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                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                      DIPLOMAT DIRECT MARKETING CORPORATION
                                Under Section 245
                                     of the
                        Delaware General Corporation Law

         We, the President and the Secretary of Diplomat Direct Marketing
Corporation, a corporation existing under the laws of the state of Delaware, do
hereby certify as follows:

         First:  That the name of the corporation is Diplomat Direct Marketing
Corporation.

         Second: That the Certificate of Incorporation of the corporation was
filed with the Delaware Secretary of State on June 23, 1993, and amended on July
23, 1993, and amended on October 29, 1993, and amended on November 12, 1993, and
amended on September 13, 1995, and amended on June 9, 1998.

         Third: That at a meeting of the Board of Directors of the corporation
resolutions were adopted setting forth proposed amendments of the Certificate of
Incorporation of said corporation, declaring said amendments and restatement of
the Certificate of Incorporation to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendments is as follows:

                  RESOLVED, that the Certificate of Incorporation of the
             corporation be amended by changing Articles 1 and 5 so that, as
             amended, said Articles shall be and read as follows:

                  1.   Name.  The name of the Corporation is StyleSite
             Marketing, Inc. the "Corporation").

                                      * * *

                  5. Management of Business. The following provisions are
             inserted for the management of the business and for the conduct of
             the affairs of the Corporation, and for further definition,
             limitation and regulation of the powers of the Corporation and of
             its directors and stockholders.

                       5.1 By-Laws. The original By-Laws of the Corporation
                  shall be adopted by the sole incorporator. In furtherance and
                  not in limitation of the powers conferred by statute, the
                  Board of Directors is expressly authorized to adopt, amend or
                  repeal the By-Laws of the Corporation.

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                       5.2 Number and Election of Directors. The number of its
                  directors shall be not less than three nor more than nine.
                  Directors need not be stockholders.

         Fourth: That thereafter, pursuant to resolutions of the Board of
Directors, a meeting of the stockholders of the corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
at which meeting the necessary number of shares as required by statute were
voted in favor of the amendments.

         Fifth: That said amendments and the restatement of the certificate of
incorporation were duly adopted in accordance with Section 242 of the General
Corporation Law of the state of Delaware by an affirmative vote of the holders
of a majority of all outstanding shares entitled to vote at a meeting of
stockholders.

         Sixth: That the text of the certificate of incorporation of the
corporation, as amended, is hereby restated as further amended by this

certificate, to read as follows:

                1.  Name.  The name of the corporation is StyleSite Marketing,
         Inc. (the "Corporation").

                2. Registered Office and Registered Agent. The registered office
         of the Corporation in the State of Delaware is located at 1209 Orange
         Street, in the City of Wilmington, County of New Castle. The name and
         address of the Corporation's registered agent is The Corporation Trust
         Company.

                3. Corporate Purposes. The purpose of the Corporation is to
         engage in any lawful act or activity for which corporations may be
         organized under the General Corporation Law of the State of Delaware
         (the "Corporation Law").

                4. Authorized Capital. The aggregate number of shares of which
         the Corporation shall have the authority to issue is 51,000,000, of
         which 50,000,000 shares shall be common stock, par value of $0.0001 per
         share (the "Common Stock") and 1,000,000 shares shall be preferred
         stock, par value of $0.01 per share (the "Preferred Stock"). All shares
         shall, when issued, be issued as fully paid and nonassessable shares
         and the holders thereof shall not be liable for any further payment in
         respect thereof.

                The designations and the powers, preferences and rights, and the
         qualifications, limitations or restrictions thereof of the Preferred
         Stock are as follows:

                           The Board of Directors is authorized,  subject to the
                  limitations prescribed by law and the provisions of this
                  Article 4, to provide for the issuance of the Preferred Stock
                  in series and by filing a Certificate pursuant to the Delaware
                  General Corporation Law to establish the number of shares to
                  be included in each such series. The Preferred Stock

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                  may be issued either as a class without series, or, as do
                  determined by the Board of Directors, either in whole or in
                  part in one or more series, each series to be appropriately
                  designated by a distinguishing number, letter or title prior
                  to the issue of the shares thereof. Whenever the term
                  "Preferred Stock" is used in this Article 4, it shall be
                  deemed to mean and include Preferred Stock issued as a class
                  without series, or one or more series thereof, or both, unless
                  the context shall otherwise require. There is hereby expressly
                  granted to the Board of Directors of the Corporation
                  authority, subject to the limitations provided by law, to fix
                  the voting power, the designations, and the relative
                  preferences, powers, qualifications, limitations or
                  restrictions thereof, of the shares of each series of
                  Preferred Stock and the variations in the relative powers,
                  rights, preferences and limitations as between series, and to
                  increase the number of shares constituting each series, and to
                  decrease such number of shares (but not to less than the
                  number of outstanding shares of the series), in the resolution
                  or resolutions adopted by the Board of Directors providing for
                  the issue of said Preferred Stock.

                           The authority of the Board of Directors of the
                  Corporation with resect to each series shall include, but
                  shall not be limited to, the authority to determine the
                  following:

                  1. The designation of the series;

                  2. The number of shares initially constituting such series;

                  3. The increase, and the decrease to a number not less than
                     the number of the outstanding shares of such series, of the
                     number of shares constituting such series theretofore
                     fixed;

                  4. The rate or rates and the times and conditions under which
                     dividends on the shares of such series shall be paid, and,
                     (i) if such dividends are payable in preference to, or in
                     relation to, the dividends payable on the other class or
                     classes of stock, the terms and conditions of such payment,
                     and (ii) if such dividends shall be cumulative, the date or
                     dates from and after which they shall accumulate;

                  5. Whether or not the shares of such series shall be
                     redeemable, and, if such series shall be redeemable, the
                     terms and conditions of such redemption, including, but not
                     limited, to the date or dates upon or after which such
                     shares shall be redeemable and the amounts per share which
                     shall be payable upon such redemption, which amount may
                     vary under conditions and at different redemption dates;

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                  6. The amount payable on the shares of such series in the
                     event of the dissolution of, or upon any distribution of
                     the assets of, the Corporation;

                  7. Whether or not the shares of such series may be convertible
                     into, or exchangeable for, shares of any other class or
                     series and the price or prices and the rates of exchange
                     and the terms of any adjustments to be made in connection
                     with such conversion or exchange;

                  8. Whether or not the shares of such series shall have voting
                     rights in addition to the voting rights provided by law,
                     and, if such shares shall have such voting rights, the
                     terms and conditions thereof, including, but not limited
                     to, the right of the holders of such shares to vote as a
                     separate class either alone or with the holders of shares
                     of one or more other series of Preferred Stock and the
                     right to have more or less than one vote per shares;

                  9. Whether or nor a purchase fund shall be provided for the
                     redemption of the shares of such series and if a sinking
                     fund shall be provided, the terms and conditions thereof;
                     and

                 10. Any other powers, preferences and the relative
                     participating, optional, or other special rights, and
                     qualifications, limitations or restrictions thereof, as
                     shall not be inconsistent with the provisions of this
                     Article 4 or the limitations provided by law.

           5. Management of Business. The following provisions are inserted for
the management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders.

                5.1 By-Laws. The original By-Laws of the Corporation shall be
           adopted by the sole incorporator. In furtherance and not in
           limitation of the powers conferred by statute, the Board of Directors
           is expressly authorized to adopt, amend or repeal the By-Laws of the
           Corporation.

                5.2 Number and Election of Directors. The number of its
           directors shall be not less than three nor more than nine. Directors

           need not be stockholders.

                6. Indemnification by the Corporation; Liability of Directors.
           The directors of the Corporation shall be entitled to the benefits of
           all limitations on

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           the liability of directors generally that are now or hereafter become
           available under the Corporation Law, and the Corporation shall
           indemnify all persons whom it is permitted to indemnify to the full
           extent permitted by Section 145 of the Corporation law, as amended
           from time to time. Without limiting the generality of the foregoing,
           no director shall be liable to the Corporation or its stockholders
           for monetary damages for breach of fiduciary duty as a director,
           except for liability (i) for any breach of the director's duty of
           loyalty to the Corporation or its stockholders, (ii) for acts or
           omissions not in good faith or which involve intentional misconduct
           or a knowing violation of law, (iii) under Section 174 of the
           Corporation Law, or (iv) for any transaction from which the director
           derived an improper personal benefit. Any repeal or modification of
           this Section 6 shall be prospective only, and shall not affect, to
           the detriment of any director, any limitation on the personal
           liability of a director of the Corporation existing at the time of
           such repeal or modification.

           Seventh: That the capital of the corporation shall not be reduced
 under or by reason of said amendments.

           Eighth: This certificate shall become effective on August 24, 1999.

                         [Signatures on following page]

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        IN WITNESS WHEREOF, the undersigned affirms, under penalty of perjury,
 that the foregoing instrument is the act and deed of the corporation and that
 the facts stated therein are true.

Date:    August 11, 1999                  /s/ Warren H. Golden
                                          --------------------------------------
                                          Warren H. Golden

                                          President and Chief Executive Officer

Date:    August 11, 1999                  /s/ James G. Smith
                                          -------------------------------------
                                          James G. Smith
                                          Secretary

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