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Certificate of Incorporation - Quokka Sports Inc.



                              AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION OF

                               QUOKKA SPORTS, INC.



         ALAN RAMADAN hereby certifies that:

         1. The name of this corporation is Quokka Sports, Inc.

         2. The Certificate of Incorporation of this corporation was filed by
the Secretary of State of the State of Delaware on August 15, 1996, in the name
of Quokka Productions, Inc. The corporation's name was changed to Quokka Sports,
Inc. in an Amended and Restated Certificate of Incorporation filed by the
Secretary of State on September 16, 1996.

         3. He is the duly elected and acting President and Chief Executive
Officer of this corporation.

         4. The Amended and Restated Certificate of Incorporation of this
corporation is hereby amended and restated to read as follows:

                                       I.

                                      NAME

         The name of this corporation is Quokka Sports, Inc. (the "Company").

                                       II.

                                     ADDRESS

         The address of the registered office of the Company in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington
19801, County of Newcastle, and the name of the registered agent of the Company
in the State of Delaware at such address is The Corporation Trust Company.

                                      III.

                                     PURPOSE

         The purpose of the Company 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.



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                                       IV.

                                      STOCK

         A. The Company is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares which the Company is authorized to issue is One Hundred Twenty Million
(120,000,000). One Hundred Ten Million (110,000,000) shares shall be Common
Stock, each having a par value of one-hundredth of one cent ($0.0001). Ten
Million (10,000,000) shares shall be Preferred Stock, each having a par value of
one-hundredth of one cent ($0.0001).

         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
pursuant to the Delaware General Corporation Law, 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.

                                       V.

                                   MANAGEMENT

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

            1. The management of the business and the conduct of the affairs of
the Company 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 the Board of Directors.

            2. Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, following the
closing of an initial public offering pursuant to an effective registration
statement under the Securities Act of 1933, as amended, (the "1933 Act"),
covering the offer and sale of Common Stock to the public (the "Initial Public
Offering"), the directors shall be divided into three classes, designated as
Class I, Class II and Class III, respectively. Directors shall be assigned to
each class in accordance with a resolution or resolutions adopted by the Board
of Directors. At the first annual meeting of stockholders following the closing
of the Initial Public Offering, the term of office of the Class I directors
shall expire and Class I directors shall be elected for a full term of three
years. At the second annual meeting of stockholders following the closing of the
Initial Public Offering, the term of office of the Class II directors shall
expire and Class II directors shall be elected for a full term of three years.
At the third annual meeting of stockholders following the closing of the



                                       2.
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Initial Public Offering, the term of office of the Class III directors shall
expire and Class III directors shall be elected for a full term of three years.
At each succeeding annual meeting of stockholders, directors shall be elected
for a full term of three years to succeed the directors of the class whose terms
expire at such annual meeting.

         Notwithstanding the foregoing provisions of this Article, each director
shall serve until his successor is duly elected and qualified or until his
death, resignation or removal. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

            3. a. Subject to the rights of the holders of any series of
Preferred Stock, the Board of Directors or any individual director may be
removed from office at any time (i) with cause by the affirmative vote of the
holders of a majority of the voting power of all the then-outstanding shares of
voting stock of the corporation, entitled to vote at an election of directors
(the "Voting Stock") or (ii) without cause by the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting
power of all the then-outstanding shares of the Voting Stock.

               b. Subject to the rights of the holders of any series of
Preferred Stock, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors, shall,
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by the stockholders, except as
otherwise provided by law, be filled only by the affirmative vote of a majority
of the directors then in office, even though less than a quorum of the Board of
Directors, and not by the stockholders. Any director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the director for which the vacancy was created or occurred and until such
director's successor shall have been elected and qualified.

            3. In the event that Section 2115(a) of the California Corporations
Code is applicable to this corporation, then the following shall apply:

               a. Every stockholder entitled to vote in any election of
directors of this corporation may cumulate such stockholder's votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the stockholder's shares are
otherwise entitled, or distribute the stockholder's votes on the same principle
among as many candidates as such stockholder thinks fit;

               b. No stockholder, however, may cumulate such stockholder's
votes for one or more candidates unless (i) the names of such candidates have
been properly placed in nomination, in accordance with the Bylaws of the
corporation, prior to the voting, (ii) the stockholder has given advance notice
to the corporation of the intention to cumulative votes pursuant to the Bylaws,
and (iii) the stockholder has given proper notice to the other stockholders at
the meeting, prior to voting, of such stockholder's intention to cumulate such
stockholder's votes; and



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               c. If any stockholder has given proper notice, all stockholders
may cumulate their votes for any candidates who have been properly placed in
nomination. The candidates receiving the highest number of votes of the shares
entitled to be voted for them up to the number of directors to be elected by
such shares shall be declared elected.

            5. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws
may be altered or amended or new Bylaws adopted by the affirmative vote of at
least sixty-six and two-thirds percent (66-2/3%) of the Voting Stock of all of
the then-outstanding shares of the voting stock of the Company entitled to vote.
The Board of Directors shall also have the power to adopt, amend, or repeal
Bylaws.

            6. The directors of the Company need not be elected by written
ballot unless the Bylaws so provide.

            7. No action shall be taken by the stockholders of the Company
except at an annual or special meeting of stockholders called in accordance with
the Bylaws, and following the closing of the Initial Public Offering no action
shall be taken by the stockholders by written consent.

            8. Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Company shall be given in the manner provided in the
Bylaws of the Company.

                                      VI.

                             LIABILITY OF DIRECTORS

         A. A director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except for liability (1) for any breach of the director's
duty of loyalty to the Company or its stockholders, (2) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law (3) under Section 174 of the Delaware General Corporation Law, or (4) for
any transaction from which the director derived an improper personal benefit. If
the Delaware General Corporation Law is amended after approval by the
stockholders of this Article VI to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.

         B. Any repeal or modification of this Article VI shall be prospective
and shall not affect the rights under this Article VI in effect at the time of
the alleged occurrence of any act or omission to act giving rise to liability or
indemnification.

                                      VII.

                                    AMENDMENT

         A. The Company 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



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statute, except as provided in paragraph B. of this Article VII, and all rights
conferred upon the stockholders herein are granted subject to this reservation.

         B. Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the voting stock of the Company required by law,
this Certificate of Incorporation or any certificate of designation of Preferred
Stock, the affirmative vote of the holders of at least sixty-six and two-thirds
percent (66-2/3%) of the Voting Stock of all of the then-outstanding shares of
the voting stock, voting together as a single class, shall be required to alter,
amend or repeal Articles V, VI, and VII."



                                      * * *





                                       5.
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            5. This Amended and Restated Certificate of Incorporation has been
duly approved by the Board of Directors of this corporation.

            6. This Amended and Restated Certificate of Incorporation has been
duly adopted in accordance with the provisions of Sections 228, 242 and 245 of
the General Corporation Law of the State of Delaware by the stockholders of this
corporation.

         IN WITNESS WHEREOF, Quokka Sports, Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed by its President and Chief
Executive Officer in San Francisco, California this 2nd day of August, 1999.



                                  QUOKKA SPORTS, INC.



                                  By: /s/ Alan Ramadan
                                      -------------------------------------
                                      ALAN RAMADAN
                                      President and Chief Executive Officer






                                       6.

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