<PAGE>

                                                                     Exhibit 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                              MEDICONSULT.COM, INC.

     1. Name. The name of the Corporation shall be: Mediconsult.com, Inc.

     2. Registered Office and Agent. The address of the corporation's registered
office in the State of Delaware is: 1013 Centre Road, Wilmington, Delaware
19805, New Castle County. The name of the Corporation's registered agent at such
address is: The Corporation Service Company.

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

     4. Duration. The corporation is to have perpetual existence.

     5. Capital Stock.

        5.01 Authorized Shares. The aggregate number of shares which the Company
shall have authority to issue is Fifty-five Million (55,000,000). Fifty million
(50,000,000) shares shall be designated "Common Stock" and shall have a par
value of $.001. Five Million (5,000,000) shares shall be designated "Preferred
Stock" and shall have a par value of $.001. All shares of the Company shall be
issued for such consideration, expressed in dollars, as the Board of Directors
may, from time to time, determine.

        5.02 Consideration for Stock. Shares of Common and Preferred Stock
issued shall be fully paid and nonassessable if (a) the entire amount of
consideration has been received by the Company in the form of cash, services
rendered, personal property, real property, leases of real property, or a
combination thereof; or (b) not less than the amount of the consideration
determined to be capital pursuant to Section 154 of the General Corporation Law
of Delaware has been received by the Company in the form specified in clause (a)
and the Company has received a binding obligation of the subscriber to pay the
balance of the consideration due. The Board of Directors shall have sole
authority to determine the consideration to be received for the Company's stock
and treasury stock, which shall not be less than the par value thereof.

        5.03 Common Stock. The Common Stock may be issued from time to time in
one or more classes or series in any manner permitted by law, as determined by
the Board of Directors and stated in the resolution or resolutions providing for
issuance thereof. Each class or series shall be appropriately designated, prior
to issuance of any shares thereof, by some distinguishing letter, number or
title. All shares of each class or series of Common Stock shall be alike in
every particular and shall be of equal rank and have the same power, preferences
and rights, and shall be subject to the same qualifications, limitations and
restrictions, if any. The Common Stock may have such voting powers (full,
limited, contingent or no voting powers), such designations, preferences and
relative, participating, optional or other special rights, and be subject to
such qualifications, limitations and 

<PAGE>

restrictions, as the Board of Directors shall determine by resolution or 
resolutions. Unless otherwise resolved by the Board of Directors, each Common 
Stock share shall be of the same class and carry such voting rights as 
elsewhere provided for in this Charter, without any designation, preference 
or relative, participating, optional or other special rights, and subject to 
no qualification, limitation or restriction.

        5.04 Preferred Stock. The Preferred Stock may be issued from time to 
time in series as determined by the Board of Directors and stated in the 
resolution or resolutions providing for issuance thereof. The Board of 
Directors is further authorized to fix and determine the variations in the 
relative rights and preferences as between series. Each such series shall be 
appropriately designated, prior to the issuance of any shares thereof, by 
some distinguishing letter, number, or title. The Preferred Stock may have 
limited, contingent or no voting powers, may have such designations, 
preferences, and relative, participating, optional or other special rights, 
and be subject to such qualifications, limitations and restrictions, as the 
Board of Directors shall determine by resolution or resolutions. The 
Preferred Stock further may be made subject to redemption by the Company at 
its option or at the options of the holders thereof and may be convertible 
into Common Stock or exchangeable for other securities of the Company.

        5.05 Amendment of Shareholder Rights. So long as no shares of any class
or series established by resolution of the Board of Directors have been issued,
the voting rights, designations, preferences and relative, optional,
participating or other rights of these shares may be amended by resolution of
the Board of Directors.

        5.06 Shares Reacquired by the Company. Shares of the Company's Common
Stock or Preferred Stock redeemed or otherwise reacquired by the Company shall
not be canceled and retired, unless the Board of Directors specifically so
resolves at the time issuance thereof is authorized, but shall be given the
status of authorized and unissued shares.

        5.07 Dividends. Dividends in cash, property or shares of the Company may
be paid upon the Preferred and Common Stock, as and when declared by the Board
of Directors, out of funds of the Company to the extent and in the manner
permitted by law. If at any time the Company has outstanding more than one class
of shares, it may pay dividends on its shares to the holders of any class of
shares, without the vote of shareholders of the class in which the payment is to
be made.

        5.08 Voting Rights; Cumulative Voting. Each outstanding share of Common
Stock shall be entitled to one vote and each fractional share of Common stock
shall be entitled to a corresponding fractional vote on each matter submitted to
a vote of shareholders. The voting rights of Preferred Stock, if any, shall be
established by the Board of Directors at the time such stock is issued in
series. Cumulative voting shall not be allowed in the election of directors of
the Company.

        5.09 Voting Rights of Debt Holders. Holders of debentures, bonds or
other obligations of the Company may, at the time of issuance thereof, be given
the right to vote in the election of Directors or other voting rights. Any such
voting rights may be fixed or contingent.


<PAGE>

          5.10 Denial of Pre-emptive Rights. No holder of any shares of the
Company, whether now or hereafter authorized, shall have any pre-emptive or
preferential right to acquire any shares or securities of the Company, including
shares or securities held in the treasury of the Company.

        5.11 Distribution in Liquidation. Upon any liquidation, dissolution or
winding up of the Company, and after paying or adequately providing for the
payment of all its obligations, including any preferences granted to Preferred
Stock, the remainder of the Company, a portion of its assets, in cash or
property, subject to the limitations contained in the General Corporation Law of
Delaware. Any such partial liquidation may be made without the vote or approval
of shareholders. The Company may also make purchases of its Common or Preferred
Stock, directly or indirectly, to the extent of unreserved and unrestricted
earned surplus available, without the vote or approval of shareholders.

     6. Quorum. One-third (1/3) of the total voting power, or where a separate
vote by class or series is required, one-third (1/3) of the shares of each such
class or series, represented in person or by proxy, shall constitute a quorum at
any meeting of the Company's shareholders.

     7. Vote Required. Any action to be taken by the Company's shareholders may
be taken by a majority of the voting power present, in person or by proxy,
except where this Charter or the Company's Bylaws then in effect require a
higher proportion of the voting power present, a proportion of the total voting
power, or both. Nothing contained in this Article 7 shall affect the voting
rights of holders of any class or series of shares entitled to vote as a class
or by series.

     8. Action Without Meeting. Notwithstanding any other provision of this
Charter, any action by the shareholders may be taken by written consent in lieu
of a meeting, without prior notice or vote, of the holders of that portion of
the total voting power necessary to authorize such action. The manner of
obtaining any such written consent shall be governed by the Company's Bylaws.

     9.   Initial Director.  The name of the person who is to serve as the
director until the first annual meeting of shareholders or until his successor
is elected and qualified is Robert E. Jennings.

     10. Exclusion of Liability. As authorized by Section 102(b)(7) of the
General Corporation Law of Delaware, no Director of the Company shall be
personally liable to the Company or any shareholder thereof for monetary damages
for breach of his fiduciary duty as a Director, except for liability (i) for any
breach of a Director's duty of loyalty to the Company or its shareholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for acts in violation of Section 174 of the
General Corporation Law of Delaware, as it now exists or may hereafter be
amended, or (iv) for any transaction from which a Director derives an improper
personal benefit. This Article 10 shall apply to a person who has ceased to be a
Director of the Company with respect to any breach of fiduciary duty which
occurred when such person was serving as a Director. This Article 10 shall not
be construed to limit or modify in any 


<PAGE>

way any director's right to indemnification or other right whatsoever under this
Charter, the Company's Bylaws or the General Corporation Law of Delaware. If the
General Corporation Law of Delaware hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of the Company's Directors, in addition to the limitation on personal
liability provided herein, shall be limited to the fullest extent permitted by
the General Corporation law of Delaware as so amended. Any repeal or
modification of this Article 10 by the shareholders shall be prospective only
and shall not adversely affect any limitation on the personal liability of any
Director existing at the time of such repeal or modification. The affirmative
vote of at least two-thirds (2/3) of the total voting power shall be required to
amend or repeal, or adopt any provision inconsistent with, this Article 10.

     11.  Indemnification.

          11.1 Actions, Suits or Proceedings other than by or in the Right of
the Company. The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company), by reason of the fact
that he is or was or has agreed to become a director or officer of the Company,
or is or was serving or has agreed to serve at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges, expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company.

          11.2. Actions or Suits by or in the Right of the Company. The Company
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Company to procure a judgment in its favor by reason of the fact that he
is or was or has agreed to become a director or officer of the Company, or is or
was serving or has agreed to serve at the request of the Company as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted in
such capacity, against costs, charges and expenses (including attorney's fees)
actually and reasonably incurred by him or on his behalf in connection with the
defense or settlement of such action or suit and any appear therefrom, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Company unless and only to the
extent that tho Court of Chancery of Delaware or the court in which such action
or suit was brought shall determine upon 


<PAGE>

application that, despite the adjudication of such liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such costs, charges and expenses which the Court of Chancery or
such other court shall deem proper.

              11.3. Indemnification for Costs, Charges and Expenses of
Successful Party. Notwithstanding the other provisions of this Article, to the
extent that a director or officer of the Company has been successful on the
merits or otherwise, including, without limitation, the dismissal of an action
without prejudice, in defense of any action, suit or proceeding referred to in
Sections 11.1 and 11.2 of this Article, or in defense of any claim, issue or
matter therein, he shall be indemnified against all costs, charges and expenses
(including attorney's fees) actually and reasonably incurred by him or on his
behalf in connection therewith.

              11.4. Determination of Right to Indemnification.. Any
indemnification under Sections 11.1 and 11.2 of this Article (unless ordered by
a court) shall be paid by the Company unless a determination is made (i) by a
disinterested majority of the Board of Directors who were not parties to such
action, suit or proceeding, or (ii) if such disinterested majority of the Board
of Directors so directs, by independent legal counsel in a written opinion, or
(iii) by the shareholders, that indemnification of the director or officer is
not proper in the circumstances because he has not met the applicable standard
of conduct set forth in Sections 11.1 and 11.2 of this Article.

              11.5. Advances of Costs, Charges and Expenses. Costs, charges and
expenses (including attorney's fees) incurred by a person referred to in
Sections 11.1 or 11.2 of this Article in defending a civil or criminal action,
suit or proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding; provided, however, that the
payment of such costs, charges and expenses incurred by a director or officer in
his capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer) in
advance of the final disposition of such action, suit or proceeding shall be
made only upon receipt of an undertaking by or on behalf of the director or
officer to repay all amounts so advanced in the event that it shall ultimately
be determined that such director or officer is not entitled to be indemnified by
the Company as authorized in this Article. Such costs, charges and expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the majority of the Directors deems appropriate. The
majority of the Directors may, in the manner set forth above, and upon approval
of such director, officer, employee or agent of the Company, authorize the
Company's counsel to represent such person, in any action, suit or proceeding,
whether or not the Company is a party to such action, suit or proceeding.

              11.6 Procedure for Indemnification. Any indemnification under
Sections 11.1, 11.2 and 11.3, or advance of costs, charges and expenses under
Section 11.5 of this Article, shall be made promptly, and in any event within 60
days, upon the written request of the director or officer. The right to
indemnification or advances as granted by this Article shall be enforceable by
the director or officer in any court of competent jurisdiction if the company
denies such request, in whole or in part, or if no disposition thereof is made


<PAGE>

within 60 days. Such person's costs and expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such action shall also be indemnified by the Company. It shall be a defense
to any such action (other than an action brought to enforce a claim for the
advance of costs, charges and expenses under Section 11.5 of this Article where
the required undertaking, if any, has been received by the Company) that the
claimant has not met the standard of conduct set forth in Sections 11.1 or 11.2
of this Article, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Company (including its Board of
Directors, its independent legal counsel and its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections 11.1 or 11.2 of this Article, nor the
fact that there has been an actual determination by the Company (including its
Board of Directors, its independent legal counsel and its shareholders) that the
claimant has not net such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

              11.7. Settlement. If in any action, suit or proceeding, including
any appeal, within the scope of Sections 11.1 or 11.2 of this Article, the
person to be indemnified shall have unreasonably failed to enter into a
settlement thereof, then, notwithstanding any other provision hereof, the
indemnification obligation of the Company to such person in connection with such
action, suit or proceeding shall not exceed the total of the amount at which
settlement could have been made and the expenses by such person prior to the
time such settlement could reasonably have been effected.

              11.8. Other Rights, Continuation of Right of Indemnification. The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which any director, officer, employee or agent seeking
indemnification rnay be entitled under any law (common or statutory), agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
office or while employed by or acting as agent for the Company, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent, and shall inure to the benefit of the estate, heirs, executors and
administrators of such person. All rights to indemnification under this Article
shall be deemed to be a contract between the Company and each director or
officer of the Company who serves or served in such capacity at any time while
this Article is in effect. Any repeal or modification of this Article or any
repeal or modification of relevant provisions of the General Corporation Law of
Delaware or any other applicable laws shall not in any way diminish any rights
to indemnification of such director, officer, employee or agent or the
obligations of the Company arising hereunder. This Article shall be binding upon
any successor corporation to this Company, whether by way of acquisition,
merger, consolidation or otherwise.

                   11.9. Insurance. The Company may purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise 


<PAGE>

against any liability asserted against him and incurred by him or on his behalf
in any such capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability under the
provisions of this Article; provided, however, that such insurance is available
on acceptable terms, which determination shall be made by a vote of a majority
of the Directors.

              11.10. Savings Clause. If this Article or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Company (i) shall nevertheless indemnify each director and officer of the
Company and (ii) may nevertheless indemnify each employee and agent of the
Company, a to any cost, charge and expense (including attorney's fees),
judgment, fine and amount paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
an action by or in the right of the Company, to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated and to
the full extent permitted by applicable law.

              11.11. Amendment. The affirmative vote of at least two-thirds
(2/3) of the total voting power shall be required to amend, repeal, or adopt any
provision inconsistent with, this Article. No amendment, termination or repeal
of this Article shall affect or impair in any way the rights of any director or
officer of the company to indemnification under the provisions hereof with
respect to any action, suit or proceeding arising out of, or relating to, any
actions, transactions or facts occurring prior to the final adoption of such
amendment, termination or appeal.

              11.12. Subsequent Legislation. If the General Corporation Law of
Delaware is amended after approval by the shareholders of this Article to
further expand the indemnification permitted to directors, officers, employees
or agents of the Company, then the Company shall indemnify such persons to the
fullest extent permitted by the General Corporation Law of Delaware, as so
amended.

     12. Powers. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

          (a)  To make, alter or repeal the bylaws of the corporation;

          (b) To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation;

          (c) To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created;

          (d) By a majority of the whole board of directors, to designate one or
more committees, each committee to consist of one or more of the directors of
the corporation. The board of directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. The bylaws may provide that in the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint 


<PAGE>

another member of the board of directors to act at the meeting in the place of
any such agent or disqualified member. Any such committee, to the extent
provided in the resolution of the board of directors, or in the bylaws of the
corporation, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation; and,
unless the resolution or bylaws expressly so provide, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock;

          (e) When and as authorized by the stockholders in accordance with
statute, to sell, lease or exchange all or substantially all of the property and
assets of the corporation, including its goodwill and its corporate franchise,
upon such terms and conditions and for such consideration, which may consist in
whole or in part of money or property, including shares of stock in, and/or
other securities of, any other corporation or corporations, as its board of
directors shall deem expedient and for the best interests of the corporation.

     13. Compromise and Reorganization. Whenever a compromise or arrangement is
proposed between the Company and its creditors or any class of them and/or
between the Company 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 Company or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Company under the
provisions of Section 29l of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Company 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 Company, 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 Company, as the case
may be, agree to any compromise or arrangement to any reorganization of the
Company as consequences 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 Company, as the case may be, and also on the Company.

     14. Bylaws. The initial Bylaws of the Company shall be adopted by its Board
of Directors. The power to alter, amend or repeal the Bylaws or adopt new Bylaws
shall be vested in the Board of Directors, subject to the right of the
shareholders to alter, amend or repeal such Bylaws or adopt new Bylaws by the
affirmative vote of at least two-thirds (2/3) of the total voting power. The
Bylaws may contain any provisions for the regulation and management of the
affairs of the Company not inconsistent with law or this Charter.


<PAGE>

     15. Amend Certificate of Incorporation. The Corporation reserves the right
to amend its Certificate of Incorporation from time to time in accordance with
the General Corporation Law of Delaware.

     16. Incorporator. The mailing address of the corporation's incorporator is:
Jon D. Sawyer, Krys Boyle Freedman Scott & Sawyer, P.C., 600 - - 17th Street,
Suite 2700, Denver, Colorado 80202.

     THE UNDERSIGNED, being the incorporator named hereinbefore, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does make this Certificate of Incorporation, hereby declaring and
certifying that this is his act and deed and the facts herein stated are true,
and, accordingly, has hereunto set his hand this 2nd day of December, l996.

                              /s/ Jon D. Sawyer
                              --------------------------------
                              Jon D. Sawyer


<PAGE>


                              CERTIFICATE OF MERGER

                                     MERGING

                              MEDICONSULT.COM INC.

                          (A COLORADO CORPORATION) INTO

                              MEDICONSULT.COM, INC.

                            (A DELAWARE CORPORATION)


         CERTIFICATE OF MERGER entered into this 4th day of December, 1996 by
and between MEDICONSULT.COM INC., a Colorado corporation and MEDICONSULT.COM,
INC., a Delaware corporation.

         THIS IS TO CERTIFY:

         FIRST: MEDICONSULT.COM, INC., a corporation organized and existing
under the laws of the State of Delaware (hereinafter sometimes referred to as
"MEDICONSULT-DE"), and MEDICONSULT.COM INC., a corporation organized and
existing under the laws of the State of Colorado (hereinafter sometimes referred
to as "MEDICONSULT-CO"), agree that MEDICONSULT-CO shall be merged into
MEDICONSULT-DE. The terms and conditions of the merger and the mode of carrying
the same into effect are as herein set forth in these Articles of Merger.

         SECOND: MEDICONSULT-DE shall survive the merger and shall continue 
under the name of MEDICONSULT.COM, INC.

         THIRD: The parties to the Articles of Merger are MEDICONSULT.COM, INC.,
a corporation organized under the General Corporation Law of the State of
Delaware and MEDICONSULT.COM INC., a corporation organized and existing under
the laws of the State of Colorado.

         FOURTH:  No amendment is made to the Articles of Incorporation of 
MEDICONSULT-DE, the surviving corporation, as part of the merger.


<PAGE>

         FIFTH: The Plan of Merger is as set forth in the Agreement and the Plan
of Merger dated December 4, 1996, which is attached hereto and incorporated
herein by this reference.

         SIXTH:  The Agreement and Plan of Merger has been approved, adopted, 
certified, executed and acknowledged by each of the constituent corporations.

         SEVENTH: The Agreement and Plan of Merger was duly advised, authorized
and approved in the manner required by the Articles of Incorporation of
MEDICONSULT-CO and the laws of the State of Colorado, and the number of shares
voted for the Agreement and Plan of Merger was sufficient for approval. On the
date of the vote of the stockholders of MEDICONSULT-CO, the number and
designation of shares of MEDICONSULT-CO outstanding were 14,739,400 shares of
Common Stock, $.001 par value, of which 11,000,000 shares voted in favor of the
Agreement and Plan of Merger. No shares of any other class of stock were
outstanding.

         EIGHTH: MEDICONSULT-DE hereby agrees that it may be served with process
in the State of Colorado in any proceeding for the enforcement of any obligation
of it arising from the merger, including the rights of any dissenting
stockholders thereof, and hereby irrevocably appoints the Secretary of State of
Colorado as its agent to accept service of process in any such suit or other
proceedings and agrees that service of any such process may be made by
personally delivering to and leaving with such Secretary of State of Colorado,
duplicate copies of such process, and hereby authorizes the Secretary of State
of Colorado to send forthwith by registered mail one of such duplicate copies of
such process addressed to it c/o Jon D. Sawyer, P.C., at 600- 17th Street, Suite
2700, Denver, Colorado 80202, unless MEDICONSULT-DE shall hereafter designate in
writing to such Secretary of State of Colorado a different address for such
process, in which case the duplicate copy of such process shall be mailed to the
last address so designated.


<PAGE>


         IN WITNESS WHEREOF, the parties to the merger have caused this
Certificate of Merger to be signed in their respective corporate names and on
their behalf by the respective presidents and witnessed or attested by their
respective secretaries as of the 4th day of December, 1996.

ATTEST                                      MEDICONSULT.COM, INC.
                                            (a Delaware Corporation)

/s/ Robert A. Jennings                         /s/ Robert A. Jennings
---------------------------                 -----------------------------
Robert E. Jennings, Secretary               Robert E. Jennings, President


ATTEST                                      MEDICONSULT.COM INC.

/s/ Robert A. Jennings                         /s/ Robert A. Jennings
---------------------------                 ------------------------------
Robert E. Jennings, Secretary               Robert E. Jennings, President

         THE UNDERSIGNED, President of MEDICONSULT.COM, INC., a Delaware
corporation, who executed on behalf of said corporation the foregoing
Certificate of Merger, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said corporation, the foregoing
Certificate of Merger to be the corporate act of said corporation and further
certifies that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.

                                            /s/ Robert A. Jennings
                                            ------------------------------
                                            Robert E. Jennings, President

         THE UNDERSIGNED, President of MEDICONSULT.COM INC., a Colorado
corporation, who executed on behalf of said corporation the foregoing
Certificate of Merger, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said corporation, the foregoing
Certificate of Merger to be the corporate act of said corporation and further
certifies that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.

                                            /s/ Robert A. Jennings
                                            ------------------------------
                                            Robert E. Jennings, President


<PAGE>


STATE OF COLORADO )
                  )ss.
COUNTY OF DENVER  )

         Robert E. Jennings, President of MEDICONSULT.COM, INC., a Delaware
corporation, personally appeared before me on the 4th day of December, 1996,
and, under oath, signed the foregoing Certificate of Merger and stated that the
facts contained therein are true to the best of his knowledge and belief.

         Witness my hand and official seal.

(NOTARIAL SEAL)
                                            /s/ Robert A. Jennings
                                            ------------------------------

My commission expires:                      Address: 600-17th Street, Suite 2700
                       --------------               Denver, Colorado  80202


<PAGE>

AGREEMENT AND PLAN OF MERGER BETWEEN
          MEDICONSULT.COM INC. (A Colorado Corporation)
                               AND
          MEDICONSULT.COM, INC.(A Delaware Corporation)

     AGREEMENT AND PLAN OF MERGER made this 4th day of December, 1996, between
MEDICONSULT.COM INC., a Colorado corporation (hereinafter called
"MEDICONSULT-CO"), and MEDICONSULT.COM, INC., a Delaware corporation
(hereinafter called "MEDICONSULT-DE").

     WHEREAS, MEDICONSULT-CO is a corporation organized and existing under the
laws of the state of Colorado, its Certificate of Incorporation having been
filed in the Office of the Secretary of State of Colorado on October 31, 1996
with its registered office located at 1401 17th Street, Suite 460, Denver,
Colorado 80202, and the registered agent in charge thereof being Jon D. Sawyer;
and

     WHEREAS, MEDICONSULT-DE is a corporation organized and existing under the
laws of the state of Delaware, its Certificate of Incorporation having been
filed in the Office of the Secretary of State of Delaware on December 3rd, 1996,
with its registered office located at 1013 Centre Road, Wilmington, Delaware
19805, and the registered agent in charge thereof being The Corporation Service
Company (New Castle County); and

     WHEREAS, MEDICONSULT-CO has an authorized capital stock consisting of Seven
Hundred Million (700,000,000) shares of Common Stock, no par value, of which
14,739,400 shares have been issued and are now outstanding, and Ten Million
(10,000,000) shares of Preferred Stock, $.10 par value, of which no shares have
been issued; and

     WHEREAS, MEDICONSULT-DE has an authorized capital stock consisting of Fifty
Million (50,000,000) shares of Common Stock, $.001 par value, of which 100
shares have been issued and are now outstanding, and Five Million (5,000,000)
shares of Preferred Stock, $.001 par value, of which no shares have been issued;
and

     WHEREAS, the Boards of Directors of MEDICONSULT-CO and of MEDICONSULT-DE,
respectively, deem it advisable and to the advantage and welfare of the two
corporate parties and their respective shareholders that MEDICONSULT-CO merge
with MEDICONSULT-DE under and pursuant to the provisions of the Colorado
Business Corporation Act and the General Corporation Law of Delaware; and

     WHEREAS, the shareholders of MEDICONSULT-CO and MEDICONSULT-DE,
respectively, have approved the merger as required by the Colorado Business
Corporation Act and the General Corporation Law of Delaware.

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained and of the mutual benefits hereby provided, it is
agreed by and between the parties hereto as follows:

     25.  Merger.  MEDICONSULT-CO shall be, and it hereby is, merged into
MEDICONSULT-DE, which shall be the surviving corporation.

     26. Effective Date. This Agreement and Plan of Merger shall become


<PAGE>

effective immediately upon compliance with the laws of the States of Colorado
and Delaware, the time of such effectiveness being hereinafter called the
Effective Date.

     27. Surviving Corporation. MEDICONSULT-DE shall survive the merger herein
contemplated and shall continue to be governed by the laws of the State of
Delaware, but the separate corporate existence of MEDICONSULT-CO shall cease
forthwith upon the Effective Date.

     28. Articles of Incorporation. The present Articles of Incorporation of
MEDICONSULT-DE shall be the Articles of Incorporation of MEDICONSULT-DE
following the Effective Date unless and until the same shall be amended or
repealed in accordance with the provisions thereof and the laws of the State of
Delaware.

     29. Bylaws. The present Bylaws of MEDICONSULT-DE shall be the Bylaws of
MEDICONSULT-DE following the Effective Date unless and until the same shall be
amended or repealed in accordance with the provisions thereof.

     30. Further Assurance of Title. If at any time MEDICONSULT-CO shall
consider or be advised that any acknowledgments or assurances in law or other
similar actions are necessary or desirable in order to acknowledge or confirm in
and to MEDICONSULT-DE any right, title or interest of MEDICONSULT-CO held
immediately prior to the Effective Date, MEDICONSULT-CO and its proper officers
and directors shall and will execute and deliver all such acknowledgments or
assurances in law and do all things necessary or proper to acknowledge or
confirm such right, title or interest in MEDICONSULT-DE as shall be necessary to
carry out the purposes of this Agreement and Plan of Merger, and MEDICONSULT-DE
and the proper officers and directors thereof are fully authorized to take any
and all such action in the name of the Company or otherwise.

     31. Retirement of Outstanding Stock. Forthwith upon the Effective Date,
each of the 100 shares of the Common Stock of MEDICONSULT-DE presently issued,
outstanding and owned by MEDICONSULT-CO shall be retired.

     8. Conversion of Outstanding Stock. Forthwith upon the Effective Date, each
of the issued and outstanding shares of Common Stock of MEDICONSULT-CO shall be
converted into one (1) fully paid and nonassessable share of Common Stock of
MEDICONSULT-DE, and each certificate nominally representing shares of Common
Stock of MEDICONSULT-CO shall be forthwith surrendered for cancellation and
reissuance of share certificates in MEDICONSULT-DE.

     9. Book Entries. The merger contemplated hereby shall be treated as a
pooling of interests and as of the Effective Date entries shall be made upon the
books of MEDICONSULT-DE in accordance with the following:

          (a) The assets and liabilities of MEDICONSULT-CO shall be recorded at
the amounts at which they are carried on the books of MEDICONSULT-CO immediately
prior to the Effective Date with appropriate adjustment to reflect the
retirement of the 100 shares of Common Stock of MEDICONSULT-DE presently issued
and outstanding.


<PAGE>

          (b) There shall be credited to the Capital Account the aggregate
amount of the par value per share of all of the Common Stock of MEDICONSULT-CO
resulting from the conversion of the outstanding common Stock of MEDICONSULT-CO.

          (c) There shall be credited to Capital Surplus Account an amount equal
to that carried on the Capital Surplus Account of MEDICONSULT-CO immediately
prior to the Effective Date.

          (d) There shall be credited to Earned Surplus Account an amount equal
to that carried on the Earned Surplus Account of MEDICONSULT-CO immediately
prior to the Effective Date.

     10. Termination. This Agreement and Plan of Merger may be terminated and
abandoned by action of the Board of Directors of MEDICONSULT-CO at any time
prior to the Effective Date, whether before or after approval by the
shareholders of the two corporate parties hereto.

     11. Expenses of Merger. MEDICONSULT-DE shall pay all expenses of carrying
this Agreement and Plan of Merger into effect and accomplishing the merger
herein provided for.

     12. Lawful Corporate Action. The undersigned warrant and represent that the
execution of this Agreement and Plan of Merger is the lawful corporate act of
each Company.

     IN WITNESS WHEREOF, each of the parties hereto pursuant to authority duly
granted by the Board of Directors has caused this Agreement and Plan of Merger
to be executed on the date and year first above written.

MEDICONSULT.COM INC.                    MEDICONSULT.COM, INC.
  (a Colorado corporation)        (a Delaware corporation)


By  /s/ Robert E. Jennings        By  /s/ Robert E. Jennings
  ---------------------------       -----------------------------
  Robert E. Jennings, President     Robert E. Jennings, President


By  /s/ Robert E. Jennings        By  /s/ Robert E. Jennings
  ---------------------------       -----------------------------
  Robert E. Jennings, Secretary     Robert E. Jennings, Secretary


<PAGE>

                          CERTIFICATE OF DESIGNATIONS,
                            PREFERENCES AND RIGHTS OF
                      $10.00 NON-CUMULATIVE PREFERRED STOCK
                                       OF
                              MEDICONSULT.COM, INC.


         Pursuant to Section 151 of the General Corporation Law of the State of
Delaware, Medioconsult.com, Inc., a Delaware corporation (the "Corporation"),
certifies that pursuant to the authority contained in Article 5 of its
Certificate of Incorporation, and in accordance with the provisions of Section
151 of the General Corporation Law of the State of Delaware, its Board of
Directors has adopted the following resolution creating a series of its $.001
par value Preferred Stock designated as Non-Cumulative Preferred Stock:

                     RESOLUTION ESTABLISHING AND DESIGNATING
                      $10.00 NON-CUMULATIVE PREFERRED STOCK

         WHEREAS, the Articles of Incorporation of the Corporation provide for a
class of shares of stock designated "Preferred Stock," and vests in the Board of
Directors the authority to specify the number of shares of Preferred Stock to be
issued, to divide the Preferred Stock into one or more series within any class
thereof, and to fix the number of Shares in such series, and the preferences,
rights and restrictions thereof; and

         WHEREAS, the Corporation now desires to designate a $10.00
Non-Cumulative Preferred Stock.

         NOW, THEREFORE, be it resolved that there shall be one series of
Preferred Stock of the Corporation designated "$10.00 Non-Cumulative Preferred
Stock." The number of shares of this series of $10.00 Non-Cumulative Preferred
Stock shall be 190,000 shares. The powers, designations, preferences and
relative, participating, optional or other special right of the shares of this
series of $10.00 Non-Cumulative Preferred Stock and the qualifications,
limitations and restrictions of such preferences and rights shall be as follows:

         1. DIVIDEND PROVISIONS. Each issued and outstanding share of $10.00
Non-Cumulative Preferred Stock shall entitle the holder of record thereof to
receive out of funds legally available therefor, when and as declared by the
Board of Directors, dividends in cash at the rate of eight percent (8%) of the
liquidation preference of Ten Dollars ($10.00) per annum, which shall be payable
semi-annually on the 30th day of June and the 31st day of December in each
calendar year, and which shall be declared and set apart or paid before
dividends of any kind may be declared upon the common shares and before
distributions of any kind may be made upon the issued and outstanding common
shares. The right as aforesaid to semi-annual dividends upon the issued and
outstanding $10.00 Non-Cumulative Preferred Stock shall be non-cumulative and
shall not be deemed to accrue, whether dividends are earned or whether there be
funds legally available therefor, unless and until said dividends shall have
been declared by the Board of Directors. Whenever full dividends upon the issued
and outstanding shares of $10.00 Non-Cumulative Preferred Stock as aforesaid for
the then current semi-annual dividend period shall have been declared and either
paid or a sum sufficient for the payment thereof set aside in full, without
interest, the Board of Directors may declare, set aside or pay additional cash
dividends, and/or may make share distributions of the authorized but unissued
common shares of the Corporation and/or of its treasury common shares, if any.

         2. LIQUIDATION PREFERENCE.

            (a) In the event of any voluntary or involuntary liquidation, 
dissolution or winding up of the affairs of the Corporation, the holder of each
share of $10.00 Non-Cumulative Preferred Stock shall be entitled to receive, out
of the assets of the Corporation available for distribution to its stockholders,
before any payment or distribution shall be made on the Common Stock, an amount
per share equal to $10.00. If the assets and funds to be distributed among the
holders of the $10.00 Non-Cumulative Preferred Stock shall be insufficient to
permit the payment of the full aforesaid preferential amount to such holders,
then the entire assets and funds of the Corporation legally available for the
distribution shall be distributed among the holders of the $10.00 Non-Cumulative
Preferred Stock in proportion to the aggregate preferential amount of all shares
of $10.00 Non-Cumulative Preferred Stock 


<PAGE>

held by them. After payment has been made to the holders of the $10.00
Non-Cumulative Preferred Stock, the holders of the Common Stock shall be
entitled to share ratably in the remaining assets on the basis of the number of
shares of Common Stock held by them at the time of such liquidation.

            (b) For purposes of this Section 2, a merger or consolidation
of the Corporation with or into any other corporation or corporations, or the
merger of any other corporation or corporations into the Corporation, or the
sale of any other corporate reorganization, in which shareholders of the
Corporation receive distributions as a result of such consolidation, merger,
sale of assets or reorganization, shall be treated as a liquidation, dissolution
or winding up of the Corporation, unless the stockholders of the Corporation
held more than fifty percent (50%) for the voting equity securities of the
successor or surviving corporation immediately following such consolidation,
merger, sale of assets or reorganization in which event such consolidation,
merger, sale of assets, or reorganization shall not be treated as a liquidation,
dissolution or winding up.

         3. CONVERSION. The $10.00 Non-Cumulative Preferred Stock shall not be
convertible into Common Stock.

         4. VOTING RIGHTS. Each share of $10.00 Non-Cumulative Preferred Stock
shall entitle the holder to one (1) vote and with respect to each such vote, a
holder of shares of $10.00 Non-Cumulative Preferred Stock shall have full voting
rights and powers equal to the voting rights and powers of a holder of shares of
Common Stock, share for share, and shall be entitled to notice of any
shareholders' meeting in accordance with the Bylaws of the Corporation, and
shall be entitled to vote with holders of Common Stock together as a single
class.

         5. REDEMPTION PROVISIONS. To the extent permitted under the General
Corporation Law of the State of Delaware, shares of the $10.00 Non-Cumulative
Preferred Stock are redeemable as follows:

            (a) REDEMPTION AT OPTION OF CORPORATION. Shares of $10.00
Non-Cumulative Preferred Stock may be redeemed, in whole or in part, at any time
and from time to time after the date of issuance at the option of the
Corporation. If fewer than all of the outstanding shares of $10.00
Non-Cumulative Preferred Stock are to be redeemed, the Corporation will select
those to be redeemed pro rata or by lot or in such other manner as the Board of
Directors may determine. In the event that the Corporation has failed to pay
dividends which have been declared on the $10.00 Non-Cumulative Preferred stock,
it may not redeem any of the then outstanding shares of the $10.00
Non-Cumulative Preferred Stock until all such declared and unpaid dividends have
been paid in full.

            (b) REDEMPTION PRICE. The redemption price per share under this
Section 5 shall be Ten Dollars ($10.00) per share, plus an amount equal to
declared and unpaid dividends, pro rate to the date of redemption, whether or
not such date of redemption is a regular semi-annual dividend payment date.

            (c) NOTICE OF REDEMPTION. Notice to the holders of shares of $10.00
Non-Cumulative Preferred Stock to be redeemed shall be given not earlier than 30
days nor later than 10 days before the date fixed for redemption. The notice of
redemption to each stockholder whose shares of $10.00 Non-Cumulative Preferred
Stock are to be redeemed shall specify the number of $10.00 Non-Cumulative
Preferred Stock of such stockholder to be redeemed, the date fixed for
redemption and the redemption price at which shares of $10.00 Non-Cumulative
Preferred Stock are to be redeemed, and shall specify where payment of the
redemption price is to be made upon surrender of such share and shall state that
accrued dividends to the date fixed for redemption will be paid as specified in
said notice, that from and after said date dividends thereon will cease to
accrue.

         6. NOTICES. Any notice required to be given to holders of shares of
$10.00 Non-Cumulative Preferred Stock shall be deemed given upon deposit in the
United States mail, postage prepaid, addressed to such holder of record at his
address appearing on the books of the Corporation, or upon personal delivery of
the aforementioned address.

         IN WITNESS WHEREOF, said Mediconsult.com, Inc. has caused this
Certificate of Designations, Preferences and Rights of $10.00 Non-Cumulative
Preferred Stock to be duly executed by its President and its Secretary this 30th
day of June 1997.


<PAGE>

                                   MEDICONSULT.COM, INC.



                                   By /s/ Robert A. Jennings
                                     -------------------------------------------
                                     Robert E. Jennings, President and Secretary

[CORPORATE SEAL]


<PAGE>

                      CERTIFICATE OF INCREASE IN NUMBER OF
                              SHARES DESIGNATED AS
                      $10.00 NON-CUMULATIVE PREFERRED STOCK
                                       OF
                              MEDICONSULT.COM,INC.


         Pursuant to Section 151 of the General Corporation Law of the State of
Delaware, MEDICONSULT.COM,INC., a Delaware corporation (the "Corporation"),
certifies that pursuant to the authority contained in Article 5 of its
Certificate of Incorporation, and in accordance with the provisions of Section
151 of the General Corporation Law of the State of Delaware, its Board of
Directors has adopted the following resolution increasing the number of shares
included in a series of its $.001 per value Preferred Stock designated as $10.00
Non-Cumulative Preferred Stock.

         WHEREAS, the Articles of Incorporation of the Corporation provide for a
class of shares of stock designated "Preferred Stock," and vests in the Board of
Directors the authority to specify the number of shares of Preferred Stock to be
issued, to divide the Preferred Stock into one or more series within any class
thereof, and to fix the number of Shares in such series, and the preferences,
rights and restrictions thereof, and

         WHEREAS, on June 30, 1997, the Board of Directors adopted resolutions
designating 190,000 shares as "10.00 Non-Cumulative Preferred Stock" and a
Certificate of Designations, Preferences and Rights of such series of preferred
stock was filed with the Secretary of State of the State of Delaware on July 9,
19997; and

         WHEREAS, the Board of Directors now desires to designate additional
shares as $10.00 Non-Cumulative Preferred Stock.

         NOW, THEREFORE, be it resolved that the number of shares of the
Corporation's Preferred Stock designated as "$10.00 Non-Cumulative Preferred
Stock" shall be increased to 1,000,000 shares. The powers, designations,
preferences and relative, participating, optional or other special rights of the
shares of the $10.00 Non-Cumulative Preferred Stock and the qualifications,
limitations and restrictions of such preferences and rights shall continue to be
as adopted by the Board of Directors on June 30, 1997, as set forth in the
Certificate of Designations, Preferences and Rights of $10.00 Non-Cumulative
Preferred Stock filed with the Secretary of State of the State of Delaware on
July 9, 1997.

         IN WITNESS WHEREOF, said Mediconsult.com,Inc. has caused this
Certificate of Increase in Number of Shares Designated as $10.00 Non-Cumulative
Preferred Stock to be duly executed by its President and its Secretary this 31st
day of March 1998.


<PAGE>


                                 MEDICONSULT.COM,INC.



                                 By: /S/ROBERT JENNINGS
                                     ------------------
                                     Robert E. Jennings, President and Secretary

[CORPORATE SEAL]


<PAGE>

                         CERTIFICATE OF AMENDMENT OF THE
                  CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
               RIGHTS OF $10.00 NON-CUMULATIVE PREFERRED STOCK OF
                              MEDICONSULT.COM, INC.


         MEDICONSULT.COM, INC., a corporation organized under the General
Corporation Law of the State of Delaware (hereinafter called the "Corporation"),
does hereby certify as follows:

                  1. That the Board of Directors of the Corporation adopted a
resolution setting forth and declaring advisable the following amendment to the
Certificate of Designations, Preferences and Rights of $10.00 Non-Cumulative
Preferred Stock of the Corporation (the "Certificate").

                  2. That in lieu of a meeting and vote of the stockholders, a
majority of the stockholders of the Corporation has given their written consent
to such amendment in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.

                  3. That paragraph 1 of the Certificate of the Corporation is
hereby deleted in its entirety and is hereby amended to read as follows:

"1. DIVIDEND PROVISIONS. Each issued and outstanding share of Preferred Stock
shall entitle the holder of record thereof to receive out of funds legally
available therefor, when and as declared by the Board of Directors, dividends at
the rate of eight percent (8%) of the liquidation preference of Ten Dollars
($10.00) per annum, which shall be payable semi-annually on the 30th day of June
and the 31st day of December in each calendar year, and which shall be declared
and set apart or paid before dividends of any kind may be declared upon the
common shares and before distributions of any kind may be made upon the issued
and outstanding common shares. The right as aforesaid to semi-annual dividends
upon the issued and outstanding Preferred Stock shall be cumulative and shall be
deemed to accrue, whether dividends are earned or whether there be funds legally
available therefor, or whether said dividends shall have been declared by the
Board of Directors. Whenever full dividends upon the issued and outstanding
shares of Preferred Stock as aforesaid for all past semi-annual dividend periods
shall have been paid, without interest, and whenever full dividends upon the
issued and outstanding shares of Preferred Stock as aforesaid for the then
current semi-annual dividend period shall have been declared and either paid or
a sum sufficient for the payment thereof set aside in full, without interest,
the Board of Directors may declare, set aside or pay additional cash dividends,
and/or may make share distributions of the authorized but unissued shares of the
Corporation and/or of its treasury common shares, if any. All dividends payable
on or in respect of the Preferred Stock shall be payable in shares of Preferred
Stock of the Corporation. No later than the time immediately prior to the
occurrence of a Conversion Event (defined below), the Corporation shall issue
and deliver or, failing such actual issuance and delivery, shall be deemed to
have issued and delivered, to each holder of record of Preferred Stock that
number of fully paid and non-assessable shares of Preferred Stock as shall be
equal to the aggregate amount payable in respect of each semi-annual dividend
payment not theretofore paid, divided by the Original Issue Price (defined
below). The Conversion Price (defined below) of such shares of Preferred Stock
issued in respect of dividends shall be the same as the Conversion Price of the
shares of Preferred Stock then outstanding. Upon the occurrence of a Conversion
Event, all such shares of Preferred Stock accrued as a dividend shall convert
into Common Stock, whether or not formally issued or whether earned or whether
said dividends shall have been declared, on the same basis as the Preferred
Stock theretofore outstanding."


<PAGE>

                  4. That paragraph 3 of the Certificate of the Corporation,
which establishes the Preferred Stock, is hereby deleted in its entirety and is
hereby amended to read as follows:

"3. CONVERSION.  The holders of the Preferred Stock shall have conversion rights
as follows (the "Conversion Rights"):

                     (a) AUTOMATIC CONVERSION. Each share of Preferred Stock
shall automatically be converted into the number of fully-paid and
non-assessable shares of Common Stock as is determined by dividing the Original
Issue Price of such series by the Conversion Price in effect for such series at
the time of conversion, without any action by the holder of such shares and
whether or not a certificate representing such shares is surrendered to the
Corporation or its transfer agent, upon the occurrence of a Conversion Event (as
defined below). The number of shares of Common Stock into which each share of
Preferred Stock is convertible is hereinafter referred to as the "Conversion
Rate" for such series. The initial Conversion Price per share for shares of
Preferred Stock shall be $1.20 and the Original Issue Price for the Preferred
Stock shall be $10.00 per share; provided, however, that the Conversion Price
for the Preferred Stock of any series shall be subject to adjustment as set
forth in subsection (c) of this Section 3. "Conversion Event" means any of the
following: (i) the merger, combination, reorganization or consolidation of the
Corporation with or into another corporation with respect to which less than a
majority of the outstanding voting power of the surviving, combined or
consolidated corporation shall be held by stockholders of the Corporation
immediately prior to such event, (ii) the sale, transfer or other disposition
(including by exclusive license) of all or substantially all of the properties
and assets of the Corporation which shall beneficially own five percent (5%) or
more of the combined voting power of the Corporation, or a profit sharing or
other employee benefit plan) of securities of the Corporation such that such
person or entity or group of person or entities shall as a result of such
purchase or purchases beneficially own, directly or indirectly securities of the
Corporation representing more than forty percent (40%) of the combined voting
power of the Corporation=s then outstanding securities or have the right to
designate a majority of the members of the Board of Directors of the
Corporation, (iv) the closing of an underwritten public offering by the
Corporation of shares of its Common Stock (which may be included within units)
registered under the Securities Act of 1933, as amended, on Form S-1, S-3 or
other appropriate form for the general registration of securities (other than in
connection with the registration of securities issues under an employee benefit
plan of the Corporation) and resulting in gross proceeds to the Corporation
(before deducting underwriting discounts, commissions and expenses) of at least
$10,000,000.

                     (b) MECHANICS OF CONVERSION. Upon the conversion of the
Preferred Stock pursuant to subsection (a) above, all certificates evidencing
the shares of Preferred Stock which are converted in accordance with the
provision thereof shall, from and after the date such shares are so converted,
be deemed to have been retired and canceled and the shares of Preferred Stock
represented thereby converted into Common Stock for all purposes, regardless of
whether the holder or holders thereof shall have surrendered such certificates
on or prior to such date. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Preferred Stock,
or to the nominee or nominees of such holder, a certificate or certificates for
the number of shares of Common Stock to which such holder shall be entitled as
aforesaid. The person or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such shares of Common Stock as of the date of the
Conversion Event. If the conversion is in connection with an offering of
securities registered pursuant to the Securities Act of 1933, as amended, the
conversion shall be conditioned upon the closing with the underwriters of the
sale of securities pursuant to such offering, in which event the person(s)
entitled to receive the Common Stock upon conversion of the Preferred Stock
shall not be deemed to have converted such Preferred Stock until immediately
prior to the closing of such sale of securities.

                     (c) CONVERSION PRICE ADJUSTMENTS OF PREFERRED STOCK. The
Conversion Price of the Preferred Stock shall be subject to adjustment from time
to time as set forth below.


<PAGE>

                         (i)In the event the Corporation should at any time or 
from time to time after the issuance of a series of Preferred Stock fix a record
date for the effectuation of a split or subdivision of the outstanding shares of
Common Stock or the determination of holders of Common Stock entitled to receive
a dividend or other distribution payable in shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
each holder of the Preferred Stock shall thereafter be entitled upon the
conversion of each share thereof held by such holder to receive for each share
the number of such Common Stock Equivalents which such holder would have owned
or have been entitled to receive after the happening of that one of the events
described above which shall have happened had such Preferred Stock been
converted immediately prior to the happening of such event, the adjustment to
become effective immediately after the opening of business on (x) the day next
following the record date for determination of holders of Common Stock entitled
to receive such dividend or (y) the day upon which such split or subdivision
shall become effective.

                         (ii) If the number of shares of Common Stock 
outstanding at any time after is decreased by a combination of the outstanding
shares of Common Stock, then, following the record date of such combination, the
Conversion Price shall be appropriately increased so that the number of shares
of Common Stock issuable on conversion of each share of such series shall be
decreased in proportion to such decrease in outstanding shares, so that the
holder of Preferred Stock thereafter surrendered for conversion shall be
entitled to receive the number of shares of Common Stock or other securities
which such holder would have owned after the happening of combination described
above if such shares of Preferred Stock had been converted immediately prior to
the happening of such combination on the day upon which such combination become
effective.

                     (d) OTHER DISTRIBUTIONS. In the event the Corporation shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Corporation or other persons, assets (excluding cash
dividends) or options or rights, then, in each such case for the purpose of this
subsection 3(d), the holders of the Preferred Stock shall be entitled to a
proportionate share of any such distribution as though they were the holders of
the number of shares of Common Stock of the Corporation into which their shares
of Preferred Stock are convertible as of the record date fixed for the
determination of the holders of Common Stock of the Corporation entitled to
receive such distribution.

                     (e) MERGERS, ETC. In case the Corporation shall effect a
reorganization, shall merge with or consolidate into another corporation, or
shall sell, transfer or otherwise dispose of all or substantially all of its
property, assets or business and, pursuant to the terms of such reorganization,
merger, consolidation or disposition of assets, shares of stock or other
securities, property or assets of the Corporation, successor or transferee or an
affiliate thereof or cash are to be received by or distributed to the holders of
Common Stock, then each holder of Preferred Stock shall be given a written
notice from the Corporation informing each holder of Preferred Stock of the
terms of such reorganization, merger, consolidation, or disposition of assets
and of the record date thereof for any distribution pursuant thereto, at least
ten days in advance of such record date, and each holder of Preferred Stock
shall have, in addition to the rights provided for, the right thereafter to
receive, at the holder's election, either (A) upon conversion of such Preferred
Stock, the kind and amount of shares of stock or other securities, property or
assets of the Corporation, successor or transferee or affiliate thereof or cash
receivable upon or as a result of such reorganization, merger, consolidation or
disposition of assets by a holder of the number of shares of Common Stock equal
to the number of shares of Preferred Stock as may be converted divided by the
Conversion Price in effect for such series immediately prior to such event, or
(B) the securities into which such shares of Preferred Stock are converted into,
upon, or as a result of such reorganization, merger, consolidation, or
disposition of assets. The provisions of this subsection (e) shall similarly
apply to successive reorganizations, mergers, consolidations or dispositions of
assets.


<PAGE>

                     (f) RECAPITALIZATIONS. If at any time or from time to time
there shall be a recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for elsewhere in
this Section 3), provision shall be made so that the holders of the Preferred
Stock shall thereafter be entitled to receive upon conversion of the Preferred
Stock the number of shares of stock or other securities or property of the
Corporation or otherwise, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such recapitalization. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 3 with respect to the rights of the holders of the Preferred Stock
after the recapitalization to the end that the provisions of this Section 3
(including adjustment of the Conversion Price then in effect and the number of
shares issuable upon conversion) shall be applicable after that event as nearly
equivalent as may be practicable.

                         (g) CERTAIN TENDERS AND EXCHANGES. If a purchase,
tender or exchange offering is made to and accepted by the holders or more than
50% of the outstanding shares of Common Stock, the Corporation shall not effect
any consolidation, merger or sale with the person having made such offer or with
any affiliate of such person, unless prior to the consummation thereof each
holder of shares of Preferred Stock shall have been given not less than fifteen
days to elect to receive, upon conversion of the shares of Preferred Stock then
held by such holder, either the stock, securities, cash or assets then issuable
with respect to the Common Stock in accordance with such offer, or the
equivalent thereof.

                         (h) OTHER STATE OF FACTS. If a state of facts shall
occur which, without being specifically controlled by the provisions of this
Section 3, would not fairly protect the conversion rights of the Preferred Stock
in accordance with the essential intent and principles of such provisions, then
the Board of Directors of the Corporation shall make an adjustment in the
application of such provisions, in accordance with such essential intent and
principles, so as to protect such conversion rights.

                         (i) NO IMPAIRMENT. The Corporation will not, by
amendment of its certificate of incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 3 and in the taking of all
such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of the Preferred Stock against impairment.

                         (j) NO FRACTIONAL SHARES AND CERTIFICATE AS TO
ADJUSTMENTS. (i) No fractional shares shall be issued upon the conversion of any
share or shares of the Preferred Stock, and the number of shares of Common Stock
to be issued shall be rounded to the nearest whole share. Whether or not
fractional shares are issuable upon such conversion shall be determined on the
basis of the total number of shares of Preferred Stock the holder is at the time
converting into Common Stock and the number of shares of Common Stock issuable
upon such aggregate conversion.

                             (ii) Upon the occurrence of each adjustment or
readjustment of the Conversion Price of Preferred Stock pursuant to this Section
3, the Corporation, at its expense, shall promptly cause the Corporation's
regularly retained auditor to compute such adjustment or readjustment in
accordance with the terms hereof and prepare and furnish to each holder of
Preferred Stock a certificate setting forth such adjustment or readjustment and
showing in reasonable detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Preferred Stock, furnish or cause to be furnished to such
holder a like certificate setting forth (A) such adjustment and readjustment (B)
the Conversion Price for the Preferred Stock at the time in effect, and (C) the
number of shares of Common Stock and the amount, if any, of other property which
at the time would be received upon the conversion of a share of Preferred Stock.


<PAGE>

                         (k) NOTICES OF RECORD DATE. In the event of any taking
by the Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, the Corporation
shall mail to each holder of Preferred Stock, at least twenty (20) days prior to
the date specified therein, a notice specifying the date on which any such
record is to be taken for the purpose of such dividend, distribution-or right,
and the amount and character of such dividend, distribution or right.

                         (l) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Preferred Stock, such number of its shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Preferred Stock; and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of the Preferred Stock, in
addition to such other remedies as shall be available to the holder of such
Preferred Stock, the Corporation will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purposes, including, without limitation, engaging in best efforts to obtain the
requisite stockholder approval of any necessary amendment to these provisions.

                         (m) NOTICES. Any notice required by the provisions of
this Section 3 to be given to the holders of shares of Preferred Stock shall be
deemed given on the date it is sent if deposited in the United States mail,
postage prepaid, and addressed to each holder of record at his, her or its
address appearing on the books of the Corporation.

                         (n) TAXES. The Corporation shall pay all documentary,
stamp or other transactional taxes attributable to the issuance or delivery of
shares of capital stock of the Corporation upon conversion of any shares of
Preferred Stock; PROVIDED, HOWEVER, that the Corporation shall not be required
to pay any taxes which may be payable in respect of any transfer involved in the
issuance or delivery of any certificate for such shares in a name other than
that of the holder of the shares of Preferred Stock in respect of which such
shares are being issued.

                         (o) STATUS OF CONVERTED STOCK. In the event any shares
of Preferred Stock shall be converted pursuant to this Section 3, the shares so
converted shall be canceled and shall not be issuable by the Corporation, and
all accrued and unpaid dividends (whether or not declared) with respect to such
converted shares shall be canceled. The certificate of incorporation of the
Corporation may be appropriately amended from time to time to effect the
corresponding reduction in the Corporation's authorized capital stock."

         5. That such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.


<PAGE>

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by the undersigned this 13th day of January 1999.

                                           MEDICONSULT.COM, INC.



                                           /s/ROBERT E. JENNINGS
                                           ---------------------
                                           Name: Robert E. Jennings
                                           Title:   Chief Executive Officer


<PAGE>

                           CERTIFICATE OF DESIGNATION
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              MEDICONSULT.COM, INC.


                  MEDICONSULT.COM, INC., a Delaware corporation (the
"Corporation"), acting pursuant to Section 141 of the Delaware General
Corporation Law, does hereby submit the following Certificate of Designation of
Series and Determination of Rights and Preferences of its Senior Preferred
Stock.

                  FIRST: The name of the Corporation is Mediconsult.com, Inc.

                  SECOND: By unanimous consent of the Board of Directors of the
Corporation dated February 25, 1999, the following resolutions were duly
adopted:

                  WHEREAS the Certificate of Incorporation of the Corporation
authorizes Preferred Stock consisting of 5,000,000 shares, par value $.001 per
share, issuable from time to time in one or more series; and

                  WHEREAS the Board of Directors of the Corporation is
authorized, subject to limitations prescribed by law and by the provisions of
Section 5.04 of the Corporation's Certificate of Incorporation to establish and
fix the number of shares to be included in any series of Preferred Stock and the
designation, rights, preferences and limitations of the shares of such series;
and

                  WHEREAS it is the desire of the Board of Directors to
establish and fix the number of shares to be included in a new series of
Preferred Stock and the designation, rights, preferences and limitations of the
shares of such new series.

                  NOW, THEREFORE, BE IT RESOLVED that pursuant to Section 5.04
of the Corporation's Certificate of Incorporation, there is hereby established a
new series of 1,000,000 shares of Preferred Stock of the Corporation (the
"Senior Preferred Stock") to have the designation, rights, preferences, powers,
restrictions and limitations set forth in a supplement of Section 5.04 as
follows:

1.    DIVIDENDS.

           (a) The holder of each share of Senior Preferred Stock shall be 
entitled to receive out of funds legally available therefor, when and as
declared by the Board of Directors of the Corporation, dividends at the rate of
eight percent (8%) of the Original Issuance Price per annum (the "Senior
Preferred Dividends"), which shall be payable semi-annually on the 30th day of
June and the 31st day of December in each calendar year, and which shall be
declared and set apart or paid before dividends of any kind may be declared upon
the shares of Common Stock, $.001 par value of the Corporation (the "Common
Stock") or shares of Preferred Stock, $.001 par value of the Corporation (the
"Junior Preferred Stock") and before distributions of any kind may be made upon
the issued and outstanding shares of Common Stock or shares of Junior Preferred
Stock (other than the payment of Junior PIK Dividends (as defined below) in the
event of a Qualified Offering). The right to Senior Preferred Dividends shall be
cumulative and shall be deemed to accrue, whether dividends are earned or
whether there be funds


<PAGE>

legally available therefor, or whether said Senior Preferred Dividends shall
have been declared by the Board of Directors of the Corporation; PROVIDED,
HOWEVER, the right to Senior Preferred Dividends shall not begin to accrue
unless (i) a Qualified Offering does not occur on or prior to June 30, 1999 or
(ii) a Corporate Transaction occurs, in which case the right to Senior Preferred
Dividends shall have been deemed to accrue as of the Original Issuance Date.
Except with respect to the Junior PIK Dividends, the declaration and accrual of
which may occur prior to a payment, declaration or reservation of Senior
Preferred Dividends, whenever the full amount of Senior Preferred Dividends for
all past and current semi-annual dividend periods shall have been paid, without
interest, declared or a sum sufficient for the payment thereof set aside in
full, without interest (as the case may be), the Board of Directors may declare,
set aside or pay additional cash dividends, and/or may make share distributions
of the authorized but unissued shares of the Corporation and/or of its treasury
shares of Common Stock, if any. All Senior Preferred Dividends shall be payable
in shares of Senior Preferred Stock of the Corporation. On or prior to the date
of a conversion of the Senior Preferred Stock into Common Stock pursuant to
Section 4, the Corporation shall issue and deliver or, failing such actual
issuance and delivery, shall be deemed to have issued and delivered, to each
holder of record of Senior Preferred Stock that number of fully paid and
non-assessable shares of Senior Preferred Stock as shall be equal to the
aggregate amount payable in respect of each semi-annual Senior Preferred
Dividend payment not previously paid, divided by the Original Issuance Price. In
addition, the holder of each share of Senior Preferred Stock shall be entitled
to share in any dividends declared or paid upon or set aside for the Common
Stock or Junior Preferred Stock (other than the payment in the form of shares of
Junior Preferred Stock ("Junior PIK Dividends") of cumulative dividends to the
Junior Preferred Stock as set forth in the Certificate of Designations,
Preferences and Rights of Junior Preferred Stock, as amended and in effect on
the Original Issuance Date), pro rata in accordance with the number of shares of
Common Stock into which such shares of Senior Preferred Stock are then
convertible pursuant to Section 4. No dividend shall be paid on the shares of
the Common Stock or Junior Preferred Stock (other than the payment of Junior PIK
Dividends) unless dividends are paid PRO RATA to the holders of outstanding
shares of Senior Preferred Stock in accordance with the number of shares of
Common Stock into which such shares of Senior Preferred Stock are then
convertible pursuant to Section 4.

2.    LIQUIDATION.

           (a) Upon a Liquidation (as defined below), after payment or provision
for payment of the debts and other liabilities of the Corporation:

               (i) the holders of Senior Preferred Stock shall be entitled to 
receive, prior and in preference to the holders of Common Stock and Junior 
Preferred Stock, out of the remaining assets of the Corporation available for 
distribution to its stockholders with respect to each share of Senior 
Preferred Stock, an amount (the "Senior Preference Amount") per share of 
Senior Preferred equal to the sum of (A) $6.32 (the "Original Issuance Price" 
of the Senior Preferred Stock) and (B) all unpaid Senior Preferred Dividends 
and other dividends payable with respect to such share under Section 1. If 
upon any Liquidation the assets of the Corporation available for distribution 
to its 

<PAGE>

stockholders shall be insufficient to pay the holders of Senior Preferred 
Stock the full respective Senior Preference Amounts to which they shall be 
entitled, the holders of Senior Preferred Stock shall share ratably in any 
distribution of assets based on the amounts which would be payable to them on 
or with respect to the shares of Senior Preferred Stock held by them upon 
such distribution pursuant to this Section 2 as if all amounts payable on or 
with respect to such shares were paid in full.

               (ii) After distribution to the holders of Senior Preferred Stock
of the full Senior Preference Amount set forth in Section 2(a)(i), the holders
of Junior Preferred Stock shall be entitled to receive, prior and in preference
to the holders of Common Stock, out of the remaining assets of the Corporation
available for distribution to its Stockholders with respect to each share of
Junior Preferred Stock an amount per share of Junior Preferred Stock equal to
$10.00 plus accrued and unpaid Junior PIK Dividends (the "Junior Preference
Amount" and the Senior Preference Amount and the Junior Preferred Amount
collectively the "Preferred Amount"). If upon any Liquidation the assets of the
Corporation available for distribution to its stockholders shall be insufficient
to pay the holders of Junior Preferred Stock the full respective Junior
Preference Amounts to which they shall be entitled, the holders of Junior
Preferred Stock shall share ratably in any distribution of assets based on the
amounts which would be payable to them on or with respect to the shares of
Junior Preferred Stock held by them upon such distribution pursuant to this
Section 2 as if all amounts payable on or with respect to such shares were paid
in full.

               (iii) After distribution to the holders of Senior Preferred Stock
of the full Senior Preference Amount set forth in Section 2(a)(i) and
distribution to the holders of Junior Preferred Stock of the full Junior
Preference Amount set forth in Section 2(a)(ii), the holders of Common Stock
shall be entitled to receive, on a PRO RATA basis, the remaining assets of the
Corporation available for distribution to its stockholders.

            (b) For purposes of this Section 2, a Corporate Transaction (as
defined below) shall be treated as a Liquidation and shall entitle the holders
of Preferred Stock to receive, upon the consummation of such Corporate
Transaction, consideration in the same form as is to be provided in such
Corporate Transaction (whether cash, securities, other property or any
combination thereof), having a fair market value (determined in good faith by
the board of directors of the Corporation) equivalent to the amounts to which
such holders of Junior Preferred Stock and Senior Preferred Stock would
otherwise have been entitled pursuant to Section 2(a) assuming such Corporate
Transaction had constituted a Liquidation within the meaning of said 
Section 2(a).

            (c) As used herein, the following terms shall have the following
respective meanings:

               (i) "Corporate Transaction" means (A) any consolidation or merger
of the Corporation, other than any merger or consolidation resulting in the
holders of the capital stock of the Corporation entitled to vote for the
election of directors holding a majority of the capital stock of the surviving
or resulting entity entitled to vote for the 


<PAGE>

election of directors, (B) any person or entity (including any affiliates
thereof) becoming the holder of a majority of the capital stock of the
Corporation entitled to vote for the election of directors, or (C) any sale or
other disposition by the Corporation of all or substantially all of its assets.

               (ii) "Liquidation" means any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, other
than any dissolution, liquidation or winding up in connection with any
reincorporation of the Corporation in another jurisdiction.

               (iii) "Original Issuance Date" means the date of original
issuance of the first share of Senior Preferred Stock.

3.     VOTING RIGHTS.

            (a) In addition to the rights provided by law or in the
Corporation's By-laws, each share of Senior Preferred Stock shall entitle the
holder thereof to such number of votes as shall equal the nearest whole number
of shares of Common Stock into which such share of Senior Preferred Stock is
then convertible pursuant to Section 4. Except as provided in paragraph (b)
below or as otherwise provided by law, the holders of Senior Preferred Stock,
shall be entitled to vote on all matters as to which holders of Common Stock
shall be entitled to vote, in the same manner and with the same effect as such
holders of Common Stock, voting together with the holders of Common Stock as one
class.

            (b) The Corporation shall not, without the affirmative consent or
approval of the holders of at least a majority of the shares of Senior Preferred
Stock then outstanding, voting as a separate class:

                 (1) authorize, create, designate or establish any class or 
series of capital stock or other security or other instrument convertible 
into or exercisable exchangeable for any security having any right, 
preference or privilege ranking senior to or PARI PASSU with the Senior 
Preferred Stock or reclassify any shares of Common Stock into shares having 
any right, preference or privilege ranking superior to any such right, 
preference or privilege of the Senior Preferred Stock;

                 (2) in any other manner amend or modify the powers, privileges,
preferences, or rights, or qualifications, limitations or restrictions of the
Senior Preferred Stock as to adversely affect the holders thereof;

                 (3) amend the Certificate of Incorporation of the Corporation
so as to materially adversely affect the powers, preferences or rights, or
qualification, limitations or restrictions, of the shares of Senior Preferred
Stock;

                 (4) amend the By-laws of the Corporation in any manner that
would materially adversely affect the powers, preferences or rights, or
qualifications, limitations or restrictions of the Senior Preferred Stock;


<PAGE>

                 (5) consummate any Corporate Transaction;

                 (6) effect a Liquidation; or

                 (7) directly or indirectly pay or declare any dividend (other
than payment of a Junior PIK Dividend or the Senior Preferred Dividends) or make
any distribution upon, or redeem, retire or repurchase or otherwise acquire, any
shares of capital stock or other securities of the Corporation (other than the
repurchase of Common Stock at cost or fair market value from employees upon
termination of employment which is approved of the board of directors of the
Corporation).

4.     OPTIONAL CONVERSION.

            (a) Upon the terms set forth in this Section 4, the holder of shares
of Senior Preferred Stock shall have the right, at the holder's option, at any
time and from time to time, to convert any of such shares into the number of
fully paid and nonassessable shares of Common Stock equal to the quotient
obtained by dividing (i) the Original Issuance Price of the Senior Preferred
Stock by (ii) the Conversion Price (as defined below) therefor, as last adjusted
and then in effect, by surrender of the certificates representing the shares of
Senior Preferred Stock to be converted. The conversion price per share at which
shares of Common Stock shall be issuable upon conversion of shares of Senior
Preferred Stock shall initially be the Original Issuance Price for the Senior
Preferred Stock (the "Conversion Price"), subject to adjustment as set forth in
paragraph (d) below.

            (b) The holder of the shares of Senior Preferred Stock may exercise
the conversion right pursuant to paragraph (a) above by delivering to the
Corporation the certificate or certificates for the shares to be converted, duly
endorsed or assigned in blank or to the Corporation (if required by it),
accompanied by written notice stating that the holder elects to convert such
shares and stating the name or names (with address) in which the certificate or
certificates for the shares of Common Stock are to be issued. Conversion shall
be deemed to have been effected on the date when such delivery is made (the
"Conversion Date"). As promptly as practicable thereafter, the Corporation shall
issue and deliver to at such holder's address appearing on the Corporation's
records or upon the written order of such holder, to the place designated by
such holder, a certificate or certificates for the number of full shares of
Common Stock to which such holder is entitled, and a cash amount in respect of
any fractional interest in a share of Common Stock as provided in paragraph (c)
below. The person in whose name the certificate or certificates for Common Stock
are to be issued shall be deemed to have become a stockholder of record on the
applicable Conversion Date unless the transfer books of the Corporation are
closed on that date, in which event such person shall be deemed to have become a
stockholder of record on the next succeeding date on which the transfer books
are open, but the Conversion Price shall be that in effect on the Conversion
Date. Upon conversion of only a portion of the number of shares covered by a
certificate representing shares of Senior Preferred Stock surrendered for
conversion, the Corporation shall issue and deliver to or upon the written order
of the holder of the certificate so surrendered for conversion, at the expense
of the Corporation, a new certificate covering 


<PAGE>

the number of shares of Senior Preferred Stock representing the unconverted
portion of the certificate so surrendered.

            (c) No fractional shares of Common Stock or scrip shall be issued
upon conversion of shares of Senior Preferred Stock. The number of full shares
of Common Stock issuable upon conversion of Senior Preferred Stock shall be
computed on the basis of the aggregate number of shares of Senior Preferred
Stock to be converted. Instead of any fractional shares of Common Stock which
would otherwise be issuable upon conversion of any shares of Senior Preferred
Stock, the Corporation shall pay a cash adjustment in respect of such fractional
interest in an amount equal to the product of (i) the price of one share of
Common Stock as determined in good faith by the Board of Directors and (ii) such
fractional interest. The holders of fractional interests shall not be entitled
to any rights as stockholders of the Corporation in respect of such fractional
interests.

            (d) The Conversion Price shall be subject to adjustment from time to
time as follows:

                (i) Subject to clause (iv) below, if the Corporation shall at 
any time or from time to time after the Original Issuance Date issue any shares
of Common Stock (including shares of Common Stock deemed to be issued pursuant
to subdivision (3) of clause (ii) below) other than Excluded Stock (as defined
in clause (iii) below) without consideration or for a consideration per share
less than the Conversion Price in effect immediately prior to the issuance of
such Common Stock, then the Conversion Price in effect immediately prior to each
such issuance shall forthwith be lowered to a price equal to the quotient
obtained by dividing:

                    (1) an amount equal to the sum of (x) the total number of
shares of Common Stock outstanding (including any shares of Common Stock deemed
to have been issued pursuant to subdivision (3) of clause (ii) below)
immediately prior to such issuance, multiplied by the applicable Conversion
Price in effect immediately prior to such issuance, and (y) the consideration
received by the Corporation upon such issuance; by

                    (2) the total number of shares of Common Stock outstanding
(including any shares of Common Stock deemed to have been issued pursuant to
subdivision (3) of clause (ii) below) immediately after the issuance of such
Common Stock.

               (ii) For the purposes of any adjustment of the Conversion Price
pursuant to clause (i) above, the following provisions shall be applicable:

                    (1) In the case of the issuance of Common Stock for cash, 
the consideration shall be deemed to be the amount of cash paid therefor after
deducting therefrom any discounts, commissions or placement fees payable by the
Corporation to any underwriter or placement agent in connection with the
issuance and sale thereof.


<PAGE>

                    (2) In the case of the issuance of Common Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair market value thereof as determined in good
faith by the board of directors of the Corporation, irrespective of any
accounting treatment.

                    (3) The issuance after the Original Issuance Date of options
to purchase or rights to subscribe for Common Stock, securities by their terms
convertible into or exchangeable for Common Stock, or options to purchase or
rights to subscribe for such convertible or exchangeable securities, in each
case the right to exercise which are not subject to forfeiture and that have an
exercise price less than the Conversion Price last adjusted and then in effect,
shall be deemed to be an issuance of Common Stock for purposes of clause (i)
above. In the case of any such issuance of such options to purchase or rights to
subscribe for Common Stock, securities by their terms convertible into or
exchangeable for Common Stock, or options to purchase or rights to subscribe for
such convertible or exchangeable securities:

                        a. the aggregate maximum number of shares of Common
Stock deliverable upon exercise of such options to purchase or rights to
subscribe for Common Stock shall be deemed to have been issued at the time such
options or rights were issued and for a consideration equal to the consideration
(determined in the manner provided in subdivisions (1) and (2) above), if any,
received by the Corporation upon the issuance of such options or rights plus the
minimum purchase price provided in such options or rights for the Common Stock
covered thereby;

                        b. the aggregate maximum number of shares of Common
Stock deliverable upon conversion of or in exchange for any such convertible or
exchangeable securities or upon the exercise of options to purchase or rights to
subscribe for such convertible or exchangeable securities and subsequent
conversion or exchange thereof shall be deemed to have been issued at the time
such securities, options, or rights were issued and for a consideration equal to
the consideration received by the Corporation for any such securities and
related options or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the additional consideration, if any, to be
received by the Corporation upon the conversion or exchange of such securities
or the exercise of any related options or rights (the consideration in each case
to be determined in the manner provided in subdivisions (1) and (2) above);

                        c. on any change in the number of shares or exercise
price of Common Stock deliverable upon exercise of any such options or rights or
conversions of or exchange for such securities, other than a change resulting
from the antidilution provisions thereof, the applicable Conversion Price shall
forthwith be readjusted to such Conversion Price as would have been obtained had
the adjustment made upon the issuance of such options, rights or securities not
converted prior to such change or options or rights related to such securities
not converted prior to such change been made upon the basis of such change; and

                        d. on the expiration of any such options or rights, the
termination of any such rights to convert or exchange or the expiration of any


<PAGE>

options or rights related to such convertible or exchangeable securities, the
applicable Conversion Price shall forthwith be readjusted to such Conversion
Price as would have been obtained had the adjustment made upon the issuance of
such options, rights, securities or options or rights related to such securities
been made upon the basis of the issuance of only the number of shares of Common
Stock actually issued upon the exercise of such options or rights, upon the
conversion or exchange of such securities, or upon the exercise of the options
or rights related to such securities and subsequent conversion or exchange
thereof.

                        (iii) "Excluded Stock" means (A) up to 2,500,000 shares
of Common Stock, and options therefor, issued or granted from time to time to
employees, directors and officers of and consultants to the Corporation pursuant
to agreements, plans or arrangements approved by the Board of Directors; (B)
shares of Common Stock issued by the Corporation as a stock dividend or upon any
subdivision, split-up or combination of shares of Common Stock; (C) shares
offered in the Qualified Offering or (D) shares of Common Stock issued or
issuable to satisfy conversion, option or other rights granted by the
Corporation as of the Original Issuance Date.

                        (iv) Notwithstanding clause (i) above, (A) if Common
Stock is issued by the Corporation in the Qualified Offering for a consideration
per share (determined in accordance with the provisions of clause (ii) above,
except that the price per share shall be determined before deducting any
underwriter commissions) (the "Qualified Offering Price") less than the
Conversion Price in effect immediately prior to the issuance of such Common
Stock, then the Conversion Price in effect immediately prior to such issuance
shall forthwith be lowered to a price equal to eighty five percent (85%) of the
Qualified Offering Price; and (B) if a Qualified Offering does not occur on or
prior to June 30, 1999 or is earlier withdrawn unless refiled (no more than one
time) within 30 days thereafter or terminated (the "Outside Date"), then the
Conversion Price then in effect shall, immediately following the Determination
Date (as hereinafter defined), be lowered (but in no event increased) to a price
equal to the greater of (A) the average bid and ask price per share of the
Common Stock as reported on the OTC Bulletin Board for the twenty (20) trading
days period following the earlier of (x) the Outside Date or (y) such time as
the Qualified Offering shall have been withdrawn unless refiled (no more than
one time) within 30 days thereafter abandoned (the "Determination Date") and (B)
fifty percent (50%) of the Original Issuance Price

(and in each case such adjusted Conversion Price shall thereafter be subject to
subsequent adjustment pursuant to clause (ii) above (in addition to any other
applicable provision of this Section 4)).

                        (v) If, at any time after the Original Issuance Date,
the number of shares of Common Stock outstanding is increased by a stock
dividend payable in shares of Common Stock or by a subdivision or split-up of
shares of Common Stock, then, following the record date for the determination of
holder of Common Stock entitled to receive such stock dividend, subdivision or
split-up, the Conversion Price shall be appropriately decreased so that the
number of shares of Common Stock issuable on 


<PAGE>

conversion of each share of Preferred Stock shall be increased in proportion to
such increase in outstanding shares.

               (vi) If, at any time after the Original Issuance Date, the number
of shares of Common Stock outstanding is decreased by a combination of the
outstanding shares of Common Stock, then, following the record date for such
combination, the Conversion Price shall be appropriately increased so that the
number of shares of Common Stock issuable on conversion of each share of
Preferred Stock shall be decreased in proportion to such decrease in outstanding
shares.

               (vii) In the event of any capital reorganization of the
Corporation, any reclassification of the stock of the Corporation (other than a
change in par value or from par value to no par value or from no par value to
par value or as a result of a stock dividend or subdivision, split-up or
combination of shares), or any consolidation or merger of the Corporation (other
than a consolidation or merger in which the Corporation is the continuing
corporation and which does not result in any change in the Common Stock), each
share of Senior Preferred Stock shall after such reorganization,
reclassification, consolidation or merger (unless, in the case of a
consolidation or merger, payment shall have been made to the holders of Senior
Preferred Stock of the full amount to which they shall have been entitled
pursuant to Section 2 hereof) be convertible into the kind and number of shares
of stock or other securities or property of the Corporation or of the
corporation resulting from such consolidation or surviving such merger to which
the holder of the number of shares of Common Stock deliverable (immediately
prior to the time of such reorganization, reclassification, consolidation or
merger) upon conversion of such share of Senior Preferred Stock would have been
entitled upon such reorganization, reclassification, consolidation or merger.
The provisions of this clause shall similarly apply to successive
reorganizations, reclassifications, consolidations or mergers.

               (viii) All calculations under this paragraph shall be made to the
nearest one hundredth (1/100) of a cent or the nearest one tenth (1/10) of a
share, as the case may be.

               (ix) In any case in which the provisions of this paragraph (d)
shall require that an adjustment shall become effective immediately after a
record date of an event, the Corporation may defer until the occurrence of such
event (A) issuing to the holder of any share of Preferred Stock converted after
such record date and before the occurrence of such event the shares of capital
stock issuable upon such conversion by reason of the adjustment required by such
event in addition to the shares of capital stock issuable upon such conversion
before giving effect to such adjustments, and (B) paying to such holder any
amount in cash in lieu of a fractional share of capital stock pursuant to
paragraph (c) above; PROVIDED, HOWEVER, that the Corporation shall deliver to
such holder a due bill or other appropriate instrument evidencing such holder's
right to receive such additional shares and such cash.

            (e) Whenever the Conversion Price shall be adjusted as provided in
paragraph (d), the Corporation shall make available for inspection during
regular business


<PAGE>

hours, at its principal executive offices or at such other place as may be
designated by the Corporation, a statement, signed by its chief executive
officer, showing in detail the facts requiring such adjustment and the
Conversion Price that shall be in effect after such adjustment. The Corporation
shall also cause a copy of such statement to be sent by first class certified
mail, return receipt requested and postage prepaid, to each holder of Senior
Preferred Stock as to which the Conversion Price shall be so adjusted at such
holder's address appearing on the Corporation's records. Where appropriate, such
copy may be given in advance and may be included as part of any notice required
to be mailed under the provisions of paragraph (f) below.

            (f) If the Corporation shall propose to take any action of the types
described in clauses (v), (vi) or (vii) of paragraph (d) above, the Corporation
shall give notice to each holder of shares of Senior Preferred Stock, in the
manner set forth in paragraph (e) above, which notice shall specify the record
date, if any, with respect to any such action and the date on which such action
is to take place. Such notice shall also set forth such facts with respect
thereto as shall be reasonably necessary to indicate the effect of such action
(to the extent such effect may be known at the date of such notice) on the
Conversion Price and the number, kind or class of shares or other securities or
property which shall be deliverable or purchasable upon the occurrence of such
action or deliverable upon conversion of shares of Senior Preferred Stock. In
the case of any action which would require the fixing of a record date, such
notice shall be given at least 20 days prior to the date so fixed, and in case
of all other action, such notice shall be given at least 30 days prior to the
taking of such proposed action. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of any such action.

            (g) The Corporation shall reserve, and at all times from and after
the date of Original Issuance Date keep reserved, free from preemptive rights,
out of its authorized but unissued shares of Common Stock, solely for the
purpose of effecting the conversion of the shares of Senior Preferred Stock,
sufficient shares of Common Stock to provide for the conversion of all
outstanding shares of Senior Preferred Stock.

            (h) At any time the Corporation makes or fixes a record date for the
determination of holders of Common Stock entitled to receive a dividend or other
distribution payable in securities of the Corporation other than shares of
Common Stock, provision shall be made so that each holder of shares of Senior
Preferred Stock shall receive upon conversion thereof, in addition to the shares
of Common Stock receivable thereupon, the number of securities of the
Corporation which it would have received had its shares of Senior Preferred
Stock been converted into shares of Common Stock on the date of such event and
had such holder thereafter, during the period from the date of such event to and
including the date of conversion, retained such securities receivable by it
pursuant to this paragraph during such period, subject to the sum of all other
adjustments called for during such period under this Section 4 with respect to
the rights of such holder of shares of Senior Preferred Stock.

5.     MANDATORY CONVERSION.


<PAGE>

            (a) (i) Upon the consummation of an underwritten public offering for
the account of the Corporation of its Common Stock first occurring after the
Original Issuance Date pursuant to a registration statement filed under the
Securities Act of 1933, as amended, with aggregate cash proceeds to the
Corporation of not less than $20,000,000 (a "Qualified Offering"), and so long
as all shares of Junior Preferred Stock have been converted into shares of
Common Stock upon the consummation such of the Qualified Offering, each share of
Senior Preferred Stock then outstanding shall, by virtue of and simultaneously
with such Qualified Public Offering, be deemed automatically converted into the
number of fully paid and nonassessable shares of Common Stock equal to the
quotient obtained by dividing (i) the Original Issuance Price of the Senior
Preferred Stock by (ii) the Conversion Price, as last adjusted and then in
effect.

            (b) As promptly as practicable after the date of consummation of any
Qualified Offering and the delivery to the Corporation of the certificate or
certificates for the shares of Senior Preferred Stock which have been converted,
duly endorsed or assigned in blank to the Corporation (if required by it), the
Corporation shall issue and deliver to or upon the written order of each holder
of Senior Preferred Stock, to the place designated by such holder, a certificate
or certificates for the number of full shares of Common Stock to which such
holder is entitled, and a cash amount in respect of any fractional interest in a
share of Common Stock as provided in paragraph (c) below. The person in whose
name the certificate or certificates for Common Stock are to be issued shall be
deemed to have become a stockholder of record on the date of such Qualified
Public Offering and on such date the shares of Senior Preferred Stock shall
cease to be outstanding, whether or not the certificates representing such
shares have been received by the Corporation.

            (c) The provisions set forth in Sections 5(a) and (b) shall apply to
the conversion of Senior Preferred Stock pursuant to this Section in the same
manner as they apply to the conversion of Senior Preferred Stock pursuant to
Section 4.

6.    OPTIONAL REDEMPTION.

            (a) Subject to Section 6(c), each holder of Senior Preferred Stock
shall have the option, exercisable on or after the fourth anniversary of the
Original Issuance Date upon request by the holders of 51% of the outstanding
shares of Senior Preferred Stock at any time after the Original Issuance Date to
cause the Corporation to redeem any or all, and the Corporation shall (unless
prohibited by law), within thirty (30) days of receipt of a Notice of Exercise
(as defined in Section 6(b)) (the "Optional Redemption Period") so redeem any or
all (the "Optional Redemption"), of the number of shares of Senior Preferred
Stock requested by such holder to be redeemed, at a redemption price per share
(the "Optional Redemption Price") equal to the Original Issuance Price (subject
to equitable adjustment to reflect stock splits, stock dividends, stock
combinations, recapitalizations and like occurrences), plus declared and unpaid
dividends, if any, through the date of Optional Redemption.

            (b) Notice of the exercise of the redemption option (the "Notice of
Exercise") pursuant to Section 6(a) shall be sent by first-class certified mail,
postage 


<PAGE>

prepaid and return receipt requested, or by overnight courier to the
Corporation. At all times from an after the commencement of the Optional
Redemption Period, the holders of record of shares of Senior Preferred Stock
shall, as to the shares of Senior Preferred Stock to be redeemed, be entitled to
receive payment in cash in full of the Optional Redemption Price with respect to
such Senior Preferred Stock. If the Corporation is prohibited by law from
effecting any such redemption, then such redemption shall be effected as soon as
such prohibition is eliminated or removed (and the Corporation shall use its
best efforts to eliminate or remove such prohibition).

            (c) Anything contained herein to the contrary notwithstanding, the
holders of shares of Senior Preferred Stock exercising their Optional Redemption
right under this Section 6 shall have the right, exercisable at any time until
payment in full of the Optional Redemption Price is made with respect to such
shares, to convert all or any part of such shares into shares of Common Stock
pursuant to Section 5 hereof.


<PAGE>

                  IN WITNESS WHEREOF, this Certificate of Designation has been
signed by the Chief Executive Officer of the Corporation this 25th day of
February, 1999.

                                          MEDICONSULT, INC.



                                          By: /s/ Robert E. Jennings
                                             -----------------------------------
                                              Robert E. Jennings
                                              Chief Executive Officer