Certificate of Incorporation

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ASK JEEVES, INC.


ASK JEEVES, INC., a corporation organized and existing under the laws of the state of Delaware (the "Corporation") hereby certifies that:


1. The name of the Corporation is Ask Jeeves, Inc. The Corporation was originally incorporated under the name AJ Merger Corporation.


2. The date of filing of the Corporation's original Certificate of Incorporation was ____________.


3. The Amended and Restated Certificate of Incorporation of the Corporation as provided in Exhibit A hereto was duly adopted in accordance with the provisions of Section 242 and Section 245 of the General Corporation Law of the State of Delaware by the Board of Directors of the Corporation.


4. Pursuant to Section 245 of the Delaware General Corporation Law, approval of the stockholders of the Corporation has been obtained.


5. The Amended and Restated Certificate of Incorporation so adopted reads in full as set forth in Exhibit A attached hereto and is hereby incorporated by reference.


IN WITNESS WHEREOF, the undersigned has signed this certificate this _________, 1999 and hereby affirms and acknowledges under penalty of perjury that the filing of this Amended and Restated Certificate of Incorporation is the act and deed of Ask Jeeves, Inc.


ASK JEEVES, INC.


By
--------------------------------------
Robert Wrubel
President and Chief Executive Officer


ATTEST:


- ----------------------- Amy Slater Secretary


1.


EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION


1.


AMENDED AND RESTATED


CERTIFICATE OF INCORPORATION


OF


ASK JEEVES, INC.


I.


The name of this corporation is Ask Jeeves, Inc.


II.


The address of the registered office of the corporation in the State of Delaware is 9 East Loockerman Street, City of Dover, County of Kent, and the name of the registered agent of the corporation in the State of Delaware at such address is National Registered Agents.


III.


The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.


IV.


A. This 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 one hundred fifty-five million (155,000,000) shares. One hundred fifty million (150,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($.001). five million (5,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($.001).


B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate (a "Preferred Stock Designation") pursuant to the Delaware General Corporation Law ("DGCL"), to fix or alter from time to time the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions of any wholly unissued series of Preferred Stock, and to establish from time to time the number of shares constituting any such series or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.


1.


V.


A. For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:


1. BOARD OF DIRECTORS. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted by ...