Exhibit 3.1

                            CERTIFICATE OF AMENDMENT

                                     OF THE

            FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                               EXACT CORPORATION

      Exact Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation") DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of Exact Corporation (the
"Corporation") at a meeting of the Board of Directors, by at least a majority of
its members, duly adopted resolutions in accordance with Section 242 of the
General Corporation Law of the State of Delaware, (i) proposing an amendment to
the Fifth Amended and Restated Certificate of Incorporation, as amended, (ii)
declaring such amendment to be advisable and in the best interests of the
Corporation, and (iii) directing that such amendment be submitted to the
stockholders of the Corporation for approval thereby. The resolutions setting
forth the amendment and directing that such amendment be submitted to the
stockholders are as follows:

RESOLVED:            That, subject to stockholder approval, the first paragraph
                     of Article FOURTH (the "CERTIFICATE OF INCORPORATION") of
                     the Corporation's Fifth Amended and Restated Certificate of
                     Incorporation, as amended, be further amended by deleting
                     such paragraph in its entirety and replacing it with the
                     following:

                             "FOURTH: The total number of shares of all classes
                             of capital stock which the Corporation shall have
                             authority to issue is 104,700,373 shares,
                             consisting of 100,000,000 shares of Common Stock
                             with a par value of $.01 per share (the "Common
                             Stock") and 4,700,373 shares of Preferred Stock
                             with a par value of $.01 per share, (the "Preferred
                             Stock"), of which 1,000,000 shares are designated
                             as Series A Convertible Preferred Stock, 1,250,000
                             shares are designated as Series B Convertible
                             Preferred Stock, 1,015,000 shares are designated as
                             Series C Convertible Preferred Stock and 1,435,373
                             shares are designate as Series D Convertible
                             Preferred Stock."

RESOLVED:             That the proposal to amend the Certificate of
                      Incorporation, as set forth in the preceding resolution,
                      be submitted to the Stockholders of the Corporation
                      entitled to vote thereon for their approval in compliance
                      with Sections 228 and 242 of the General Corporation Law
                      of the State of Delaware.





RESOLVED:             That, subject to the approval by the Stockholders of the
                      proposal to amend the Certificate of Incorporation as
                      described in the foregoing resolution, the Secretary
                      hereby is, authorized and directed to amend the
                      Certificate of Incorporation as set forth above and to
                      file such amendment with the Secretary of State of the
                      State of Delaware.

         SECOND: That stockholders of the Corporation holding the necessary
number of shares of the outstanding capital stock of the Corporation as required
by statute and the Certificate of Incorporation of the Corporation approved said
amendment by written consent effective October __, 2000, in accordance with
Sections 228 and 242 of the General Corporation Law of the State of Delaware and
written notice of such action by written consent of stockholders has been given
in accordance with said Section 228.

         THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.


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         IN WITNESS WHEREOF, said Exact Corporation has caused this certificate
to be executed by Stanley N. Lapidus, its Secretary, on this 20th day of
October 2000.

                                                     EXACT CORPORATION

                                                     By: /s/ Stanley N. Lapidus
                                                         ----------------------
                                                         Stanley N. Lapidus
                                                         Secretary