SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
                                      OF
 
                              eCOLLEGE.COM, INC.
 
 
                 (Pursuant to Sections 228, 242 and 245 of the
               General Corporation Law of the State of Delaware)
 
          eCOLLEGE.com, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"General Corporation Law"),
 
          DOES HEREBY CERTIFY:
 
          FIRST:  That the Corporation filed its original Certificate of
Incorporation with the Secretary of State of Delaware on May 11, 1999.  On
________, 1999, the Corporation filed an Amended and Restated Certificate of
Incorporation in connection with the filing of an Agreement and Plan of Merger
between Real Education, Inc., a Colorado corporation, and the Corporation.
 
          SECOND:  That the Board of Directors duly adopted resolutions
proposing to amend and restate the Amended and Restated Certificate of
Incorporation of the Corporation, declaring said amendment and restatement to be
advisable and in the best interests of the Corporation and its stockholders, and
authorizing the appropriate officers of the Corporation to solicit the consent
of the stockholders of the issued and outstanding Common Stock, $0.01 par value,
and Preferred Stock, $0.01 par value, voting as a single class and as separate
classes, all in accordance with the applicable provisions of Sections 228, 242
and 245 of the General Corporation Law of the State of Delaware;
 
          THIRD:   That the resolution setting forth the proposed amendment and
restatement is as follows:
 
          "RESOLVED, that the Second Amended and Restated Certificate of
          Incorporation of the Corporation be amended and restated in its
          entirety as follows:
 
                                   ARTICLE I
 
                                      Name
 
                  The name of the Corporation is eCollege.com.
 
                                       1.
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                                   ARTICLE II
 
                               Registered Office
 
          The address of the registered office of the Corporation in the State
of Delaware is 1013 Centre Road in the City of Wilmington, State of Delaware
19805, County of New Castle.  The name of the registered agent at such address
is Corporation Service Company.
 
 
                                  ARTICLE III
 
                                  Powers/Term
 
          The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law.  The Corporation is to have perpetual existence.
 
 
                                   ARTICLE IV
 
                                 Capital Stock
 
          A.   Classes of Stock.  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 55,000,000 shares.  50,000,000 shares, par value $0.01 per share, shall be
Common Stock and 5,000,000 shares, par value $0.01 per share, shall be Preferred
Stock.  The consideration for the issuance of the shares shall be paid to or
received by the Corporation in full before their issuance and shall not be less
than the par value per share.  The number of authorized shares of Common Stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the stock
of the Corporation entitled to vote, irrespective of the provisions of Section
242(b)(2) of the General Corporation Law of Delaware.
 
          B.   Common Stock.
               ------------
 
          (1)  General.  All shares of Common Stock will be identical and will
               -------
entitle the holders thereof to the same rights, powers and privileges.  The
rights, powers and privileges of the holders of the Common Stock are subject to
and qualified by the rights of holders of any then outstanding Preferred Stock.
 
          (2)  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.
 
          (3)  Dissolution, Liquidation or Winding Up.  In the event of any
               --------------------------------------
dissolution, liquidation or winding up of the affairs of the Corporation,
whether voluntary or involuntary, each issued and outstanding share of Common
Stock shall entitle the holder thereof to receive an equal portion of the net
assets of the Corporation available for distribution to the
 
                                       2.
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holders of Common Stock, subject to any preferential rights of any then
outstanding Preferred Stock.
 
          (4)  Voting Rights.  Except as otherwise required by law or this
               -------------
Amended and Restated Certificate of Incorporation, each holder of Common Stock
shall have one vote in respect of each share of stock held of record by such
holder on the books of the Corporation for the election of directors and on all
matters submitted to a vote of stockholders of the Corporation.  Except as
otherwise required by law or provided herein, holders of Preferred Stock shall
vote together with holders of Common Stock as a single class, subject to any
special or preferential voting rights of any then outstanding Preferred Stock.
There shall be no cumulative voting.
 
          (5)  Redemption.  The Common Stock is not redeemable.
               ----------
 
          C.   Preferred Stock. The Board of Directors is authorized, subject to
               ---------------
limitations prescribed by law, by the rules of a national securities exchange,
if applicable, and by the provisions of this ARTICLE IV, to provide for the
issuance of the shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable 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
designation, powers, preferences, and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.
 
          The authority of the Board with respect to each series shall include,
but not be limited to, determination of the following:
 
          (1)  The number of shares constituting that series and the distinctive
designation of that series;
 
          (2)  The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;
 
          (3)  Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
 
          (4)  Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for adjustment
of the conversion rate in such events as the Board of Directors shall determine;
 
          (5)  Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different conditions
and at different redemption dates;
 
          (6)  Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;
 
                                       3.
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          (7)  The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights or priority, if any, of payment of shares of that series;
and
 
          (8)  Any other relative rights, preferences and limitations of that
series.
 
          Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment before any dividends shall be paid or
declared and set apart for payment on the Common Stock with respect to the same
dividend period.
 
          If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution to holders
of shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of Preferred
Stock in accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.
 
          D.   Preemptive Rights. No holder of any of the shares of any class or
               -----------------
series of stock or of options, warrants or other rights to purchase shares of
any class or series of stock or of other securities of the Corporation shall
have any preemptive right to purchase or subscribe for any unissued stock of any
class or series, or any unissued bonds, certificates of indebtedness, debentures
or other securities convertible into or exchangeable for stock of any class or
series or carrying any right to purchase stock of any class or series;  but any
such unissued stock, bonds, certificates or indebtedness, debentures or other
securities convertible into or exchangeable for stock or carrying any right to
purchase stock may be issued pursuant to resolution of the Board of Directors of
the Corporation to such persons, firms, corporations or associations, whether or
not holders thereof, and upon such terms as may be deemed advisable by the Board
of Directors in the exercise of its sole discretion.
 
                                   ARTICLE V
 
                                   Directors
 
          A.   Number.  The number of directors of the Corporation shall be such
               ------
number, not less than five (5) nor more than fifteen (15) (exclusive of
directors, if any, to be elected by holders of preferred stock of the
Corporation, voting separately as a class), as shall be set forth from time to
time in the bylaws.  Vacancies in the Board of Directors of the Corporation,
however caused, and newly created directorships shall be filled by a vote of a
majority of the directors then in office, whether or not a quorum, and any
director so chosen shall hold office for a term expiring at the annual meeting
of stockholders at which the term of the class to which the director has been
chosen expires and when the director's successor is elected and qualified.
 
          B.   Removal of Directors.  Notwithstanding any other provisions of
               --------------------
this Certificate or the bylaws of the Corporation, any director or the entire
Board of Directors of the Corporation may be removed, at any time, but only for
cause and only by the affirmative vote of the holders of not less than a
majority of the outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors (considered for this purpose as
 
                                       4.
<PAGE>
 
one class) cast at a meeting of the stockholders called for that purpose.
Notwithstanding the foregoing, whenever the holders of any one or more series of
preferred stock of the Corporation shall have the right, voting separately as a
class, to elect one or more directors of the Corporation, the preceding
provisions of this ARTICLE V shall not apply with respect to the director or
directors elected by such holders of preferred stock.
 
                                   ARTICLE VI
 
                              Stockholder Meetings
 
          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 statutes) 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 stockholders of
the Corporation may not take any action by written consent in lieu of a meeting.
 
                                  ARTICLE VII
 
                       Limitation of Directors' Liability
 
          Except to the extent that the General Corporation Law of Delaware
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability.  If the General Corporation Law is amended after approval by the
stockholders of this ARTICLE VII to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law of the State of Delaware, as so
amended.  No amendment to or repeal of this provision shall apply to or have any
effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment.
 
                                  ARTICLE VIII
 
                                Indemnification
 
          The Corporation may, to the fullest extent permitted by Section 145 of
the General Corporation Law of Delaware, as amended from time to time, indemnify
each 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, by reason of the fact that he is or
was, or has agreed to become, a director or officer of the Corporation, or is or
was serving, or  has agreed to serve, at the request of the Corporation, as a
director, officer or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise (including
any employee benefit plan) (all such persons being referred to hereafter as an
"Indemnitee"), or by reason of any action alleged to have been taken or omitted
in such capacity, against all expenses (including attorneys' fees), judgments,
fines and amounts
 
                                       5.
<PAGE>
 
paid in settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom.
 
          Indemnification may include payment by the Corporation of expenses in
defending an action or proceeding in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by the Indemnitee to repay
such payment if it is ultimately determined that such person is not entitled to
indemnification under this ARTICLE VIII, which undertaking may be accepted
without reference to the financial ability of such person to make such
repayment.
 
          The Corporation shall not indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person unless the initiation thereof was approved by the Board of Directors
of the Corporation.
 
          The indemnification rights provided in this ARTICLE VIII (i) shall not
be deemed exclusive of any other rights to which Indemnitees may be entitled
under any law, agreement or vote of stockholders or disinterested directors or
otherwise, and (ii) shall inure to the benefit of the heirs, executors and
administrators of such persons.  The Corporation may, to the extent authorized
from time to time by its Board of Directors, grant indemnification rights to
other employees or agents of the Corporation or other persons serving the
Corporation and such rights may be equivalent to, or greater or less than, those
set forth in this ARTICLE VIII.
 
                                  ARTICLE IX
 
                              Amendment of Bylaws
 
          In furtherance of and not in limitation of powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized to
adopt, repeal, alter, amend and rescind the bylaws of the Corporation by vote of
a majority of the Board of Directors.  In addition, the bylaws may be amended by
the affirmative vote of the holders of at least a majority of the outstanding
shares of voting stock of the Corporation entitled to vote at an election of
directors.
 
                                   ARTICLE X
 
                           Amendment of Certificate
 
          The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Second Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute and this
Second Amended and Restated Certificate of Incorporation, and all rights
conferred upon stockholders herein are granted subject to this reservation.
Notwithstanding the foregoing, the provisions set forth in ARTICLES VII, VIII,
IX and this ARTICLE X may not be repealed, altered, amended or rescinded in any
respect unless the same is approved by the affirmative vote of the holders of
not less than a majority of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
 
                                       6.
<PAGE>
 
directors (considered for this purpose as a single class) cast at a meeting of
the stockholders called for that purpose (provided that notice of such proposed
repeal, alteration, amendment or rescission is included in the notice of such
meeting).
 
                                 *     *     *
 
          FOURTH:   That said amendments were duly adopted in accordance with
the provisions of Section 242 and 245 of the General Corporation Law.
 
                                       7.
<PAGE>
 
          IN WITNESS WHEREOF, this Second Amended and Restated Certificate of
Incorporation has been signed by the President and the Assistant Secretary of
the Corporation this ____ day of _______________, 1999.
 
 
                                        ________________________________________
                                        Robert N. Helmick
                                        President and Chief Executive Officer
                                          and Chairman of the Board of Directors