AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                24/7 MEDIA, INC.
 
 
            24/7 MEDIA, INC. (the "Corporation"), a corporation incorporated in
the State of Delaware, hereby certifies that (a) the Corporation's present name
is 24/7 Media, Inc. and its previous corporate name was 24/7 Acquisition Corp.,
the name under which it was originally incorporated, (b) its Certificate of
Incorporation was originally filed with the Secretary of State on January 23,
1998, (c) this Restated Certificate of Incorporation has been duly adopted by
written consent of the Board of Directors and the holders of a majority of the
outstanding shares of Common Stock of the Corporation in accordance with the
provisions of Sections 228 and 245 of the General Corporation Law of the State
of Delaware, with written notice given to the remaining stockholders of the
Corporation as provided in Section 228(d) thereof, and (d) the Restated
Certificate of Incorporation of this Corporation, as amended to the date of
filing of this Restated Certificate of Incorporation and including amendments
set forth herein but not separately filed, is restated, integrated and amended
in full to read as follows:
 
            FIRST:  The name of the Corporation is 24/7 MEDIA, INC.
 
            SECOND: The registered office of the Corporation is to be located at
1013 Centre Road, Wilmington, County of New Castle, Delaware 19805-1297. The
name of its registered agent at that address is The Corporation Service Company.
 
            THIRD: 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.
 
            FOURTH: The corporation shall have the authority to issue an
aggregate of 80,000,000 (eighty million) shares, consisting of 70,000,000
(seventy million) shares of common stock, par value $.01 per share, and
10,000,000 (ten million) shares of preferred stock, par value $.01 per share.
The board of directors may authorize, to the full extent now or hereafter
permitted by the laws of the State of Delaware, the issuance from time to time
of the preferred stock in one or more classes and/or series and with such
powers, designations, preferences, rights and qualifications, limitations or
restrictions (which may differ with respect to each class and/or series) as the
board may fix by resolution.
 
            FIFTH: Unless, and except to the extent that, the bylaws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.
 
 
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            SIXTH: Directors shall be divided into three classes, as nearly
equal in number as possible, as determined by the board of directors. One class
shall hold office initially for a term expiring at the annual meeting of
stockholders to be held in 1999, another class shall hold office initially for a
term expiring at the annual meeting of stockholders to be held in 2000, and
another class shall hold office initially for a term expiring at the annual
meeting of stockholders to be held in 2001, and the members of each class shall
hold office until their successors are elected and qualified. At each annual
meeting of stockholders, the successors of 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 stockholders held in the third year following the year of
their election.
 
            SEVENTH: The Corporation hereby confers the power to adopt, amend or
repeal bylaws of the Corporation upon the board of directors.
 
            EIGHTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, to the fullest extent now or hereafter permitted by the laws
of the State of Delaware.
 
            NINTH: Each person (and the heirs, executors or administrators of
such person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by Delaware Law. The right to indemnification conferred in this ARTICLE NINTH
shall also include the right to be paid by the Corporation the expenses incurred
in connection with any such proceeding in advance of its final disposition to
the fullest extent authorized by Delaware Law. The right to indemnification
conferred in this ARTICLE NINTH shall be a contract right. The rights and
authority conferred in this ARTICLE NINTH shall not be exclusive of any other
right which any person may otherwise have or hereafter acquire. Neither the
amendment nor repeal of ARTICLES EIGHTH and NINTH hereof, nor the adoption of
any provision of this Certificate of Incorporation or the bylaws of the
Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of ARTICLES EIGHTH or
NINTH hereof in respect of any acts or omissions occurring prior to such
amendment, repeal, adoption or modification.
 
 
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            TENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
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 the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of ss.291 of Title 8 of the Delaware Code or on the application of
trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of ss.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 the 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 the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
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 the Corporation, as the case may be, and also on the
Corporation.
 
 
            IN WITNESS WHEREOF, the undersigned has executed this Restated
Certificate of Incorporation of 24/7 MEDIA, INC., and acknowledges, under
penalties of perjury, that this instrument is the act and deed of the
Corporation and that the facts stated herein are true.
 
 
 
                                         By:_______________________
                                         Mark E. Moran
                                         Senior Vice President
                                          and Secretary