SEVENTH AMENDED AND RESTATED
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                           COLOR KINETICS INCORPORATED
 
         The original Certificate of Incorporation of Color Kinetics
Incorporated (the "Corporation") was filed with the Secretary of State of
Delaware on September 15, 1997, the Amended and Restated Certificate of
Incorporation of the Corporation was filed with the Secretary of State of
Delaware on November 4, 1998, the Second Amended and Restated Certificate of
Incorporation Corporation was filed with the Secretary of State of Delaware on
November 4, 1999, the Third Amended and Restated Certificate of Incorporation
Corporation was filed with the Secretary of State of Delaware on August 18,
2000, the Fourth Amended and Restated Certificate of Incorporation Corporation
was filed with the Secretary of State of Delaware on March 22, 2001, the Fifth
Amended and Restated Certificate of Incorporation of the Corporation was filed
with the Secretary of State of Delaware on December 14, 2001 and the Sixth
Amended and Restated Certificate of Incorporation of the Corporation was filed
with the Secretary of State of Delaware on January 29, 2004. This Seventh
Amended and Restated Certificate of Incorporation (i) amends and restates the
provisions of the Certificate of Incorporation as amended and restated to date;
(ii) supersedes the Certificate of Incorporation and all amendments thereto and
restatements thereof; and (iii) has been duly proposed by the directors and
adopted by the stockholders in the manner and by the vote prescribed by Sections
228 and 242 and has been duly adopted pursuant to Section 245 of the General
Corporation Law of Delaware.
 
         FIRST: The name of the corporation (the "Corporation") is Color
Kinetics Incorporated.
 
         SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, and
the name of its registered agent at such address is The Corporation Trust
Company.
 
         THIRD: 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 Delaware.
 
         FOURTH: The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 105,000,000, consisting
of (i) 100,000,000 shares of Common Stock, $.001 par value per share ("Common
Stock"), and (ii) 5,000,000 shares of Preferred Stock, $.001 par value per
share ("Preferred Stock").
 
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         The following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions
thereof, in respect of each class of capital stock of the Corporation:
 
A.       COMMON STOCK.
 
         1.       General. The voting, dividend and liquidation rights of the
holders of the Common Stock are subject to and qualified by the rights of the
holders of the Preferred Stock of any series as may be designated by the Board
of Directors upon any issuance of the Preferred Stock of any series.
 
         2.       Voting. The holders of Common Stock will be entitled to one
vote per share on all matters to be voted on by the stockholders of the
Corporation. There shall be no cumulative voting.
 
         3.       Dividends. Dividends may be declared and paid on the Common
Stock from funds lawfully available therefor as and when determined by the Board
of Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock.
 
         4.       Liquidation. Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of Common Stock will be
entitled to receive all assets of the Corporation available for distribution to
its stockholders, subject to any preferential liquidation rights of any then
outstanding Preferred Stock.
 
B.       PREFERRED STOCK.
 
         Preferred Stock may be issued from time to time in one or more series,
each of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as hereinafter provided. No share of
Preferred Stock that is redeemed, purchased or acquired by the Corporation may
be reissued except as otherwise provided herein or by law. Different series of
Preferred Stock shall not be construed to constitute different classes of shares
for the purposes of voting by classes unless expressly provided herein, in any
such resolution or resolutions, or by law.
 
         Authority is hereby expressly granted to the Board of Directors from
time to time to issue the Preferred Stock in one or more series, and in
connection with the creation of any such series, by resolution or resolutions
providing for the issue of the shares thereof, to determine and fix such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including without
limitation thereof, dividend rights, conversion rights, redemption privileges
and liquidation preferences, as shall be stated and expressed in such
resolutions, all to the full extent now or hereafter permitted by the General
Corporation Law of Delaware. Without limiting the generality of the foregoing,
the resolutions providing for issuance of any series of Preferred Stock may
provide that such series shall be superior or rank equally or be junior to the
Preferred Stock of any other series to the extent permitted by law. Except as
otherwise provided by law or by this Amended and Restated Certificate of
 
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Incorporation, no vote of the holders of the Preferred Stock or Common Stock
shall be a prerequisite to the issuance of any shares of any series of the
Preferred Stock authorized by and complying with the conditions of the Amended
and Restated Certificate of Incorporation, any right to have such vote being
expressly waived by all present and future holders of the capital stock of the
Corporation.
 
         FIFTH: In furtherance of and not in limitation of powers conferred by
statute, it is further provided that:
 
                  (a)      Subject to the limitations and exceptions, if any,
contained in the by-laws of the Corporation, the by-laws may be adopted, amended
or repealed by the Board of Directors of the Corporation.
 
                  (b)      Elections of directors need not be by written ballot.
 
                  (c)      Subject to any applicable requirements of law, the
books of the Corporation may be kept outside the State of Delaware at such
location as may be designated by the Board of Directors or in the by-laws of the
Corporation.
 
                  (d)      Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly constituted annual or
special meeting of stockholders and may not be effected by any consent in
writing by such stockholders.
 
         SIXTH: The Corporation is to have perpetual existence.
 
         SEVENTH: The Corporation shall indemnify each person who at any time
is, or shall have been a director or officer of the Corporation, and is
threatened to be or is made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is, or was, a director or officer
of the Corporation, or served at the request of the Corporation as a director,
officer, employee, trustee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement incurred in connection
with any such action, suit or proceeding to the maximum extent permitted by the
General Corporation Law of Delaware. The foregoing right of indemnification
shall in no way be exclusive of any other rights of indemnification to which any
such director or officer may be entitled, under any by-law, agreement, vote of
directors or stockholders or otherwise. No amendment to or repeal of the
provisions of this paragraph shall deprive a person of the benefit of this
paragraph with respect to any act or failure to act of such person occurring
prior to such amendment or repeal.
 
         EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of
 
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Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders of this Corporation, as the case
may be, and also on this Corporation.
 
         NINTH: To the maximum extent permitted by the General Corporation Law
of Delaware as the same exists or may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or to any of its
stockholders for monetary damages arising out of such director's breach of
fiduciary duty as a director of the Corporation. No amendment to or repeal of
the provisions of this paragraph shall apply to or have any effect on the
liability or the alleged liability of any director of the Corporation with
respect to any act or failure to act of such director occurring prior to such
amendment or repeal.
 
         TENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute and this
Amended and Restated Certificate of Incorporation, and all rights conferred upon
stockholders herein are granted subject to this reservation.
 
         ELEVENTH: Notwithstanding any other provisions of law, this Amended and
Restated Certificate of Incorporation or the by-laws of the Corporation, each as
amended, and notwithstanding the fact that a lesser percentage may be specified
by law, the affirmative vote of the holders of at least eighty percent (80%) of
the shares of capital stock of the Corporation issued and outstanding and
entitled to vote shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Article ELEVENTH or Section (d) of Article FIFTH herein.
 
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         IN WITNESS WHEREOF, the undersigned, being the duly elected and acting
Chief Executive Officer of Color Kinetics Incorporated, does hereby declare that
this Amended and Restated Certificate of Incorporation has been duly adopted by
the Board of Directors and the stockholders of this Corporation in accordance
with the provisions of Sections 228, 242 and 245 of the General Corporation Law
of Delaware. The undersigned does hereby affirm, under the penalties of perjury,
that this instrument is the act and deed of the Corporation and the facts herein
set forth are true and correct. I have accordingly hereunto set my hand this
____ day of _______, 2004.
 
                                           COLOR KINETICS INCORPORATED
 
                                           By:__________________________________
                                              George G. Mueller
                                              Its Chief Executive Officer
 
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                            CERTIFICATE OF AMENDMENT
 
                                       OF
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                           COLOR KINETICS INCORPORATED
 
         I, George Mueller, Chief Executive Officer of Color Kinetics
Incorporated, do hereby certify that this Amendment to Certificate of
Incorporation has been duly proposed by the directors and adopted by the
stockholders in the manner and by the vote prescribed by Sections 228 and 242 of
the General Corporation Law of Delaware.
 
         FIRST. That the Certificate of Incorporation of the Corporation, as
amended to date, be further amended by insertion, immediately following the
first paragraph of Article FOURTH thereof, of the following paragraph:
 
         Effective upon the filing of this Certificate of Amendment of
Certificate of Incorporation of the Corporation (the "Effective Date"), each
share of common stock, $.001 par value, outstanding immediately prior to the
Effective Date shall be combined, reclassified and changed into 0.5 fully paid
and non-assessable share of common stock, $.001 par value, without any action on
the part of the holder thereof (the "Reverse Stock Split"). No fractional shares
shall be issued in connection with the Reverse Stock Split. Any stockholder who
would otherwise be entitled to receive a fractional share as a result of such
Reverse Stock Split shall receive in lieu thereof cash in the amount equal to
the amount of such fraction multiplied by the fair value of the common stock on
the Effective Date as determined by the Board of Directors of the Corporation.
On and after the Effective Date, each outstanding certificate that prior thereto
represented shares of common stock shall be deemed for all purposes to evidence
ownership of and to represent that lesser whole number of shares of common stock
into which the shares of common stock represented by such certificates have been
combined, reclassified and changed as herein provided. Until any such
outstanding stock certificate shall have been surrendered for transfer or
otherwise accounted for to the Corporation, the registered owner thereof on the
books and records of the Corporation shall have and be entitled to exercise any
voting and other rights with respect to, and to receive any dividend and other
distributions upon, the lesser number of shares of the Corporation's common
stock evidenced by such outstanding certificate as above provided.
 
 
         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Certificate of Incorporation to be executed by George Mueller, its
Chief Executive Officer, this 28th day of May, 2004.
 
 
 
                                                     COLOR KINETICS INCORPORATED
 
 
 
                                                     By:     /s/ George Mueller
                                                            --------------------
                                                            George Mueller