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                                                                     EXHIBIT 3.1

                             ARTICLES OF RESTATEMENT

                                       OF

                                  TEKGRAF, INC.

          Pursuant to the provisions of the Georgia Business Corporation Code,
the corporation hereinafter named (the "Corporation") does hereby adopt the
following Articles of Restatement.

          1. The name of the Corporation is TEKGRAF, INC.

          2. The text of the Restated Articles of Incorporation as hereby
amended is annexed hereto as EXHIBIT A and made a part hereof.

          3. The restatement herein provided for contains amendments to Article
Second which required shareholder approval.

          4. The restatement herein provided for contains amendments adopted by
the Board of Directors without shareholder action pursuant to Section 14-2-1002
of the Georgia Business Corporation Code. Shareholder action was not required
for these amendments.

          5. Upon the filing of these amendments, each issued share of Class B
Common Stock will automatically be converted into one share of Class A Common
Stock, and each certificate previously representing Class B Common Stock will
automatically thereafter be deemed to represent the same number of shares of
Class A Common Stock. The holders of Class B Common Stock either may retain
their certificates for Class B Common Stock because those certificates will
represent Class A Common Stock, or may surrender such certificates to the
transfer agent in exchange for new certificates representing Class A Common
Stock upon receipt of a letter of transmittal from the Corporation's transfer
agent.

          6. The amendments and the restatement herein provided for were duly
adopted by the Board of Directors and the shareholders of the Corporation on
January 21, 2000 in accordance with the provisions of Sections 14-2-1002,
14-2-1003 and 14-2-1007 of the Georgia Business Corporation Code.

     IN WITNESS WHEREOF, the undersigned has executed the Articles of
Restatement on behalf of the Corporation this 21st day of January, 2000.

                                                 /s/ William M. Rychel
                                                 -------------------------------
                                                 William M. Rychel,

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                                                 Interim Chief Executive Officer

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                                    EXHIBIT A

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                                  TEKGRAF, INC.

          FIRST: The name of the corporation is Tekgraf, Inc. (the
"Corporation").

          SECOND. The total number of shares of capital stock which the
Corporation shall have authority to issue is Forty Million (40,000,000) shares,
consisting of (i) Thirty-Five Million (35,000,000) shares of Class A Common
Stock, $.001 par value per share (the "Class A Common Stock") and (ii) Five
Million (5,000,000) shares of Preferred Stock, $.001 par value per share (the
"Preferred Stock").

     The designations and powers, preferences and rights, and the
qualifications, limitations on restrictions thereof, of the capital stock shall
be as follows:

A.   Class A Common Stock

     (1) Voting Rights.

          (a) At each meeting of shareholders of the Corporation and upon each
proposal presented at such meeting, every holder of Class A Common Stock shall
be entitled to one vote in person or by proxy for each share of Class A Common
Stock standing in his or her name on the stock transfer records of the
Corporation.

          (b) The number of authorized shares of Class A Common Stock may be
increased or decreased (but not below the number of shares of such class then
outstanding) by the affirmative vote of the holders of a majority of the Class A
Common Stock of the Corporation entitled to vote.

          (c) Except as may be otherwise required by law or stated in any
Preferred Stock Designation (as defined in Section (B) of this ARTICLE SECOND),
the holders of Class A Common Stock shall have the exclusive right to vote for
the election of directors and for all other purposes, each holder of the Class A
Common Stock being entitled to vote as provided in this Paragraph (1).

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     (2) Dividends and Distributions. Subject to the rights of the holders of
Preferred Stock, and subject to any other provisions of these Articles of
Incorporation, as they may be amended from time to time, holders of Class A
Common Stock shall be entitled to receive such dividends and other distributions
in cash, in property or in shares of the Corporation as may be declared thereon
by the Board of Directors from time to time out of assets or funds of the
Corporation legally available therefor. A dividend in shares of Class A Common
Stock may be paid to the holders of shares of any other class of the
Corporation.

     (3) Common Stock Subject to Priorities of Preferred Stock. The Class A
Common Stock are subject to all the powers, rights, privileges, preferences and
priorities of the Preferred Stock as may be stated in these Articles of
Incorporation and in any Preferred Stock Designation.

     (4) Liquidation Rights. Upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, and after the holders, if any, of
the Preferred Stock of each series shall have been paid in full the amounts to
which they respectively shall be entitled, or a sum sufficient for such payment
in full shall have been set aside, the remaining net assets of the Corporation
shall be distributed pro rata on a share for share basis to the holders of the
Class A Common Stock, subject to any Preferred Stock Designation.

B.   Preferred Stock

     The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors of the Corporation is hereby expressly authorized to
provide, by resolution or resolutions duly adopted by it prior to issuance, for
the creation of each such series and to fix the designation and the powers,
preferences, rights, qualifications, limitations and restrictions relating to
the shares of each such series (the "Preferred Stock Designation"). The
authority of the Board of Directors with respect to each series of Preferred
Stock shall include, but not be limited to, determining the following:

     (1) the designation of such series, the number of shares to constitute such
series and the stated value if different from the par value thereof;

     (2) whether the shares of such series shall have voting rights, in addition
to any voting rights provided by law, and, if so, the terms of such voting
rights, which may be general or limited;

     (3) the dividends, if any, payable on such series, whether any such
dividends shall be cumulative, and, if so, from what dates, the conditions and
dates upon which such dividends shall be payable, and the preference or relation
which such dividends shall bear to the dividends payable on any shares of stock
of any other class or any other series of Preferred Stock;

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     (4) whether the shares of such series shall be subject to redemption by the
Corporation, and, if so, the times, prices and other conditions of such
redemption;

     (5) the amount or amounts payable upon shares of such series upon, and the
rights of the holders of such series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon any distribution of the assets,
of the Corporation;

     (6) whether the shares of such series shall be subject to the operation of
a retirement or sinking fund and, if so, the extent to and the manner in which
any such retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such series for retirement or other corporate
purposes and the terms and provisions relating to the operation thereof;

     (7) whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or any other series of
Preferred Stock or any other securities and, if so, the price or prices or the
rate or rates of conversion or exchange and the method, if any, of adjusting the
same, and any other terms and conditions of conversion or exchange;

     (8) the limitations and restrictions, if any, to be effective while any
shares of such series are outstanding upon the payment of dividends or the
making of other distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, the Common Stock or shares of stock of any
other class or any other series of Preferred Stock;

     (9) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of Preferred
Stock or of any other class; and

     (10) any other powers, preferences and relative, participating, optional
and other special rights, and any qualifications, limitations and restrictions,
thereof.

The powers, preferences and relative, participating, optional and other special
rights of each series of Preferred Stock, and the qualification, limitations or
restrictions thereof, if any, may differ from those of any and all other series
at any time outstanding. All shares of any one series of Preferred Stock shall
be identical in all respects with all other shares of such series, except that
shares of any one series issued at different times may differ as to the dates
from which dividends thereof shall be cumulative.

          THIRD: The mailing address of the principal office of the corporation
is 645 Hembree Parkway, Suite J, Roswell, Georgia 30076.

          FOURTH: The corporation shall have no fewer than three directors, with
the actual number to be set in accordance with the Bylaws of the corporation.

          FIFTH: A director of the corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for breach of duty of
care or other duty as a

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director, except for liability (1) for any appropriation, in violation of the
director's duties, of any business opportunity of the corporation, (2) for acts
or omissions which involve intentional misconduct or a knowing violation of law,
(3) set forth in section 14-2-832 (or any successor provision or redesignation
thereunder) of the Georgia Business Corporation Code, or (4) for any transaction
from which the director derived an improper personal benefit.

          If at any time the Georgia Business Corporation Code shall have been
amended to authorize elimination or limitation of the liability of a director,
then the liability of each director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Georgia Business Corporation
Code, as so amended, without further action by the shareholders, unless the
provisions of the Georgia Business Corporation Code, as amended, require further
action by the shareholders. Any repeal or modification of the foregoing
provisions of this Article VII shall not adversely affect the elimination or
limitation of liability or alleged liability pursuant hereto of any director of
the corporation for or with respect to any alleged act or omission of the
director occurring prior to such repeal or modification.

          SIXTH: Shareholder action may be taken without a meeting if written
consent, setting forth the action so taken, is signed by persons who would be
entitled to vote not less than the minimum number of shares that would be
necessary to authorize or take the action, subject to the provisions of the
Georgia Business Corporation Code.

                   (end of Restated Articles of Incorporation)

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                              ARTICLES OF AMENDMENT

                                       OF

                                  TEKGRAF, INC.

To the Secretary of State
State of Georgia

     Pursuant to the provisions of the Georgia Business Corporation Code, the
corporation hereinafter named (the "corporation") does hereby adopt the
following Articles of Amendment.

     1. The name of the corporation is Tekgraf, Inc.

     2. Article 1 of the Articles of Incorporation of the corporation is hereby
amended so as henceforth to read as follows:

                  "The name of the corporation is Centiv, Inc."

     3. The amendment herein provided for was duly recommended by the Board of
Directors of the corporation to the shareholders of the corporation on October
29, 2001.

     4. The amendment herein provided for was duly approved by the shareholders
of the corporation on December 31, 2001 accordance with the provisions of
Section 14-2-1003 of the Georgia Business Corporation Code.

     5. The effective time and date of these Articles of Amendment shall be upon
filing.

Executed on December 31, 2001

                                          /s/ William M. Rychel
                                          --------------------------------------
                                          William M. Rychel, President

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             CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF

                      SERIES A CONVERTIBLE PREFERRED STOCK
                         ($0.001 PAR VALUE PER SHARE) OF

                                  CENTIV, INC.

   (Pursuant to Section 14-2-602(d) of the Georgia Business Corporation Code)

     I, William M. Rychel, President of CENTIV, INC. (the "Corporation"), a
corporation organized and existing under and by virtue of the provisions of the
Georgia Business Corporation Code, do hereby certify that:

     A. The Articles of Incorporation (the "Articles of Incorporation") of the
Corporation authorizes the issuance of up to 5,000,000 shares of preferred
stock, $0.001 par value per share ("Preferred Stock"), in one or more series,
and further authorizes the Board of Directors to provide by resolution for the
issuance of shares of Preferred Stock in one or more series not exceeding the
aggregate number of shares of Preferred Stock authorized by the Articles of
Incorporation and to determine with respect to each such series, the voting
powers, full or limited, if any, and the designations, preferences and relative,
participating, optional or other rights, if any, and the qualifications,
limitations or restrictions appertaining thereto.

     B. A resolution providing for and in connection with the issuance of the
Preferred Stock was duly adopted by the Board of Directors on March 27, 2002
pursuant to authority expressly conferred on the Board of Directors by the
provisions of the Articles of Incorporation as aforesaid, which resolution
provides as follows:

          RESOLVED: that the Board of Directors, pursuant to authority expressly
vested in it by Section B of the SECOND ARTICLE of the Articles of Incorporation
(the "Articles of Incorporation") of Centiv, Inc. (the "Corporation"), hereby
authorizes the issuance of a series of convertible preferred stock of the
Corporation and hereby establishes the voting powers, designations, preferences
and relative, participating, optional and other rights, and the qualifications,
limitations and restrictions appertaining thereto in addition to those set forth
in such Articles of Incorporation (or otherwise provided by law) as follows (the
following, referred to hereinafter as "this resolution" or "this Certificate of
Designations", is to be filed as part of a Certificate of Designations under
Section 14-2-602(d) of the Georgia Business Corporation Code):

          (1) NUMBER AND DESIGNATION. One million (1,000,000) shares of the
Preferred Stock of the Corporation shall be designated as Series A Convertible
Preferred Stock (the "Series A Preferred Stock").

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          (2)  LIQUIDATION.

               (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, the holders of
shares of Series A Preferred Stock then outstanding shall be entitled to be paid
out of the assets of the Corporation available for distribution to its
shareholders an amount in cash equal to $10.00 (as adjusted for any stock
dividends, combinations or splits with respect to such shares after the filing
date hereof) for each share outstanding, plus an amount in cash equal to all
accrued but unpaid dividends thereon to the date fixed for liquidation,
dissolution or winding up (the "Series A Liquidation Amount") before any payment
shall be made or any assets distributed to the holders of Corporation's Class A
common stock, $.001 par value ("Common Stock"). If the assets of the
Corporation, or the proceeds thereof, are not sufficient to pay in full the
liquidation payments payable to the holders of outstanding shares of the Series
A Preferred Stock, then the holders of all such shares shall share ratably in
such distribution of assets, or the proceeds thereof, in accordance with the
amount which would have been payable on such distribution if the amounts to
which the holders of outstanding shares of Series A Preferred Stock are entitled
were paid in full.

               (b) For the purposes of this paragraph (2), the sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all the property or assets of the
Corporation or the consolidation or merger of the Corporation with or into one
or more other corporations pursuant to which the shareholders of the Corporation
immediately prior to such consolidation or merger own less than 50% of the
voting securities of the surviving corporation immediately following such
consolidation or merger shall be deemed to be a liquidation, dissolution or
winding up of the Corporation, voluntary or involuntary.

          (3)  DIVIDENDS.

               (a) From and after April 1, 2003, the holders of the then
outstanding Series A Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors, and out of any funds legally available
therefor, cumulative dividends at the annual rate of $0.80 per share (as
adjusted for any stock dividends, combinations or splits with respect to such
shares after the filing date hereof). Dividends on the Series A Preferred Stock
shall accumulate and accrue quarterly, beginning on April 1, 2003 and on the
first day of each calendar quarter occurring thereafter, whether or not earned
or declared. Dividends accruing on each share of Series A Preferred Stock shall
be added to the Series A Liquidation Amount as they accrue and will remain a
part thereof until such dividends are paid as provided herein.

               (b) The holders of shares of Series A Preferred Stock shall be
entitled to receive on an as-converted basis, when, as and if declared by the
Board of Directors, out of funds legally available for the payment of dividends,
to the extent as, on the

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same basis as, at the same rate as, and contemporaneously with, cash dividends
when, as and if declared by the Board of Directors with respect to shares of any
Common Stock; provided, however, that no such dividends shall be paid unless and
until such time as all Series A Dividends have been paid in cash to the holders
of Series A Preferred Stock as provided in paragraph 3(a).

               (c) So long as any shares of Series A Preferred Stock are
outstanding, no shares of Common Stock shall be purchased, redeemed or acquired
by the Corporation or any subsidiary thereof and no monies shall be paid into or
set aside or made available for a sinking fund for the purchase, redemption or
acquisition thereof; provided, however, that this restriction shall not apply to
the purchase of shares of Common Stock from directors or employees of or
consultants or advisers to the Corporation or any subsidiary pursuant to
agreements under which the Corporation has the option to repurchase such shares
at cost upon the occurrence of certain events, including, without limitation,
the termination of employment by or service to the Corporation or any
subsidiary.

          (4)  CONVERSION.

               (a) Each share of Series A Preferred Stock shall be convertible
into shares of Common Stock in accordance with the provisions of this Section 4.
Conversion shall occur: (i) at the option of the holder at any time after the
date of issuance of such share at the office of the Corporation or any transfer
agent for such stock, or (ii) automatically in the circumstances described in
paragraph 4(b). In the event of such a conversion, the applicable shares of
Series A Preferred Stock shall convert into such number of fully paid and
non-assessable shares (calculated as to each conversion to the nearest 1/100th
of a share) of Common Stock as is determined by dividing the Series A
Liquidation Amount by the Conversion Price (as defined below) on the date the
certificate is surrendered for conversion in the event of a conversion under
clause (i) above or on the date of automatic conversion in the event of a
conversion under clause (ii) above. The price at which shares of Common Stock
shall be deliverable upon conversion of shares of Series A Preferred Stock (the
"Conversion Price") shall initially be $1.00 per share of Common Stock.
Accordingly, each one (1) share of Series A Preferred Stock shall initially be
convertible into ten (10) shares of Common Stock. The initial Conversion Price
shall be adjusted as hereinafter provided.

               (b) Notwithstanding anything to the contrary herein, each
outstanding share of Series A Preferred stock shall automatically convert upon
the occurrence of either: (i) a Conversion Milestone (defined below), or (ii)
written consent of holders of 66-2/3% of the outstanding shares of Series A
Preferred Stock to convert the outstanding shares of Series A Preferred Stock
into Common Stock; provided, however, that an automatic conversion shall only
occur if a registration statement under the Securities Act of 1933, as amended,
covering the resale of the shares of Common Stock issuable upon conversion of
the Series A Preferred Stock is then effective with the Securities and Exchange
Commission. "Conversion Milestone"

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shall mean either (a) the Corporation's revenues for the Centiv Business
(defined below) exceed $5 million for any two consecutive quarters in accordance
with generally accepted accounting principles consistently applied, as such
principles are applied by the Corporation on the date of filing of this
Certificate of Designations ("GAAP"), or (b) the Corporation's revenues for the
Centiv Business exceed $20 million for the 12-month period ending March 31, 2003
in accordance with GAAP. The "Centiv Business" is the Corporation's division
which offers digital merchandising services utilizing both Internet-based
services and turnkey systems to retail and manufacturing customers who wish to
produce high-resolution, full color posters, banners and other custom
point-of-purchase signage.

               (c) Before any holder of Series A Preferred Stock shall be
entitled to receive a certificate or certificates for shares of Common Stock
upon conversion, such holder shall surrender the certificate or certificates for
the holder's shares of Series A Preferred Stock, duly endorsed, at the office of
the Corporation or of any transfer agent for such stock, and, unless such
conversion is automatic pursuant to clause (b) above, shall give written notice
to the Corporation at such office that such holder elects to convert the same
and shall state therein the name or names in which such holder wishes the
certificate or certificates for shares of Common Stock to be issued. The
Corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holder of Series A Preferred Stock, a certificate or certificates
for the number of shares of Common Stock to which such holder shall be entitled
as aforesaid. Such conversion shall be deemed to have been made (i) in the case
such conversion is automatic pursuant to clause (b) above, upon the date that
the Corporation provides a notice to the holders of Series A Preferred Stock
certifying that the conditions for automatic conversion have been satisfied
(which must, in the case of a conversion as a result of the achievement of a
Conversion Milestone, include a certificate signed by the Corporation's
independent auditors certifying the achievement of such Conversion Milestone),
and (ii) in all other cases, immediately prior to the close of business on the
date of surrender of the shares of Series A Preferred Stock to be converted (in
either case, the "Conversion Date"), and 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 record holders of such shares
of Common Stock on such date.

               (d) All shares of Series A Preferred Stock which have been
converted as herein provided shall no longer be deemed to be outstanding and all
rights with respect to such shares, including the rights, if any, to receive
notices and to vote, shall forthwith cease and terminate, except only the right
of the holders thereof, subject to the provisions of clause (c) of this
paragraph (4), to receive shares of Common Stock in exchange therefor.

               (e)  (i) For the purposes of this clause (e), the following
definitions shall apply:

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                         (A) "Options" shall mean rights, options or warrants to
subscribe for, purchase or otherwise acquire either Additional Shares of Common
Stock or Convertible Securities (as defined below);

                         (B) "Original Issue Date" shall mean the date on which
a share of Series A Preferred Stock was first issued;

                         (C) "Convertible Securities" shall mean any evidences
of indebtedness, shares (other than Common Stock) or other securities
convertible into or exchangeable for Additional Shares of Common Stock; and

                         (D) "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued (or, pursuant to clause (e)(iii) hereof, deemed to
be issued) by the Corporation after the Original Issue Date, other than shares
of Common Stock issued or issuable:

                              (I) upon conversion of shares of Series A
Preferred Stock;

                              (II) to officers, directors or employees of, or
consultants to, the Corporation pursuant to stock option or stock purchase plans
or agreements on terms approved by the Board of Directors of the Corporation;

                              (III) as a dividend or distribution on shares of
the Series A Preferred Stock;

                              (IV) for which adjustment of the Conversion Price
is made pursuant to clause (j) or (k) of this paragraph (4);

                              (V) in connection with collaborations, joint
ventures or other forms of association, provided that the principal purpose of
such relationship is not financing the Corporation's business; or

                              (VI) in connection with obtaining bank or lease
financing.

               (ii) Any provision herein to the contrary notwithstanding, no
adjustment in the Conversion Price shall be made in respect of the issuance of
Additional Shares of Common Stock unless the consideration per share (determined
pursuant to subclause (e)(v) hereof) for an Additional Share of Common Stock
issued or deemed to be issued by the Corporation is less than the Conversion
Price in effect on the date of, and immediately prior to, such issue.

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               (iii) In the event the Corporation at any time or from time to
time after the Original Issue Date shall issue any Options or Convertible
Securities or shall fix a record date for the determination of holders of any
class of securities then entitled to receive any such Options or Convertible
Securities, then the maximum number of shares (as set forth in the instrument
relating thereto without regard to any provisions contained therein designed to
protect against dilution) of Common Stock issuable upon the exercise of such
Options or, in the case of Convertible Securities and Options therefor, the
conversion or exchange of such Convertible Securities, shall be deemed to be
Additional Shares of Common Stock issued as of the time of such issue or, in
case such a record date shall have been fixed, as of the close of business on
such record date; provided, that in any such case in which Additional Shares of
Common Stock are deemed to be issued:

                         (1) no further adjustments in the Conversion Price
shall be made upon the subsequent issue of Convertible Securities or shares of
Common Stock upon the exercise of such Options or conversion or exchange of such
Convertible Securities;

                         (2) if such Options or Convertible Securities by their
terms provide, with the passage of time or otherwise, for any increase or
decrease in the consideration payable to the Corporation, or decrease or
increase in the number of shares of Common Stock issuable, upon the exercise,
conversion or exchange thereof, the Conversion Price computed upon the original
issue thereof (or upon the occurrence of a record date with respect thereto),
and any subsequent adjustments based thereon, shall, upon any such increase or
decrease becoming effective, be recomputed to reflect such increase or decrease
insofar as it affects such Options or the rights of conversion or exchange under
such Convertible Securities (provided, however, that no such adjustment of the
Conversion Price shall affect Common Stock previously issued upon conversion of
the Series A Preferred Stock);

                         (3) upon the expiration of any such Options or any
rights of conversion or exchange under such Convertible Securities which shall
not have been exercised, the Conversion Price computed upon the original issue
thereof (or upon the occurrence of a record date with respect thereto), and any
subsequent adjustments based thereon, shall, upon such expiration, be recomputed
as if:

                              (A) in the case of Convertible Securities or
Options for Common Stock the only Additional Shares of Common Stock issued were
the shares of Common Stock, if any, actually issued upon the exercise of such
Options or the conversion or exchange of such Convertible Securities and the
consideration received therefor was the consideration actually received by the
Corporation for the issue of all such Options, whether or not exercised, plus
the consideration actually received by the Corporation upon such exercise, or
for the issue of all such Convertible Securities which were actually converted

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or exchanged, plus the additional consideration, if any, actually received by
the Corporation upon such conversion or exchange; and

                              (B) in the case of Options for Convertible
Securities only the Convertible Securities, if any, actually issued upon the
exercise thereof were issued at the time of issue of such Options, and the
consideration received by the Corporation for the Additional Shares of Common
Stock deemed to have been then issued was the consideration actually received by
the Corporation for the issue of all such Options, whether or not exercised,
plus the consideration deemed to have been received by the Corporation upon the
issue of the Convertible Securities with respect to which such Options were
actually exercised;

                         (4) no readjustment pursuant to clause (2) or (3) above
shall have the effect of increasing the Conversion Price to an amount which
exceeds the lower of (a) the Conversion Price on the original adjustment date
(before adjustment) and (b) the Conversion Price that would have resulted from
any issuance of Additional Shares of Common Stock between the original
adjustment date and such readjustment date;

                         (5) in the case of any Options which expire by their
terms not more than 30 days after the date of issue thereof, no adjustments of
the Conversion Price shall be made until the expiration or exercise of all such
Options, whereupon such adjustment shall be made in the same manner provided in
clause (3) above.

                    (iv) In the event this Corporation, at any time after the
Original Issue Date, shall issue Additional Shares of Common Stock (including
Additional Shares of Common Stock deemed to be issued pursuant to subclause
(e)(iii) hereof) for a consideration per share less than the Conversion Price in
effect on the date of and immediately prior to such issue, then and in such
event, the Conversion Price shall be reduced, concurrently with such issue, to a
price calculated in accordance with one of the following two methods, whichever
is applicable:

                         (1) in the event the Corporation has received
$3,500,000 or more from the sale and issuance of Series A Preferred Stock prior
to date of issuance of such Additional Shares of Common Stock, the Conversion
Price shall be reduced to the price equal to the consideration per share at
which such Additional Shares of Common Stock are issued or deemed to be issued,
and the resulting Conversion Price shall thereafter be subject to further
adjustment from time to time pursuant to this subclause (e)(iv).

                         (2) in the event the Corporation has received less than
$3,500,000 from the sale and issuance of Series A Preferred Stock prior to date
of issuance of such Additional Shares of Common Stock, the Conversion Price
shall be reduced to a price (calculated to the nearest cent) determined by
multiplying the Conversion Price by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding

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immediately prior to such issue plus the number of shares of Common Stock which
the aggregate consideration received by the Corporation for the total number of
Additional Shares of Common Stock so issued would purchase at such Conversion
Price in effect immediately prior to such issuance, and the denominator of which
shall be the number of shares of Common Stock outstanding immediately prior to
such issue plus the number of such Additional Shares of Common Stock so issued.
For the purpose of this calculation, the number of shares of Common Stock
outstanding immediately prior to such issue shall be calculated as if (1) all
outstanding shares of Preferred Stock and all other outstanding evidences of
indebtedness, shares or other securities convertible into or exchangeable for
Common Stock had been fully converted into or exchanged for shares of Common
Stock immediately prior to such issuance, and (2) all outstanding rights,
options or warrants to subscribe for, purchase or otherwise acquire Common Stock
(or to acquire evidences of indebtedness, shares or other securities convertible
into or exchangeable for Common Stock) had been fully exercised (and had been
fully converted and exchanged if, upon such exercise, evidences of indebtedness,
shares or other securities convertible into or exchangeable for Common Stock
would be issued) immediately prior to such issuance, but not including in such
calculation any additional shares of Common Stock issuable (A) upon exercise of
warrants issued in connection with the Corporation's initial public offering, or
(B) upon conversion of shares of Preferred Stock issuable upon exercise of
outstanding warrants to purchase Preferred Stock, or (C) with respect to shares
of Preferred Stock, other evidences of indebtedness, shares or other securities
convertible into or exchangeable for Common Stock or rights, options or warrants
to subscribe for, purchase or otherwise acquire Common Stock solely as a result
of the adjustment of the respective Conversion Prices (or other conversion
ratios or exercise prices) resulting from the issuance of Additional Shares of
Common Stock causing such adjustment, and the resulting Conversion Price shall
thereafter be subject to further adjustment from time to time pursuant to this
subclause (e)(iv).

                    (v) For purposes of this clause (e), the consideration
received by the Corporation for the issue of any Additional Shares of Common
Stock shall be computed as follows:

                         (1) If such consideration consists of cash and
property, such consideration shall:

                              (A) insofar as it consists of cash, be computed at
the aggregate amount of cash received by the Corporation excluding amounts paid
or payable for accrued interest or accrued dividends;

                              (B) insofar as it consists of property other than
cash, be computed at the fair value thereof at the time of such issue, as
determined in good faith by the Board of Directors; and

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                              (C) in the event Additional Shares of Common Stock
are issued together with other shares or securities or other assets of the
Corporation for consideration which covers both, be the proportion of such
consideration so received, computed as provided in clauses (A) and (B) above, as
determined in good faith by the Board of Directors.

                         (2) If such consideration consists of Options and
Convertible Securities, the consideration per share received by the Corporation
for Additional Shares of Common Stock deemed to have been issued pursuant to
subclause (e)(iii), relating to Options and Convertible Securities, shall be
determined by dividing:

                              (A) the total amount, if any, received or
receivable by the Corporation as consideration for the issue of such Options or
Convertible Securities, plus the minimum aggregate amount of additional
consideration (as set forth in the instruments relating thereto, without regard
to any provision contained therein designed to protect against dilution) payable
to the Corporation upon the exercise of such Options or the conversion or
exchange of such Convertible Securities, or in the case of Options for
Convertible Securities, the exercise of such Options for Convertible Securities
and the conversion or exchange of such Convertible Securities, by

                              (B) the maximum number of shares of Common Stock
(as set forth in the instruments relating thereto, without regard to any
provision contained therein designed to protect against the dilution) issuable
upon the exercise of such Options or conversion or exchange of such Convertible
Securities.

              (f)  In case:

               (i) the Corporation shall declare a dividend (or any other
distribution) on Common Stock payable otherwise than in cash out of its retained
earnings; or

               (ii) the Corporation shall authorize the granting to the holders
of Common Stock of rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any other rights; or

               (iii) of any reclassification of the Common Stock (other than a
subdivision, split or combination of its outstanding shares of Common Stock), or
of any consolidation or merger to which the Corporation is a party and for which
approval of any shareholders of the Corporation is required, or of the sale or
transfer of all or substantially all of the assets of the Corporation; or

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               (iv) of t he voluntary or involuntary dissolution, liquidation or
winding up of the Corporation (or any transaction deemed to be a liquidation,
dissolution or winding up of the Corporation pursuant to paragraph 2(b));

then the Corporation shall cause to be mailed to each holder of shares of Series
A Preferred Stock at its address as shown on the books of the Corporation, at
least 30 days (or 20 days in any case specified in clause (i) or (ii) above)
prior to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, rights or warrants, or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to
such dividend, distribution, rights or warrants are to be determined, or (y) the
date on which such reclassification, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

                    (g) For the purposes of this paragraph (4), the term "Common
Stock" shall mean (i) the class of stock designated as the Common Stock of the
Corporation on the date of this Certificate of Designations, and (ii) any other
class of common stock, including any class resulting from successive changes or
reclassifications of such Common Stock consisting solely of changes in par value
or from no par value to par value or from par value to no par value.

                    (h) No fractional share of Common Stock, or scrip
representing a fractional share, shall be issuable upon the conversion of any
Series A Preferred Stock. If a certificate or certificates representing more
than one share of Series A Preferred Stock shall be surrendered for conversion
at one time by the same holder, the number of full shares of Common Stock
issuable upon conversion thereof shall be computed on the basis of the aggregate
number of shares represented by certificates so surrendered. If any fractional
interest in a share of Common Stock would be deliverable upon the conversion of
any shares of Series A Preferred Stock, the Corporation shall pay, in lieu
thereof, in cash the Conversion Price thereof as of the business day immediately
preceding the date of such conversion.

                    (i) Such number of shares of Common Stock as may from time
to time be required for such purpose shall be reserved for issuance upon
conversion of outstanding shares of Series A Preferred Stock.

                    (j) If the Corporation shall at any time or from time to
time effect a subdivision or stock split of the outstanding Common Stock, the
Conversion Price of the Series A Preferred Stock then in effect immediately
before that subdivision or stock split shall be proportionately decreased. If
the Corporation shall at any time or from time to time combine the outstanding
shares of Common Stock, the Conversion Price of the Series A Preferred Stock

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then in effect immediately before the combination shall be proportionately
increased. Any adjustment under this paragraph shall become effective at the
close of business on the date the subdivision, stock split or combination, as
the case may be, becomes effective.

                    (k) In the event the Corporation at any time or from time to
time shall make or issue, or fix a record date for the determination of holders
of Common Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Conversion
Price of the Series A Preferred Stock then in effect shall be decreased as of
the time of such issuance or, in the event such a record date shall have been
fixed, as of the close of business on such record date, by multiplying the
Conversion Price of the Series A Preferred Stock then in effect by a fraction:

                         (1)  the denominator of which shall be the sum of the
total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance or the close of business on such record date, plus
the number of shares of Common Stock issuable in payment of such dividend or
distribution, and

                         (2)  the numerator of which shall be the total number
of shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date;

provided, however, if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Conversion Price of Series A Preferred Stock shall be recomputed
accordingly as of the close of business on such record date and thereafter the
Conversion Price of Series A Preferred Stock shall be adjusted pursuant to this
paragraph as of the time of actual payment or issuance of such dividends or
distributions.

                    (l) In the event the Corporation at any time or from time to
time shall make or issue, or fix 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, then and in
each such event provision shall be made so that the holders of Series A
Preferred Stock shall receive upon conversion thereof in addition to the number
of shares of Common Stock receivable thereupon, the amount of such other
securities of the Corporation that they would have received had their Series A
Preferred Stock been converted into Common Stock on the date, or the record
date, of such event and had thereafter, during the period from the date of such
event to and including the Conversion Date, retained such securities receivable
by them as aforesaid during such period, all subject to further adjustment as
provided herein during such period.

                    (m) If the Common Stock issuable upon the conversion of the
Series A Preferred Stock shall be changed into the same or a different number of
shares of any class

<Page>

or classes of stock, whether by capital reorganization, reclassification,
exchange, substitution or otherwise, then and in each such event the holder of
each such share of Series A Preferred Stock shall have the right thereafter to
convert such share into the kind and amount of shares of stock and other
securities and property receivable upon such reorganization, reclassification,
exchange, substitution or other change, by holders of the number of shares of
Common Stock into which such shares of Series A Preferred Stock might have been
converted immediately prior to such reorganization, reclassification, exchange,
substitution or other change, all subject to further adjustment as provided
herein.

               (5)  REDEMPTION.

                    (a) The Corporation shall have the option to redeem all or
any portion of the outstanding shares of Series A Preferred Stock on March 27,
2006 (the "Optional Redemption Date") at a price per share equal to the Series A
Liquidation Amount on the date of redemption ("Redemption Price"). If the
Optional Redemption Date is a Saturday, Sunday or legal holiday, then such
redemption shall occur on the first business day thereafter.

                    (b) Not less than 30 nor more than 60 days prior to the
Optional Redemption Date, the Corporation shall give written notice by first
class mail, postage prepaid, to each holder of record (at the close of business
on the business day next preceding the day on which notice is given) of the
Series A Preferred Stock, at the address of such holder last shown on the
records of the Corporation, notifying such holder whether or not the Corporation
had elected to effect a redemption of all or any portion of the outstanding
shares of Series A Preferred Stock and, if so, the aggregate number of shares to
be redeemed, the place at which payment may be obtained and calling upon such
holder to surrender to the Corporation in the manner and at the place
designated, its certificate or certificates representing the shares of Series A
Preferred Stock to be redeemed on such Optional Redemption Date (the "Redemption
Notice"). On or after the Optional Redemption Date, each holder of Series A
Preferred Stock shall surrender to the Corporation the certificate or
certificates representing such shares that are subject to redemption, in the
manner and at the place designated in the Redemption Notice, and thereupon the
Redemption Price of such shares shall be payable to the order of the person
whose name appears on such certificate or certificates as the owner thereof and
each surrendered certificate shall be canceled. Any redemption of less than all
of the shares of Series A Preferred Stock outstanding shall be effected ratably
among the holders of such shares based upon the aggregate Redemption Price of
such shares held by each such holder.

                    (c) From and after the Optional Redemption Date, unless
there shall have been a default in the timely payment of the Redemption Price,
all rights of the holders of shares of Series A Preferred Stock designated for
redemption in the Redemption Notice (except the right to receive the applicable
Redemption Price, upon surrender of their certificate or certificates) and
redeemed on such Optional Redemption Date shall cease with respect to such

<Page>

shares, and such shares shall not thereafter be transferred on the books of the
Corporation or be deemed to be outstanding for any purpose whatsoever. Shares of
Series A Preferred Stock not redeemed shall remain outstanding and entitled to
all the rights and preferences provided herein.

                    (d) Any shares of Series A Preferred Stock that are redeemed
or otherwise acquired by the Corporation will be canceled and will not be
reissued, sold or transferred. If fewer than the total number of shares of
Series A Preferred Stock represented by any certificate are redeemed, a new
certificate representing the number of unredeemed shares of Series A Preferred
Stock will be issued to the holder thereof without cost to such holder within a
reasonable time after surrender of the certificate representing the redeemed
shares.

                    (e) Neither the Corporation nor any subsidiary thereof will
redeem, purchase or otherwise acquire any shares of Series A Preferred Stock
except as expressly authorized herein or pursuant to a purchase offer made
pro-rata to all holders of shares of Series A Preferred Stock on the basis of
the aggregate Series A Liquidation Amount of such shares of Series A Preferred
Stock owned by each such holder.

                    (f) In the event the Corporation does not redeem all shares
of Series A Preferred Stock outstanding on the Optional Redemption Date (a
"Redemption By-Pass"), the holders of the Series A Preferred shall have the
right to elect a majority of the Board of Directors of the Corporation pursuant
to paragraph 6(c).

               (6)  VOTING.

                    (a) The holders of shares of Series A Preferred Stock shall
be entitled to vote with the holders of the Common Stock on all matters
submitted to a vote of shareholders of the Corporation, except as otherwise
provided herein or in the Georgia Business Corporation Code. Each holder of
shares of Series A Preferred Stock shall be entitled to the number of votes
equal to the largest number of full shares of Common Stock into which all shares
of Series A Preferred Stock held of record by such holder could then be
converted pursuant to paragraph 4 at the record date for the determination of
the shareholders entitled to vote on such matters or, if no such record date is
established, at the date such vote is taken or any written consent of
shareholders is first executed. The holders of shares of Series A Preferred
Stock shall be entitled to notice of any shareholders' meeting in accordance
with the Bylaws of the Corporation.

                    (b) So long as at least 25,000 shares of Series A Preferred
Stock remain outstanding (as adjusted for any stock dividends, combinations or
splits with respect to such shares after the filing date hereof), the holders of
Series A Preferred Stock voting as a class shall be entitled to elect one
director. The remaining directors shall be elected by the

<Page>

holders of the Common Stock and Series A Preferred Stock voting together as a
single class, with the Series A Preferred Stock voting on an as-if converted to
Common Stock basis.

                    (c) In the event of a Redemption By-Pass, the holders of
Series A Preferred Stock shall be entitled to elect the smallest number of
directors that shall constitute a majority of the authorized number of directors
of the Corporation (including for these purposes any director elected by the
Series A Preferred Stock pursuant to paragraph (b)), and the remaining directors
shall be elected by vote of all the shareholders of the Corporation, with the
Series A Preferred Stock voting on an as-if converted to Common Stock basis.
Whenever under the provisions of this paragraph (c) the right shall have accrued
to the holders of Series A Preferred Stock to elect a majority of the
Corporation's directors, upon delivery to the Corporation of a written consent
of holders of a majority of the voting power of the Series A Preferred Stock
designating their nominees to the Board, the authorized number of directors
shall automatically without any further action be increased to a number equal to
two times the previously authorized number of directors (less any directors then
in office elected by the holders of Series A Preferred Stock pursuant to
paragraph (b)) plus one, and the directors so elected in the written consent
shall effective immediately fill the vacancies created by the creation of such
new board seats. Notwithstanding the foregoing, all directors elected as a
result of the rights of the holders of Series A Preferred Stock to elect
directors as set forth herein shall recuse themselves from (i) any vote to
redeem all or a portion of the Series A Preferred Stock pursuant to paragraph
(5) hereof, regardless of when such vote is taken, and (ii) any vote to amend
the provisions of this sentence.

                    (d) In the case of any vacancy in the office of a director
elected by a specified group of shareholders, a successor shall be elected to
hold office for the unexpired term of such director by the affirmative vote of a
majority of the shares of such specified group given at a special meeting of
such shareholders duly called or by an action by written consent for that
purpose; provided, however, that in the event of a vacancy in the office of a
director elected by the holders of Series A Preferred Stock pursuant to
paragraph (c), such vacancy may be filled by the vote of a majority of the other
directors then in office elected by the holders of the Series A Preferred Stock.
Subject to the applicable provisions of the Georgia Business Corporation Code
and the special removal rights set forth in paragraph (c) above, any director
who shall have been elected by a specified group of shareholders may be removed
during the aforesaid term of office, either for or without cause, by, and only
by, the affirmative vote of the holders of a majority of the shares of such
specified group, given at a special meeting of such shareholders duly called or
by an action by written consent for that purpose, and any such vacancy thereby
created may, be filled by the vote of the holders of a majority of the shares of
such specified group represented at such meeting or in such consent.

                    (e) Without the affirmative vote or written consent of the
holders of at least 66-2/3% of the outstanding shares of Series A Preferred
Stock, voting as a separate class, the Corporation shall not:

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                    (i) authorize or issue, or obligate itself to issue, any
other capital stock ranking senior to or on a parity with the Series A Preferred
Stock as to dividend or redemption rights, liquidation preferences, conversion
rights, voting rights or otherwise; or

                    (ii) amend this Certificate of Designation or otherwise take
any action in a manner that would materially alter or change any of the powers,
preferences, privileges or rights of the Series A Preferred Stock.

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<Page>

                    IN WITNESS WHEREOF, Centiv, Inc. has caused this
Certificate of Designations to be signed by its duly authorized President
this 27th day of March, 2002.


                                             CENTIV, INC.


                                             By: /s/ William M. Rychel
                                                 ----------------------------
                                                 William M. Rychel, President