SECOND AMENDED AND RESTATED
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                           KANBAY INTERNATIONAL, INC.
 
     KANBAY INTERNATIONAL, INC. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Delaware Law"), does hereby certify:
 
     I.      The name of the Corporation is Kanbay International, Inc. The
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on August 1, 2000. The Amended and
Restated Certificate of Incorporation of the Corporation was filed with the
Secretary of State of Delaware on August 31, 2000, and was further amended by
Amendment No. 1 thereto, filed with the Secretary of State of Delaware on
December 22, 2003, and by Amendment No. 2 thereto, filed with the Secretary of
State of Delaware on June 15, 2004.
 
     II.     Pursuant to Section 242 and 245 of the Delaware Law, this Second
Amended and Restated Certificate of Incorporation (the "Certificate") amends and
restates the provisions of the Amended and Restated Certificate of Incorporation
of this Corporation, as amended by Amendment No. 1 and Amendment No. 2.
 
     III.    This Certificate herein certified has been duly adopted and written
consent has been given in accordance with the provisions of Sections 228 and 242
of the Delaware Law.
 
     IV.     The text of the original Certificate of Incorporation as heretofore
amended or supplemented is hereby amended and restated to read in its entirety
as follows:
 
                                   ARTICLE ONE
 
     The name of the Corporation is Kanbay International, Inc.
 
                                   ARTICLE TWO
 
     The address of the Corporation's registered office in the State of Delaware
is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware
19808. The name of its registered agent at such address is Corporation Service
Company. The registered office and/or registered agent of the Corporation may be
changed from time to time by action of the board of directors.
 
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                                  ARTICLE THREE
 
     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 the State of Delaware (the "Delaware
General Corporation Law"). The Corporation shall have all power necessary or
convenient to conduct, promote or engage in such acts or activities.
 
                                  ARTICLE FOUR
 
     SECTION 1. The aggregate number of shares of stock which the Corporation
has authority to issue is 205,000,000, consisting of 5,000,000 shares of
preferred stock, par value $.001 per share (the "Preferred Stock"), and
200,000,000 shares of common stock, par value $.001 per share (the "Common
Stock").
 
     SECTION 2. The preferences, limitations, designations and relative rights
of the shares of each class and the qualifications, limitations or restrictions
thereof shall be as follows:
 
     A.      PREFERRED STOCK.
 
             1.      AUTHORIZATION; SERIES; PROVISIONS. The Board of Directors
of the Corporation is hereby expressly authorized, subject to limitations
prescribed by law and the provisions of this Article Four, to provide for the
issuance of shares of the Preferred Stock in series, and by filing a certificate
pursuant to the General Corporation Law of the State of Delaware, to establish
from time to time the number of shares to be included in each such series and to
fix the designations, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions thereof. The
Preferred Stock may be issued from time to time in one or more series, the
shares of each series to have such powers, designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as are stated and expressed herein or in a
resolution or resolutions providing for the issuance of such series, adopted by
the Board of Directors.
 
             2.      SERIES IDENTICAL; RANK. All shares of any one series of
Preferred Stock shall be identical with each other in all respects, except that
shares of any one series issued at different times may differ as to the dates
from which dividends, if any, thereon shall be cumulative; and all series shall
rank equally and be identical in all respects. All shares of Preferred Stock
shall rank senior to the Common Stock both as to dividends and upon liquidation.
 
             3.      REACQUIRED SHARES. Shares of Preferred Stock which shall be
issued and thereafter acquired by the Corporation through purchase, redemption,
exchange, conversion or otherwise shall return to the status of authorized but
unissued Preferred Stock, undesignated as to series, unless otherwise provided
in the resolution or resolutions of the Board of Directors.
 
     B.      COMMON STOCK.
 
     Except as shall otherwise be stated herein or as otherwise required by
applicable law, all shares of Common Stock shall be identical in all respects
and shall entitle the holders thereof to
 
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the same rights and privileges, subject to the same qualifications, limitations
and restrictions. The Common Stock shall be subject to all of the rights,
privileges, preferences and priorities of the Preferred Stock as set forth in
the resolution or resolutions providing for the respective series of Preferred
Stock.
 
             1.      VOTING RIGHTS. Except as otherwise provided in this Section
2B of Article Four or as otherwise required by applicable law, holders of Common
Stock shall be entitled to one vote per share on all matters to be voted on by
the holders of Common Stock. Holders of Common Stock are not entitled to
cumulative voting rights.
 
             2.      DIVIDENDS. Subject to the rights of each series of the
Preferred Stock, dividends may be declared and paid or set apart for payment
upon the Common Stock out of any assets or funds of the Corporation legally
available for the payment of dividends, and all holders of Common Stock shall be
entitled to participate in such dividends ratably on a per share basis.
 
             3.      LIQUIDATION. Upon any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, and after the holders
of the Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled in preference to the Common Stock
in accordance with the terms of any outstanding Preferred Stock and applicable
law, the remaining net assets and funds of the Corporation shall be distributed
pro rata to the holders of the Common Stock and the holders of any Preferred
Stock, but only to the extent that the holders of any Preferred Stock shall be
entitled to participate in such distributions in accordance with the terms of
any outstanding Preferred Stock or applicable law. A consolidation or merger of
the Corporation with or into another corporation or corporations or a sale,
whether for cash, shares of stock, securities or properties, or any combination
thereof, of all or substantially all of the assets of the Corporation shall not
be deemed or construed to be a liquidation, dissolution or winding up of the
Corporation within the meaning of this Section 2B of Article Four.
 
             4.      NO PREEMPTIVE RIGHTS. No holder of Common Stock of the
Corporation shall be entitled, as such, as a matter of right, to subscribe for
or purchase any part of any new or additional issue of stock of any class or
series whatsoever or of securities convertible into stock of any class
whatsoever, whether now or hereafter authorized and whether issued for cash or
other consideration, or by way of dividend.
 
                                  ARTICLE FIVE
 
     The Corporation is to have perpetual existence.
 
                                   ARTICLE SIX
 
     The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors, and the directors need not be elected
by written ballot unless required by the By-laws of the Corporation. In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors of the Corporation is expressly authorized to make, alter, amend,
change, add to or repeal the By-laws of the Corporation.
 
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                                  ARTICLE SEVEN
 
     Meetings of stockholders may be held within or without the State of
Delaware, as the By-laws of the Corporation may provide. The books of the
Corporation may be kept 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. The Board of Directors shall from time to time decide
whether and to what extent and at what times and under what conditions and
requirements the accounts and books of the Corporation, or any of them, except
the stock book, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any books or documents of the
Corporation except as conferred by the laws of the State of Delaware or as
authorized by the Board of Directors.
 
                                  ARTICLE EIGHT
 
     Subject to the rights of the holders of any series of Preferred Stock, from
and after the date on which the Common Stock of the Corporation is initially
registered pursuant to the Securities Exchange Act of 1934, as amended, (A) any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at an annual or special meeting of stockholders of the
Corporation and may not be effected in lieu thereof by any consent in writing by
such stockholders unless the action to be effected by written consent of the
stockholders and the taking of such action by written consent have been approved
in advance by a resolution adopted by the Board of Directors, and (B) special
meetings of stockholders of the Corporation may be called only by the chairman
of the board, the chief executive officer or the secretary pursuant to a
resolution adopted by a majority of the directors then in office.
 
                                  ARTICLE NINE
 
     (a)     The number of directors which shall constitute the whole board
shall be such as from time to time shall be fixed by the Board of Directors in
the manner as provided in the By-laws and such number shall initially be seven
(7). The directors of the Corporation shall be divided into three classes: Class
I, Class II and Class III. Membership in such classes shall be as nearly equal
in number as possible. The term of office of the initial Class I directors shall
expire at the annual election of directors by the stockholders of the
Corporation in 2005, the term of office of the initial Class II directors shall
expire at the annual election of directors by the stockholders of the
Corporation in 2006, and the term of office of the initial Class III directors
shall expire at the annual election of directors by the stockholders of the
Corporation in 2007, or thereafter when their respective successors in each case
are elected by the stockholders and qualified, subject, however, to prior death,
resignation, retirement, disqualification or removal from office for cause. At
each succeeding annual election of directors by the stockholders of the
Corporation beginning in 2005, the directors chosen to succeed those whose terms
then expire shall be identified as being of the same class as the directors they
succeed and shall be elected for a term expiring at the third succeeding annual
election of directors by the stockholders of the Corporation, or thereafter when
their respective successors in each case are elected by the stockholders and
qualified. If the number of directors is changed, any increase or decrease shall
be apportioned among the classes so as to maintain the number of directors in
each class as
 
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nearly equal as possible, and any additional director of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
will a decrease in the number of directors shorten the term of any incumbent
director.
 
     Vacancies and newly created directorships resulting from any increase in
the number of directors may be filled only by the affirmative vote of the
majority of the Board of Directors then in office, although less than quorum, or
by a sole remaining director. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of his predecessor.
 
     Notwithstanding the foregoing, whenever the holders of any class or one or
more series of Preferred Stock issued by the Corporation shall have the right,
voting separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of this
Certificate of Incorporation in effect from time to time and applicable thereto.
 
     Subject to the rights of any class or series of Preferred Stock to elect
directors under specified circumstances, no director may be removed from office
without cause.
 
     (b)     Except to the extent prohibited by law, the Board of Directors
shall have the right (which, to the extent exercised, shall be exclusive) to
establish the rights, powers, duties, rules and procedures that from time to
time shall govern the Board of Directors and each of its members, including
without limitation the vote required for any action by the Board of Directors,
and that from time to time shall affect the directors' power to manage the
business and affairs of the Corporation; and no By-law shall be adopted by
stockholders which shall impair or impede the implementation of the foregoing.
 
                                   ARTICLE TEN
 
     Article Eight, Article Nine and this Article Ten of this Certificate of
Incorporation and Sections 2, 12 and 14 of Article II, Sections 2, 3, 4 and 5 of
Article III, Article V and Article VIII of the By-laws of the Corporation shall
not be altered, amended or repealed by, and no provision inconsistent therewith
shall be adopted by, the stockholders without the affirmative vote of the
holders of at least two-thirds of the issued and outstanding voting stock of the
Corporation entitled to vote generally for the election of directors represented
at a meeting of stockholders at which a quorum is present (as provided in the
By-laws of the Corporation).
 
                                 ARTICLE ELEVEN
 
     (a)     To the fullest extent permitted by the Delaware General Corporation
Law as it now exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than permitted prior thereto), no
director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages arising from a breach of fiduciary duty owed
to the Corporation or its stockholders; provided that the foregoing shall not
eliminate nor limit the
 
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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) for payment of dividends or stock purchases or redemptions by the
Corporation in violation of Section 174 (or any successor provision) of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. To the fullest extent permitted
by the Delaware General Corporation Law as it now exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
permitted prior thereto), no officer or employee of the Corporation shall be
liable to the Corporation or its stockholders for monetary damages arising from
actions taken in connection with their service to or employment with the
Corporation; provided that the foregoing shall not eliminate or limit the
liability of an officer or employee for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law.
 
     (b)     Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director, officer or employee of the Corporation existing at the
time of such repeal or modification.
 
                                 ARTICLE TWELVE
 
     The Corporation expressly elects to be governed by Section 203 of the
Delaware General Corporation Law.
 
                                ARTICLE THIRTEEN
 
     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation in effect from time to
time in the manner now or hereafter prescribed herein and by the laws of the
State of Delaware, and all rights conferred upon stockholders herein are granted
subject to this reservation.
 
     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed on June 15, 2004.
 
 
                                   Kanbay International, Inc.
 
                                   By:  s/ Raymond J. Spencer
                                       -----------------------------------------
                                        Raymond J. Spencer, Chairman and Chief
                                        Executive Officer
 
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                           KANBAY INTERNATIONAL, INC.
 
                         CERTIFICATE OF AMENDMENT NO. 2
                                       TO
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
                          (RECAPITALIZATION AMENDMENT)
 
            (Adopted in Accordance with the Provisions of Section 242
            of the General Corporation Law of the State of Delaware)
 
     Raymond J. Spencer, being the Chief Executive Officer of Kanbay
International, Inc., a corporation organized and existing under and by virtue of
the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY as
follows:
 
             1.      That the Corporation's Amended and Restated Certificate of
     Incorporation, as filed with the Delaware Secretary of State on August 31,
     2000 and as amended by Amendment No. 1 thereto, as filed with the Delaware
     Secretary of State on December 22, 2003 (collectively, the "Certificate of
     Incorporation") be, and hereby is, further amended by deleting Article Four
     of the Certificate of Incorporation in its entirety and substituting the
     following in its stead:
 
             ARTICLE FOUR
 
                     4.1     AUTHORIZED STOCK. The total number of shares of all
             classes of stock which the Corporation shall have the authority to
             issue shall be 50,000,000 shares of Common Stock, par value $.001
             per share (the "Common Stock").
 
                     4.2     RECLASSIFICATION. On the Effective Date, as
             hereinafter defined, each issued and outstanding share of Class A
             Common Stock, $.001 par value per share (the "Class A Common"),
             shall be automatically reclassified and converted into one (1)
             fully paid and nonassessable share of the Common Stock. All
             certificates representing shares of the Class A Common that are
             issued and outstanding immediately prior to the Effective Date (the
             "Original Certificates"), shall upon the Effective Date, be deemed
             to represent only a right to receive a replacement certificate
             (each, a "Replacement Certificate") representing
 
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             the applicable number of shares of the Common Stock to be received
             upon the Effective Date by a holder as a result of the actions set
             forth in the preceding sentence. As soon as practicable after the
             Effective Date, the Corporation will issue to each holder of record
             of an Original Certificate, a Replacement Certificate representing
             the appropriate number of shares of the Common Stock and upon
             issuance of such Replacement Certificate, such Original Certificate
             shall be deemed cancelled without any further action on the part of
             the Corporation or the holder of the Common Stock.
 
             2.      This Amendment No. 2 to the Amended and Restated
     Certificate of Incorporation (the "Recapitalization Amendment") shall be
     effective on June 15, 2004 (the "Effective Date").
 
             3.      This Recapitalization Amendment herein certified has been
     duly adopted and written consent has been given in accordance with the
     provisions of Sections 228 and 242 of the General Corporation Law of the
     State of Delaware.
 
     IN WITNESS WHEREOF, the undersigned, has signed this Certificate of
Amendment No. 2 to the Amended and Restated Certificate of Incorporation as of
June 15, 2004.
 
 
                                   Kanbay International, Inc.
 
                                   By:  s/ Raymond J. Spencer
                                       -----------------------------------------
                                        Raymond J. Spencer, Chairman and Chief

                                        Executive Officer