CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             OBJECTSOFT CORPORATION


        I, David E. Y. Sarna,  being the duly  elected  Chairman  of  OBJECTSOFT
CORPORATION,  a Delaware corporation (the  "Corporation"),  do hereby certify as
follows:

        (a)     The name of the Corporation is ObjectSoft Corporation.

        (b)     The Certificate of  Incorporation  is amended by the addition of
an ARTICLE ELEVENTH, ARTICLE TWELFTH and ARTICLE THIRTEENTH to read as follows:

               "ELEVENTH:

                        (i) At a Meeting of  Stockholders in 1996, the directors
                shall be divided into two classes, with respect to the time that
                they  severally  hold  office,  as  nearly  equal in  number  as
                possible,  with the initial term of office of the first class of
                directors to expire at the 1997 Annual  Meeting of  Stockholders
                and the initial  term of office of the second class of directors
                to expire at the 1998 Annual Meeting of Stockholders. Commencing
                with the 1997 Annual Meeting of Stockholders,  directors elected
                to succeed those  directors  whose terms have thereupon  expired
                shall be  elected  for a term of office to expire at the  second
                succeeding Annual Meeting of Stockholders  after their election,
                and upon the election and qualification of their successors.  If
                the number of  directors  is changed,  any  increase or decrease
                shall be  apportioned  among the  classes so as to  maintain  or
                attain, if possible,  the equality of the number of directors in
                each  class,  but in no case will a  decrease  in the  number of
                directors  shorten the term of any incumbent  director.  If such
                equality is not  possible,  the  increase  or decrease  shall be
                apportioned  among the classes in such a way that the difference
                in the number of directors in the classes shall not exceed one.

                        (ii) Any  vacancies  in the Board of  Directors  for any
                reason and any newly created  directorships  resulting by reason
                of any increase in the number of directors may be filled only by
                the  Board  of   Directors   (unless   there  are  no  remaining
                directors), acting by a majority of the remaining directors then
                in office,  although  less than a quorum,  and any  directors so
                chosen  shall hold office  until the next  election of the class
                for which  such  directors  have  been  chosen  and until  their
                successors are elected and qualified.

                        (iii) Any  director,  or the entire Board of  Directors,
                may be removed  from office at any time,  but only for cause and
                only by the  affirmative  vote of the holders of at least 75% of
                the voting  power of all of the  shares of capital  stock of the
                Corporation  then entitled to vote  generally in the election of
                directors, voting together as a single class.


<PAGE>


                TWELFTH:  Any action  required or  permitted  to be taken by the
                stockholders  of the  Corporation  must  be  effected  at a duly
                called  annual  or  special   meeting  of  stockholders  of  the
                Corporation and may not be effected by any consent in writing by
                such  stockholders.  Special  meetings  of  stockholders  of the
                Corporation  may be called  only by (i) the  Board of  Directors
                pursuant  to a  resolution  adopted by a majority  of the entire
                Board of  Directors,  either  upon  motion of a director or upon
                written  request  by the  holders  of at least 50% of the voting
                power of all the shares of capital stock of the Corporation then
                entitled to vote generally in the election of directors,  voting
                together as a single  class or (ii) the chairman of the Board or
                the president of the Corporation.

                THIRTEENTH:  In  addition  to any  requirements  of the  General
                Corporation Law of Delaware (and notwithstanding the fact that a
                lesser  percentage  may be specified by the General  Corporation
                Law of  Delaware),  the  affirmative  vote of the  holders of at
                least 75% of the  voting  power of all of the  shares of capital
                stock of the Corporation  then entitled to vote generally in the
                election of directors,  voting together as a single class, shall
                be required for the  stockholders  of the  Corporation to amend,
                alter, change, adopt or repeal Article Eleventh, Article Twelfth
                or Article Thirteenth hereof."

        (c)     The  Board  of   Directors  of  the   Corporation   has  adopted
resolutions  by unanimous  written  consent  setting forth the amendment  herein
contained,  declaring its  advisability  and providing that such  resolutions be
presented  for  adoption  by a vote at an annual  meeting  by the  holders  of a
majority of the shares entitled to vote thereon. By a vote at the annual meeting
of the stockholders of a majority of the outstanding  shares of the Common Stock
and Series A Preferred Stock of the Corporation voting together,  such amendment
has been adopted in accordance  with Section 242 of the General  Corporation Law
of the State of Delaware.

Signed and attested to on November 14, 1996.
(Corporate Seal)

                                            /s/  David E. Y. Sarna
                                            ---------------------------------
                                            David E. Y. Sarna, Chairman

Attest:


/s/  Tania M. Selverian
---------------------------------
Tania M. Selverian, Assistant Secretary