FORM OF
                             AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                         INTELLIGENT LIFE CORPORATION.
 
     In accordance with Section 607.1007 of the Florida Business Corporation
Act, the Florida Statutes, as hereafter amended and modified (the "FBCA"), the
Board of Directors of INTELLIGENT LIFE CORPORATION, a Florida corporation (the
"Corporation"), hereby amends and restates in its entirety the Articles of
Incorporation of the Corporation as follows:
 
 
                                   ARTICLE I
                                     Name
                                     ----
 
     The name of the Corporation is:  Intelligent Life Corporation.
 
 
                                  ARTICLE II
                               Principal Address
                               -----------------
 
     The street address of the principal office and the mailing address of the
Corporation is:  11811 U.S. Highway One, Suite 101, North Palm Beach, Florida
33408.
 
 
                                  ARTICLE III
                                   Purposes
                                   --------
 
     The Corporation may engage in the transaction of any or all lawful business
for which corporations may be incorporated under the laws of the State of
Florida.
 
 
                                  ARTICLE IV
                                 Capital Stock
                                 -------------
 
     4.1.  Authorized Shares.  The total number of shares of all classes of
           -----------------                                               
capital stock that the Corporation shall have the authority to issue shall be
110,000,000 shares, of which 100,000,000 shares shall be common stock, having a
par value of $.01 per share (referred to in these Amended and Restated Articles
of Incorporation as "Common Stock") and 10,000,000 shares shall be preferred
stock, having a par value of $.01 per share (referred to in these Amended and
Restated Articles of Incorporation as "Preferred Stock").  The Board of
Directors is expressly authorized, pursuant to Section 607.0602 of the FBCA, to
provide for the classification and reclassification of any unissued shares of
Common Stock or Preferred Stock and the issuance thereof in one or more classes
or series without the approval or the shareholders of the Corporation, all
within the limitations set forth in Section 607.0601 of the FBCA.
 
<PAGE>
 
    4.2.  Common Stock.
          ------------ 
 
          (a)  Relative Rights.  The Common Stock shall be subject to all of the
               ---------------                                                  
rights, privileges, preferences and priorities of the Preferred Stock as may be
set by the Board of Directors and hereafter filed as Articles of Amendment to
these Amended and Restated Articles of Incorporation pursuant to Section
607.0602 of the FBCA.  Except as otherwise provided in these Amended and
Restated Articles of Incorporation, each share of Common Stock shall have the
same rights as and be identical in all respects to all the other shares of
Common Stock.
 
          (b)  Voting Rights.  Each holder of Common Stock shall, except as
               -------------                                               
otherwise provided by the FBCA, be entitled to one vote for each share of Common
Stock held by such holder.
 
          (c)  Dividends.  Whenever there shall have been paid, or declared and
               ---------                                                       
set aside for payment, to the holders of the shares of any class of stock having
preference over the Common Stock as to the payment of dividends, the full amount
of dividends and of sinking fund or retirement payments, if any, to which such
holders are respectively entitled in preference to the Common Stock, then the
holders of record of the Common Stock and any class or series of stock entitled
to participate therewith as to dividends, shall be entitled to receive
dividends, when, as, and if declared by the Board of Directors, out of any
assets legally available for the payment of dividends thereon.
 
          (d)  Dissolution, Liquidation, Winding Up.  In the event of any
               ------------------------------------                      
dissolution, liquidation, or winding up of the Corporation, whether voluntary or
involuntary, the holders of record of the Common Stock then outstanding, and all
holders of any class or series of stock entitled to participate therewith in
whole or in part, as to the distribution of assets, shall become entitled to
participate in the distribution of assets of the Corporation remaining after the
Corporation shall have paid, or set aside for payment, to the holders of any
class of stock having preference over the Common Stock in the event of
dissolution, liquidation, or winding up, the full preferential amounts (if any)
to which they are entitled, and shall have paid or provided for payment of all
debts and liabilities of the Corporation.
 
    4.3.  Preferred Stock.
          --------------- 
 
          (a)  Issuance, Designations, Powers, Etc.  Subject to the limitations
               -----------------------------------                             
prescribed by the FBCA and the provisions of these Amended and Restated Articles
of Incorporation, the Board of Directors is expressly authorized, to provide, by
resolution and by filing Articles of Amendment to these Amended and Restated
Articles of Incorporation (which, pursuant to Section 607.0602(4) of the FBCA
shall be effective without shareholder action), for the issuance from time to
time of the shares of the Preferred Stock in one or more series, to establish
from time to time the number of shares to be included in each such series, and
to fix the designations, preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption relating to the shares of each such series.  The
authority of the Board of Directors with respect to each series of Preferred
Stock shall include, but not be limited to, setting or changing the following:
 
                                      -2-
<PAGE>
 
               (i)    the dividend rate, if any, on shares of such series, the
          times of payment and the date from which dividends shall be
          accumulated, if dividends are to be cumulative;
 
               (ii)   whether the shares of such series shall be redeemable and,
          if so, the redemption price and the terms and conditions of such
          redemption;
 
               (iii)  the obligation, if any, of the Corporation to redeem
          shares of such series pursuant to a sinking fund;
 
               (iv)   whether shares of such series shall be convertible into,
          or exchangeable for, shares of stock of any other class or classes
          and, if so, the terms and conditions for such conversion or exchange,
          including the price or prices or the rate or rates of conversion or
          exchange and the terms of adjustment, if any;
 
               (v)    whether the shares of such series shall have voting
          rights, in addition to the voting rights provided by law, and, if so,
          the extent of such voting rights;
 
               (vi)   the rights of the shares of such series in the event of
          voluntary or involuntary liquidation, dissolution or winding-up of the
          Corporation; and
 
               (vii)  any other relative rights, powers, preferences,
          qualifications, limitations or restrictions thereof relating to such
          series.
 
          (b)  Dissolution, Liquidation, Winding Up.  In the event of any
               ------------------------------------                      
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of Preferred Stock of each series shall be entitled to
receive only such amount or amounts as shall have been fixed by the Articles of
Amendment to these Amended and Restated Articles of Incorporation or by the
resolution or resolutions of the Board of Directors providing for the issuance
of such series.
 
     4.4. Shares Acquired by the Corporation.  Shares of Common Stock that have
          ----------------------------------                                   
been acquired by the Corporation shall become treasury shares and may be resold
or otherwise disposed of by the Corporation for such consideration as shall be
determined by the Board of Directors, unless or until the Board of Directors
shall by resolution provide that any or all treasury shares so acquired shall
constitute authorized, but unissued shares.
 
     4.5. No Preemptive Rights.  Except as the Board of Directors may otherwise
          --------------------                                                 
determine, no shareholder of the Corporation shall have any preferential or
preemptive right to subscribe for or purchase form the Corporation any new or
additional shares of capital stock, or securities convertible into shares of
capital stock, of the Corporation, whether now or hereafter authorized.
 
     4.6. Reclassification of Existing Series A Convertible Preferred Stock and
          ---------------------------------------------------------------------
Series B Convertible Preferred Stock.  Effective upon the filing of record of
- ------------------------------------                                         
these Amended and Restated Articles of Incorporation, each issued and
outstanding share of the Series A Convertible
 
                                      -3-
<PAGE>
 
Preferred Stock and Series B Convertible Preferred Stock, each having a par
value of $.01 per share, shall be reclassified as fifty (50) fully paid and
nonassessible shares of the Corporation's Common Stock, par value $.01 per
share. From and after such time, each certificate representing shares of the
Corporation's Series A Convertible Preferred Stock and Series B Convertible
Preferred Stock shall thereafter be deemed to represent solely the right to
receive the number of shares of the Corporation's Common Stock, par value $.01
per share, determined in the manner set forth above.
 
 
                                   ARTICLE V
                          Registered Office and Agent
                          ---------------------------
 
     The Corporation designates 11811 U.S. Highway One, Suite 101, North Palm
Beach, Florida 33408 as the street address of the registered office of the
Corporation and names William P. Anderson, III. the Corporation's registered
agent at that address to accept service of process within this state.
 
 
                                  ARTICLE VI
                              Board of Directors
                              ------------------
 
     6.1.  Classification.  Except as otherwise provided in these Amended and
           --------------                                                    
Restated Articles of Incorporation or any Articles of Amendment filed pursuant
to Section 4.3 hereof relating to the rights of the holders of any class of or
series of Preferred Stock, voting separately by class or series, to elect
additional directors under specified circumstances, the number of directors of
the Corporation  shall be as fixed from time to time by or pursuant to these
Amended and Restated Articles of Incorporation or by the Amended and Restated
Bylaws of the Corporation (the "Bylaws").  The directors, other than those who
may be elected by the holders of any class or series of Preferred Stock voting
separately by class or series, shall be classified, with respect to the time for
which they severally hold office, into three classes, Class I, Class II and
Class III, each of which shall be as nearly equal in number as possible, and
shall be adjusted from time to time in the manner specified in the Bylaws to
maintain such proportionality.  Each initial director in Class I shall hold
office for a term expiring at the 2000 annual meeting of the shareholders; each
initial director in Class II shall hold office for a term expiring at the 2001
annual meeting of the shareholders; and each initial director in Class III shall
hold office for a term expiring at the 2002 annual meeting of the shareholders.
Notwithstanding the foregoing provisions of this Section 6.1, each director
shall serve until such director's successor is duly elected and qualified or
until such director's earlier death, resignation or removal.  At each annual
meeting of the shareholders, the successors to the class of directors whose term
expires at that meeting shall be elected to hold office for a term expiring at
the annual meeting of the shareholders held in the third year following the year
of their election and until their successors shall have been duly elected and
qualified or until such director's earlier death, resignation or removal.
 
     6.2.  Removal.
           ------- 
 
                                      -4-
<PAGE>
 
          (a)  Removal For Cause.  Except as otherwise provided pursuant to the
               -----------------                                               
provisions of these Amended and Restated Articles of Incorporation or Articles
of Amendment relating to the rights of the holders of any class or series of
Preferred Stock, voting separately by class or series, to elect directors under
specified circumstances, any director or directors may be removed from office at
any time, but only for cause (as defined in Section 6.2(b) hereof) and only by
the affirmative vote, at any annual or special meeting of the shareholders, of
not less than sixty-six and two-thirds percent (66-2/3%), of the total number of
votes of the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, but only if notice of such proposed removal was contained in the
notice of such meeting.  At least thirty (30) days prior to such annual or
special meeting of shareholders, written notice shall be sent to the director or
directors whose removal will be considered at such  meeting.
 
          (b)  "Cause" Defined.  For the purposes of this Section 6.2, "cause"
               ---------------                                                
shall mean (i) misconduct as a director of the Corporation or any subsidiary of
the Corporation which involves dishonesty with respect to a material corporate
activity or material corporate assets, or (ii) conviction of an offense
punishable by one (1) or more years of imprisonment (other than minor regulatory
infractions and traffic violations which do not materially and adversely affect
the Corporation).
 
          (c)  Vacancies.  Newly created directorships resulting from any
               ---------                                                 
increase in the number of directors or any vacancy of the Board of Directors
resulting from death, resignation, disqualification, removal or otherwise, may
be filled only by affirmative vote of a majority of the remaining directors then
in office, even though less than a quorum, or by a sole remaining director, or,
if not filled by the directors, by the shareholders.  Any director so elected
shall hold office until the next election of the class for which such director
shall have been elected and until such director's successor shall have been
elected and qualified or until any such director's earlier death, resignation or
removal.
 
    6.3.  Change of Number of Directors.  The Board of Directors shall have the
          -----------------------------                                        
power to increase or decrease the authorized number of directors, with or
without shareholder approval.  In the event of any increase or decrease in the
authorized number of directors, the newly created or eliminated directorships
resulting from such increase or decrease shall be apportioned by the Board of
Directors among the three classes of directors so as to maintain such classes as
nearly equal as possible.  No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.
 
    6.4.  Directors Elected by Holders of Preferred Stock.  Notwithstanding the
          -----------------------------------------------                      
foregoing, whenever the holders of any one or more classes or series of
Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect one or more directors at an annual or
special meeting of shareholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of these Amended and Restated Articles of Incorporation, as amended by
Articles of Amendment applicable to such classes or series of Preferred Stock,
and such directors so elected shall not be
 
                                      -5-
<PAGE>
 
divided into classes pursuant to this Article VI unless expressly provided by
the Articles of Amendment applicable to such classes or series of Preferred
Stock.
 
    6.5.  Personal Liability of Directors.  No director of the Corporation
          -------------------------------                                 
shall be personally liable to the Corporation or its shareholders for monetary
damages for breach of duty of care or other duty as a director, except as
provided by Section 607.0831 of the FBCA.  If the FBCA is amended 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 FBCA, as amended.
In the event that any of the provisions of this Article (including any provision
within a single sentence) are held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable, the remaining provisions are severable
and shall remain enforceable to the fullest extent permitted by law.
 
     6.6. Exercise of Business Judgment.  In discharging the duties of their
          -----------------------------                                     
respective positions and in determining what is believed to be in the best
interests of the Corporation, the Board of Directors, and individual directors,
in addition to considering the effects of any action on the Corporation or its
shareholders, may consider the interests of the employees, customers, suppliers
and creditors of the Corporation and its subsidiaries, the communities in which
offices or other establishments of the Corporation and its subsidiaries are
located, and all other factors such directors consider pertinent; provided,
however, that this provision solely grants discretionary authority to the
directors and no constituency shall be deemed to have been given any right to
consideration thereby.
 
     6.7. Directors.  The number of directors constituting the Board of
          ---------                                                    
Directors as of the date of adoption of these Amended and Restated Articles of
Incorporation is four (4).  The number of directors of the Corporation shall not
be less than three (3) nor more than fifteen (15), the precise number to be
fixed by resolution of the Board of Directors from time to time.  The names and
addresses of the directors as of the date of adoption of these Amended and
Restated Articles of Incorporation are:
 
 
                                    Class I
                                    -------
 
          Name:                                          Address:
          -----                                          --------           
 
       Randall E. Poliner                      7900 Miami Lakes Drive West
                                                  Miami Lakes, Florida
 
 
 
                                   Class II
                                   --------
 
          Name:                                          Address:
          -----                                          -------- 
 
       William P. Anderson                  11811 U.S. Highway One, Suite 101,
                                                North Palm Beach, Florida
 
       Bruns H. Grayson                       1 South Street, Suite 2150,
                                                    Baltimore, Maryland
 
                                      -6-
 
<PAGE>
 
 
 
                                   Class III
 
          Name:                                          Address:
          -----                                          --------
 
      Peter C. Morse                 200 Four Falls Corporate Center, Suite 205
                                                 West Conshohocken, PA 19428
 
 
                                  ARTICLE VII
                            Action By Shareholders
                            ----------------------
 
     7.1.  Annual Meetings.  At an annual meeting of the shareholders of the
           ---------------                                                  
Corporation, only such business shall be conducted, and only such proposals
shall be acted upon, as shall have been brought before the annual meeting (a)
by, or at the direction of, the Board of Directors, or (b) by any shareholder of
the Corporation who complies with the notice procedures set forth in the Bylaws
and the requirements of Rule 14a-8 promulgated under the Securities Exchange Act
of 1934, as amended.
 
     7.2.  Special Meetings.  Special meetings of the shareholders of the
           ----------------                                              
Corporation may be called at any time by (a) the Board of Directors; (b) the
Chairman of the Board of Directors (if one is so appointed); (c) the Chief
Executive Officer of the Corporation; (d) the President of the Corporation; or
(e) the holders of not less than thirty-five percent (35%) of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting, if such shareholders sign, date and deliver to the
Corporation's Secretary one or more written demands for the meeting describing
the purpose or purposes for which it is to be held.  Special meetings of the
shareholders of the Corporation may not be called by any other person or
persons.
 
     7.3.  Shareholder Action Without a Meeting.  Any action required or
           ------------------------------------                         
permitted to be taken at an annual or special meeting of shareholders of the
Corporation may be taken without a meeting, without prior notice, and without a
vote if the action is taken in the manner set forth under Section 607.0704 of
the FBCA, as the same may be hereafter amended or superseded.
 
 
                                 ARTICLE VIII
                                  Amendments
                                  ----------
 
     8.1.  Articles of Incorporation.  Notwithstanding any other provision of
           -------------------------                                         
these Amended and Restated Articles of Incorporation or the Bylaws of the
Corporation (and notwithstanding that a lesser percentage may be specified by
law) the affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the
total number of votes of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required (unless separate voting by classes
is required by the FBCA, in which event the affirmative vote of sixty-six and
two-thirds percent (66-2/3%) of the number of shares of each class or series
entitled to vote as a class shall be required), to amend or repeal, or to adopt
any provision inconsistent with the purpose or intent of, Articles IV, VI, VII,
or this Article VIII of these Amended and Restated Articles of Incorporation.
Notice of any such
 
 
 
                                      -7-
<PAGE>
 
proposed amendment, repeal or adoption shall be contained in the notice of the
meeting at which it is to be considered. Subject to the provisions set forth
herein, the Board of Directors shall have the right to amend, alter, repeal or
rescind any provision contained in these Amended and Restated Articles of
Incorporation in the manner now or hereafter prescribed by law.
 
     8.2.  Bylaws.  The Board of Directors shall have the power to amend or
           ------                                                          
repeal the Bylaws in such manner as shall be prescribed by the Bylaws, and
nothing herein shall serve to limit such power.  The shareholders of the
Corporation may adopt or amend a provision to the Bylaws which fixes a greater
quorum or voting requirement for shareholders (or voting groups of shareholders)
than is required by the FBCA.  The adoption or amendment of a bylaw that adds,
changes or deletes a greater quorum or voting requirement for shareholders must
meet the same quorum or voting requirement and be adopted by the same vote and
voting groups required to take action under the quorum or voting requirement
then in effect or proposed to be adopted, whichever is greater.
 
     IN WITNESS WHEREOF, Intelligent Life Corporation. has caused these Amended
and Restated Articles of Incorporation to be executed, its corporate seal to be
affixed, and its seal and execution hereof to be attested, all by its duly
authorized officers, this ______ day of ___________________, 1999.
 
                                 INTELLIGENT LIFE CORPORATION.
 
 
 
                                 By:  
                                    ----------------------------------
 
 
 
Attest: 
        --------------------------
 
                                      -8-

 

 

 

 

Excerpt from SEC filing NT 10-K dated 3/29/2000

 

On May 13, 1999 the Company completed an initial public offering of
3,500,000 shares of the Company's common stock resulting in net proceeds of
approximately $41.3 million. On November 12, 1999, we changed our name from
Intelligent Life Corporation to ilife.com, Inc. which better reflects the
Company's major revenue generating activities, which are derived from the

Internet.

 

 

 

 

 

                             ARTICLES OF AMENDMENT
                                      TO
                AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                      OF
                                ILIFE.COM, INC.
 
 
          Pursuant to the provisions of Section 607.1006, Florida Statutes (the
"Code"), the undersigned hereby submits the following Articles of Amendment to
the Amended and Restated Articles of Incorporation of ilife.com, Inc.:
 
                                      I.
 
          The name of the corporation is ilife.com, Inc. (the "Corporation").
 
                                      II.
 
          Article One of the Corporation's Amended and Restated Articles of
Incorporation is hereby amended to read in its entirety as follows:
 
                                  "ARTICLE I
                                     Name
                                     ----
 
          The name of the Corporation is Bankrate, Inc.
 
                                     III.
 
          The foregoing amendment was duly adopted by the board of directors of
the Corporation on September 18, 2000 without shareholder action. Shareholder
action was not required.
 
 
          IN WITNESS WHEREOF, the undersigned duly authorized officer of the
Corporation has executed these Articles of Amendment to Restated Articles of
Incorporation on the 18th day of September, 2000.
 
                                ilife.com, Inc.
 
 
                                By:    /s/ Robert J. DeFranco
                                       ----------------------
                                       Robert J. DeFranco
                                       Senior Vice President - Finance
                                       Secretary to the Board