RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                INTERVIDEO, INC.
                            (a Delaware corporation)
 
 
                                    ARTICLE I
 
     The name of the corporation is InterVideo, Inc.
 
 
                                   ARTICLE II
 
     The address of the corporation's registered office in the State of Delaware
is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.
 
 
                                   ARTICLE III
 
     The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
 
 
                                   ARTICLE IV
 
          (a)  (i) This corporation is authorized to issue two classes of shares
to be designated respectively Preferred Stock, par value $0.001 per share
("Preferred") and Common Stock, par value $0.001 per share ("Common"). The total
number of shares of Preferred this corporation shall have authority to issue is
13,000,000 and the total number of shares of Common the corporation shall have
authority to issue is 25,000,000.
 
               (ii) The Preferred authorized by this Certificate of
Incorporation shall be issued in one or more series. The first series of
Preferred shall be designated Series A Preferred Stock (the "Series A
Preferred") and shall consist of Five Million (5,000,000) shares. The second
series of Preferred shall be designated Series B Preferred Stock (the "Series B
Preferred") and shall consist of One Million (1,000,000) shares and the third
series of Preferred shall be designated Series C Preferred Stock (the "Series C
Preferred") shall consist of Two Million (2,000,000) shares, and the fourth
series of Preferred shall be designated Series D Preferred Stock (the "Series D
Preferred") and shall consist of Five Million (5,000,000) shares. The shares of
each series of Preferred have the rights, preferences, privileges and
restrictions set forth in paragraph (b) below. The Board of Directors is
authorized to fix the number of shares of any other series, and to determine the
designation of any such series. The Board of Directors is also authorized to
determine or alter the rights, preferences, privileges and restrictions granted
to or imposed upon any such series of Preferred, and, within the limitations and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any such series, to increase
or
 
<PAGE>
 
decrease (but not below the number of shares of such series then outstanding)
the number of shares in any such series subsequent to the issue of shares of
that series.
 
          (b)  The relative rights, preferences, privileges and restrictions
granted to or imposed upon the respective classes and series of the shares of
capital stock or the holders thereof are as follows:
 
     Section 1. General Definitions. For purposes of this Article, the
     ---------  -------------------
following definitions shall apply:
 
     A. "Junior Shares" shall mean all Common and any other shares of this
        ---------------
corporation other than the Preferred.
 
     B. "Subsidiary" shall mean any corporation at least 50% of whose
         -----------
outstanding voting shares shall at the time be owned by the corporation and/or
one or more of such subsidiaries.
 
     Section 2. Dividend Rights of Preferred. The holders of the Preferred shall
     ---------  ----------------------------
be entitled to receive, out of any funds legally available therefor, cash
dividends in the amount of (i) $.005 per share on each outstanding share of
Series A Preferred, (ii) $.025 per share on each outstanding share of Series B
Preferred, (iii) $.20 per share on each outstanding share of Series C Preferred
and (iv) $0.32 per share on each outstanding share of Series D Preferred payable
in preference and priority to any payment of any dividend on Junior Shares,
when, if and as declared by the Board of Directors. The right to such dividends
on the Preferred shall not be cumulative, and no right shall accrue to holders
of Preferred by reason of the fact that dividends on such shares are not
declared or paid in any prior year.
 
     In the event that the corporation shall have declared and unpaid dividends
outstanding immediately prior to, and in the event of, a conversion of Preferred
(as provided in Section 5 hereof), the corporation shall pay in cash to the
holder(s) of the Preferred subject to such conversion, the full amount of any
such dividends.
 
     Section 3. Liquidation Preference.
     ---------  ----------------------
 
          (a)  In the event of any liquidation, dissolution or winding up of the
corporation, either voluntary or involuntary, the holders of the Preferred shall
be entitled to receive, prior and in preference to any distribution of any of
the assets or surplus funds of the corporation to the holders of the Junior
Shares by reason of their ownership thereof, (i) the amount of $.05 per share
for each share of Series A Preferred then held by them, (ii) the amount of $0.25
per share for each share of Series B Preferred then held by them, (iii) the
amount of $2.00 per share for each share of Series C Preferred then held by them
and (iv) the amount of $4.00 per share for each share of Series D Preferred then
held by them and, in addition, an amount equal to all declared but unpaid
dividends on each of the respective series of Preferred. If, upon the occurrence
of such event, the assets and funds thus distributed among the holders of the
Preferred shall be insufficient to permit the payment of the full preferential
amount to such holders, then the entire assets and funds of the corporation
legally available for distribution shall be distributed ratably among the
holders of the Preferred in
 
                                      -2-
 
<PAGE>
 
proportion to the respective preferential amounts fixed for such series upon a
liquidation, dissolution or winding up of the corporation. After full payment
has been made to the holders of the Preferred of the foregoing amounts to which
they shall be entitled, the holders of Junior Shares and the Preferred shall
share pro rata in all remaining assets of the corporation on a share for share
basis.
 
          (b)  For purposes of this Section 3, a liquidation, dissolution or
winding up of the corporation shall be deemed to be occasioned by, or to
include, the corporation's sale of all or substantially all of its assets, or
the acquisition of the corporation by another entity by means of merger or
consolidation resulting in the exchange of the outstanding shares of the
corporation for securities or consideration issued, or caused to be issued, by
the acquiring corporation or its subsidiary.
 
          (c)  For purposes of this Section 3, if the distributions or
consideration received by the shareholders of the Corporation is other than
cash, its value will be deemed to be its fair market value as determined in good
faith by the Board of Directors of the Corporation. In the case of publicly
traded securities listed on an exchange, fair market value shall mean the
average last closing sale price as reported by such exchange or by a
consolidated transaction reporting system for the five-day period immediately
preceding the date of such distribution. In the case of publicly traded
securities not listed on an exchange, fair market value shall mean the average
last closing bid price as reported by the National Association of Securities
Dealers Automatic Quotation System, Inc. or such successor or similar
organization, for the five-day period immediately preceding the date of such
distribution.
 
     Section 4. Redemption.
     ---------  ----------
 
     The shares of Preferred are not redeemable in whole or in part.
 
     Section 5. Conversion. The holders of Preferred shall have conversion
     ---------  ----------
rights as follows (the "Conversion Rights"):
 
          (a)  Right to Convert. Each share of Preferred, at the option of its
               ----------------
holder, at the office of the corporation or any transfer agent for the
Preferred, at any time after the date of issuance of such share, shall be
convertible into such number of fully paid and nonassessable shares of Common as
is determined by dividing (i) $.05 for each share of Series A Preferred, (ii)
$0.25 for each share of Series B Preferred, (iii) $2.00 for each share of Series
C Preferred, and (iv) $4.00 for each share of Series D Preferred, by the
Conversion Price in effect at the time of the conversion. The initial Conversion
Price shall be (i) .1136 for each share of Series A Preferred per share of
Common, (ii) .5682 for each share of Series B Preferred per share of Common,
(iii) 4.545 for each share of Series C Preferred per share of Common, and (iv)
9.091 for each share of Series D Preferred per share of Common. Such initial
Conversion Price shall be subject to adjustment as hereinafter provided.
 
          (b)  Automatic Conversion. Each share of Preferred automatically shall
               --------------------
be converted into shares of Common at the then effective Conversion Price on the
effective date of a firm commitment underwritten public offering pursuant to an
effective registration statement under
 
                                      -3-
 
<PAGE>
 
the Securities Act of 1933, as amended, covering the offer and sale of Common
for the account of the corporation to the public, provided that the aggregate
gross proceeds to the Company are $5,000,000 or more.
 
          (c)  Mechanics of Conversion. No fractional shares of Common shall be
               -----------------------
issued upon conversion of any share of Preferred. In lieu of any fractional
share to which the holder would otherwise be entitled (after aggregating all
shares into which shares of Series A Preferred held by such holder could be
converted), the corporation shall pay cash equal to such fraction multiplied by
the then fair market value of the Common, as determined by the Board of
Directors. Before any holder of Preferred shall be entitled to convert the same
into full shares of Common, such holder shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the corporation or of any
transfer agent for the Preferred, and shall give written notice to the
corporation at such office that he elects to convert the same. The corporation
shall, as soon as practicable thereafter, issue and deliver at such office to
such holder of Preferred, a certificate or certificates for the number of shares
of Common to which he shall be entitled, together with a check payable to the
holder in the amount of any cash amounts payable as the result of a conversion
into fractional shares of Common. Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of such surrender of
the shares of Preferred to be converted, or in the case of automatic conversion,
on the effective date of the offering as provided in Section 5(b) above, and the
person or persons entitled to receive the shares of Common issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common on such date.
 
          (d)  Adjustment for Stock Splits and Combinations. If the corporation
               --------------------------------------------
at any time or from time to time effects a subdivision of the outstanding
Common, the Conversion Price then in effect immediately before that subdivision
shall be proportionately decreased, and conversely, if the corporation at any
time or from time to time combines the outstanding shares of Common, the
Conversion Price then in effect immediately before the combination shall be
proportionately increased. Any adjustment under this Section 5(d) shall become
effective at the close of business on the date the subdivision or combination
becomes effective. Notwithstanding the foregoing, the Conversion Price shall
undergo no further adjustment in connection with the reverse stock split
effected pursuant to the Agreement and Plan of Merger of InterVideo, Inc. a
Delaware corporation and InterVideo, Inc., a California corporation, dated
_______, 2002.
 
          (e)  Adjustment for Certain Dividends and Distributions. In the event
               --------------------------------------------------
the corporation at any time or from time to time makes, or fixes a record date
for the determination of holders of Common entitled to receive, a dividend or
other distribution payable in additional shares of Common, then and in each such
event the Conversion Price then in effect shall be decreased as of the time of
such issuance or, in the event such a record date is fixed, as of the close of
business on such record date, by multiplying the Conversion Price then in effect
by a fraction (1) the numerator of which is the total number of shares of Common
issued and outstanding immediately prior to the time of such issuance on the
close of business on such record date, and (2) the denominator of which shall be
the total number of shares of Common issued and outstanding immediately prior to
the time of such issuance on the close of business on such record date, plus the
number of shares of Common issuable in payment of such dividend or distribution;
provided, however, that if such record date is fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed
 
                                      -4-
 
<PAGE>
 
therefor, the Conversion Price shall be recomputed accordingly as of the close
of business on such record date and thereafter the Conversion Price shall be
adjusted pursuant to this Section 5(e) as of the time of actual payment of such
dividends or distributions.
 
          (f)  Adjustments for Other Dividends and Distributions. In the event
               -------------------------------------------------
the corporation at any time or from time to time makes, or fixes a record date
for the determination of holders of Common entitled to receive, a dividend or
other distribution payable in securities of the corporation other than shares of
Common, then and in each such event provision shall be made so that the holders
of the Preferred shall receive upon conversion thereof, in addition to the
number of shares of Common receivable thereupon, the amount of securities of the
corporation which they would have received had their Preferred been converted
into Common on the date of such event and had they thereafter, during the period
from the date of such event to and including the date of conversion, retained
such securities receivable by them as aforesaid during such period, subject to
all other adjustments called for during such period, under this Section 5(f)
with respect to the rights of the holders of Preferred.
 
          (g)  Adjustments for Reclassification, Exchange and Substitution. If
               -----------------------------------------------------------
the Common issuable upon the conversion of the Preferred is changed into the
same or a different number of shares of any class or classes of stock, whether
by recapitalization, reclassification or otherwise (other than a subdivision or
combination of shares or a stock dividend or a reorganization, merger,
consolidation or sale of assets, as provided for elsewhere in this Section 5),
then and in any such event each holder of Preferred shall have the right
thereafter to convert such stock into the kind and amount of stock and other
securities and property receivable upon such reorganization, reclassification or
other change, by holders of the number of shares of Common into which such
shares of Preferred might have been converted immediately prior to such
reorganization, reclassification or change, all subject to further adjustment as
provided herein.
 
          (h)  Certificate as to Adjustments. Upon the occurrence of each
               -----------------------------
adjustment or readjustment of the Conversion Price pursuant to this Section 5,
the corporation at its expense promptly shall compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Preferred a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.
The corporation shall, upon the written request at any time of any holder of
Preferred, furnish or cause to be furnished to such holder a like certificate
setting forth (i) such adjustments and readjustments, (ii) the Conversion Price
at the time in effect, and (iii) the number of shares of Common and the amount,
if any, of other property which at the time would be received upon the
conversion of Series A Preferred.
 
          (i)  Notices of Record Date. In the event that the corporation shall
               ----------------------
propose at any time:
 
               (1) to declare any dividend or distribution upon its Common,
whether in cash, property, stock or other securities, whether or not a regular
cash dividend and whether or not out of earnings or earned surplus;
 
                                      -5-
 
<PAGE>
 
               (2) to offer for subscription pro rata to the holders of any
class or series of its stock any additional shares of stock of any class or
series or other rights;
 
               (3) to effect any reclassification or recapitalization of its
outstanding Common involving a change in the Common; or
 
               (4) to merge or consolidate with or into any other corporation,
or sell, lease or convey all or substantially all its property or business, or
to liquidate, dissolve or wind up;
 
               then, in connection with each such event, the corporation shall
send to the holders of the Preferred:
 
               (1) at least ten (10) days' prior written notice of the date on
which a record shall be taken for such dividend, distribution or subscription
rights and a description thereof (and specifying the date on which the holders
of Common shall be entitled thereto) or for determining rights to vote in
respect of the matters referred to in (3) and (4) above; and
 
               (2) in the case of the matters referred to in (3) and (4) above,
at least ten (10) days' prior written notice of the date when the same shall
take place (and specifying the date on which the holders of Common shall be
entitled to exchange their Common for securities or other property deliverable
upon the occurrence of such event).
 
          Each such written notice shall be given by first class mail, postage
prepaid, addressed to the holders of Preferred at the address for each such
holder as shown on the books of the corporation.
 
     Section 6. Voting Rights.
     ---------  -------------
 
          (a)  General. Except as otherwise required by law on this Section 6,
               -------
each share of Common issued and outstanding shall have one vote and each share
of Preferred issued and outstanding shall have the number of votes equal to the
number of whole Common shares into which the Preferred is convertible (after
aggregating all shares of Preferred held by a holder), as adjusted from time to
time pursuant to Section 5 hereof.
 
          (b)  Voting for the Election of Directors. Voting together as a
               ------------------------------------
separate class, the holders of the shares of Series C Preferred shall be
entitled to elect one (1) director of the corporation, and the holders of the
shares of Common, Series A Preferred, Series B Preferred, and Series D
Preferred, voting together, shall be entitled to elect the balance of the
directors of the corporation at each election of directors. In the case of any
vacancy in the office of a director occurring among the directors elected by the
holders of either the Series C Preferred or by the holders of the Common, Series
A Preferred, Series B Preferred and Series D Preferred (for purposes of this
Section 6(b)), the vacancy shall be filled by the vote of the holders of a
majority of the shares of such class or classes of stock. Any director who shall
have been elected by the holders of either the Series C Preferred, or the
Common, Series A Preferred, Series B Preferred, and the Series D Preferred, may
be removed during the term of office, either with or without cause by, and only
by,
 
                                      -6-
 
<PAGE>
 
the affirmative vote of the holders of the shares of such class or classes of
stock who elected such director or directors, given either at a special meeting
of such stockholders duly called for that purpose or pursuant to a written
consent of stockholders, and any vacancy thereby created may be filled by the
holders of such class or classes of stock represented at such meeting (provided
a quorum of such holders is present) or pursuant to such written consent.
 
     Section 7. Covenants. In addition to any other rights provided by law, so
     ---------  ---------
long as any shares of Preferred shall be outstanding, this corporation shall
not, without first obtaining the affirmative vote or written consent of the
holders of not less than a majority of such outstanding shares of Preferred
voting as a class (except in the case of Sections 7(a), (b) and (d) below, of
the holders of not less than a majority of such outstanding shares of the series
affected):
 
          (a)  amend or repeal any provision of, or add any provision to, the
Corporation's Certificate of Incorporation or Bylaws, if such action would
adversely alter or change the rights, preferences, privileges or powers of, or
the restrictions provided for the benefit of, such series of Preferred;
 
          (b)  authorize or issue shares of any class or series having any
preference or priority as to dividends or assets superior to or on a parity with
the existing series of Preferred;
 
          (c)  pay or declare any dividend on any Junior Shares (except
dividends payable solely in shares of Common Stock) while the Preferred remains
outstanding;
 
          (d)  reclassify any securities into shares having any preference or
priority as to dividends or assets superior to or on a parity with any such
preference or priority of any series of Preferred;
 
          (e)  merge, consolidate or reorganize with any other corporation
(except for a merger or consolidation after the consummation of which the
shareholders of the Corporation own in excess of 51% of the voting securities of
the surviving corporation or its parent corporation);
 
          (f)  liquidate or sell or convey or otherwise dispose of all or
substantially all of the property or business of this Corporation or any
subsidiary of this Corporation (other than pursuant to a banking transaction in
the ordinary course of business); or
 
          (g)  effect any recapitalization.
 
     Section 8. Consent for Certain Repurchases of Common Stock Deemed to
     ---------  ---------------------------------------------------------
Distributions. Each holder of an outstanding share of Preferred shall be deemed
-------------
to have consented, for purposes of Section 502, 503 and 506 of the General
Corporation Law, to distributions made by the corporation in connection with the
repurchase of shares of Common issued to or held by employees or consultants
upon termination of their employment or services pursuant to agreements
providing for the right of said repurchase between the corporation and such
persons.
 
                                      -7-
 
<PAGE>
 
     Section 9. Residual Rights. All rights accruing to the outstanding shares
     ---------  ----------------
of the corporation not expressly provided for to the contrary herein shall be
vested in the Common.
 
 
                                    ARTICLE V
 
     The number of directors that constitutes the entire Board of Directors of
the corporation shall be determined in the manner set forth in the Bylaws of the
corporation. Vacancies occurring on the Board of Directors for any reason and
newly created directorships resulting from an increase in the authorized number
of directors may be filled by vote of a majority of the remaining members of the
Board of Directors, although less than a quorum, or by a sole remaining
director.
 
 
                                   ARTICLE VI
 
     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the corporation is expressly authorized to adopt,
amend or repeal the Bylaws of the corporation.
 
 
                                   ARTICLE VII
 
     The election of directors need not be by written ballot unless the Bylaws
of the corporation shall so provide.
 
 
                                  ARTICLE VIII
 
          (a)  Limitation of Director's Liability. To the fullest extent
permitted by the General Corporation Law of Delaware as the same exists or may
hereafter be amended, a director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.
 
          (b)  Indemnification of Directors and Officers. To the fullest extent
permitted by applicable law, the corporation is authorized to provide
indemnification of, and advancement of expenses to, directors, officers,
employees, other agents of the corporation and any other persons to which the
General Corporation Law of Delaware permits the corporation to provide
indemnification.
 
          (c)  Repeal or Modification. Any repeal or modification of this
Article VIII, by amendment of such section or by operation of law, shall not
adversely affect any right or protection of a director, officer, employee or
other agent of the corporation existing at the time of, or increase the
liability of any such person with respect to any acts or omissions in their
capacity as a director, officer, employee, or other agent of the corporation
occurring prior to such repeal or modification.
 
 
                                   ARTICLE IX
 
     The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
 
                                      -8-
 
<PAGE>
 
     IN WITNESS WHEREOF, InterVideo, Inc. has caused this Restated Certificate
of Incorporation to be signed by the President and Chief Executive Officer of
the corporation on this 3rd day of May 2002.
 
 
                                       By:  /s/ Steve Ro
                                           -----------------------------------
                                           Steve Ro
                                           President and Chief Executive Officer
 
                                      -9-