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                                                                    EXHIBIT 3(a)

                     SECOND AMENDED AND RESTATED CERTIFICATE
                                OF INCORPORATION

                                       OF

                                DIGITAL LAVA INC.

     DIGITAL LAVA INC. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware (as amended from time
to time, the "Law"), hereby certifies as follows:

     1. The name of the Corporation is Digital Lava Inc., the original
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware (the "Secretary") on June 5, 1996, the Amended
and Restated Certificate of Incorporation of the Corporation was filed with the
Secretary on November 27, 1996, and an Amendment to the Amended and Restated
Certificate of Incorporation of the Corporation was filed with the Secretary on
February 12, 1999. The name originally incorporated under is Lava Inc.

     2. Pursuant to Sections 242 and 245 of the Law, this Second Amended and
Restated Certificate of Incorporation of the Corporation restates and integrates
and further amends the Corporation's Certificate of Incorporation.

     3. The terms and provisions of this Second Amended and Restated Certificate
of Incorporation have been duly adopted pursuant to the provisions of Sections
242 and 245 of the Law and have been approved by written consent of the required
number of shares of outstanding stock of the Corporation pursuant to Section 228
of the Law and written notice pursuant to Section 228(d) of the Law has been
given to those stockholders whose written consent has not been obtained.

     4. The text of the Corporation's Amended and Restated Certificate of
Incorporation is hereby restated and further amended to read in its entirety as
follows:

                                   ARTICLE 1.

     The name of the corporation is DIGITAL LAVA INC. (the "Corporation").


                                   ARTICLE 2.

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


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                                   ARTICLE 3.

     The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the Law.

                                   ARTICLE 4.

     A. The Corporation is authorized to issue two classes of stock, to be
designated, respectively, "Common Stock" and "Preferred Stock". The total number
of shares which the Corporation is authorized to issue is 40,000,000, of which:
(A) 35,000,000 shares shall be Common Stock, $.0001 par value per share (herein
called "Common Stock"), and (B) 5,000,000 shares shall be Preferred Stock,
$.0001 par value per share (herein called "Preferred Stock").

     B. The Board of Directors shall have the authority to fix by Resolution the
voting powers (full, limited, multiple, fractional or none), designations,
preferences, qualifications, privileges, limitations, restrictions, options,
conversion rights and other special or relative rights of the Preferred Stock or
any class or series thereof prior to or concurrently with the issuance of such
shares.

     There shall be no cumulative voting rights for the Common Stock.

     The holders of the Common Stock and the Preferred Stock shall be entitled
to dividends, when, as and if declared by the Board of Directors of the
Corporation, payable at such time or times as the Board of Directors may
determine.

     Subject to the determination of the Board of Directors with regard to the
Preferred Stock, in the event of any liquidation, dissolution or winding up of
the affairs of the Corporation, whether voluntary or involuntary, all remaining
assets and funds of the Corporation available for distribution to its
stockholders shall be distributed in equal amounts per share and without
preference or priority of one class of common stock over the other.

     Any action may be taken by the stockholders of the Corporation by their
written consent without a stockholders' meeting.

     No stockholder of this Corporation shall by reason of his holding shares of
any class have any preemptive or preferential right to purchase or subscribe to
any shares of any class of this Corporation, now or hereafter to be authorized,
or any notes, debentures, bonds, or other securities convertible into or
carrying options or warrants to purchase shares of any class, now or hereafter
to be authorized, whether or not the issuance of any such shares, or such notes,
debentures, bonds or other securities, would adversely affect the dividend or
voting rights of such stockholder, other than such rights, if any, as the board
of directors, in its discretion from time to time may grant, and at such price
as the Board of Directors in its discretion may fix; and the


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Board of Directors may issue shares of any class of this Corporation, or any
notes, debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase shares of any class, without offering any such
shares of any class, either in whole or in part, to the existing stockholders of
any class.

                                   ARTICLE 5.

     The number of directors of the Corporation shall be such as from time to
time shall be fixed by, or in the manner provided in, the by-laws of the
Corporation. No election of directors need be by ballot unless the by-laws so
provide.

                                   ARTICLE 6.

     The Corporation hereby expressly elects not to be governed by Section 203
of the Law.

                                   ARTICLE 7.

     A. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that this provision shall not eliminate
or limit the liability of a director (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 Law, or (iv) from any transaction from
which the director derived an improper personal benefit. If the Law is amended
after approval of by the stockholders of this Article to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director shall be eliminated or limited to the fullest extent
permitted by the Law, as so amended.

     B. The Corporation shall indemnify, in accordance with and to the full
extent now or hereafter permitted by law, 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
(including, without limitation, an action by or in the right of the
Corporation), by reason of his acting as a director of the Corporation (and the
Corporation, in the discretion of the Board, may so indemnify a person by reason
of the fact that he is or was an officer or employee of the Corporation or is or
was serving at the request of the Corporation in any other capacity for or on
behalf of the Corporation) against any liability or expense actually and
reasonably incurred by such person in respect thereof; provided, however, that,
the Corporation shall not be obligated to indemnify any such person (i) with
respect to proceedings, claims or actions initiated or brought voluntarily by
such person and not by way of defense, or (ii) for any amounts paid in
settlement of an action effected without the prior written consent of the
Corporation to such settlement. Such indemnification is not exclusive of any
other right to indemnification provided by law, agreement or otherwise.

     C. No amendment to or repeal of this Article shall apply to or have any
effect on the


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rights of any individual referred to in this Article for or with respect to acts
or omissions of such individual occurring prior to such amendment or repeal.

                                   ARTICLE 8.

     The Board of Directors shall have power without the assent or vote of the
stockholders to make, alter, amend, change, add to or repeal the by-laws of the
Corporation.

                                   ARTICLE 9.

     The Corporation shall have perpetual existence.

                                   ARTICLE 10.

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statute) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of the Corporation.

     IN WITNESS WHEREOF, the Corporation has caused this Second Amended and
Restated Certificate of Incorporation to be signed by its Chief Executive
Officer on February 12, 1999.

                                      DIGITAL LAVA INC.

                                      Joshua Sharfman, Chief Executive Officer


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