any outstanding
            stock of the Corporation;

                  (h) The rights of the shares of that series in the event of a
            voluntary or involuntary liquidation, dissolution or winding up of
            the Corporation and whether such rights shall be in preference to,
            or in another relation to, the comparable rights of any other class
            or classes or series of capital stock; and

                  (i) Any other relative, participation, optional or other
            special rights, qualifications, limitations or restrictions of that
            series.

            FIFTH: The following provisions are inserted for the management of
the business and the conduct of the affairs of the Corporation and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

                  I. The election of directors need not be by written ballot,
unless the By-laws so provide.

                  II. The Board of Directors shall have the power, without the
consent or vote of the stockholders, to make, alter, amend, change or repeal the
By-laws of the Corporation in accordance with Article IX of the By-laws.


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            SIXTH: The Corporation shall indemnify and advance expenses to, to
the fullest extent permitted by Section 145 of the General Corporation Law, as
amended from time to time, each person who is or was a director or officer of
the Corporation and the heirs, executors and administrators of such person. Any
expenses (including attorneys' fees) incurred by each person who is or was a
director or officer of the Corporation, and the heirs, executors and
administrators of such person, in connection with defending any such proceeding
in advance of its final disposition shall be paid by the Corporation; provided,
however, that if the General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking by or on
behalf of such indemnitee to repay all amounts so advanced, if it shall
ultimately be determined that such indemnitee is not entitled to be indemnified
for such expenses under this Article or otherwise.

            SEVENTH: Whenever a compromise or arrangement is proposed between
the Corporation and its creditors or any class of them and/or between the
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 the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the 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 the
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 the 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 the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the 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 the Corporation, as the case may be, and also on the
Corporation.

            EIGHTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the 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 the General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit.


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            NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by the laws, and all rights herein conferred
upon stockholders, directors and officers are subject to this reserved power.

            TENTH: The name and mailing address of the sole Incorporator of the
Corporation is Danal F. Abrams, c/o Piper Marbury Rudnick & Wolfe LLP, 1251
Avenue of the Americas, New York 10020.

            IN WITNESS WHEREOF, the undersigned, being the sole Incorporator
hereinabove named, does hereby certify that the facts hereinabove stated are
truly set forth and, accordingly, hereby executes this Certificate of
Incorporation this ____ day of February, 2000.


                               /s/ Danal F. Abrams
                               ---------------------------------------
                               Danal F. Abrams, Incorporator


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