Certificate Of Incorporation

Certificate of Incorporation



                                                                    Exhibit 10.3

                           FOURTH AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                            BEACON POWER CORPORATION

         The name of the Corporation is Beacon Power Corporation. The
Corporation was originally incorporated on May 8, 1997 pursuant to Sections 242
and 245 of the General Corporation Law of the State of Delaware. This Fourth
Amended and Restated Certificate of Incorporation of Beacon Power Corporation
was proposed and declared advisable by the Board of Directors of the Corporation
on May 23, 2000 and was consented to in writing by the Corporation's
stockholders as of May 23, 2000, in accordance with Sections 228, 242 and 245 of
the General Corporation Law of the State of Delaware. The Corporation's
Certificate of Incorporation is hereby amended and restated in its entirety to
read as follows:

         FIRST:  The name of the Corporation is Beacon Power Corporation.

         SECOND: The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

         THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is as follows:

         To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

         FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is (i) 30,000,000 shares of common
stock, $0.01 par value per share ("Common Stock") and (ii) 21,500,007 shares of
preferred stock, $0.01 par value per share (the "Preferred Stock"), of which
6,000,000 shares have been designated as Class A Preferred Stock ("Class A
Preferred Stock"), one share has been designated as Class B Preferred Stock
("Class B Preferred Stock"), six shares have been designated as Class C
Preferred Stock ("Class C Preferred Stock"), 6,000,000 shares have been
designated as Class D Preferred Stock ("Class D Preferred Stock"), 2,000,000
shares have been designated as Class E Preferred Stock ("Class E Preferred
Stock") and 7,500,000 shares have been designated as Class F Preferred Stock
("Class F Preferred Stock").

         The following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions
thereof in respect of each class of capital stock of the Corporation.






A.       COMMON STOCK.

         1. GENERAL. The voting, dividend and liquidation rights of the holders
of the Common stock are subject to and qualified by the rights of the holders of
the Preferred Stock of any series as may be designated by the Board of Directors
upon any issuance of the Preferred Stock of any series.

         2. VOTING. The holders of the Common Stock are entitled to one vote for
each share held at all meetings of stockholders (and written actions in lieu of
meetings). There shall be no cumulative voting.

         3. DIVIDENDS. Dividends may be declared and paid on the Common Stock
from funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock.

         4. LIQUIDATION. Upon the dissolution or liquidation of the Corporation,
whether voluntary or involuntary, holders of Common Stock will be entitled to
receive all assets of the Corporation available for distribution to its
stockholders, subject to any preferential rights of any then outstanding
Preferred Stock.

B.       PREFERRED STOCK.

         Preferred Stock may be issued from time to time in one or more classes,
each of such classes to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such classes adopted by the
Board of Directors of the Corporation as hereinafter provided. Any shares of
Preferred Stock which may be redeemed, purchased or acquired by the Corporation
may be reissued except as otherwise provided by law or this Restated
Certificate. Different classes of Preferred Stock shall not be construed to
constitute different classes of shares for the purposes of voting by classes
unless expressly provided.

         Authority is hereby expressly granted to the Board of Directors from
time to time to issue the Preferred Stock in one or more classes, and in
connection with the creation of any such classes, by resolution or resolutions
providing for the issue of the shares thereof, to determine and fix such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including without
limitation thereof, dividend rights, special voting rights, conversion rights,
redemption privileges and liquidation preferences, as shall be stated and
expressed in such resolutions, all to the full extent now or hereafter permitted
by the General Corporation Law of Delaware. Without limiting the generality of
the foregoing, the resolutions providing for issuance of any classes of
Preferred Stock may provide that such classes shall be superior or rank equally
or be junior to the Preferred Stock of any other classes to the extent permitted
by law, subject to the rights of any existing classes to approve any classes of
preferred stock ranking senior or on parity therewith. Except as otherwise
specifically provided in this Restated Certificate of Incorporation, no vote of
the holders of the Preferred Stock or Common Stock shall be a prerequisite to
the issuance of any shares of any classes of the


                                      -2-




Preferred Stock authorized by and complying with the conditions of this Restated
Certificate of Incorporation, the right to have such vote being expressly waived
by all present and future holders of the capital stock of the Corporation. All
voting by shareholders shall be by majority vote unless otherwise specifically
provided herein.

C.       CLASS A PREFERRED STOCK.

         The Class A Preferred Stock shall have the following rights,
preferences, powers, privileges and restrictions, qualifications and
limitations:

         1. DIVIDENDS. The Corporation shall not declare or pay any
distributions (as defined below) on shares of Common Stock unless the
Corporation simultaneously declares or pays to the holders of the Class A
Preferred Stock then outstanding a distribution on each outstanding share of
Class A Preferred Stock in an amount equal to the product of (i) the per share
amount, if any, of the dividends or other distributions to be declared, paid or
set aside for the Common Stock, multiplied by (ii) the number of whole shares of
Common Stock into which such share of Class A Preferred Stock is then
convertible. For purposes of this Section 1, unless the context requires
otherwise, "distribution" shall mean the transfer of cash or property without
consideration, whether by way of dividend or otherwise, payable other than in
Common Stock or other securities of the Corporation, or the purchase or
redemption of shares of the Corporation (other than (i) repurchases of Common
Stock held by employees or directors of, or consultants to, the Corporation upon
termination of their employment or services pursuant to agreements providing for
such repurchase at a price equal to the original issue price of such shares (ii)
repurchases pursuant to the Investors Rights Agreement, dated as of May 23,
2000, by and among the Corporation and holders of its capital stock, and (iii)
redemptions in liquidation or dissolution of the Corporation) for cash or
property, including any such transfer, purchase or redemption by a subsidiary of
this Corporation.

         2. LIQUIDATION, DISSOLUTION OR WINDING UP.

              a. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Class A
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Corporation available for distribution to its stockholders, after and
subject to the payment in full of all amounts required to be distributed to the
holders of any other class or series of stock of the Corporation ranking on
liquidation prior and in preference to the Class A Preferred Stock, but before
any payment shall be made to the holders of Common Stock or any other class or
series of stock ranking on liquidation junior to the Class A Preferred Stock by
reason of their ownership thereof, an amount equal to $4.45 per share (subject
to appropriate adjustment in the event of any stock dividend, stock split,
combination or other similar recapitalization affecting such shares), plus any
dividends declared but unpaid thereon. If upon any such liquidation, dissolution
or winding up of the Corporation the remaining assets of the Corporation
available for distribution to its stockholders shall be insufficient to pay the
holders of shares of Class A Preferred Stock the full amount to which they shall
be entitled, the holders of shares of Class A Preferred Stock, Class B Preferred
Stock and any class or series of stock ranking on liquidation on a parity with
the Class A

                                      -3-




Preferred Stock shall share ratably in any distribution of the remaining assets
and funds of the Corporation in proportion to the respective amounts which would
otherwise be payable in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to such shares were paid
in full.

              b. After the payment of all preferential amounts required to be
paid to the holders of Preferred Stock that is senior to Class A Preferred
Stock, the Class A Preferred Stock and Preferred Stock that is on a parity with
Class A Preferred Stock, upon the dissolution, liquidation or winding up of the
Corporation, the holders of shares of Common Stock and any other class of stock
then outstanding that ranks junior to Class A Preferred Stock upon liquidation
shall be entitled to receive the remaining assets and funds of the Corporation
available for distribution to its stockholders.

         3. VOTING. The Class A Preferred Stock shall not be entitled to any
voting rights.

         4. OPTIONAL CONVERSION. The holders of the Class A Preferred Stock
shall have conversion rights as follows (the "Conversion Rights"):

              a. RIGHT TO CONVERT. Each share of Class A Preferred Stock shall
be convertible, at the option of the holder thereof, at any time, and without
the payment of additional consideration by the holder thereof, into such number
of fully paid and nonassessable shares of Common Stock as is determined by
dividing $5.00 by the Conversion Price (as defined below) in effect at the time
of conversion. The "Conversion Price" shall initially be $5.00. Such initial
Conversion Price, and the rate at which shares of Class A Preferred Stock may be
converted into shares of Common Stock, shall be subject to adjustment as
provided below.

         In the event of a liquidation of the Corporation, the Conversion Rights
shall terminate at the close of business on the day immediately preceding the
date fixed for the payment of any amounts distributable on liquidation to the
holders of Class A Preferred Stock.

              b. FRACTIONAL SHARES. No fractional shares of Common Stock shall
be issued upon conversion of the Class A Preferred Stock. In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the then
effective Conversion Price.

              c. MECHANICS OF CONVERSION.

                   (i) In order for a holder of Class A Preferred Stock to
convert shares of Class A Preferred Stock into shares of Common Stock, such
holder shall surrender the certificate or certificates for such shares of Class
A Preferred Stock, at the office of the transfer agent for the Class A Preferred
Stock (or at the principal office of the Corporation if the Corporation serves
as its own transfer agent), together with written notice that such holder elects
to convert all or any number of the shares of the Class A Preferred Stock
represented by such certificate or certificates. Such notice shall state such
holder's name or the names of the nominees in which such holder wishes the
certificate or certificates for shares of Common Stock to be issued. If required
by the

                                      -4-




Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by a written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the registered holder or his
or its attorney duly authorized in writing. The date of receipt of such
certificates and notice by the transfer agent (or by the Corporation if the
Corporation serves as its own transfer agent) shall be the conversion date
("Conversion Date"). The Corporation shall, as soon as practicable after the
Conversion Date, issue and deliver at such office to such holder of Class A
Preferred Stock, or to his or its nominees, a certificate or certificates for
the number of shares of Common Stock to which such holder shall be entitled,
together with cash in lieu of any fraction of a share.

                   (ii) The Corporation shall at all times when the Class A
Preferred Stock shall be outstanding, reserve and keep available out of its
authorized but unissued stock for the purpose of effecting the conversion of the
Class A Preferred Stock, such number of its duly authorized shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding Class A Preferred Stock. Before taking any action which would cause
an adjustment reducing the Conversion Price below the then par value of the
shares of Common Stock issuable upon conversion of the Class A Preferred Stock,
the Corporation will take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Corporation may validly and legally
issue fully paid and nonassessable shares of Common Stock at such adjusted
Conversion Price.

                   (iii) Upon any such conversion, no adjustment to the
Conversion Price shall be made for any declared but unpaid dividends on the
Class A Preferred Stock surrendered for conversion or on the Common Stock
delivered upon conversion.

                   (iv) All shares of Class A Preferred Stock which shall have
been surrendered for conversion as herein provided shall no longer be deemed to
be outstanding and all rights with respect to such shares, including the rights,
if any, to receive notices and to vote, shall immediately cease and terminate on
the Conversion Date, except only the right of the holders thereof to receive
shares of Common Stock in exchange therefor and payment of any dividends
declared but unpaid thereon. Any shares of Class A Preferred Stock so converted
shall be retired and cancelled and shall not be reissued, and the Corporation
(without the need for stockholder action) may from time to time take such
appropriate action as may be necessary to reduce the authorized Class A
Preferred Stock accordingly.

                   (v) The Corporation shall pay any and all issue and other
taxes that may be payable in respect of any issuance or delivery of shares of
Common Stock upon conversion of shares of Class A Preferred Stock pursuant to
this Section C.4. The Corporation shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of shares of Common Stock in a name other than that in which the shares
of Class A Preferred Stock so converted were registered, and no such issuance or
delivery shall be made unless and until the person or entity requesting such
issuance has paid to the Corporation the amount of


                                      -5-




any such tax or has established, to the satisfaction of the Corporation, that
such tax has been paid.

              d. ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the
Corporation shall at any time after the original date of issuance of the Class A
Preferred Stock effect a subdivision of the outstanding Common Stock, the
Conversion Price then in effect immediately before that subdivision shall be
proportionately decreased. If the Corporation shall at any time after the
original date of issuance of the Class A Preferred Stock combine the outstanding
shares of Common Stock, the Conversion Price then in effect immediately before
the combination shall be proportionately increased. Any adjustment under this
paragraph shall become effective at the close of business on the date the
subdivision or combination becomes effective.

              e. ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. In the
event the Corporation at any time, after the original date of issuance of the
Class A Preferred Stock, shall make or issue, or fix a record date for the
determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in additional shares of Common Stock, then and in
each such event the Conversion Price for the Class A Preferred Stock then in
effect shall be decreased as of the time of such issuance or, in the event such
a record date shall have been fixed, as of the close of business on such record
date, by multiplying the Conversion Price for the Class A Preferred Stock then
in effect by a fraction:

                   (i) the numerator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date, and

                   (ii) the denominator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution;
PROVIDED, HOWEVER, if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Conversion Price for the Class A Preferred Stock shall be
recomputed accordingly as of the close of business on such record date and
thereafter the Conversion Price for the Class A Preferred Stock shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions; and PROVIDED FURTHER, HOWEVER, that no such
adjustment shall be made if the holders of Class A Preferred Stock
simultaneously receive a dividend or other distribution of shares of Common
Stock in a number equal to the number of shares of Common Stock as they would
have received if all outstanding shares of Class A Preferred Stock had been
converted into Common Stock on the date of such event.

              f. ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In the event
the Corporation at any time after the original date of issuance of the Class A
Preferred Stock shall make or issue, or fix a record date for the determination
of holders of Common Stock entitled to receive a dividend or other distribution
payable in securities of the Corporation, other than shares of Common Stock,
then and in each such event provision


                                      -6-




shall be made so that the holders of the Class A Preferred Stock shall receive
upon conversion thereof in addition to the number of shares of Common Stock
receivable thereupon, the amount of securities of the Corporation that they
would have received had the Class A Preferred Stock been converted into Common
Stock on the date of such event and had they thereafter, during the period from
the date of such event to and including the conversion date, retained such
securities receivable by them as aforesaid during such period, giving
application to all adjustments called for during such period under this
paragraph with respect to the rights of the holders of the Class A Preferred
Stock; PROVIDED, HOWEVER, that no such adjustment shall be made if the holders
of Class A Preferred Stock simultaneously receive a dividend or other
distribution of such securities in an amount equal to the amount of such
securities as they would have received if all outstanding shares of Class A
Preferred Stock had been converted into Common Stock on the date of such event.

              g. ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE, OR SUBSTITUTION. If
the Common Stock issuable upon the conversion of the Class A Preferred Stock
shall be changed into the same or a different number of shares of any class or
classes of stock, whether by capital reorganization, reclassification, or
otherwise (other than a subdivision or combination of shares or stock dividend
provided for above, or a reorganization, merger, consolidation, or sale of
assets provided for below), then and in each such event the holder of each such
shares of Class A Preferred Stock shall have the right thereafter to convert
such share into the kind and amount of shares of stock and other securities and
property receivable upon such reorganization, reclassification, or other change,
by holders of the number of shares of Common Stock into which such shares of
Class A Preferred Stock might have been converted immediately prior to such
reorganization, reclassification, or change, all subject to further adjustment
as provided herein.

              h. ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In case of any
consolidation or merger of the Corporation with or into another corporation or
the sale of all or substantially all of the assets of the Corporation to another
corporation, each share of Class A Preferred Stock shall thereafter be
convertible (or shall be converted into a security which shall be convertible)
into the kind and amount of shares of stock or other securities or property to
which a holder of the number of shares of Common Stock of the Corporation
deliverable upon conversion of such Class A Preferred Stock would have been
entitled upon such consolidation, merger or sale; and, in such case, appropriate
adjustment (as determined in good faith by the Board of Directors) shall be made
in the application of the provisions in this Section C.4. set forth with respect
to the rights and interest thereafter of the holders of the Class A Preferred
Stock, to the end that the provisions set forth in this Section C.4. (including
provisions with respect to changes in and other adjustments of the Conversion
Price) shall hereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other property thereafter deliverable upon
the conversion of the Class A Preferred Stock.

              i. NO IMPAIRMENT. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be

                                      -7-




observed or performed hereunder by the Corporation, but will at all times in
good faith assist in the carrying out of all the provisions of this Section C.4.
and in the taking of all such action as may be necessary or appropriate in order
to protect the Conversion Rights of the holders of the Class A Preferred Stock
against impairment.

              j. CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
adjustment or readjustment of the Conversion Price pursuant to this Section
C.4., the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Class A Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Class A Preferred Stock, furnish or cause to be furnished
to such holder a similar certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Price then in effect, and (iii) the number of
shares of Common Stock and the amount, if any, of other property which then
would be received upon the conversion of Class A Preferred Stock.

              k. NOTICE OF RECORD DATE. In the event:

                   (i) that the Corporation declares a dividend (or any other
distribution) on its Common Stock payable in Common Stock or other securities of
the Corporation;

                   (ii) that the Corporation subdivides or combines its
outstanding shares of Common Stock;

                   (iii) of any reclassification of the Common Stock of the
Corporation (other than a subdivision or combination of its outstanding shares
of Common Stock or a stock dividend or stock distribution thereon), or of any
consolidation or merger of the Corporation into or with another corporation, or
of the sale of all or substantially all of the assets of the Corporation; or

                   (iv) of the involuntary or voluntary dissolution, liquidation
or winding up of the Corporation;

then the Corporation shall cause to be filed at its principal office or at the
office of the transfer agent of the Class A Preferred Stock, and shall cause to
be mailed to the holders of the Class A Preferred Stock at their last addresses
as shown on the records of the Corporation or such transfer agent, at least ten
days prior to the date specified in (A) below or twenty days before the date
specified in (B) below, a notice stating:

                        (A) the record date of such dividend, distribution,
subdivision or combination, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such dividend,
distribution, subdivision or combination are to be determined, or

                        (B) the date on which such reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up is expected
to become effective, and

                                      -8-




the date as of which it is expected that holders of Common Stock of record shall
be entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
dissolution or winding up.

         5. MANDATORY CONVERSION. All shares of Class A Preferred Stock shall
convert into shares of Common Stock in accordance with the provisions of this
Section C.5.:

              a. MANDATORY CONVERSION DATE. The "Class A Mandatory Conversion
Date" shall occur upon the earliest to occur of (i) the closing of the sale of
shares of Common Stock in a public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), (ii) the resolution of a majority of the Board of Directors
of the Corporation to effect a conversion of the Class A Preferred Stock, or
(iii) the automatic conversion of the Class D Preferred Stock, Class E Preferred
Stock and Class F Preferred Stock pursuant to Sections F.5., G.5. and H.5. of
this Article FOURTH.

              b. CONVERSION. Upon the Class A Mandatory Conversion Date, (i) all
outstanding shares of Class A Preferred Stock shall automatically be converted
into shares of Common Stock, at the then effective conversion rate and (ii) the
number of authorized shares of Preferred Stock shall be automatically reduced by
the number of shares of Preferred Stock that had been designated as Class A
Preferred Stock, and all provisions included under this Section C "Class A
Preferred Stock", and all references to the Class A Preferred Stock herein shall
be deemed deleted from this Fourth Amended and Restated Certificate of
Incorporation and shall be of no further force or effect.

              c. NOTICE. All holders of record of shares of Class A Preferred
Stock shall be given prompt written notice of the Mandatory Conversion Date and
the place designated for the surrender of the certificates representing of all
such shares of Class A Preferred Stock pursuant to this Section C.5. Such notice
need not be given in advance of the occurrence of the Mandatory Conversion Date.
Such notice shall be sent by first class or registered mail, postage prepaid, to
each record holder of Class A Preferred Stock at such holder's address last
shown on the records of the transfer agent for the Class A Preferred Stock (or
the records of the Corporation if it serves as its own Transfer agent). Upon
receipt of such notice, each holder of shares of Class A Preferred Stock shall
surrender his or its certificate or certificates for all such shares to the
Corporation at the place designated in such notice, and shall thereafter receive
certificates for the number of shares of Common Stock to which such holder is
entitled pursuant to this Section C.5. On the Class A Mandatory Conversion Date,
all rights with respect to the Class A Preferred Stock so converted, including
the rights, if any, to receive notices and vote (other than as a holder of
Common Stock) will terminate, except for the rights of the holders thereof, upon
surrender of their certificate or certificates therefor, to receive certificates
for the number of shares of Common Stock into which such Class A Preferred Stock
has been converted, and payment of any declared but unpaid dividends thereon,
which rights shall continue. If so required by the Corporation, certificates
surrendered for conversion shall be endorsed or accompanied by written
instrument or instruments of transfer, in form satisfactory to the Corporation,
duly executed by the registered holder or


                                      -9-




by his or its attorney duly authorized in writing. As soon as practicable after
the Class A Mandatory Conversion Date and the surrender of the certificate or
certificates for Class A Preferred Stock, the Corporation shall cause to be
issued and delivered to such holder, or on his or its written order, a
certificate or certificates for the number of full shares of Common Stock
issuable on such conversion in accordance with the provisions hereof and cash as
provided in Section C.4.(b), below, in respect of any fraction of a share of
Common Stock otherwise issuable upon such conversion.

              d. CERTIFICATES. All certificates evidencing shares of Class A
Preferred Stock which are required to be surrendered for conversion in
accordance with the provisions hereof shall, from and after the Class A
Mandatory Conversion Date, be deemed to have been retired and cancelled and the
shares of Class A Preferred Stock represented thereby converted into Common
Stock for all purposes notwithstanding the failure of the holder or holders
thereof to surrender such certificates on or prior to such date. The Corporation
may thereafter take such appropriate action (without the need for stockholder
action) as may be necessary to reduce the authorized Class A Preferred Stock
accordingly.

         6. STATUS OF REACQUIRED SHARES. Shares of Class A Preferred Stock that
have been issued and reacquired in any manner shall (upon compliance with any
applicable provisions of the laws of the State of Delaware) have the status of
authorized and unissued shares of Class A Preferred Stock issuable in series
undesignated as to class and may be redesignated and reissued.

         7. EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required by
law or provided by contract, the shares of Class A Preferred Stock shall not
have any preferences or relative, participating, optional or other special
rights, other than those specifically set forth in this Fourth Amended and
Restated Certificate of Incorporation.

         8. IDENTICAL RIGHTS. Each share of the Class A Preferred Stock shall
have the same relative rights and preferences as, and shall be identical in all
respects with, all other shares of the Class A Preferred Stock.

         9. CERTIFICATES. So long as any shares of the Class A Preferred Stock
are outstanding, there shall be set forth on the face or back of each stock
certificate issued by the Corporation a statement that the Corporation shall
furnish without charge to each shareholder who so requests, a full statement of
the designation and relative rights, preferences and limitations of each class
of stock or series thereof that the Corporation is authorized to issue and of
the authority of the Board of Directors to designate and fix the relative
rights, preferences and limitations of each series.

         10. RANK. The Class A Preferred Stock shall rank senior to the Common
Stock, pari passu with the Class B Preferred Stock and Class C Preferred Stock
and junior to the Class D Preferred Stock, Class E Preferred Stock and Class F
Preferred Stock in right as to dividends and upon liquidation, dissolution or
winding up of the Company.

                                      -10-




D.       CLASS B PREFERRED STOCK.

         The Class B Preferred Stock shall have the following rights,
preferences, powers, privileges and restrictions, qualifications and
limitations:

         1. DIVIDENDS. The Corporation shall not declare or pay any
distributions (as defined below) on shares of Common Stock unless the
Corporation simultaneously declares or pays to the holders of the Class B
Preferred Stock then outstanding a distribution on each outstanding share of
Class B Preferred Stock in an amount equal to the product of (i) the per share
amount, if any, of the dividends or other distributions to be declared, paid or
set aside for the Common Stock, multiplied by (ii) the number of whole shares of
Common Stock into which such share of Class B Preferred Stock is then
convertible. For purposes of this Section D.1., unless the context requires
otherwise, "distribution" shall mean the transfer of cash or property without
consideration, whether by way of dividend or otherwise, payable other than in
Common Stock or other securities of the Corporation, or the purchase or
redemption of shares of the Corporation (other than (i) repurchases of Common
Stock held by employees or directors of, or consultants to, the Corporation upon
termination of their employment or services pursuant to agreements providing for
such repurchase at a price equal to the original issue price of such shares (ii)
repurchases pursuant to the Investors Rights Agreement, dated as of May 23,
2000, by and among the Corporation and holders of its capital stock, and (iii)
redemptions in liquidation or dissolution of the Corporation) for cash or
property, including any such transfer, purchase or redemption by a subsidiary of
this Corporation.

         2. LIQUIDATION, DISSOLUTION OR WINDING UP.

              a. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Class B
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Corporation available for distribution to its stockholders, after and
subject to the payment in full of all amounts required to be distributed to any
holders of Preferred Stock ranking on liquidation prior and in preference to the
Class B Preferred Stock, but before any payment shall be made to holders of any
Common Stock and any other class of stock that ranks junior to Class B Preferred
Stock upon liquidation by reason of their ownership thereof, an amount equal to
the liquidation distribution that would be paid to the holder of the Class B
Preferred Stock on the Class B Preferred Stock held by such holder if the Class
A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock had been
converted into Common Stock prior to the liquidation. If upon any such
liquidation, dissolution or winding up of the Corporation the remaining assets
of the Corporation available for distribution to its stockholders shall be
insufficient to pay the holders of shares of Class B Preferred Stock the full
amount to which they shall be entitled, the holders of shares of the Preferred
Stock that is on a parity with Class B Preferred Stock shall share ratably in
any distribution of the remaining assets and funds of the Corporation in
proportion to the respective amounts which would otherwise be payable in respect
of the shares held by them upon such distribution if all amounts payable on or
with respect to such shares were paid in full.

                                      -11-




              b. After the payment of all preferential amounts required to be
paid to the holders of Preferred Stock ranking on liquidation prior and in
preference to the Class B Preferred Stock, the Class B Preferred Stock and
Preferred Stock that is on a parity with Class B Preferred Stock, upon the
dissolution, liquidation or winding up of the Corporation, the holders of shares
of Common Stock and any other class of stock that ranks junior to Class B
Preferred Stock upon liquidation then outstanding shall be entitled to receive
the remaining assets and funds of the Corporation available for distribution to
its stockholders.

         3. VOTING. Each holder of outstanding shares of Class B Preferred Stock
shall be entitled to the number of votes equal to the number of whole shares of
Common Stock into which the shares of Class B Preferred Stock held by such
holder are then convertible (as adjusted from time to time pursuant to Section
D.4. hereof), at each meeting of stockholders of the Corporation (and written
actions of stockholders in lieu of meetings) with respect to any and all matters
presented to the stockholders of the Corporation for their action or
consideration. Except as provided by law, holders of Class B Preferred Stock
shall vote together with the holders of Common Stock (and with any other class
of the Corporation's preferred stock similarly voting) as a single class.

         4. CONVERSION. All shares of Class B Preferred Stock shall convert into
shares of Common Stock in accordance with the provisions of this Section D.4.:

              a. MANDATORY CONVERSION DATE. The "Class B Mandatory Conversion
Date" shall occur upon the earliest to occur of: (i) the closing of the sale of
shares of Common Stock, in a public offering pursuant to an effective
registration statement under the Securities Act, (ii) the resolution of a
majority of the Board of Directors of the Corporation to effect a conversion of
the Class B Preferred Stock, (iii) the conversion of all of the outstanding
Class A Preferred Stock into Common Stock pursuant to Section C.4, Section C.5
of this Article Fourth, or (iv) the automatic conversion of the Class D
Preferred Stock, Class E Preferred Stock and Class F Preferred Stock pursuant to
Sections F.5., G.5. and H.5. of this Article FOURTH.

              b. CONVERSION. Upon the Class B Mandatory Conversion Date, (i) all
outstanding shares of Class B Preferred Stock shall automatically be converted
into shares of Common Stock, at the then effective conversion rate and (ii) the
number of authorized shares of Preferred Stock shall be automatically reduced by
the number of shares of Preferred Stock that had been designated as Class B
Preferred Stock, and all provisions included under this Section C "Class B
Preferred Stock", and all references to the Class B Preferred Stock herein,
shall be deemed deleted from this Fourth Amended and Restated Certificate of
Incorporation and shall be of no further force or effect.

              c. NOTICE. All holders of record of shares of Class B Preferred
Stock shall be given prompt written notice of the Class B Mandatory Conversion
Date and the place designated for the surrender of the certificates representing
of all such shares of Class B Preferred Stock pursuant to this Section D.4. Such
notice need not be given in advance of the occurrence of the Class B Mandatory
Conversion Date. Such notice shall be sent by first class or registered mail,
postage prepaid, to each record holder of Class B

                                      -12-




Preferred Stock at such holder's address last shown on the records of the
transfer agent for the Class B Preferred Stock (or the records of the
Corporation, if it serves as its own transfer agent). Upon receipt of such
notice, each holder of shares of Class B Preferred Stock shall surrender his or
its certificate or certificates for all such shares to the Corporation at the
place designated in such notice, and shall thereafter receive certificates for
the number of shares of Common Stock to which such holder is entitled pursuant
to this Section D.4. On the Class B Mandatory Conversion Date, all rights with
respect to the Class B Preferred Stock so converted, including the rights, if
any, to receive notices and vote (other than as a holder of Common Stock) will
terminate, except for the rights of the holders thereof, upon surrender of their
certificate or certificates therefor, to receive certificates for the number of
shares of Common Stock into which such Class B Preferred Stock has been
converted, and payment of any declared but unpaid dividends thereon, which
rights shall continue. If so required by the Corporation, certificates
surrendered for conversion shall be endorsed or accompanied by written
instrument or instruments of transfer, in form satisfactory to the Corporation,
duly executed by the registered holder or by his or its attorney duly authorized
in writing. As soon as practicable after each holder's surrender of the
certificate or certificates for Class B Preferred Stock of such holder, the
Corporation shall cause to be issued and delivered to such holder, or on his or
its written order, a certificate or certificates for the number of full shares
of Common Stock issuable on such conversion in accordance with the provisions
hereof and cash as provided in Subsection D.4.(e), below, in respect of any
fraction of a share of Common Stock otherwise issuable upon such conversion.

              d. CERTIFICATES. All certificates evidencing shares of Class B
Preferred Stock which are required to be surrendered for conversion in
accordance with the provisions hereof shall, from and after the Class B
Mandatory Conversion Date, be deemed to have been retired and canceled and the
shares of Class B Preferred Stock represented thereby converted into Common
Stock for all purposes, notwithstanding the failure of the holder or holders
thereof to surrender such certificates on or prior to such date. The Corporation
may thereafter take such appropriate action (without the need for stockholder
action) as may be necessary to reduce the authorized Class B Preferred Stock
accordingly.

              e. CONVERSION PRICE. On the Mandatory Conversion Date, each share
of Class B Preferred Stock shall automatically be converted into such number of
fully paid and nonassessable shares of Common Stock as is determined by dividing
$5.00 by the Conversion Price (as defined below) in effect at the time of
conversion. The "Conversion Price" shall initially be $5.00. Such initial
Conversion Price, and the rate at which shares of Class B Preferred Stock may be
converted into shares of Common Stock, shall be subject to adjustment as
provided below.

              f. FRACTIONAL SHARES. No fractional shares of Common Stock shall
be issued upon conversion of the Class B Preferred Stock. In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the then
effective Conversion Price. Upon any such conversion, no adjustment to the
Conversion Price shall be made for any declared but

                                      -13-




unpaid dividends on the Class B Preferred Stock surrendered for conversion or on
the Common Stock delivered upon conversion.

              g. RESERVATION OF SHARES. The Corporation shall at all times when
the Class B Preferred Stock shall be outstanding, reserve and keep available out
of its authorized but unissued stock, for the purpose of effecting the
conversion of the Class B Preferred Stock, such number of its duly authorized
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding Class B Preferred Stock. Before taking any action
which would cause an adjustment reducing the Conversion Price below the then par
value of the shares of Common Stock issuable upon conversion of the Class B
Preferred Stock, the Corporation will take any corporate action which may, in
the opinion of its counsel, be necessary in order that the Corporation may
validly and legally issue fully paid and nonassessable shares of Common Stock at
such adjusted Conversion Price.

              h. ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the
Corporation shall at any time after the original date of issuance of the Class B
Preferred Stock effect a subdivision of the outstanding Common Stock, the
Conversion Price then in effect immediately before that subdivision shall be
proportionately decreased. If the Corporation shall at any time after the
original date of issuance of the Class B Preferred Stock combine the outstanding
shares of Common Stock, the Conversion Price then in effect immediately before
the combination shall be proportionately increased. Any adjustment under this
paragraph shall become effective at the close of business on the date the
subdivision or combination becomes effective.

              i. ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. In the
event the Corporation at any time after the original date of issuance of the
Class B Preferred Stock shall make or issue, or fix a record date for the
determination of holders of Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock, then and in each such
event the Conversion Price for the Class B Preferred Stock then in effect shall
be decreased as of the time of such issuance or, in the event such a record date
shall have been fixed, as of the close of business on such record date, by
multiplying the Conversion Price for the Class B Preferred Stock then in effect
by a fraction:

                   (i) the numerator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date, and

                   (ii) the denominator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution;
PROVIDED, HOWEVER, if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Conversion Price for the Class B Preferred Stock shall be
recomputed accordingly as of the close of business on such record date and
thereafter the Conversion Price for the Class B Preferred Stock shall


                                      -14-





be adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions; and PROVIDED FURTHER, HOWEVER, that no such
adjustment shall be made if the holders of Class B Preferred Stock
simultaneously receive a dividend or other distribution of shares of Common
Stock in a number equal to the number of shares of Common Stock as they would
have received if all outstanding shares of Class B Preferred Stock had been
converted into Common Stock on the date of such event.

              j. ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In the event
the Corporation at any time after the original date of issuance of the Class B
Preferred Stock shall make or issue, or fix a record date for the determination
of holders of Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Corporation other than shares of Common Stock, then
and in each such event provision shall be made so that the holders of the Class
B Preferred Stock shall receive upon conversion thereof in addition to the
number of shares of Common Stock receivable thereupon, the amount of securities
of the Corporation that they would have received had the Class B Preferred Stock
been converted into Common Stock on the date of such event and had they
thereafter, during the period from the date of such event to and including the
conversion date, retained such securities receivable by them as aforesaid during
such period, giving application to all adjustments called for during such period
under this paragraph with respect to the rights of the holders of the Class B
Preferred Stock; PROVIDED, HOWEVER, that no such adjustment shall be made if the
holders of Class B Preferred Stock simultaneously receive a dividend or other
distribution of such securities in an amount equal to the amount of such
securities as they would have received if all outstanding shares of Class B
Preferred Stock had been converted into Common Stock on the date of such event.

              k. ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE, OR SUBSTITUTION. If
the Common Stock issuable upon the conversion of the Class B Preferred Stock
shall be changed into the same or a different number of shares of any class or
classes of Stock whether by capital reorganization, reclassification, or
otherwise (other than a subdivision or combination of shares or stock dividend
provided for above, or a reorganization, merger, consolidation, or sale of
assets provided for below), then and in each such event the holder of each such
share of Class B Preferred Stock shall have the right thereafter to convert such
share into the kind and amount of shares of stock and other securities and
property receivable upon such reorganization, reclassification, or other change,
by holders of the number of shares of Common Stock into which such shares of
Class B Preferred Stock might have been converted immediately prior to such
reorganization, reclassification, or change, all subject to further adjustment
as provided herein.

              l. ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In case of any
consolidation or merger of the Corporation with or into another corporation or
the sale of all or substantially all of the assets of the Corporation to another
corporation, each share of Class B Preferred Stock shall thereafter be
convertible (or shall be converted into a security which shall be convertible)
into the kind and amount of shares of stock or other securities or property to
which a holder of the number of shares of Common Stock of the Corporation
deliverable upon conversion of such Class B Preferred Stock would have been
entitled upon such consolidation, merger or sale; and, in such case, appropriate


                                      -15-




adjustment (as determined in good faith by the Board of Directors) shall be made
in the application of the provisions in this Section D.4. set forth with respect
to the rights and interest thereafter of the holders of the Class B Preferred
Stock, to the end that the provisions set forth in this Section D.4. (including
provisions with respect to changes in and other adjustments of the Conversion
Price) shall thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other property thereafter deliverable upon
the conversion of the Class B Preferred Stock.

              m. CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
adjustment or readjustment of the Conversion Price pursuant to this Section
D.4., the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Class B Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Class B Preferred Stock, furnish or cause to be furnished
to such holder a similar certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Price then in effect, and (iii) the number of
shares of Common Stock and the amount, if any, of other property which then
would be received upon the conversion of Class B Preferred Stock.

              n. NOTICE OF RECORD DATE. In the event:

                   (i) the Corporation declares a dividend (or any other
distribution) on its Common Stock payable in Common Stock or other securities of
the Corporation;

                   (ii) that the Corporation subdivides or combines its
outstanding shares of Common Stock;

                   (iii) of any reclassification of the Common Stock of the
Corporation (other than a subdivision or combination of its outstanding shares
of Common Stock or a stock dividend or stock distribution thereon), or of any
consolidation or merger of the Corporation into or with another corporation, or
of the sale of all or substantially all of the assets of the Corporation; or

                   (iv) of the involuntary or voluntary dissolution, liquidation
or winding up of the Corporation;

then the Corporation shall cause to be filed at its principal office or at the
office of the transfer agent of the Class B Preferred Stock, and shall cause to
be mailed to the holders of the Class B Preferred Stock at their last addresses
as shown on the records of the Corporation or such transfer agent, at least ten
days prior to the date specified in (A) below or twenty days before the date
specified in (B) below, a notice stating:

                        (A) the record date of such dividend, distribution,
subdivision or combination, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such dividend,
distribution, subdivision or combination are to be determined, or


                                      -16-




                        (B) the date on which such reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up is expected
to become effective, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such reclassification,
consolidation, merger, sale, dissolution or winding up.

         5. STATUS OF REACQUIRED SHARES. Shares of Class B Preferred Stock that
have been issued and reacquired in any manner shall (upon compliance with any
applicable provisions of the laws of the State of Delaware) have the status of
authorized and unissued shares of Class B Preferred Stock issuable in series
undesignated as to class and may be redesignated and reissued.

         6. EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required by
law or provided by contract, the shares of Class B Preferred Stock shall not
have any preferences or relative, participating, optional or other special
rights, other than those specifically set forth in this Fourth Amended and
Restated Certificate of Incorporation.

         7. IDENTICAL RIGHTS. Each share of the Class B Preferred Stock shall
have the same relative rights and preferences as, and shall be identical in all
respects with, all other shares of the Class B Preferred Stock.

         8. CERTIFICATES. So long as any shares of the Class B Preferred Stock
are outstanding, there shall be set forth on the face or back of each stock
certificate issued by the Corporation a statement that the Corporation shall
furnish without charge to each shareholder who so requests, a full statement of
the designation and relative rights, preferences and limitations of each class
of stock or series thereof that the Corporation is authorized to issue and of
the authority of the Board of Directors to designate and fix the relative
rights, preferences and limitations of each series.

         9. RANK. The Class B Preferred Stock shall rank senior to the Common
Stock, pari passu with the Class A Preferred Stock and Class C Preferred Stock
and junior to the Class D Preferred Stock, Class E Preferred Stock and Class F
Preferred Stock in right as to dividends and upon liquidating dissolution or
winding up of the Company.

E.       CLASS C PREFERRED STOCK.

         The Class C Preferred Stock shall have the following rights,
preferences, powers, privileges and restrictions, qualifications and
limitations:

         1. DIVIDENDS. The Corporation shall not declare or pay any
distributions (as defined below) on shares of Common Stock unless the
Corporation simultaneously declares or pays to the holders of the Class C
Preferred Stock then outstanding a distribution on each outstanding share of
Class C Preferred Stock in an amount equal to the product of (i) the per share
amount, if any, of the dividends or other distributions to be declared, paid or
set aside for the Common Stock, multiplied by (ii) the number of whole shares of
Common Stock into which such share of Class C Preferred Stock is then
convertible. For purposes of this Section E.1., unless the context requires
otherwise,


                                      -17-




"distribution" shall mean the transfer of cash or property without
consideration, whether by way of dividend or otherwise, payable other than in
Common Stock or other securities of the Corporation, or the purchase or
redemption of shares of the Corporation (other than (i) repurchases of Common
Stock held by employees or directors of, or consultants to, the Corporation upon
termination of their employment or services pursuant to agreements providing for
such repurchase at a price equal to the original issue price of such shares (ii)
repurchases pursuant to the Investors Rights Agreement, dated as of May 23,
2000, by and among the Corporation and holders of its capital stock, and (iii)
redemptions in liquidation or dissolution of the Corporation) for cash or
property, including any such transfer, purchase or redemption by a subsidiary of
this Corporation.

         2. LIQUIDATION, DISSOLUTION OR WINDING UP.

              a. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Class C
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Corporation available for distribution to its stockholders, after and
subject to the payment in full of all amounts required to be distributed to the
holders of any Preferred Stock ranking on liquidation prior and in preference to
the Class C Preferred Stock, but before any payment shall be made to the holders
of any Common Stock and any other class of stock that ranks junior to Class C
Preferred Stock upon liquidation by reason of their ownership thereof, an amount
equal to the liquidation distribution that would be paid to the holder of the
Class C Preferred Stock on the Class C Preferred Stock and any Common Stock held
by such holder if the Class C Preferred Stock had been converted into Common
Stock prior to the liquidation and any Common Stock that was issued or is
issuable by stock grant or upon exercise of stock options granted by the
Corporation to any present or former employee, director or consultant is treated
as not outstanding for purposes of determining the amount of such distribution.
If upon any such liquidation, dissolution or winding up of the Corporation the
remaining assets of the Corporation available for distribution to its
stockholders shall be insufficient to pay the holders of shares of Class C
Preferred Stock the full amount to which they shall be entitled, the holders of
shares of the Preferred Stock that is on parity with Class C Preferred Stock
shall share ratably in any distribution of the remaining assets and funds of the
Corporation in proportion to the respective amounts which would otherwise be
payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to such shares were paid in full.

              b. After the payment of all preferential amounts required to be
paid to the holders of Preferred Stock ranking on liquidation prior and in
preference to the Class C Preferred Stock, the Class C Preferred Stock and
Preferred Stock that is on a parity with Class C Preferred Stock, upon the
dissolution, liquidation or winding up of the Corporation, the holders of shares
of Common Stock and any other class of stock that ranks junior to Class C
Preferred Stock upon liquidation then outstanding shall be entitled to receive
the remaining assets and funds of the Corporation available for distribution to
its stockholders.

                                      -18-




         3. VOTING. Each holder of outstanding shares of Class C Preferred Stock
shall be entitled to the number of votes equal to the number of whole shares of
Common Stock into which the shares of Class C Preferred Stock held by such
holder are then convertible (as adjusted from time to time pursuant to Section
E.4. hereof), at each meeting of stockholders of the Corporation (and written
actions of stockholders in lieu of meetings) with respect to any and all matters
presented to the stockholders of the Corporation for their action or
consideration. Except as provided by law, holders of Class C Preferred Stock
shall vote together with the holders of Common Stock (and with any other class
of the Corporation's preferred stock similarly voting) as a single class.

         4. CONVERSION. All shares of Class C Preferred Stock shall convert into
shares of Common Stock in accordance with the provisions of this Section E.4.:

              a. MANDATORY CONVERSION DATE. The "Class C Mandatory Conversion
Date" shall occur upon the earliest to occur of: (i) the closing of the sale of
shares of Common Stock, in a public offering pursuant to an effective
registration statement under the Securities Act, (ii) the resolution of a
majority of the Board of Directors of the Corporation to effect a conversion of
the Class B Preferred Stock or Class C Preferred Stock, (iii) the conversion of
all of the outstanding Class A Preferred Stock into Common Stock pursuant to
Section C.4 or Section C.5 of this Article Fourth, or (iv) the automatic
conversion of the Class D Preferred Stock, Class E Preferred Stock and Class F
Preferred Stock pursuant to Sections F.5., G.5. and H.5. of this Article FOURTH.

              b. CONVERSION. Upon the Class C Mandatory Conversion Date, (i) all
outstanding shares of Class B Preferred Stock shall automatically be converted
into shares of Common Stock, at the then effective conversion rate and (ii) the
number of authorized shares of Preferred Stock shall be automatically reduced by
the number of shares of Preferred Stock that had been designated as Class C
Preferred Stock, and all provisions included under this Section C "Class C
Preferred Stock", and all references to the Class C Preferred Stock herein,
shall be deemed deleted from this Fourth Amended and Restated Certificate of
Incorporation and shall be of no further force or effect.

              c. NOTICE. All holders of record of shares of Class C Preferred
Stock shall be given prompt written notice of the Class C Mandatory Conversion
Date and the place designated for the surrender of the certificates representing
of all such shares of Class C Preferred Stock pursuant to this Section E.4. Such
notice need not be given in advance of the occurrence of the Class C Mandatory
Conversion Date. Such notice shall be sent by first class or registered mail,
postage prepaid, to each record holder of Class C Preferred Stock at such
holder's address last shown on the records of the transfer agent for the Class C
Preferred Stock (or the records of the Corporation, if it serves as its own
transfer agent). Upon receipt of such notice, each holder of shares of Class C
Preferred Stock shall surrender his or its certificate or certificates for all
such shares to the Corporation at the place designated in such notice, and shall
thereafter receive certificates for the number of shares of Common Stock to
which such holder is entitled pursuant to this Section E.4. On the Class C
Mandatory Conversion Date, all rights with respect to the Class C Preferred
Stock so converted, including the rights, if any, to receive notices and vote
(other than as a holder of Common Stock) will terminate, except for the rights
of

                                      -19-




the holders thereof, upon surrender of their certificate or certificates
therefor, to receive certificates for the number of shares of Common Stock into
which such Class C Preferred Stock has been converted, and payment of any
declared but unpaid dividends thereon, which rights shall continue. If so
required by the Corporation, certificates surrendered for conversion shall be
endorsed or accompanied by written instrument or instruments of transfer, in
form satisfactory to the Corporation, duly executed by the registered holder or
by his or its attorney duly authorized in writing. As soon as practicable after
each holder's surrender of the certificate or certificates for Class C Preferred
Stock of such holder, the Corporation shall cause to be issued and delivered to
such holder, or on his or its written order, a certificate or certificates for
the number of full shares of Common Stock issuable on such conversion in
accordance with the provisions hereof and cash as provided in Section E.4.(e),
below, in respect of any fraction of a share of Common Stock otherwise issuable
upon such conversion.

              d. CERTIFICATES. All certificates evidencing shares of Class C
Preferred Stock which are required to be surrendered for conversion in
accordance with the provisions hereof shall, from and after the Class C
Mandatory Conversion Date, be deemed to have been retired and canceled and the
shares of Class C Preferred Stock represented thereby converted into Common
Stock for all purposes, notwithstanding the failure of the holder or holders
thereof to surrender such certificates on or prior to such date. The Corporation
may thereafter take such appropriate action (without the need for stockholder
action) as may be necessary to reduce the authorized Class C Preferred Stock
accordingly.

              e. CONVERSION PRICE. On the Class C Mandatory Conversion Date,
each share of Class C Preferred Stock shall be converted into such number of
fully paid and nonassessable shares of Common Stock as is determined by dividing
$5.00 by the Conversion Price (as defined below) in effect at the time of
conversion. The "Conversion Price" shall initially be $5.00. Such initial
Conversion Price, and the rate at which shares of Class C Preferred Stock may be
converted into shares of Common Stock, shall be subject to adjustment as
provided below.

              f. FRACTIONAL Shares. No fractional shares of Common Stock shall
be issued upon conversion of the Class C Preferred Stock. In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the then
effective Conversion Price. Upon any such conversion, no adjustment to the
Conversion Price shall be made for any declared but unpaid dividends on the
Class C Preferred Stock surrendered for conversion or on the Common Stock
delivered upon conversion.

              g. RESERVATION OF SHARES. The Corporation shall at all times when
the Class C Preferred Stock shall be outstanding, reserve and keep available out
of its authorized but unissued stock, for the purpose of effecting the
conversion of the Class C Preferred Stock, such number of its duly authorized
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding Class C Preferred Stock. Before taking any action
which would cause an adjustment reducing the Conversion Price below the then par
value of the shares of Common Stock issuable upon

                                      -20-




conversion of the Class C Preferred Stock, the Corporation will take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Corporation may validly and legally issue fully paid and nonassessable
shares of Common Stock at such adjusted Conversion Price.

              h. ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the
Corporation shall at any time after the original date of issuance of the Class C
Preferred Stock effect a subdivision of the outstanding Common Stock, the
Conversion Price then in effect immediately before that subdivision shall be
proportionately decreased. If the Corporation shall at any time after Class C
Preferred Stock combine the outstanding shares of Common Stock, the Conversion
Price then in effect immediately before the combination shall be proportionately
increased. Any adjustment under this paragraph shall become effective at the
close of business on the date the subdivision or combination becomes effective.

              i. ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. In the
event the Corporation at any time after the original date of issuance of the
Class C Preferred Stock shall make or issue, or fix a record date for the
determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in additional shares of Common Stock, then and in
each such event the Conversion Price for the Class C Preferred Stock then in
effect shall be decreased as of the time of such issuance or, in the event such
a record date shall have been fixed, as of the close of business on such record
date, by multiplying the Conversion Price for the Class C Preferred Stock then
in effect by a fraction:

                   (i) the numerator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date, and

                   (ii) the denominator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution;
PROVIDED, HOWEVER, if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Conversion Price for the Class C Preferred Stock shall be
recomputed accordingly as of the close of business on such record date and
thereafter the Conversion Price for the Class C Preferred Stock shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions; and PROVIDED FURTHER, HOWEVER, that no such
adjustment shall be made if the holders of Class C Preferred Stock
simultaneously receive a dividend or other distribution of shares of Common
Stock in a number equal to the number of shares of Common Stock as they would
have received if all outstanding shares of Class C Preferred Stock had been
converted into Common Stock on the date of such event.

              j. ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In the event
the Corporation at any time after the original date of issuance of the Class C
Preferred Stock shall make or issue, or fix a record date for the determination
of holders of Common

                                      -21-




Stock entitled to receive a dividend or other distribution payable in securities
of the Corporation other than shares of Common Stock, then and in each such
event provision shall be made so that the holders of the Class C Preferred Stock
shall receive upon conversion thereof in addition to the number of shares of
Common Stock receivable thereupon, the amount of securities of the Corporation
that they would have received had the Class C Preferred Stock been converted
into Common Stock on the date of such event and had they thereafter, during the
period from the date of such event to and including, the conversion date,
retained such securities receivable by them as aforesaid during such period,
giving application to all adjustments called for during such period under this
paragraph with respect to the rights of the holders of the Class C Preferred
Stock; and PROVIDED, HOWEVER, that no such adjustment shall be made if the
holders of Class C Preferred Stock simultaneously receive a dividend or other
distribution of such securities in an amount equal to the amount of such
securities as they would have received if all outstanding shares of Class C
Preferred Stock had been converted into Common Stock on the date of such event.

              k. ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE, OR SUBSTITUTION. If
the Common Stock issuable upon the conversion of the Class C Preferred Stock
shall be changed into the same or a different number of shares of any class or
classes of Stock whether by capital reorganization, reclassification, or
otherwise (other than a subdivision or combination of shares or stock dividend
provided for above, or a reorganization, merger, consolidation, or sale of
assets provided for below), then and in each such event the holder of each such
share of Class C Preferred Stock shall have the right thereafter to convert such
share into the kind and amount of shares of stock and other securities and
property receivable upon such reorganization, reclassification, or other change,
by holders of the number of shares of Common Stock into which such shares of
Class C Preferred Stock might have been converted immediately prior to such
reorganization, reclassification, or change, all subject to further adjustment
as provided herein.

              l. ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In case of any
consolidation or merger of the Corporation with or into another corporation or
the sale of all or substantially all of the assets of the Corporation to another
corporation, each share of Class C Preferred Stock shall thereafter be
convertible (or shall be converted into a security which shall be convertible)
into the kind and amount of shares of stock or other securities or property to
which a holder of the number of shares of Common Stock of the Corporation
deliverable upon conversion of such Class C Preferred Stock would have been
entitled upon such consolidation, merger or sale; and, in such case, appropriate
adjustment (as determined in good faith by the Board of Directors) shall be made
in the application of the provisions in this Section E.4. set forth with respect
to the rights and interest thereafter of the holders of the Class C Preferred
Stock, to the end that the provisions set forth in this Section E.4. (including
provisions with respect to changes in and other adjustments of the Conversion
Price) shall thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other property thereafter deliverable upon
the conversion of the Class B Preferred Stock.

              m. CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
adjustment or readjustment of the Conversion Price pursuant to this
Section E.4., the

                                      -22-




Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Class C Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Class C Preferred Stock, furnish or cause to be furnished
to such holder a similar certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Price then in effect, and (iii) the number of
shares of Common Stock and the amount, if any, of other property which then
would be received upon the conversion of Class C Preferred Stock.

              n. NOTICE OF RECORD DATE. In the event:

                   (i) that the Corporation declares a dividend (or any other
distribution) on its Common Stock payable in Common Stock or other securities of
the Corporation;

                   (ii) that the Corporation subdivides or combines its
outstanding shares of Common Stock;

                   (iii) of any reclassification of the Common Stock of the
Corporation (other than a subdivision or combination of its outstanding shares
of Common Stock or a stock dividend or stock distribution thereon), or of any
consolidation or merger of the Corporation into or with another corporation, or
of the sale of all or substantially all of the assets of the Corporation; or

                   (iv) of the involuntary or voluntary dissolution, liquidation
or winding up of the Corporation;

then the Corporation shall cause to be filed at its principal office or at the
office of the transfer agent of the Class C Preferred Stock, and shall cause to
be mailed to the holders of the Class C Preferred Stock at their last addresses
as shown on the records of the Corporation or such transfer agent, at least ten
days prior to the date specified in (A) below or twenty days before the date
specified in (B) below, a notice stating:

                        (A) record date of such dividend, distribution,
subdivision or combination, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such dividend,
distribution, subdivision or combination are to be determined, or

                        (B) the date on which such reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up is expected
to become effective, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such reclassification,
consolidation, merger, sale, dissolution or winding up.

         5. STATUS OF REACQUIRED SHARES. Shares of Class C Preferred Stock that
have been issued and reacquired in any manner shall (upon compliance with any
applicable

                                      -23-




provisions of the laws of the State of Delaware) have the status of authorized
and unissued shares of Class C Preferred Stock issuable in series undesignated
as to class and may be redesignated and reissued.

         6. EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required by
law or provided by contract, the shares of Class C Preferred Stock shall not
have any preferences or relative, participating, optional or other special
rights, other than those specifically set forth in this Fourth Amended and
Restated Certificate of Incorporation.

         7. IDENTICAL RIGHTS. Each share of the Class C Preferred Stock shall
have the same relative rights and preferences as, and shall be identical in all
respects with, all other shares of the Class C Preferred Stock.

         8. CERTIFICATES. So long as any shares of the Class C Preferred Stock
are outstanding, there shall be set forth on the face or back of each stock
certificate issued by the Corporation a statement that the Corporation shall
furnish without charge to each shareholder who so requests, a full statement of
the designation and relative rights, preferences and limitations of each class
of stock or series thereof that the Corporation is authorized to issue and of
the authority of the Board of Directors to designate and fix the relative
rights, preferences and limitations of each series.

         9. RANK. The Class C Preferred Stock shall rank senior to the Common
Stock, pari passu with the Class A Preferred Stock and Class B Preferred Stock
and junior to the Class D Preferred Stock, Class E Preferred Stock and Class F
Preferred Stock in right as to dividends and upon liquidating dissolution or
winding up of the Company.

F.       CLASS D PREFERRED STOCK.

         The Class D Preferred Stock shall have the following rights,
preferences, powers, privileges and restrictions, qualifications and
limitations:

         1. CLASS D STATED VALUE: CLASS D DATE OF ISSUE. The Class D Preferred
Stock shall have a stated value of $2.50 per share (the "Class D Stated Value').
The date a share of Class D Preferred Stock is issued is referred to herein as
its "Class D Date of Issue," and the date the first share of Class D Preferred
Stock is issued is referred to herein as the "Original Class D Date of Issue."

         2. DIVIDENDS.

              a. The holders of shares of Class D Preferred Stock shall be
entitled to receive with respect to each share, when and as declared by the
Board of Directors of the Corporation, out of assets legally available for such
purpose, cumulative dividends at an annual rate, based on a year of 360 days
consisting of 12 thirty-day months, equal to 12.5% prior to May 23, 2000 and 6%
on and after May 23, 2000 applied to the amount of the Class D Stated Value per
share of Class D Preferred Stock. Such dividends shall be payable in respect of
each share of Class D Preferred Stock quarterly, in arrears, on the last day of
March, June, September and December in each year (each a "Class D Dividend
Payment Date"), commencing on the first such date to occur which is at least

                                      -24-




thirty days after its Class D Date of Issue. The dividend payable on the first
Class D Dividend Payment Date shall be calculated and based on the period from
the Class D Date of Issue through such Class D Dividend Payment Date. Each
period commencing on the later of the Class D Date of Issue of a share of the
Class D Preferred Stock or the first day after the last preceding Class D
Dividend Payment Date and ending on the next Class D Dividend Payment Date or,
in the case of a final dividend, the effective date of a liquidating
distribution, conversion of such shares of Class D Preferred Stock into Common
Stock or redemption of such shares of Class D Preferred Stock is referred to
herein as a "Class D Dividend Period." If the date fixed for payment of a final
liquidating distribution on any shares of Class D Preferred Stock, the date on
which any shares of Class D Preferred Stock are converted into Common Stock or
the date on which any shares of Class D Preferred Stock are redeemed does not
coincide with a Class D Dividend Payment Date, then subject to the provisions
hereof relating to such liquidating distribution, conversion or redemption, the
final Class D Dividend Period applicable to such shares shall be the period from
the last Class D Dividend Payment Date prior to the date such liquidating
distribution, conversion or redemption occurs through the effective date of such
liquidating distribution, conversion or redemption. Notwithstanding any other
provision herein, no dividend shall be payable on the Class D Preferred Stock
after May 23, 2000 without the prior approval of the Board of Directors of the
Corporation. Dividends paid pursuant to this Section F.2 shall be paid on a pari
passu basis with dividends paid pursuant to Section G.2 and H. 2 herein.

              b. Dividends accrued under Section 2.a above on each share of
Class D Preferred Stock after May 23, 2000 may be paid only in cash.

              c. If full dividends on all outstanding shares of Class D
Preferred Stock at the rates per share set out in this Section F.2 have not been
declared and paid or irrevocably set aside in trust for payment for the then
current Class D Dividend Period and all prior Class D Dividend Periods, the
Corporation shall not (i) declare or pay or set aside for payment any dividends
or make any other distribution or payments on the Common Stock, the Class A
Preferred Stock, Class B Preferred Stock, Class C Preferred Stock, or any other
securities of the Corporation ranking junior to shares of Class D Preferred
Stock with respect to the payment of dividends or upon liquidation (the "Class D
Junior Stock") or (ii) make any payment on account of the purchase, redemption
or other retirement of, or pay or make available any money for a sinking fund
for the redemption of, any Class D Junior Stock. No dividends shall be declared
or paid or set aside for payment and no other distribution or payment shall be
made with regard to any Class D Junior Stock, unless full dividends have been
declared and paid or irrevocably set aside for payment with regard to the Class
D Preferred Stock for the then current Class D Dividend Period and at least
three prior consecutive Class D Dividend Periods. For purposes of this Section
F.2.(c), unless the context requires otherwise, "distribution" means the
transfer of cash or property without consideration, whether by way of dividend
or otherwise, payable other than in Common Stock or other securities of the
Corporation or the purchase or redemption of shares of capital stock of the
Corporation (other than (i) repurchases of Common Stock held by employees or
directors of, or consultants to, the Corporation upon termination of their
employment or services pursuant to agreements providing for such repurchase at a
price equal to the original issue


                                      -25-




price of such shares (ii) repurchases pursuant to the Investors Rights
Agreement, dated as of May 23, 2000, by and among the Corporation and holders of
its capital stock, and (iii) redemptions in liquidation or dissolution of the
Corporation) for cash or property, including any such transfer purchase or
redemption by a subsidiary of this Corporation.

         3. LIQUIDATION, DISSOLUTION OR WINDING UP.

              a. In the event of any voluntary or involuntary liquidation,
dissolution or winding up (collectively, a "Liquidation") of the Corporation,
holders of shares of Class D Preferred Stock then outstanding shall be entitled
to be paid out of the assets of the Corporation available for distribution to
its stockholders, but after and subject to the payment in full of all amounts
required to be distributed to the holders of Class F Preferred Stock and any
other class or series of stock of the Corporation ranking on liquidation prior
and in preference to the Class D Preferred Stock, including any class of
Preferred Stock subsequently created by the Board of Directors and designated as
ranking in preference to the Class D Preferred Stock (collectively referred to
as "Class D Senior Preferred Stock"), but before any payment shall be made to
the holders of Class D Junior Stock by reason of their ownership thereof, an
amount per share of Class D Preferred Stock equal to the sum of its Class D
Stated Value, plus the amount per share of the cumulative dividends accrued but
unpaid thereon through the date of such Liquidation. If upon any such
Liquidation the remaining assets of the Corporation available for distribution
to its stockholders shall be insufficient to pay the holders of shares of Class
D Preferred Stock the full amount to which they shall be entitled, the holders
of shares of Class D Preferred Stock and any class or series of stock ranking in
liquidation on parity with the Class D Preferred Stock (the "Class D Parity
Preferred Stock") shall share ratably in any distribution of the remaining
assets and funds of the Corporation in proportion to the respective amounts
which would otherwise be payable in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to such shares were paid
in full.

              b. After the payment of all preferential amounts required to be
paid to the holders of Class D Senior Preferred Stock, Class D Preferred Stock
and Class D Parity Preferred Stock, upon dissolution, liquidation or winding up
of the Corporation, the holders of Class D Junior Stock then outstanding shall,
be entitled to receive the remaining assets and funds of the Corporation
available for distribution to its stockholders pursuant to Sections C.2, D.2 and
E.2 of this Article FOURTH.

         4. VOTING RIGHTS. Holders of Class D Preferred Stock shall have the
following voting rights in addition to any voting rights provided by the General
Corporation Law of the State of Delaware:

              a. CERTAIN AMENDMENTS. Holders of Class D Preferred Stock shall
have the right to vote on any amendment to this Restated Certificate of
Incorporation that will affect the rights of the holders of Class D Preferred
Stock in any way, and the affirmative vote of not less than two-thirds of the
votes entitled to be cast by holders of Class D Preferred Stock, voting as a
single class, on any such matter shall be required for approval of such
amendment.

                                      -26-




              b. GENERAL MATTERS. Except as to the matters specified in Section
F.4.a and any other matters as to which holders of Class D Preferred Stock have
the right to vote separately as a class under the General Corporation Law of the
State of Delaware or otherwise, holders of Class D Preferred Stock shall have
the right to vote on any matter as to which holders of the Common Stock have the
right to vote. With regard to any such matter, holders of Class D Preferred
Stock shall vote together with holders of the Common Stock (and with any other
class of the Corporation's preferred stock similarly voting) as a single class.

              c. NUMBER OF VOTES. With respect to any of the matters specified
in this Section F.4., each holder of Class D Preferred Stock shall be entitled
to cast a number of votes equal to the number of whole shares of Common Stock
into which the shares of Class D Preferred Stock held by such holder could be
converted pursuant to the provisions of Section F.5. hereof as of the record
date for the determination of the stockholders entitled to vote on such matter
or, if no such record date is established, the date such vote is taken or
written consent of stockholders is solicited.

         5. CONVERSION. The outstanding shares of Class D Preferred Stock shall
be convertible into shares of Common Stock as follows:

              a. AUTOMATIC CONVERSION.

                   (i) Each share of Class D Preferred Stock automatically shall
be converted into validly authorized and issued, fully paid and nonassessable
shares of Common Stock, as provided herein, immediately prior to the
consummation of a Change in Control or a Qualified Public Offering (as each term
is defined below). As used in this Section F.5, a "Change in Control" shall mean
the occurrence after the Original Class D Date of Issue of any of the following:
(x) the acquisition of voting securities (other than upon the conversion of any
class of Preferred Stock) of the Corporation in a single transaction or series
of related transactions by any person or group of persons that results in such
person or group, together with its affiliates, becoming, directly or indirectly,
the beneficial owner of in excess of 50% of the outstanding voting securities of
the Corporation; (y) a merger or consolidation of the Corporation with any other
corporation or legal entity regardless of which entity is the survivor, other
than a merger or consolidation which would result in the voting securities (or
Preferred Stock convertible into voting securities) of the Corporation
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or being converted into voting securities of the surviving
entity) in excess of 50% of the voting securities of the Corporation or such
surviving entity outstanding immediately after such merger or consolidation; or
(z) the sale or disposition of all or substantially all of the Corporation's
assets in a single transaction or series of related transactions other than in a
transaction in which holders of the voting securities of the Corporation
immediately prior to such transaction receive voting securities of the acquiror
of such assets or its affiliate, that represent in excess of 50% of the voting
securities of such entity after consummation of such transaction. As used in
this Restated Certificate, "Qualified Public Offering" shall mean an
underwritten public offering of Common Stock pursuant to an effective
registration statement under the Securities Act of 1933, as amended, that (x)
results in the


                                      -27-




Corporation receiving at least $30 million in gross proceeds and (y) that is
made at an initial offering price per share that reflects a market
capitalization value prior to such offering of at least $200 million for the
Corporation.

                   (ii) Immediately prior to the consummation of a Change in
Control, the outstanding shares of Class D Preferred Stock shall be converted
into shares of Common Stock automatically without any further action by the
holders of such shares and whether or not the certificates representing such
shares are surrendered to the Corporation or its transfer agent, provided,
however, that the Corporation shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon such conversion unless the
certificates evidencing such shares of Class D Preferred Stock are either
delivered to the Corporation or its transfer agent as provided below, or the
holder thereof notifies the Corporation or its transfer agent that such
certificates have been lost, stolen or destroyed and executes an agreement
reasonably satisfactory to the Corporation to indemnify the Corporation from any
loss incurred by it in connection with such certificates. Upon the occurrence of
such automatic conversion of the Class D Preferred Stock, the holders of Class D
Preferred Stock shall surrender the certificates representing such shares at the
office of the Corporation or any transfer agent for Class D Preferred Stock or
Common Stock. Thereupon, there shall be issued and delivered to such holder
promptly at such office and in its name as shown on such surrendered certificate
or certificates, a certificate or certificates for the number of shares of
Common Stock into which the Shares of Class D Preferred Stock surrendered were
convertible on the date on which such automatic conversion occurred, and the
Corporation promptly shall pay all declared but unpaid dividends calculated
through the effective date of conversion on the shares of Class D Preferred
Stock converted.

              b. OPTIONAL CONVERSION. Each share of Class D Preferred Stock
shall be convertible, at any time, at the option of the holder thereof, into
validly authorized and issued, fully paid and nonassessable shares of Common
Stock as provided herein.

              c. CLASS D CONVERSION PRICE. Each share of Class D Preferred Stock
shall be convertible in accordance with Section F.5.(a) or F.5.(b) above into
the number of shares of Common Stock which results from dividing the Class D
Stated Value for such share by the Class D Conversion Price for such share that
is in effect at the time of conversion computed as provided herein (the "Class D
Conversion Price"). The initial Class D Conversion Price for this Class shall be
the Class D Stated Value. The Class D Conversion Price shall be subject to
adjustment from time to time as provided in this Section F.5.

              d. ADJUSTMENT FOR STOCK SPLITS, AND COMBINATIONS. If the
Corporation shall at any time or from time to time after the Original Class D
Date of Issue of the Class D Preferred Stock effect a stock split or subdivision
of the outstanding Common Stock, the Class D Conversion Price for the Class D
Preferred Stock in effect immediately before that subdivision shall be
proportionately decreased, and, conversely, if the Corporation shall at any time
or from time to time after the Original Class D Date of Issue of the Class D
Preferred Stock combine the outstanding shares of Common Stock into a smaller
number of shares, the Class D Conversion Price for the Class D Preferred



                                      -28-




Stock in effect immediately before the combination shall be proportionately
increased. Any adjustment under this Section F.5.(d) shall become effective at
the close of business on the date the stock split, subdivision or combination
becomes effective.

              e. ADJUSTMENT FOR COMMON STOCK DIVIDENDS AND DISTRIBUTIONS. If the
Corporation at any time or from time to time after the Class D Date of Issue of
the Class D Preferred Stock issues, or fixes a record date for the determination
of holders of Common Stock entitled to receive, a dividend or other distribution
payable solely in additional shares of Common Stock, in each such event the
Class D Conversion Price for the Class D Preferred Stock that is then in effect
shall be decreased as of the time of such issuance or, in the event such record
date is fixed, as of the close of business on such record date, by multiplying
the Class D Conversion Price then in effect by a fraction:

                   (i) numerator of which is the total number of shares of
Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date, and

                   (ii) the denominator of which is the sum f the total number
of shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution;
PROVIDED, HOWEVER, that if such record date is fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor,
the Class D Conversion Price shall be recomputed accordingly as of the close of
business on such record date and thereafter the Class D Conversion Price shall
be adjusted pursuant to this Section F.5.(e) to reflect the actual payment of
such dividend or distribution.

              f. ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. If the
Corporation at any time or from time to time after the Original Class D Date of
Issue of the Class D Preferred Stock issues, or fixes a record date for the
determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in securities of the Corporation other than shares of
Common Stock or other property, in each such event provision shall be made so
that the holders of the Class D Preferred Stock shall receive upon conversion
thereof, in addition to the number of shares of Common Stock, receivable
thereupon, the amount of securities of the Corporation or other property which
they would have received had their Class D Preferred Stock been converted into
Common Stock on the date of such event and had they thereafter, during the
period from the date of such event to and including, the conversion date,
retained such securities or other property receivable by them as aforesaid
during such period, subject to all other adjustments called for during such
period under this Section F.5. with respect to the rights of the holders of the
Class D Preferred Stock or with respect to such other securities or other
property by their terms. As used herein, the term "other property" does not
include cash.

              g. ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If
at any time or from time to time after the Original Class D Date of Issue of the
Class D Preferred Stock, the Common Stock issuable upon the conversion of the
Class D

                                      -29-




Preferred Stock is changed into the same or a different number of shares of any
class or series of stock, whether by recapitalization, reclassification or
otherwise (other than a subdivision or combination of shares or stock dividend
or a reorganization, merger, consolidation or sale of assets provided for
elsewhere in this Section 5), then in any such event each holder of Class D
Preferred Stock shall have the right thereafter to convert such stock into the
kind and amount of stock and other securities and property receivable upon such
recapitalization, reclassification or other change by holders of the number of
shares of Common Stock into which such shares of Class D Preferred Stock could
have been converted immediately prior to such recapitalization, reclassification
or change, all subject to further adjustment as provided herein or with respect
to such other securities or property by the terms thereof.

              h. REORGANIZATIONS. If at any time or from time to time after the
Original Class D Date of Issue of the Class D Preferred Stock there is a capital
reorganization of the Common Stock (other than a recapitalization, subdivision,
combination, reclassification, exchange or substitution of shares provided for
elsewhere in this Section 5), as a part of such capital reorganization provision
shall be made so that the holders of Class D Preferred Stock shall thereafter be
entitled to receive upon conversion of the Class D Preferred Stock the number of
shares of stock or other securities or property of the company to which a holder
of the number of shares of Common Stock deliverable upon conversion would have
been entitled on such capital reorganization, subject to adjustment in respect
of such stock or securities by the terms thereof. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 5
with respect to the rights of the holders of Class D Preferred Stock after such
capital reorganization to the end that the provisions of this Section 5
(including adjustment of the Class D Conversion Price then in effect and the
number of shares issuable upon conversion of the Class D Preferred Stock) shall
be applicable after that event and be as nearly equivalent as practicable.

              i. SALE OF SHARES BELOW CLASS D CONVERSION PRICE.

                   (i) If at any time or from time to time after the Original
Class D Date of Issue of the Class D Preferred Stock, the Corporation issues
or sells, or is deemed by the provisions of clause (iii) of this Section 5(i)
to have issued or sold, Additional Shares of Common Stock (as hereinafter
defined), other than a subdivision or combination of shares of Common Stock
or as a dividend or other distribution of Common Stock as provided for
elsewhere in this Section 5, for an Effective Price (as hereinafter defined)
less than the then effective Class D Conversion Price for the Class D
Preferred Stock, then and in each such case the then existing Class D
Conversion Price for the Class D Preferred Stock shall be reduced as of the
close of business on the date of such issue or sale to a price equal to a
fraction (A) the numerator of which shall be (1) the number of shares of
Common Stock Equivalents Outstanding (as hereinafter defined) immediately
preceding such issue or sale multiplied by the then existing applicable Class
D Conversion Price, plus (2) the Aggregate Consideration Received (as
hereinafter defined) by the Corporation for the total number of Additional
Shares of Common Stock so issued or sold, and (B) the denominator of which
shall be (1) the number of shares of

                                      -30-




Common Stock Equivalents Outstanding immediately preceding such issue or sale
plus (2) the number of Additional Shares of Common Stock so issued or sold.

                   (ii) For the purpose of making any adjustment required under
this Section F.5.:

                        (A) "ADDITIONAL SHARES OF COMMON STOCK" means all shares
of Common Stock or Convertible Securities issued by the Corporation, whether or
not subsequently reacquired or retired by the Corporation, other than Management
Common Stock (as defined below) to the extent such Management Common Stock
constitutes no more than 10% of the total outstanding Common Stock or Common
Stock issued upon the exercise or conversion of Convertible Securities or the
issuance of Common Stock or Convertible Securities to persons or entities with
which the Company has business relationships provided such issuances are for
other than primarily equity financing purposes and provided that at the time of
any such issuance, the aggregate of such issuance and similar issuances in the
preceding twelve-month period do not exceed 2% of the then outstanding Common
Stock of the Company (assuming full conversion and exercise of all convertible
and exercisable securities then outstanding) or such issuance is expressly
approved by a majority of the directors who are affiliates of the holders of
Class D Preferred Stock on the Company's Board of Directors. The 10% limitation
on Management Common Stock set forth in the immediately preceding sentence shall
apply only during periods prior to any Qualified Public Offering.

                        (B) "AGGREGATE CONSIDERATION RECEIVED" by the
Corporation for any issue or sale of securities shall (1) to the extent it
consists of cash, be computed at the gross amount of cash received by the
Corporation before deduction of any underwriting or similar commissions,
compensation or concessions paid or allowed by the Corporation in connection
with such issue or sale and without deduction of any expenses payable by the
Corporation, (2) to the extent it consists of property other than cash, be
computed at the fair value of that property as determined in good faith by the
Board of Directors of the Corporation, and (3) if Additional Shares of Common
Stock or Convertible Securities are issued or sold together with other stock or
securities or other assets of the Corporation for a consideration which covers
both, be computed as the portion of the consideration so received that may be
reasonably determined in good faith by the Board of Directors of the Corporation
to be allocable to such Additional Shares of Common Stock or Convertible
Securities.

                        (C) "COMMON STOCK EQUIVALENTS OUTSTANDING" means all
shares of Common Stock that are outstanding plus all shares of Common Stock
issuable upon a conversion of Class D Preferred Stock or other Convertible
Securities.

                        (D) "CONVERTIBLE SECURITIES" means stock or other
securities (including but not limited to options, warrants and other rights) of
the Corporation exchangable for or convertible into shares of Common Stock.

                        (E) "EFFECTIVE PRICE" of Additional Shares of Common
Stock means the quotient determined by dividing the total number of Additional
Shares

                                      -31-




of Common Stock issued or sold, or deemed to have been issued or sold by the
Corporation under this Section F.5.(ii), into the Aggregate Consideration
Received, or deemed to have been received by the Corporation for such issue
under this Section F.5.(ii), for such Additional Shares of Common Stock.

                        (F) "MANAGEMENT COMMON STOCK" means all shares of Common
Stock issued or sold, or deemed to have been issued or sold by the Corporation
under this Section F.5.(ii), to employees, officers, directors, consultants or
advisers of the Corporation or any of its subsidiaries pursuant to any stock
purchase plan, stock option plan, stock bonus plan or other plan or agreement
approved by the Board of Directors of the Corporation.

                   (iii) For the purpose of making any adjustment to the Class D
Conversion Price of the Class D Preferred Stock required under this Section
F.5., if the Corporation issues or sells any Convertible Securities and if the
Effective Price of the shares of Common Stock issuable upon conversion of the
Convertible Securities is less than the Class D Conversion Price then in effect
for the Class D Preferred Stock, the Corporation shall be deemed to have issued
at the time of the issuance of such Convertible Securities that number of
Additional Shares of Common Stock equal to the maximum number of shares of
Common Stock issuable upon conversion thereof and to have received as
consideration for the issuance of such shares an amount equal to the total
amount of the consideration, if any, received by the Corporation for the
issuance of such Convertible Securities, plus the minimum amounts of
consideration, if any, payable to the Corporation (other than by cancellation of
liabilities or obligations evidenced by such Convertible Securities) upon the
conversion thereof; provided that:

                        (A) if the minimum amounts of such consideration cannot
be ascertained, but are a function of antidilution or similar protective
clauses, the Corporation shall be deemed to have received the minimum amounts of
consideration without reference to such clauses;

                        (B) if the minimum amount of consideration payable to
the Corporation upon the conversion of Convertible Securities is reduced over
time or on the occurrence or non-occurrence of specified events other than by
reason of antidilution adjustments, the Effective Price shall be recalculated
using the figure to which such minimum amount of consideration is reduced;

                        (C) if the minimum amount of consideration payable to
the Corporation upon the conversion of Convertible Securities is subsequently
increased, the Effective Price shall be again recalculated using the increased
minimum amount of consideration payable to the Corporation upon the conversion
of Convertible Securities; and

                        (D) no further adjustment of the Class D Conversion
Price, adjusted or subject to adjustment upon the issuance of such convertible
Securities, shall be made as a result of the actual issuance of shares of Common
Stock on the conversion of any such Convertible Securities. If the conversion
privilege represented by any such

                                      -32-




Convertible Securities shall expire without having been exercised, the Class D
Conversion Price adjusted upon the issuance of such Convertible Securities shall
be readjusted to the Class D Conversion Price which would have been in effect
had an adjustment been made on the basis that the only shares of Common Stock so
issued were the shares of Common Stock, if any, actually issued or sold on the
exercise of such rights of conversion of such Convertible Securities, and such
shares of Common Stock, if any, were issued or sold for the consideration
received for issuing or selling the Convertible Securities actually convened,
plus the consideration, if any, actually received by the Corporation (other than
by cancellation of liabilities or obligations evidenced by such Convertible
Securities) on the conversion of such Convertible Securities, provided that such
readjustment shall not apply to prior conversions of Class D Preferred Stock.

              j. CERTIFICATE OF ADJUSTMENT. In each case of an adjustment or
readjustment of any Class D Conversion Price for the number of shares of Common
Stock or other securities issuable upon conversion of the Class D Preferred
Stock, the Corporation, at its own expense, shall cause its Chief Financial
Officer to compute such adjustment or readjustment in accordance with the
provisions hereof and prepare a certificate showing such adjustment or
readjustment, and shall mail such certificate, by first class mail, postage
prepaid, to each registered holder of the Class D Preferred Stock at the
holder's address as shown in the Corporation's books. The certificate shall set
forth such adjustment or readjustment, showing in detail the facts upon which
such adjustment or readjustment is based. No adjustment in the Class D
Conversion Price shall be required to be made unless it would result in an
increase or decrease of at least one cent, but any adjustments not made because
of this sentence shall be carried forward and taken into account in any
subsequent adjustment otherwise required hereunder.

              k. NOTICES OF RECORD DATE. Upon (i) the establishment by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or (ii) any capital reorganization of the
Corporation, any reclassification or recapitalization of the capital stock of
the Corporation, any merger or consolidation of the Corporation with or into any
other corporation, or any transfer of all or substantially all the assets of the
Corporation to any other person or any voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, the Corporation shall mail to each
holder of Class D Preferred Stock at least twenty days prior to the record date
specified therein a notice specifying (x) the date on which any such record is
to be taken for the purpose of such dividend or distribution and a description
of such dividend or distribution, (y) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, and (z) the date, if any, that is to
be fixed as to when the holders of record of Common Stock (or other securities)
shall be entitled to exchange their shares of Common Stock (or other securities)
for securities or other property deliverable upon such reorganization,
reclassification transfer, consolidation, merger, dissolution, liquidation or
winding up.

              l. MECHANICS OF CONVERSION. Each holder of Class D Preferred Stock
who desires to convert the same into shares of Common Stock pursuant to
Section 5(b)

                                      -33-




hereof shall surrender the certificate or certificates therefor, duly endorsed,
at the office of the Corporation or any transfer agent for the Class D Preferred
Stock or Common Stock, or notify the Corporation or its transfer agent that such
certificates have been lost, stolen or destroyed and execute an agreement
reasonably satisfactory to the Corporation to indemnify the Corporation from any
loss incurred by it in connection with such certificates, and, in either case,
shall give written notice to the Corporation at such office that such holder
elects to convert the same and shall state therein the number of shares of Class
D Preferred Stock being converted. Thereupon the Corporation shall promptly
issue and deliver at such office to such holder a certificate or certificates
for the number of shares of Common Stock to which such holder is entitled and
shall promptly pay in cash any declared or accrued and unpaid dividends on the
shares of Class D Preferred Stock being converted and any cash payable in lieu
of fractional shares. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
certificate representing the shares of Class D Preferred Stock to be converted,
and the person entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder of such shares
of Common Stock on such date.

              m. FRACTIONAL SHARES. No fractional shares of Common Stock shall
be issued upon conversion of Class D Preferred Stock. In lieu of any fractional
share to which the holder would otherwise be entitled, the Corporation shall pay
cash equal to the product (rounded to the nearest cent) of such fraction
multiplied by the Common Stock's per share fair market value as determined in
good faith by the Board of Directors of the Corporation as of the date of
conversion.

              n. RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Class D Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Class D Preferred Stock; and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of the Class D Preferred
Stock, the Corporation will take such corporate action as may, in the opinion of
its counsel, be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purpose.

              o. PAYMENT OF TAXES. The Corporation will pay all transfer taxes
or charges that may be imposed with respect to the issue or delivery of shares
of Common Stock upon conversion of shares of Class D Preferred Stock, except for
any tax or other charge imposed in connection with any transfer involved in the
issue and delivery of shares of Common Stock in a name other than that in which
the shares of Class D Preferred Stock so converted were registered.

              p. NO IMPAIRMENT. The Corporation shall not amend its Certificate
of Incorporation or participate in any reorganization, transfer of assets
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action for the purpose of avoiding or seeking to avoid the observance
or performance of any of the

                                      -34-




terms to be observed or performed hereunder by the Corporation, but shall at all
times in good faith assist in carrying out all such action as may be reasonably
necessary or appropriate in order to protect the conversion rights of the
holders of the Class D Preferred Stock against dilution or other impairment as
provided herein.

         6. REDEMPTION.

              a. At any time on or after December 31, 2004, with the approval of
the Class F Holders pursuant to Section H.4.a.v, each holder of shares of Class
D Preferred Stock shall have the right, at the option of such holder, to require
the Corporation to redeem all or less than all of the shares of Class D
Preferred Stock owned by such holder at a price per share equal to the
Redemption Price (as defined below). Such holder may exercise its redemption
right under this Section F.6. by delivering to the Corporation at its principal
offices a written notice (a "Redemption Notice") stating that such holder
exercises its redemption rights under this Section F.6. and setting forth the
number of shares of Class D Preferred Stock to be redeemed and an account of
such holder to which the Redemption Price for such shares shall be paid (the
"Class D Holder's Account"). Such Redemption Notice shall be accompanied by
either (i) the certificates representing the shares of Class D Preferred Stock
to be redeemed or (ii) a statement by such holder to the effect that such
certificates have been lost, stolen or destroyed and an agreement of such holder
to indemnify the Corporation from any loss incurred by it in connection with
such certificates. The Corporation shall promptly provide to all Class F Holders
a copy of any Redemption Notice it receives from a Class D Holder pursuant to
this Section F.6.a.

              b. Subject to Section H.6.d herein and G.6.d herein, within five
business days after the delivery of the Redemption Notice and the other
materials required by Section F.6.a hereof to the Corporation, the Corporation
shall pay the Redemption Price for the shares of Class D Preferred Stock so
redeemed by wire transfer of immediately available funds to the Class D Holder's
Account. In the event that the number of shares of Class D Preferred Stock
represented by the certificates delivered to the Corporation under Section
F.6.(a) hereof exceeds the number of shares redeemed, the Corporation shall
promptly deliver to the holder at such holder's last address appearing on the
books and records of the Corporation a certificate representing the number of
such shares of Class D Preferred Stock not redeemed.

              c. Such redemption shall be deemed to have been made as of the
close of business on the date of the receipt of such Redemption Notice by the
Corporation, and the rights of the holder thereof, except for the right to
receive the Redemption Price for such redeemed shares as provided in this
Section F.6., shall cease and terminate as to such redeemed shares on such date.

              d. Notwithstanding any other provision herein, upon receipt of a
copy of any Redemption Notice provided pursuant to Section H.6.a below, any
Class D Holder may elect, at any time within the applicable Redemption
Notification Period (as defined in Section H.6.a below), to redeem all or a
portion of such Class D Holder's shares pursuant to the terms set forth in this
Section F.6; provided, that if the funds of the

                                      -35-




Corporation legally available for redemption of shares of Class D Preferred
Stock and the Class F Preferred Stock or Class E Preferred Stock are
insufficient to redeem the total number of shares of Class D Preferred Stock and
Class F Preferred Stock or Class E Preferred Stock submitted for redemption
during the Redemption Notification Period, those funds which are legally
available will be used to redeem the maximum possible number of whole shares
ratably among the holders of such shares, on a capital contributed basis.

              e. As used herein, "Redemption Price" means the sum of the Class D
Stated Value multiplied by the number of shares to be redeemed, plus all accrued
but unpaid dividends thereon as of the effective date of such redemption.

              f. If the Corporation for any reason fails to redeem any of the
shares of Class D Preferred Stock in accordance with this Section 6 on or prior
to the redemption date determined in accordance with this Section 6, then,
notwithstanding anything to the contrary contained in this Restated Certificate
of Incorporation, the Corporation may not incur any indebtedness for money
borrowed (unless the proceeds of such incurrence of indebtedness are used to
make all overdue redemptions) or borrow or reborrow any amounts under any lines
of credit which it may then have outstanding without the prior written consent
of the holders of not less than a majority of the then outstanding shares of
Class D Preferred Stock voting as a single class.

              g. If the funds of the Corporation legally available for
redemption of shares of Class D Preferred Stock on a redemption are insufficient
to redeem the total number of shares of Class D Preferred Stock submitted for
redemption, those funds which are legally available will be used to redeem the
maximum possible number of whole shares ratably among the holders of such
shares. The shares of Class D Preferred Stock not redeemed shall remain
outstanding and entitled to all rights and preferences provided herein. At any
time thereafter when additional funds of the Corporation are legally available
for the redemption of such shares of Class D Preferred Stock, such funds will be
used, at the end of the next succeeding fiscal quarter, to redeem the balance of
such shares, or such portion thereof for which funds are then legally available.

         7. STATUS OF REACQUIRED SHARES. Shares of Class D Preferred Stock that
have been issued and reacquired in any manner shall (upon compliance with any
applicable provisions of the laws of the State of Delaware) have the status of
authorized and unissued shares of Class D Preferred Stock issuable in series
undesignated as to class and may be redesignated and reissued.

         8. EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required by
law or provided by contract, the shares of Class D Preferred Stock shall not
have any preferences or relative, participating, optional or other special
rights, other than those specifically set forth in this Fourth Amended and
Restated Certificate of Incorporation.

         9. IDENTICAL RIGHTS. Each share of the Class D Preferred Stock shall
have the same relative rights and preferences as, and shall be identical in all
respects with, all other shares of the Class D Preferred Stock.


                                      -36-




         10. CERTIFICATES. So long as any shares of the Class D Preferred Stock
are outstanding, there shall be set forth on the face or back of each stock
certificate issued by the Corporation a statement that the Corporation shall
furnish without charge to each shareholder who so requests, a full statement of
the designation and relative rights, preferences and limitations of each class
of stock or series thereof that the Corporation is authorized to issue and of
the authority of the Board of Directors to designate and fix the relative
rights, preferences and limitations of each series.

         11. RANK. Except as otherwise provided herein, the Class D Preferred
Stock shall rank senior to the Common Stock, Class A Preferred Stock, Class B
Preferred Stock and Class C Preferred Stock; pari passu with the Class E
Preferred Stock; and junior to the Class F Preferred Stock in right as to
dividends, and upon liquidating dissolution or winding up of the Company.

G.       CLASS E PREFERRED STOCK.

         The Class E Preferred Stock shall have the following rights,
preferences, powers, privileges and restrictions, qualifications and
limitations:

         1. CLASS E STATED VALUE: CLASS E DATE OF ISSUE. The Class E Preferred
Stock shall have a stated value of $3.12 per share (the "Class E Stated Value').
The date a share of Class E Preferred Stock is issued is referred to herein as
its "Class E Date of Issue," and the date the first share of Class E Preferred
Stock is issued is referred to herein as the "Original Class E Date of Issue."

         2. DIVIDENDS.

              a. The holders of shares of Class E Preferred Stock shall be
entitled to receive with respect to each share, when and as declared by the
Board of Directors of the Corporation, out of assets legally available for such
purpose, cumulative dividends at an annual rate, based on a year of 360 days
consisting of 12 thirty-day months, equal to 12.5% prior to May 23, 2000 and 6%
on and after May 23, 2000 applied to the amount of the Class E Stated Value per
share of Class E Preferred Stock. Such dividends shall be payable in respect of
each share of Class E Preferred Stock quarterly, in arrears, on the last day of
March, June, September and December in each year (each a "Class E Dividend
Payment Date"), commencing on the first such date to occur which is at least
thirty days after its Class E Date of Issue. The dividend payable on the first
Class E Dividend Payment Date shall be calculated and based on the period from
the Class E Date of Issue through such Class E Dividend Payment Date. Each
period commencing on the later of the Class E Date of Issue of a share of the
Class E Preferred Stock or the first day after the last preceding Class E
Dividend Payment Date and ending on the next Class E Dividend Payment Date or,
in the case of a final dividend, the effective date of a liquidating
distribution, conversion of such shares of Class E Preferred Stock into Common
Stock or redemption of such shares of Class E Preferred Stock is referred to
herein as a "Class E Dividend Period." If the date fixed for payment of a final
liquidating distribution on any shares of Class E Preferred Stock, the date on
which any shares of Class E Preferred Stock are converted into Common Stock or
the date on which any

                                      -37-





shares of Class E Preferred Stock are redeemed does not coincide with a Class E
Dividend Payment Date, then subject to the provisions hereof relating to such
liquidating distribution, conversion or redemption, the final Class E Dividend
Period applicable to such shares shall be the period from the last Class E
Dividend Payment Date prior to the date such liquidating distribution,
conversion or redemption occurs through the effective date of such liquidating
distribution, conversion or redemption. Notwithstanding any other provision
herein, no dividend shall be payable on the Class E Preferred Stock after May
23, 2000 without the prior approval of the Board of Directors of the
Corporation. Dividends paid pursuant to this Section G.2 shall be paid on a pari
passu basis with dividends paid pursuant to Section F.2 and H.2 herein.

              b. Dividends accrued under Section 2.a above on each share of
Class E Preferred Stock accrued after May 23, 2000 may be paid only in cash.

              c. If full dividends on all outstanding shares of Class E
Preferred Stock at the rates per share set out in this Section G.2. have not
been declared and paid or irrevocably set aside in trust for payment for the
then current Class E Dividend Period and all prior Class E Dividend Periods, the
Corporation shall not (i) declare or pay or set aside for payment any dividends
or make any other distribution or payments on the Common Stock, the Class A
Preferred Stock, Class B Preferred Stock, Class C Preferred Stock, or any other
securities of the Corporation ranking junior to shares of Class E Preferred
Stock with respect to the payment of dividends or upon liquidation (the "Class E
Junior Stock") or (ii) make any payment on account of the purchase, redemption
or other retirement of, or pay or make available any money for a sinking fund
for the redemption of, any Class E Junior Stock. No dividends shall be declared
or paid or set aside for payment and no other distribution or payment shall be
made with regard to any Class E Junior Stock, unless full dividends have been
declared and paid or irrevocably set aside for payment with regard to the Class
E Preferred Stock for the then current Class E Dividend Period and at least
three prior consecutive Class E Dividend Periods. For purposes of this Section
G.2.(c), unless the context requires otherwise, "distribution" means the
transfer of cash or property without consideration, whether by way of dividend
or otherwise, payable other than in Common Stock or other securities of the
Corporation or the purchase or redemption of shares of capital stock of the
Corporation (other than (i) repurchases of Common Stock held by employees or
directors of, or consultants to, the Corporation upon termination of their
employment or services pursuant to agreements providing for such repurchase at a
price equal to the original issue price of such shares (ii) repurchases pursuant
to the Investors Rights Agreement, dated as of May 23, 2000, by and among the
Corporation and holders of its capital stock, and (iii) redemptions in
liquidation or dissolution of the Corporation) for cash or property, including
any such transfer purchase or redemption by a subsidiary of this Corporation.

         3. LIQUIDATION, DISSOLUTION OR WINDING UP.

              a. In the event of any voluntary or involuntary liquidation,
dissolution or winding up (collectively, a "Liquidation") of the Corporation,
holders of shares of Class E Preferred Stock then outstanding shall be entitled
to be paid out of the assets of the Corporation available for distribution to
its stockholders, but after and subject to the


                                      -38-





payment in full of all amounts required to be distributed to the holders of
Class F Preferred Stock and any other class or series of stock of the
Corporation ranking on liquidation prior and in preference to the Class E
Preferred Stock, including any class of Preferred Stock subsequently created by
the Board of Directors and designated as ranking in preference to the Class E
Preferred Stock (collectively referred to as "Class E Senior Preferred Stock"),
but before any payment shall be made to the holders of Class E Junior Stock, by
reason of their ownership thereof, an amount per share of Class E Preferred
Stock equal to the sum of the Class E Stated Value, plus the amount per share of
the cumulative dividends accrued but unpaid thereon through the date of such
Liquidation. If upon any such Liquidation the remaining assets of the
Corporation available for distribution to its stockholders shall be insufficient
to pay the holders of shares of Class E Preferred Stock the full amount to which
they shall be entitled, the holders of shares of Class E Preferred Stock and any
class or series of stock ranking in liquidation on parity with the Class E
Preferred Stock (the "Class E Parity Preferred Stock") shall share ratably in
any distribution of the remaining assets and funds of the Corporation in
proportion to the respective amounts which would otherwise be payable in respect
of the shares held by them upon such distribution if all amounts payable on or
with respect to such shares were paid in full.

              b. After the payment of all preferential amounts required to be
paid to the holders of Class E Senior Preferred Stock, Class E Preferred Stock
and Class E Parity Preferred Stock, upon dissolution, liquidation or winding up
of the Corporation, the holders of Class E Junior Securities then outstanding
shall, be entitled to receive the remaining assets and funds of the Corporation
available for distribution to its stockholders pursuant to Section C.2, D.2, E.2
and F.3 of this Article FOURTH.

         4. VOTING RIGHTS. Holders of Class E Preferred Stock shall have the
following voting rights in addition to any voting rights provided by the General
Corporation Law of the State of Delaware:

              a. CERTAIN AMENDMENTS. Holders of Class E Preferred Stock shall
have the right to vote on any amendment to this Restated Certificate of
Incorporation that will affect the rights of the holders of Class E Preferred
Stock in any way, and the affirmative vote of not less than two-thirds of the
votes entitled to be cast by holders of Class E Preferred Stock, voting as a
single class, on any such matter shall be required for approval of such
amendment.

              b. GENERAL MATTERS. Except as to matters specified in Section
G.4.a and any other matters as to which holders of Class E Preferred Stock have
the right to vote separately as a class under the General Corporation Law of the
State of Delaware or otherwise, holders of Class E Preferred Stock shall have
the right to vote on any matter as to which holders of the Common Stock have the
right to vote. With regard to any such matter, holders of Class E Preferred
Stock shall vote together with holders of the Common Stock (and with any other
class of the Corporation's preferred stock similarly voting) as a single class.


                                      -39-




              c. NUMBER OF VOTES. With respect to any of the matters specified
in this Section G.4., each holder of Class E Preferred Stock shall be entitled
to cast a number of votes equal to the number of whole shares of Common Stock
into which the shares of Class E Preferred Stock held by such holder could be
converted pursuant to the provisions of Section G.5. hereof as of the record
date for the determination of the stockholders entitled to vote on such matter
or, if no such record date is established, the date such vote is taken or
written consent of stockholders is solicited.

         5. CONVERSION. The outstanding shares of Class E Preferred Stock shall
be convertible into shares of Common Stock as follows:

              a. AUTOMATIC CONVERSION.

                   (i) Each share of Class E Preferred Stock automatically shall
be converted into validly authorized and issued, fully paid and nonassessable
shares of Common Stock, as provided herein, immediately prior to the
consummation of a Change in Control (as defined below) or a Qualified Public
Offering. As used in this Section G.5, a "Change in Control" shall mean the
occurrence after the Original Class E Date of Issue of any of the following: (x)
the acquisition of voting securities (other than upon the conversion of any
class of Preferred Stock) of the Corporation in a single transaction or series
of related transactions by any person or group of persons that results in such
person or group, together with its affiliates, becoming, directly or indirectly,
the beneficial owner of in excess of 50% of the outstanding voting securities of
the Corporation; (y) a merger or consolidation of the Corporation with any other
corporation or legal entity regardless of which entity is the survivor, other
than a merger or consolidation which would result in the voting securities (or
Preferred Stock convertible into voting securities) of the Corporation
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or being converted into voting securities of the surviving
entity) in excess of 50% of the voting securities of the Corporation or such
surviving entity outstanding immediately after such merger or consolidation; or
(z) the sale or disposition of all or substantially all of the Corporation's
assets in a single transaction or series of related transactions other than in a
transaction in which holders of the voting securities of the Corporation
immediately prior to such transaction receive voting securities of the acquiror
of such assets or its affiliate, that represent in excess of 50% of the voting
securities of such entity after consummation of such transaction.

                   (ii) Immediately prior to the consummation of a Change in
Control, the outstanding shares of Class E Preferred Stock shall be converted
into shares of Common Stock automatically without any further action by the
holders of such shares and whether or not the certificates representing such
shares are surrendered to the Corporation or its transfer agent, provided,
however, that the Corporation shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon such conversion unless the
certificates evidencing such shares of Class E Preferred Stock are either
delivered to the Corporation or its transfer agent as provided below, or the
holder thereof notifies the Corporation or its transfer agent that such
certificates have been lost, stolen or destroyed and executes an agreement
reasonably satisfactory to the Corporation to indemnify the Corporation from any
loss incurred by it in connection with such

                                      -40-




certificates. Upon the occurrence of such automatic conversion of the Class E
Preferred Stock, the holders of Class E Preferred Stock shall surrender the
certificates representing such shares at the office of the Corporation or any
transfer agent for Class E Preferred Stock or Common Stock. Thereupon, there
shall be issued and delivered to such holder promptly at such office and in its
name as shown on such surrendered certificate or certificates, a certificate or
certificates for the number of shares of Common Stock into which the Shares of
Class E Preferred Stock surrendered were convertible on the date on which such
automatic conversion occurred, and the Corporation promptly shall pay all
declared but unpaid dividends calculated through the effective date of
conversion on the shares of Class E Preferred Stock converted.

              b. OPTIONAL CONVERSION. Each share of Class E Preferred Stock
shall be convertible, at any time or from time to time, at the option of the
holder thereof, into validly authorized and issued, fully paid and nonassessable
shares of Common Stock as provided herein.

              c. CLASS E CONVERSION PRICE. Each share of Class E Preferred Stock
shall be convertible in accordance with Section G.5.(a) or G.5.(b) above into
the number of shares of Common Stock which results from dividing the Class E
Stated Value for such share by the Class E Conversion Price for such share that
is in effect at the time of conversion computed as provided herein (the "Class E
Conversion Price"). The initial Class E Conversion Price for this Class shall be
the Class E Stated Value. The Class E Conversion Price shall be subject to
adjustment from time to time as provided in this Section G.5.

              d. ADJUSTMENT FOR STOCK SPLITS, AND COMBINATIONS. If the
Corporation shall at any time or from time to time after the Original Class E
Date of Issue of the Class E Preferred Stock effect a stock split or subdivision
of the outstanding Common Stock, the Class E Conversion Price for the Class E
Preferred Stock in effect immediately before that subdivision shall be
proportionately decreased, and, conversely, if the Corporation shall at any time
or from time to time after the Original Class E Date of Issue of the Class E
Preferred Stock combine the outstanding shares of Common Stock into a smaller
number of shares, the Class E Conversion Price for the Class E Preferred Stock
in effect immediately before the combination shall be proportionately increased.
Any adjustment under this Section G.5.(d) shall become effective at the close of
business on the date the stock split, subdivision or combination becomes
effective.

              e. ADJUSTMENT FOR COMMON STOCK DIVIDENDS AND DISTRIBUTIONS. If the
Corporation at any time or from time to time after the Class E Date of Issue of
the Class E Preferred Stock issues, or fixes a record date for the determination
of holders of Common Stock entitled to receive, a dividend or other distribution
payable solely in additional shares of Common Stock, in each such event the
Class E Conversion Price for the Class E Preferred Stock that is then in effect
shall be decreased as of the time of such issuance or, in the event such record
date is fixed, as of the close of business on such record date, by multiplying
the Class E Conversion Price then in effect by a fraction:

                                      -41-




                   (i) the numerator of which is the total number of shares of
Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date, and

                   (ii) the denominator of which is the sum of the total number
of shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution;
PROVIDED, HOWEVER, that if such record date is fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor,
the Class E Conversion Price shall be recomputed accordingly as of the close of
business on such record date and thereafter the Class E Conversion Price shall
be adjusted pursuant to this Section G.5.(e) to reflect the actual payment of
such dividend or distribution.

              f. ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. If the
Corporation at any time or from time to time after the Original Class E Date of
Issue of the Class E Preferred Stock issues, or fixes a record date for the
determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in securities of the Corporation other than shares of
Common Stock or other property, in each such event provision shall be made so
that the holders of the Class E Preferred Stock shall receive upon conversion
thereof, in addition to the number of shares of Common Stock, receivable
thereupon, the amount of securities of the Corporation or other property which
they would have received had their Class E Preferred Stock been converted into
Common Stock on the date of such event and had they thereafter, during the
period from the date of such event to and including, the conversion date,
retained such securities or other property receivable by them as aforesaid
during such period, subject to all other adjustments called for during such
period under this Section G.5. with respect to the rights of the holders of the
Class E Preferred Stock or with respect to such other securities or other
property by their terms. As used herein, the term "other property" does not
include cash.

              g. ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If
at any time or from time to time after the Original Class E Date of Issue of the
Class E Preferred Stock, the Common Stock issuable upon the conversion of the
Class E Preferred Stock is changed into the same or a different number of shares
of any class or series of stock, whether by recapitalization, reclassification
or otherwise (other than a subdivision or combination of shares or stock
dividend or a reorganization, merger, consolidation or sale of assets provided
for elsewhere in this Section 5), then in any such event each holder of Class E
Preferred Stock shall have the right thereafter to convert such stock into the
kind and amount of stock and other securities and property receivable upon such
recapitalization, reclassification or other change by holders of the number of
shares of Common Stock into which such shares of Class E Preferred Stock could
have been converted immediately prior to such recapitalization, reclassification
or change, all subject to further adjustment as provided herein or with respect
to such other securities or property by the terms thereof.

                                      -42-




              h. REORGANIZATIONS. If at any time or from time to time after the
Original Class E Date of Issue of the Class E Preferred Stock there is a capital
reorganization of the Common Stock (other than a recapitalization, subdivision,
combination, reclassification, exchange or substitution of shares provided for
elsewhere in this Section 5), as a part of such capital reorganization provision
shall be made so that the holders of Class E Preferred Stock shall thereafter be
entitled to receive upon conversion of the Class E Preferred Stock the number of
shares of stock or other securities or property of the company to which a holder
of the number of shares of Common Stock deliverable upon conversion would have
been entitled on such capital reorganization, subject to adjustment in respect
of such stock or securities by the terms thereof. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 5
with respect to the rights of the holders of Class E Preferred Stock after such
capital reorganization to the end that the provisions of this Section 5
(including adjustment of the Class E Conversion Price then in effect and the
number of shares issuable upon conversion of the Class E Preferred Stock) shall
be applicable after that event and be as nearly equivalent as practicable.

              i. SALE OF SHARES BELOW CLASS E CONVERSION PRICE.

                   (i) If at any time or from time to time after the Original
Class E Date of Issue of the Class E Preferred Stock, the Corporation issues or
sells, or is deemed by the provisions of clause (iii) of this Section 5(i) to
have issued or sold, Additional Shares of Common Stock (as hereinafter defined),
other than a subdivision or combination of shares of Common Stock or as a
dividend or other distribution of Common Stock as provided for elsewhere in this
Section 5, for an Effective Price (as hereinafter defined) less than the then
effective Class E Conversion Price for the Class E Preferred Stock, then and in
each such case the then existing Class E Conversion Price for the Class E
Preferred Stock shall be reduced as of the close of business on the date of such
issue or sale to a price equal to a fraction (A) the numerator of which shall be
(1) the number of shares of Common Stock Equivalents Outstanding (as hereinafter
defined) immediately preceding such issue or sale multiplied by the then
existing applicable Class E Conversion Price, plus (2) the Aggregate
Consideration Received (as hereinafter defined) by the Corporation for the total
number of Additional Shares of Common Stock so issued or sold, and (B) the
denominator of which shall be (1) the number of shares of Common Stock
Equivalents Outstanding immediately preceding such issue or sale plus (2) the
number of Additional Shares of Common Stock so issued or sold.

                   (ii) For the purpose of making any adjustment required under
this Section G.5.:

                        (A) "ADDITIONAL SHARES OF COMMON STOCK" means all shares
of Common Stock issued by the Corporation, whether or not subsequently
reacquired or retired by the Corporation, other than Management Common Stock (as
defined below) to the extent such Management Common Stock constitutes no more
than 10% of the total outstanding Common Stock or Common Stock issued upon the
exercise or conversion of Convertible Securities outstanding on the Original
Class E Date of Issue or the issuance of Common Stock or Convertible Securities
to persons or entities with which the

                                      -43-




Company has business relationships provided such issuances are for other than
primarily equity financing purposes and provided that at the time of any such
issuance, the aggregate of such issuance and similar issuances in the preceding
twelve-month period do not exceed 2% of the then outstanding Common Stock of the
Company (assuming full conversion and exercise of all convertible and
exercisable securities then outstanding) or such issuance is expressly approved
by a majority of the directors who are affiliates of the holders of Class E
Preferred Stock on the Company's Board of Directors. The 10% limitation on
Management Common Stock set forth in the immediately preceding sentence shall
apply only during periods prior to any Qualified Public Offering.

                        (B) "AGGREGATE CONSIDERATION RECEIVED" by the
Corporation for any issue or sale of securities shall (1) to the extent it
consists of cash, be computed at the gross amount of cash received by the
Corporation before deduction of any underwriting or similar commissions,
compensation or concessions paid or allowed by the Corporation in connection
with such issue or sale and without deduction of any expenses payable by the
Corporation, (2) to the extent it consists of property other than cash, be
computed at the fair value of that property as determined in good faith by the
Board of Directors of the Corporation, and (3) if Additional Shares of Common
Stock or Convertible Securities are issued or sold together with other stock or
securities or other assets of the Corporation for a consideration which covers
both, be computed as the portion of the consideration so received that may be
reasonably determined in good faith by the Board of Directors of the Corporation
to be allocable to such Additional Shares of Common Stock or Convertible
Securities.

                        (C) "COMMON STOCK EQUIVALENTS OUTSTANDING" means all
shares of Common Stock that are outstanding plus all shares of Common Stock
issuable upon a conversion of Class E Preferred Stock or other Convertible
Securities.

                        (D) "CONVERTIBLE SECURITIES" means stock or other
securities (including but not limited to options, warrants and other rights) of
the Corporation exchangable for or convertible into shares of Common Stock.

                        (E) "EFFECTIVE PRICE" of Additional Shares of Common
Stock means the quotient determined by dividing the total number of Additional
Shares of Common Stock issued or sold, or deemed to have been issued or sold by
the Corporation under this Section G.5.(ii), into the Aggregate Consideration
Received, or deemed to have been received by the Corporation for such issue
under this Section G.5.(ii), for such Additional Shares of Common Stock.

                        (F) "MANAGEMENT COMMON STOCK" means all shares of Common
Stock issued or sold, or deemed to have been issued or sold by the Corporation
under this Section G.5.(ii), to employees, officers, directors, consultants or
advisers of the Corporation or any of its subsidiaries pursuant to any stock
purchase plan, stock option plan, stock bonus plan or other plan or agreement
approved by the Board of Directors of the Corporation.

                                      -44-





                   (iii) For the purpose of making any adjustment to the Class E
Conversion Price of the Class E Preferred Stock required under this Section G.5,
if the Corporation issues or sells any Convertible Securities and if the
Effective Price of the shares of Common Stock issuable upon conversion of the
Convertible Securities is less than the Class E Conversion Price then in effect
for the Class E Preferred Stock, the Corporation shall be deemed to have issued
at the time of the issuance of such Convertible Securities that number of
Additional Shares of Common Stock equal to the maximum number of shares of
Common Stock issuable upon conversion thereof and to have received as
consideration for the issuance of such shares an amount equal to the total
amount of the consideration, if any, received by the Corporation for the
issuance of such Convertible Securities, plus the minimum amounts of
consideration, if any, payable to the Corporation (other than by cancellation of
liabilities or obligations evidenced by such Convertible Securities) upon the
conversion thereof; provided that:

                        (A) if the minimum amounts of such consideration cannot
be ascertained, but are a function of antidilution or similar protective
clauses, the Corporation shall be deemed to have received the minimum amounts of
consideration without reference to such clauses;

                        (B) if the minimum amount of consideration payable to
the Corporation upon the conversion of Convertible Securities is reduced over
time or on the occurrence or non-occurrence of specified events other than by
reason of antidilution adjustments, the Effective Price shall be recalculated
using the figure to which such minimum amount of consideration is reduced;

                        (C) if the minimum amount of consideration payable to
the Corporation upon the conversion of Convertible Securities is subsequently
increased, the Effective Price shall be again recalculated using the increased
minimum amount of consideration payable to the Corporation upon the conversion
of Convertible Securities; and

                        (D) no further adjustment of the Class E Conversion
Price, adjusted or subject to adjustment upon the issuance of such convertible
Securities, shall be made as a result of the actual issuance of shares of Common
Stock on the conversion of any such Convertible Securities. If the conversion
privilege represented by any such Convertible Securities shall expire without
having been exercised, the Class E Conversion Price adjusted upon the issuance
of such Convertible Securities shall be readjusted to the Class E Conversion
Price which would have been in effect had an adjustment been made on the basis
that the only shares of Common Stock so issued were the shares of Common Stock,
if any, actually issued or sold on the exercise of such rights of conversion of
such Convertible Securities, and such shares of Common Stock, if any, were
issued or sold for the consideration received for issuing or selling the
Convertible Securities actually convened, plus the consideration, if any,
actually received by the Corporation (other than by cancellation of liabilities
or obligations evidenced by such Convertible Securities) on the conversion of
such Convertible Securities, provided that such readjustment shall not apply to
prior conversions of Class E Preferred Stock.

                                      -45-




              j. CERTIFICATE OF ADJUSTMENT. In each case of an adjustment or
readjustment of any Class E Conversion Price for the number of shares of Common
Stock or other securities issuable upon conversion of the Class E Preferred
Stock, the Corporation, at its own expense, shall cause its Chief Financial
Officer to compute such adjustment or readjustment in accordance with the
provisions hereof and prepare a certificate showing such adjustment or
readjustment, and shall mail such certificate, by first class mail, postage
prepaid, to each registered holder of the Class E Preferred Stock at the
holder's address as shown in the Corporation's books. The certificate shall set
forth such adjustment or readjustment, showing in detail the facts upon which
such adjustment or readjustment is based. No adjustment in the Class E
Conversion Price shall be required to be made unless it would result in an
increase or decrease of at least one cent, but any adjustments not made because
of this sentence shall be carried forward and taken into account in any
subsequent adjustment otherwise required hereunder.

              k. NOTICES OF RECORD DATE. Upon (i) the establishment by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or (ii) any capital reorganization of the
Corporation, any reclassification or recapitalization of the capital stock of
the Corporation, any merger or consolidation of the Corporation with or into any
other corporation, or any transfer of all or substantially all the assets of the
Corporation to any other person or any voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, the Corporation shall mail to each
holder of Class E Preferred Stock at least twenty days prior to the record date
specified therein a notice specifying (x) the date on which any such record is
to be taken for the purpose of such dividend or distribution and a description
of such dividend or distribution, (y) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, and (z) the date, if any, that is to
be fixed as to when the holders of record of Common Stock (or other securities)
shall be entitled to exchange their shares of Common Stock (or other securities)
for securities or other property deliverable upon such reorganization,
reclassification transfer, consolidation, merger, dissolution, liquidation or
winding up.

              l. MECHANICS OF CONVERSION. Each holder of Class E Preferred Stock
who desires to convert the same into shares of Common Stock pursuant to Section
5(b) hereof shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or any transfer agent for the Class E
Preferred Stock or Common Stock, or notify the Corporation or its transfer agent
that such certificates have been lost, stolen or destroyed and execute an
agreement reasonably satisfactory to the Corporation to indemnify the
Corporation from any loss incurred by it in connection with such certificates,
and, in either case, shall give written notice to the Corporation at such office
that such holder elects to convert the same and shall state therein the number
of shares of Class E Preferred Stock being converted. Thereupon the Corporation
shall promptly issue and deliver at such office to such holder a certificate or
certificates for the number of shares of Common Stock to which such holder is
entitled and shall promptly pay in cash any declared or accrued and unpaid
dividends on the shares of Class E Preferred Stock being converted and any cash
payable in lieu of fractional shares. Such conversion

                                      -46-




shall be deemed to have been made immediately prior to the close of business on
the date of such surrender of the certificate representing the shares of Class E
Preferred Stock to be converted, and the person entitled to receive the shares
of Common Stock issuable upon such conversion shall be treated for all purposes
as the record holder of such shares of Common Stock on such date.

              m. FRACTIONAL SHARES. No fractional shares of Common Stock shall
be issued upon conversion of Class E Preferred Stock. In lieu of any fractional
share to which the holder would otherwise be entitled, the Corporation shall pay
cash equal to the product (rounded to the nearest cent) of such fraction
multiplied by the Common Stock's per share fair market value as determined in
good faith by the Board of Directors of the Corporation as of the date of
conversion.

              n. RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Class E Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Class E Preferred Stock; and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of the Class E Preferred
Stock, the Corporation will take such corporate action as may, in the opinion of
its counsel, be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purpose.

              o. PAYMENT OF TAXES. The Corporation will pay all transfer taxes
or charges that may be imposed with respect to the issue or delivery of shares
of Common Stock upon conversion of shares of Class E Preferred Stock, except for
any tax or other charge imposed in connection with any transfer involved in the
issue and delivery of shares of Common Stock in a name other than that in which
the shares of Class E Preferred Stock so converted were registered.

              p. NO IMPAIRMENT. The Corporation shall not amend its Certificate
of Incorporation or participate in any reorganization, transfer of assets
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action for the purpose of avoiding or seeking to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but shall at all times in good faith assist in carrying out all
such action as may be reasonably necessary or appropriate in order to protect
the conversion rights of the holders of the Class E Preferred Stock against
dilution or other impairment as provided herein.

         6. REDEMPTION.

              a. At any time on or after December 31, 2004, with the approval of
the Class F Holders pursuant to Section H.4.a.v, each holder of shares of Class
E Preferred Stock shall have the right, at the option of such holder, to require
the Corporation to redeem all or less than all of the shares of Class E
Preferred Stock owned by such holder at a price per share equal to the
Redemption Price (as defined below). Such holder may

                                      -47-





exercise its redemption right under this Section G.6. by delivering to the
Corporation at its principal offices a written notice (a "Redemption Notice")
stating that such holder exercises its redemption rights under this Section G.6.
and setting forth the number of shares of Class E Preferred Stock to be redeemed
and an account of such holder to which the Redemption Price for such shares
shall be paid (the "Class E Holder's Account"). Such Redemption Notice shall be
accompanied by either (i) the certificates representing the shares of Class E
Preferred Stock to be redeemed or (ii) a statement by such holder to the effect
that such certificates have been lost, stolen or destroyed and an agreement of
such holder to indemnify the Corporation from any loss incurred by it in
connection with such certificates. The Corporation shall promptly provide to all
Class F Holders a copy of any Redemption Notice it receives from a Class E
Holder pursuant to this Section G.6.a.

              b. Subject to Section H.6.d herein and F.6.d herein, within five
business days after the delivery of the Redemption Notice and the other
materials required by Section G.6.(a) hereof to the Corporation, the Corporation
shall pay the Redemption Price for the shares of Class E Preferred Stock so
redeemed by wire transfer of immediately available funds to the Class E Holder's
Account. In the event that the number of shares of Class E Preferred Stock
represented by the certificates delivered to the Corporation under Section
G.6.(a) hereof exceeds the number of shares redeemed, the Corporation shall
promptly deliver to the holder at such holder's last address appearing on the
books and records of the Corporation a certificate representing the number of
such shares of Class E Preferred Stock not redeemed.

              c. Such redemption shall be deemed to have been made as of the
close of business on the date of the receipt of such Redemption Notice by the
Corporation, and the rights of the holder thereof, except for the right to
receive the Redemption Price for such redeemed shares as provided in this
Section G.6., shall cease and terminate as to such redeemed shares on such date.

              d. Notwithstanding any other provision herein, upon receipt of a
copy of any Redemption Notice provided pursuant to Section H.6.a below, any
Class E Holder may elect, at any time within the applicable Redemption
Notification Period (as defined in Section H.6.a below), to redeem all or a
portion of such Class E Holder's shares pursuant to the terms set forth in this
Section G.6; provided, that if the funds of the Corporation legally available
for redemption of shares of Class E Preferred Stock and the Class F Preferred
Stock or Class D Preferred Stock are insufficient to redeem the total number of
shares of Class E Preferred Stock and Class F Preferred Stock or Class D
Preferred Stock submitted for redemption during the Redemption Notification
Period, those funds which are legally available will be used to redeem the
maximum possible number of whole shares ratably among the holders of such
shares, on a capital contributed basis.

              e. As used herein, "Redemption Price" means the sum of the Class E
Stated Value multiplied by the number of shares to be redeemed, plus all accrued
but unpaid dividends thereon as of the effective date of such redemption.

                                      -48-




              f. If the Corporation for any reason fails to redeem any of the
shares of Class E Preferred Stock in accordance with this Section 6 on or prior
to the redemption date determined in accordance with this Section 6, then,
notwithstanding anything to the contrary contained in this Restated Certificate
of Incorporation, the Corporation may not incur any indebtedness for money
borrowed (unless the proceeds of such incurrence of indebtedness are used to
make all overdue redemptions) or borrow or reborrow any amounts under any lines
of credit which it may then have outstanding without the prior written consent
of the holders of not less than a majority of the then outstanding shares of
Class E Preferred Stock voting as a single class.

              g. If the funds of the Corporation legally available for
redemption of shares of Class E Preferred Stock on a redemption are insufficient
to redeem the total number of shares of Class E Preferred Stock submitted for
redemption, those funds which are legally available will be used to redeem the
maximum possible number of whole shares ratably among the holders of such
shares. The shares of Class E Preferred Stock not redeemed shall remain
outstanding and entitled to all rights and preferences provided herein. At any
time thereafter when additional funds of the Corporation are legally available
for the redemption of such shares of Class E Preferred Stock, such funds will be
used, at the end of the next succeeding fiscal quarter, to redeem the balance of
such shares, or such portion thereof for which funds are then legally available.

         7. STATUS OF REACQUIRED SHARES. Shares of Class E Preferred Stock that
have been issued and reacquired in any manner shall (upon compliance with any
applicable provisions of the laws of the State of Delaware) have the status of
authorized and unissued shares of Class E Preferred Stock issuable in series
undesignated as to class and may be redesignated and reissued.

         8. EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required by
law or provided by contract, the shares of Class E Preferred Stock shall not
have any preferences or relative, participating, optional or other special
rights, other than those specifically set forth in this Fourth Amended and
Restated Certificate of Incorporation.

         9. IDENTICAL RIGHTS. Each share of the Class E Preferred Stock shall
have the same relative rights and preferences as, and shall be identical in all
respects with, all other shares of the Class E Preferred Stock.

         10. CERTIFICATES. So long as any shares of the Class E Preferred Stock
are outstanding, there shall be set forth on the face or back of each stock
certificate issued by the Corporation a statement that the Corporation shall
furnish without charge to each shareholder who so requests, a full statement of
the designation and relative rights, preferences and limitations of each class
of stock or series thereof that the Corporation is authorized to issue and of
the authority of the Board of Directors to designate and fix the relative
rights, preferences and limitations of each series.

         11. RANK. Except as otherwise provided herein, the Class E Preferred
Stock shall rank senior to the Common Stock, Class A Preferred Stock, Class B
Preferred Stock and Class C Preferred Stock; pari passu with the Class D
Preferred Stock and junior to the

                                      -49-




Class F Preferred Stock in right as to dividends, and upon liquidating
dissolution or winding up of the Company.

H.       CLASS F PREFERRED STOCK.

         The Class F Preferred Stock shall have the following rights,
preferences, powers, privileges and restrictions, qualifications and
limitations:

         1. CLASS F STATED VALUE; CLASS F DATE OF ISSUE. The Class F Preferred
Stock shall have a stated value of $4.20 per share (the "Class F Stated Value').
The date a share of Class F Preferred Stock is issued is referred to herein as
its "Class F Date of Issue," and the date the first share of Class F Preferred
Stock is issued is referred to herein as the "Original Class F Date of Issue."

         2. DIVIDENDS.

              a. The holders of shares of Class F Preferred Stock shall be
entitled to receive with respect to each share, when and as declared by the
Board of Directors of the Corporation, out of assets legally available for such
purpose, cumulative dividends at an annual rate, based on a year of 360 days
consisting of 12 thirty-day months, equal to 6% applied to the amount of the
Class F Stated Value per share of Class F Preferred Stock. Such dividends shall
be payable in respect of each share of Class F Preferred Stock quarterly, in
arrears, on the last day of March, June, September and December in each year
(each a "Class F Dividend Payment Date"), commencing on the first such date to
occur which is at least thirty days after its Class F Date of Issue. The
dividend payable on the first Class F Dividend Payment Date shall be calculated
and based on the period from the Class F Date of Issue through such Class F
Dividend Payment Date. Each period commencing on the later of the Class F Date
of Issue of a share of the Class F Preferred Stock or the first day after the
last preceding Class F Dividend Payment Date and ending on the next Class F
Dividend Payment Date or, in the case of a final dividend, the effective date of
a liquidating distribution, conversion of such shares of Class F Preferred Stock
into Common Stock or redemption of such shares of Class F Preferred Stock is
referred to herein as a "Class F Dividend Period." If the date fixed for payment
of a final liquidating distribution on any shares of Class F Preferred Stock,
the date on which any shares of Class F Preferred Stock are converted into
Common Stock or the date on which any shares of Class F Preferred Stock are
redeemed does not coincide with a Class F Dividend Payment Date, then subject to
the provisions hereof relating to such liquidating distribution, conversion or
redemption, the final Class F Dividend Period applicable to such shares shall be
the period from the last Class F Dividend Payment Date prior to the date such
liquidating distribution, conversion or redemption occurs through the effective
date of such liquidating distribution, conversion or redemption. Notwithstanding
any other provision herein, no dividend shall be payable on the Class F
Preferred Stock without the prior approval of the Board of Directors of the
Corporation. Dividends paid pursuant to this Section H.2 shall be paid on a pari
passu basis with dividends paid pursuant to Section F.2 and G.2 herein.

                                      -50-




              b. Dividends accrued under Section 2.a above on each share of
Class F Preferred Stock accrued after May 23, 2000 may be paid only in cash.

              c. If full dividends on all outstanding shares of Class F
Preferred Stock at the rates per share set out in this Section H.2. have not
been declared and paid or irrevocably set aside in trust for payment for the
then current Class F Dividend Period and all prior Class F Dividend Periods, the
Corporation shall not (i) declare or pay or set aside for payment any dividends
or make any other distribution or payments on the Common Stock, the Class A
Preferred Stock, Class B Preferred Stock, Class C Preferred Stock, Class D
Preferred Stock (to the extent in excess of any pari passu payment or set aside
with respect to the Class F Preferred Stock), Class E Preferred Stock (to the
extent in excess of any pari passu payment or set aside with respect to the
Class F Preferred Stock)or any other securities of the Corporation ranking
junior to shares of Class F Preferred Stock with respect to the payment of
dividends or upon liquidation (the "Class F Junior Stock") or (ii) make any
payment on account of the purchase, redemption or other retirement of, or pay or
make available any money for a sinking fund for the redemption of, any Class F
Junior Stock. No dividends shall be declared or paid or set aside for payment
and no other distribution or payment shall be made with regard to any Class F
Junior Stock, unless full dividends have been declared and paid or irrevocably
set aside for payment with regard to the Class F Preferred Stock for the then
current Class F Dividend Period and at least three prior consecutive Class F
Dividend Periods. For purposes of this Section H.2.(c), unless the context
requires otherwise, "distribution" means the transfer of cash or property
without consideration, whether by way of dividend or otherwise, payable other
than in Common Stock or other securities of the Corporation or the purchase or
redemption of shares of capital stock of the Corporation (other than (i)
repurchases of Common Stock held by employees or directors of, or consultants
to, the Corporation upon termination of their employment or services pursuant to
agreements providing for such repurchase at a price equal to the original issue
price of such shares (ii) repurchases pursuant to the Investors Rights
Agreement, dated as of May 23, 2000, by and among the Corporation and holders of
its capital stock, and (iii) redemptions in liquidation or dissolution of the
Corporation) for cash or property, including any such transfer purchase or
redemption by a subsidiary of this Corporation.

         3. LIQUIDATION, DISSOLUTION OR WINDING UP.

              a. In the event of any voluntary or involuntary liquidation,
dissolution or winding up (collectively, a "Liquidation") of the Corporation,
holders of shares of Class F Preferred Stock then outstanding shall be entitled
to be paid out of the assets of the Corporation available for distribution to
its stockholders, but after and subject to the payment in full of all amounts
required to be distributed to the holders of any other class or series of stock
of the Corporation ranking on liquidation prior and in preference to the Class F
Preferred Stock, including any class of Preferred Stock subsequently created by
the Board of Directors and designated as ranking in preference to the Class F
Preferred Stock (collectively referred to as "Class F Senior Preferred Stock"),
but before any payment shall be made to the holders of shares of Common Stock,
the Class A Preferred Stock, the Class B Preferred Stock, the Class C Preferred
Stock, the Class D Preferred Stock, the Class E Preferred Stock, or any other
Class F Junior Stock, by reason of their


                                      -51-




ownership thereof, an amount per share of Class F Preferred Stock equal to the
sum of the Class F Stated Value, plus the amount per share of any dividends
declared but unpaid thereon through the date of such Liquidation (the "CLASS F
LIQUIDATION PREFERENCE"). If upon any such Liquidation the remaining assets of
the Corporation available for distribution to its stockholders shall be
insufficient to pay the holders of shares of Class F Preferred Stock the full
amount to which they shall be entitled, the holders of shares of Class F
Preferred Stock and any class or series of stock ranking in liquidation on
parity with the Class F Preferred Stock (the "Class F Parity Preferred Stock")
shall share ratably in any distribution of the remaining assets and funds of the
Corporation in proportion to the respective amounts which would otherwise be
payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to such shares were paid in full.

              b. After payment of all preferential amounts required to be paid
to the holders of Class F Senior Preferred Stock, Class F Preferred Stock, Class
F Parity Preferred Stock and Class F Junior Stock (other than Common Stock)
pursuant to Sections C.2, D.2, E.2, F.3, G.3 and H.3.a of this Article FOURTH,
the holders of Class F Preferred Stock shall share ratably in any distribution
of the remaining assets and funds of the Corporation with the holders of the
Common Stock, pursuant to the rights of holders of Common Stock set forth in
Section A.4 of this Article FOURTH, the Class F Preferred Stock being treated
for the purpose of this distribution of remaining assets and funds as having
been converted.

              c. Notwithstanding any other provision of this Section 3, if any
holder of Class F Preferred Stock becomes a Nonparticipating Holder (as defined
in Section 12 of this Subpart H), then the shares of Class F Preferred Stock
held by such Nonparticipating Holder shall no longer be entitled to the Class F
Liquidation Preference and the shares of Class F Preferred Stock held by such
Nonparticipating Holder shall, for all purposes of this Section 3, be treated as
Class F Junior Stock on parity upon liquidation with the Class D Preferred Stock
and Class E Preferred Stock, such Nonparticipating Holder shall be deemed to
have waived all such preference rights, and such waiver shall be binding upon
any transferee of the shares of Class F Preferred Stock held by such
Nonparticipating Holder.

         4. VOTING RIGHTS.

              a. PROTECTIVE PROVISIONS. In addition to any voting rights
provided by the General Corporation Law of the State of Delaware, the Company
shall not take any of the following actions without first obtaining the
affirmative vote of at least a two-thirds majority of the holders of Class F
Preferred Stock voting as a single class, provided such two-thirds majority must
consist of at least two holders of Class F Preferred Stock:

                   (i) SENIOR AND PARITY PREFERRED STOCK. Create or redesignate
any class or series of capital stock that ranks senior to or on parity with the
shares of Class F Preferred Stock upon liquidation or as to the payment of
dividends;

                                      -52-




                   (ii) CERTAIN AMENDMENTS. Amend this Restated Certificate of
Incorporation that will affect the rights of the holders of Class F Preferred
Stock in any way;

                   (iii) ACQUISITIONS. Approve any transaction or series of
related transactions pursuant to which a person or entity (including a group
acting in concert) would acquire (a) in excess of 50% of the outstanding voting
stock of the Corporation (whether by merger, consolidation, recapitalization,
reorganization, purchase of the outstanding Common or Preferred Stock of the
Corporation or otherwise) or (b) all or substantially all the assets of the
Company, including its subsidiaries;

                   (iv) LIQUIDATION, DISSOLUTION, RECAPITALIZATION OR
REORGANIZATION. Approve any liquidation, dissolution, recapitalization or
reorganization of the Corporation;

                   (v) DIVIDENDS. Declare or pay any dividends or make any
distributions with respect to any capital securities or repurchase or redeem any
capital securities other than as required by the Company's Certificate of
Incorporation as then in effect or by any restricted stock agreements between
the Company and its employees relating to repurchase rights (for purposes of
clarification, this clause (v) is in no way intended to restrict payment of
capital securities as consideration for services rendered pursuant to consulting
agreements);

                   (vi) SALES OF STOCK. Offer, issue or sell any shares of
capital stock of the Company or any of its subsidiaries other than (i) the offer
or issuance of options or shares of capital stock to employees, directors or
consultants (as consideration for services rendered pursuant to consulting
agreements) constituting, when aggregated with all other outstanding options or
shares issued to employees, directors or consultants, no more than 10% of the
total outstanding equity of the Company on a fully diluted basis, as approved by
the Board of Directors, or (ii) the offer or issuance of shares upon the
conversion of any outstanding convertible security or the exercise or conversion
of any outstanding warrant, option or similar right;

                   (vii) INCURRENCE OF INDEBTEDNESS. Incur any indebtedness for
borrowed money (or any other obligations that would be classified as an
"indebtedness" of the Company for accounting purposes) or guarantee any such
indebtedness, in any such case with a term in excess of one year or in an amount
in excess of $100,000;

                   (viii) IPO. Authorize an initial public offering of the
Company's capital stock under the Securities Act of 1933, as amended, other than
a Qualified Initial Public Offering;

                   (ix) AGREEMENTS WITH AFFILIATES. Make or engage in any loans,
leases, contracts or other similar transactions that are not on an arms' length
basis (including but not limited to the payment of dividends or the repurchase
of securities) with any Affiliate of the Company, SatCon, or any of SatCon's
Affiliates, or any members of their immediate family or entities controlled by
them, other than contracts

                                      -53-




with SatCon or any of SatCon's Affiliates for research and development or the
manufacture of motors and the like which are not material and are consistent
with past custom and practice between the Company and SatCon (for purposes of
this clause (ix), "immediate family" shall be deemed to include parents,
children, siblings and spouse; and "Affiliate" shall have the meaning provided
in Rule 144 under the Securities Act of 1933, as amended, or any successor
rule);

                   (x) MATERIAL ASSET ACQUISITION AND DISPOSITION. Acquire any
material assets or equity securities of any other Person, or sell or otherwise
dispose of any material assets of the Corporation, except to a wholly-owned
subsidiary of the Corporation;

                   (xi) NEW LINES OF BUSINESS. Enter into any new line of
business;

                   (xii) EXPENDITURES IN EXCESS OF BUDGET. Make any expenditures
that, in the aggregate, would deviate by more than 10% from those contemplated
by the annual budget approved by the Company's Board of Directors for the then
current fiscal year;

                   (xiii) WAIVER OF COVENANTS. Waive any covenants or
obligations given or made by other parties for the benefit of the Company or
that otherwise would affect the rights of or benefits to the Class F Holders,
pursuant to the Securities Purchase Agreement, dated May 23, 2000, by and among
the Company and certain holders of Class F Preferred Stock and the Related
Agreements (as defined therein); or

                   (xiv) SALES OF STOCK BY MANAGEMENT. In accordance with
Section 1.4 of the Investors Rights Agreement, dated May 23, 2000, permit any
officer or other member of the Company's management team from transferring any
shares of capital stock of the Company.

              b. GENERAL MATTERS. Except as to the matters specified in Section
H.4.a and any other matters as to which holders of Class F Preferred Stock have
the right to vote separately as a class under the General Corporation Law of the
State of Delaware or otherwise, holders of Class F Preferred Stock shall have
the right to vote on any matter as to which holders of the Common Stock have the
right to vote. With regard to any such matter, holders of Class F Preferred
Stock shall vote together with holders of the Common Stock (and with any other
class of the Corporation's preferred stock similarly voting) as a single class.

              c. NUMBER OF VOTES. Each holder of Class F Preferred Stock shall
be entitled to cast a number of votes equal to the number of whole shares of
Common Stock into which the shares of Class F Preferred Stock held by such
holder could be converted pursuant to the provisions of Section H.5 hereof as of
the record date for the determination of the stockholders entitled to vote on
such matter or, if no such record date is established, the date such vote is
taken or written consent of stockholders is solicited.

                                      -54-




         5. CONVERSION. The outstanding shares of Class F Preferred Stock shall
be convertible into shares of Common Stock as follows:

              a. AUTOMATIC CONVERSION.

                   (i) Each share of Class F Preferred Stock automatically shall
be converted into validly authorized and issued, fully paid and nonassessable
shares of Common Stock, as provided herein, immediately prior to a Conversion
Event (as defined below). As used herein, a "Conversion Event" means the
occurrence after the Original Class F Date of Issue of any of the following: (A)
the consummation of the sale or other disposition of all or substantially all of
the assets of the Corporation in a single transaction or series of related
transactions to another Person on financial terms that reflect a total equity
value of at least $200 million for the Corporation immediately prior to the
consummation of such transaction or the acquisition of at least a majority of
the outstanding voting stock of the Corporation by another Person by means of a
merger, consolidation or otherwise on financial terms that reflect a total
equity value of at least $200 million for the Corporation immediately prior to
the consummation of such transaction or (B) the consummation of a Qualified
Public Offering.

                   (ii) Immediately prior to the consummation of a Conversion
Event, the outstanding shares of Class F Preferred Stock shall be converted into
shares of Common Stock automatically without any further action by the holders
of such shares and whether or not the certificates representing such shares are
surrendered to the Corporation or its transfer agent, provided, however, that
the Corporation shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon such conversion unless the certificates
evidencing such shares of Class F Preferred Stock are either delivered to the
Corporation or its transfer agent as provided below, or the holder thereof
notifies the Corporation or its transfer agent that such certificates have been
lost, stolen or destroyed and executes an agreement reasonably satisfactory to
the Corporation to indemnify the Corporation from any loss incurred by it in
connection with such certificates. Upon the occurrence of such automatic
conversion of the Class F Preferred Stock, the holders of Class F Preferred
Stock shall surrender the certificates representing such shares at the office of
the Corporation or any transfer agent for Class F Preferred Stock or Common
Stock. Thereupon, there shall be issued and delivered to such holder promptly at
such office and in its name as shown on such surrendered certificate or
certificates, a certificate or certificates for the number of shares of Common
Stock into which the Shares of Class F Preferred Stock surrendered were
convertible on the date on which such automatic conversion occurred, and the
Corporation promptly shall pay all declared but unpaid dividends calculated
through the effective date of conversion on the shares of Class F Preferred
Stock converted.

              b. OPTIONAL CONVERSION. Each share of Class F Preferred Stock
shall be convertible, at any time or from time to time, at the option of the
holder thereof, into validly authorized and issued, fully paid and nonassessable
shares of Common Stock as provided herein.

                                      -55-





              c. CLASS F CONVERSION PRICE. Each share of Class F Preferred Stock
shall be convertible in accordance with Section H.5.a. or H.5.b. above into the
number of shares of Common Stock which results from dividing the Class F Stated
Value for such share by the Class F Conversion Price for such share that is in
effect at the time of conversion computed as provided herein (the "Class F
Conversion Price"). The initial Class F Conversion Price for this Class shall be
the Class F Stated Value. The Class F Conversion Price shall be subject to
adjustment from time to time as provided in this Section H.5.

              d. ADJUSTMENT FOR STOCK SPLITS, AND COMBINATIONS. If the
Corporation shall at any time or from time to time after the Original Class F
Date of Issue of the Class F Preferred Stock effect a stock split or subdivision
of the outstanding Common Stock, the Class F Conversion Price for the Class F
Preferred Stock in effect immediately before that subdivision shall be
proportionately decreased, and, conversely, if the Corporation shall at any time
or from time to time after the Original Class F Date of Issue of the Class F
Preferred Stock combine the outstanding shares of Common Stock into a smaller
number of shares, the Class F Conversion Price for the Class F Preferred Stock
in effect immediately before the combination shall be proportionately increased.
Any adjustment under this Section H.5.d. shall become effective at the close of
business on the date the stock split, subdivision or combination becomes
effective.

              e. ADJUSTMENT FOR COMMON STOCK DIVIDENDS AND DISTRIBUTIONS. If the
Corporation at any time or from time to time after the Class F Date of Issue of
the Class F Preferred Stock issues, or fixes a record date for the determination
of holders of Common Stock entitled to receive, a dividend or other distribution
payable solely in additional shares of Common Stock, in each such event the
Class F Conversion Price for the Class F Preferred Stock that is then in effect
shall be decreased as of the time of such issuance or, in the event such record
date is fixed, as of the close of business on such record date, by multiplying
the Class F Conversion Price then in effect by a fraction:

                   (i) numerator of which is the total number of shares of
Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date, and

                   (ii) the denominator of which is the sum of the total number
of shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution;
provided, however, that if such record date is fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor,
the Class F Conversion Price shall be recomputed accordingly as of the close of
business on such record date and thereafter the Class F Conversion Price shall
be adjusted pursuant to this Section H.5.e. to reflect the actual payment of
such dividend or distribution.

              f. ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. If the
Corporation at any time or from time to time after the Original Class F Date of
Issue of the Class F Preferred Stock issues, or fixes a record date for the
determination of holders of Common

                                      -56-




Stock entitled to receive, a dividend or other distribution payable in
securities of the Corporation other than shares of Common Stock or other
property, in each such event provision shall be made so that the holders of the
Class F Preferred Stock shall receive upon conversion thereof, in addition to
the number of shares of Common Stock, receivable thereupon, the amount of
securities of the Corporation or other property which they would have received
had their Class F Preferred Stock been converted into Common Stock on the date
of such event and had they thereafter, during the period from the date of such
event to and including, the conversion date, retained such securities or other
property receivable by them as aforesaid during such period, subject to all
other adjustments called for during such period under this Section H.5. with
respect to the rights of the holders of the Class F Preferred Stock or with
respect to such other securities or other property by their terms. As used
herein, the term "other property" does not include cash.

              g. ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If
at any time or from time to time after the Original Class F Date of Issue of the
Class F Preferred Stock, the Common Stock issuable upon the conversion of the
Class F Preferred Stock is changed into the same or a different number of shares
of any class or series of stock, whether by recapitalization, reclassification
or otherwise (other than a subdivision or combination of shares or stock
dividend or a reorganization, merger, consolidation or sale of assets provided
for elsewhere in this Section 5), then in any such event each holder of Class F
Preferred Stock shall have the right thereafter to convert such stock into the
kind and amount of stock and other securities and property receivable upon such
recapitalization, reclassification or other change by holders of the number of
shares of Common Stock into which such shares of Class F Preferred Stock could
have been converted immediately prior to such recapitalization, reclassification
or change, all subject to further adjustment as provided herein or with respect
to such other securities or property by the terms thereof.

              h. REORGANIZATIONS. If at any time or from time to time after the
Original Class F Date of Issue of the Class F Preferred Stock there is a capital
reorganization of the Common Stock (other than a recapitalization, subdivision,
combination, reclassification, exchange or substitution of shares provided for
elsewhere in this Section 5), as a part of such capital reorganization provision
shall be made so that the holders of Class F Preferred Stock shall thereafter be
entitled to receive upon conversion of the Class F Preferred Stock the number of
shares of stock or other securities or property of the company to which a holder
of the number of shares of Common Stock deliverable upon conversion would have
been entitled on such capital reorganization, subject to adjustment in respect
of such stock or securities by the terms thereof. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 5
with respect to the rights of the holders of Class F Preferred Stock after such
capital reorganization to the end that the provisions of this Section 5
(including adjustment of the Class F Conversion Price then in effect and the
number of shares issuable upon conversion of the Class F Preferred Stock) shall
be applicable after that event and be as nearly equivalent as practicable.

                                      -57-




              i. SALE OF SHARES BELOW CLASS F CONVERSION PRICE.

                   (i) If at any time or from time to time after the Original
Class F Date of Issue of the Class F Preferred Stock, the Corporation issues or
sells, or is deemed by the provisions of clause (iii) of this Section 5(i) to
have issued or sold, Additional Shares of Common Stock (as hereinafter defined),
other than a subdivision or combination of shares of Common Stock or as a
dividend or other distribution of Common Stock as provided for elsewhere in this
Section 5, for an Effective Price (as hereinafter defined) less than the then
effective Class F Conversion Price for the Class F Preferred Stock, then and in
each such case the then existing Class F Conversion Price for the Class F
Preferred Stock shall be reduced as of the close of business on the date of such
issue or sale to a price equal to a fraction (A) the numerator of which shall be
(1) the number of shares of Common Stock Equivalents Outstanding (as hereinafter
defined) immediately preceding such issue or sale multiplied by the then
existing applicable Class F Conversion Price, plus (2) the Aggregate
Consideration Received (as hereinafter defined) by the Corporation for the total
number of Additional Shares of Common Stock so issued or sold, and (B) the
denominator of which shall be (1) the number of shares of Common Stock
Equivalents Outstanding immediately preceding such issue or sale plus (2) the
number of Additional Shares of Common Stock so issued or sold.

                   (ii) For the purpose of making any adjustment required under
this Section H.5.:

                        (A) "Additional Shares of Common Stock" means all shares
of Common Stock issued by the Corporation, whether or not subsequently
reacquired or retired by the Corporation, other than Management Common Stock (as
defined below) to the extent such Management Common Stock constitutes no more
than 10% of the total outstanding Common Stock or Common Stock issued upon the
exercise or conversion of Convertible Securities outstanding on the Original
Class F Date of Issue or the issuance of Common Stock or Convertible Securities
to persons or entities with which the Company has business relationships
provided such issuances are for other than primarily equity financing purposes
and provided that at the time of any such issuance, the aggregate of such
issuance and similar issuances in the preceding twelve-month period do not
exceed 2% of the then outstanding Common Stock of the Company (assuming full
conversion and exercise of all convertible and exercisable securities then
outstanding) or such issuance is expressly approved by a majority of the
director representatives of the holders of Class F Preferred Stock on the
Company's Board of Directors. The 10% limitation on Management Common Stock set
forth in the immediately preceding sentence shall apply only during periods
prior to any Qualified Public Offering.

                        (B) "Aggregate Consideration Received" by the
Corporation for any issue or sale of securities shall (1) to the extent it
consists of cash, be computed at the gross amount of cash received by the
Corporation before deduction of any underwriting or similar commissions,
compensation or concessions paid or allowed by the Corporation in connection
with such issue or sale and without deduction of any expenses payable by the
Corporation, (2) to the extent it consists of property other than cash, be
computed at the fair value of that property as determined in good faith by the

                                      -58-




Board of Directors of the Corporation, and (3) if Additional Shares of Common
Stock or Convertible Securities are issued or sold together with other stock or
securities or other assets of the Corporation for a consideration which covers
both, be computed as the portion of the consideration so received that may be
reasonably determined in good faith by the Board of Directors of the Corporation
to be allocable to such Additional Shares of Common Stock or Convertible
Securities.

                        (C) "Common Stock Equivalents Outstanding" means all
shares of Common Stock that are outstanding plus all shares of Common Stock
issuable upon a conversion of Class F Preferred Stock or other Convertible
Securities.

                        (D) "Convertible Securities" means stock or other
securities (including but not limited to options, warrants and other rights) of
the Corporation exchangable for or convertible into shares of Common Stock.

                        (E) "Effective Price" of Additional Shares of Common
Stock means the quotient determined by dividing the total number of Additional
Shares of Common Stock issued or sold, or deemed to have been issued or sold by
the Corporation under this Section H.5.(ii), into the Aggregate Consideration
Received, or deemed to have been received by the Corporation for such issue
under this Section H.5.(ii), for such Additional Shares of Common Stock.

                        (F) "Management Common Stock" means all shares of Common
Stock issued or sold, or deemed to have been issued or sold by the Corporation
under this Section H.5.(ii), to employees, officers, directors, consultants or
advisers of the Corporation or any of its subsidiaries pursuant to any stock
purchase plan, stock option plan, stock bonus plan or other plan or agreement
approved by the Board of Directors of the Corporation.

                   (iii) For the purpose of making any adjustment to the Class F
Conversion Price of the Class F Preferred Stock required under this Section
H.5., if the Corporation issues or sells any Convertible Securities and if the
Effective Price of the shares of Common Stock issuable upon conversion of the
Convertible Securities is less than the Class F Conversion Price then in effect
for the Class F Preferred Stock, the Corporation shall be deemed to have issued
at the time of the issuance of such Convertible Securities that number of
Additional Shares of Common Stock equal to the maximum number of shares of
Common Stock issuable upon conversion thereof and to have received as
consideration for the issuance of such shares an amount equal to the total
amount of the consideration, if any, received by the Corporation for the
issuance of such Convertible Securities, plus the minimum amounts of
consideration, if any, payable to the Corporation (other than by cancellation of
liabilities or obligations evidenced by such Convertible Securities) upon the
conversion thereof; provided that:

                        (A) if the minimum amounts of such consideration cannot
be ascertained, but are a function of antidilution or similar protective
clauses, the Corporation shall be deemed to have received the minimum amounts of
consideration without reference to such clauses;

                                      -59-




                        (B) if the minimum amount of consideration payable to
the Corporation upon the conversion of Convertible Securities is reduced over
time or on the occurrence or non-occurrence of specified events other than by
reason of antidilution adjustments, the Effective Price shall be recalculated
using the figure to which such minimum amount of consideration is reduced;

                        (C) if the minimum amount of consideration payable to
the Corporation upon the conversion of Convertible Securities is subsequently
increased, the Effective Price shall be again recalculated using the increased
minimum amount of consideration payable to the Corporation upon the conversion
of Convertible Securities; and

                        (D) no further adjustment of the Class F Conversion
Price, adjusted or subject to adjustment upon the issuance of such convertible
Securities, shall be made as a result of the actual issuance of shares of Common
Stock on the conversion of any such Convertible Securities. If the conversion
privilege represented by any such Convertible Securities shall expire without
having been exercised, the Class F Conversion Price adjusted upon the issuance
of such Convertible Securities shall be readjusted to the Class F Conversion
Price which would have been in effect had an adjustment been made on the basis
that the only shares of Common Stock so issued were the shares of Common Stock,
if any, actually issued or sold on the exercise of such rights of conversion of
such Convertible Securities, and such shares of Common Stock, if any, were
issued or sold for the consideration received for issuing or selling the
Convertible Securities actually convened, plus the consideration, if any,
actually received by the Corporation (other than by cancellation of liabilities
or obligations evidenced by such Convertible Securities) on the conversion of
such Convertible Securities, provided that such readjustment shall not apply to
prior conversions of Class F Preferred Stock.

              j. CERTIFICATE OF ADJUSTMENT. In each case of an adjustment or
readjustment of any Class F Conversion Price for the number of shares of Common
Stock or other securities issuable upon conversion of the Class F Preferred
Stock, the Corporation, at its own expense, shall cause its Chief Financial
Officer to compute such adjustment or readjustment in accordance with the
provisions hereof and prepare a certificate showing such adjustment or
readjustment, and shall mail such certificate, by first class mail, postage
prepaid, to each registered holder of the Class F Preferred Stock at the
holder's address as shown in the Corporation's books. The certificate shall set
forth such adjustment or readjustment, showing in detail the facts upon which
such adjustment or readjustment is based. No adjustment in the Class F
Conversion Price shall be required to be made unless it would result in an
increase or decrease of at least one cent, but any adjustments not made because
of this sentence shall be carried forward and taken into account in any
subsequent adjustment otherwise required hereunder.

              k. NOTICES OF RECORD DATE. Upon (i) the establishment by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or (ii) any capital reorganization of the
Corporation, any reclassification or recapitalization of the capital stock of
the Corporation, any merger or consolidation of the

                                      -60-




Corporation with or into any other corporation, or any transfer of all or
substantially all the assets of the Corporation to any other person or any
voluntary or involuntary dissolution, liquidation or winding up of the
Corporation, the Corporation shall mail to each holder of Class F Preferred
Stock at least twenty days prior to the record date specified therein a notice
specifying (x) the date on which any such record is to be taken for the purpose
of such dividend or distribution and a description of such dividend or
distribution, (y) the date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up is
expected to become effective, and (z) the date, if any, that is to be fixed as
to when the holders of record of Common Stock (or other securities) shall be
entitled to exchange their shares of Common Stock (or other securities) for
securities or other property deliverable upon such reorganization,
reclassification transfer, consolidation, merger, dissolution, liquidation or
winding up.

              l. MECHANICS OF CONVERSION. Each holder of Class F Preferred Stock
who desires to convert the same into shares of Common Stock pursuant to Section
5(b) hereof shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or any transfer agent for the Class F
Preferred Stock or Common Stock, or notify the Corporation or its transfer agent
that such certificates have been lost, stolen or destroyed and execute an
agreement reasonably satisfactory to the Corporation to indemnify the
Corporation from any loss incurred by it in connection with such certificates,
and, in either case, shall give written notice to the Corporation at such office
that such holder elects to convert the same and shall state therein the number
of shares of Class F Preferred Stock being converted. Thereupon the Corporation
shall promptly issue and deliver at such office to such holder a certificate or
certificates for the number of shares of Common Stock to which such holder is
entitled and shall promptly pay in cash any declared or accrued and unpaid
dividends on the shares of Class F Preferred Stock being converted and any cash
payable in lieu of fractional shares. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date of such
surrender of the certificate representing the shares of Class F Preferred Stock
to be converted, and the person entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder of such shares of Common Stock on such date.

              m. FRACTIONAL SHARES. No fractional shares of Common Stock shall
be issued upon conversion of Class F Preferred Stock. In lieu of any fractional
share to which the holder would otherwise be entitled, the Corporation shall pay
cash equal to the product (rounded to the nearest cent) of such fraction
multiplied by the Common Stock's per share fair market value as determined in
good faith by the Board of Directors of the Corporation as of the date of
conversion.

              n. RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Class F Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Class F Preferred Stock; and if at any time the number
of authorized but unissued shares of

                                      -61-




Common Stock shall not be sufficient to effect the conversion of all then
outstanding shares of the Class F Preferred Stock, the Corporation will take
such corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.

              o. PAYMENT OF TAXES. The Corporation will pay all transfer taxes
or charges that may be imposed with respect to the issue or delivery of shares
of Common Stock upon conversion of shares of Class F Preferred Stock, except for
any tax or other charge imposed in connection with any transfer involved in the
issue and delivery of shares of Common Stock in a name other than that in which
the shares of Class F Preferred Stock so converted were registered.

              p. NO IMPAIRMENT. The Corporation shall not amend its Certificate
of Incorporation or participate in any reorganization, transfer of assets
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action for the purpose of avoiding or seeking to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but shall at all times in good faith assist in carrying out all
such action as may be reasonably necessary or appropriate in order to protect
the conversion rights of the holders of the Class F Preferred Stock against
dilution or other impairment as provided herein.

              q. MERGER OR SALE OF ASSETS. In the event of any merger or sale of
all or substantially all of the assets of the Corporation, each holder of shares
of Class F Preferred Stock then outstanding may elect at its option to receive
both (i) a cash payment in the amount of its Class F Liquidation Preference and
(ii) its ratable share of all consideration to which holders of Common Stock are
entitled, the Class F Preferred Stock being treated for the purpose of this
subsection H.5.q(ii) as having been converted.

         6. REDEMPTION.

              a. Subject to the conditions provided in this Section 6, at any
time on or after May 23, 2005, each holder of shares of Class F Preferred Stock
shall have the right, at the sole option of such holder, to require the
Corporation to redeem all or less than all of the shares of Class F Preferred
Stock owned by such holder at a price per share equal to the Redemption Price
(as defined below). Such holder may exercise its redemption right under this
Section H.6. by delivering to the Corporation at its principal offices a written
notice (a "Redemption Notice") stating that such holder exercises its redemption
rights under this Section H.6. and setting forth the number of shares of Class F
Preferred Stock to be redeemed and an account of such holder to which the
Redemption Price for such shares shall be paid (the "Class F Holder's Account").
Such Redemption Notice shall be accompanied by either (i) the certificates
representing the shares of Class F Preferred Stock to be redeemed or (ii) a
statement by such holder to the effect that such certificates have been lost,
stolen or destroyed and an agreement of such holder to indemnify the Corporation
from any loss incurred by it in connection with such certificates. The
Corporation shall promptly provide to all other Class F Holders, Class D Holders
and Class E Holders written notice of such requested redemption and a copy of
any such Redemption Notice (the "Corporation Redemption Notice"), unless such

                                      -62-




requested Redemption Notice was received by the Corporation in response to a
Corporation Redemption Notice for which the applicable Redemption Notification
Period (described below) has not yet expired.

              b. Subject to Sections F.6.d and G. 6.d above, upon the fifteenth
day following the date that the Corporation sends a Corporation Redemption
Notice to the other Class F Holders (the "Redemption Notification Period"), the
Corporation shall pay each Class F Holder who has submitted a Redemption Notice
during the Redemption Notification Period its respective Redemption Price for
the shares of Class F Preferred Stock to be redeemed pursuant to the such Class
F Holder's Redemption Notice by wire transfer of immediately available funds to
the Class F Holder's Account; provided that if the funds of the Corporation
legally available for redemption of shares of Class F Preferred Stock are
insufficient to redeem the total number of shares of Class F Preferred Stock
submitted for redemption during such Redemption Notification Period, such shares
shall be redeemed in accordance with Section 6.g below. In the event that the
number of shares of Class F Preferred Stock represented by the certificates
delivered to the Corporation under Section H.6.(a) hereof exceeds the number of
shares redeemed, the Corporation shall promptly deliver to the holder at such
holder's last address appearing on the books and records of the Corporation a
certificate representing the number of such shares of Class F Preferred Stock
not redeemed.

              c. Such redemption shall be deemed to have been made as of the
close of business on the date of the receipt of such Redemption Notice by the
Corporation, and the rights of the holder thereof, except for the right to
receive the Redemption Price for such redeemed shares as provided in this
Section H.6, shall cease and terminate as to such redeemed shares on such date.

              d. Notwithstanding any other provision herein, upon receipt of a
copy of any Redemption Notice provided pursuant to Section F.6.a or Section
G.6.a above, any Class F Holder may elect, at any time within the applicable
five business day period set forth in Section F.6.b or G.6.b above, to redeem
all or a portion of such Class F Holder's shares pursuant to the terms set forth
in this Section H.6; provided, that if the funds of the Corporation legally
available for redemption of shares of Class F Preferred Stock and the Class D
Preferred Stock or Class E Preferred Stock are insufficient to redeem the total
number of shares of Class F Preferred Stock and Class D Preferred Stock or Class
E Preferred Stock submitted for redemption during such applicable five business
day period, those funds which are legally available will be used to redeem the
maximum possible number of whole shares ratably among the holders of such
shares, on a capital contributed basis.

              e. As used herein, "Redemption Price" means the sum of the Class F
Stated Value multiplied by the number of shares to be redeemed, plus all accrued
but unpaid dividends thereon as of the effective date of such redemption.

              f. If the Corporation for any reason fails to redeem any of the
shares of Class F Preferred Stock in accordance with this Section 6 on or prior
to the redemption date determined in accordance with this Section 6, then,
notwithstanding anything to the

                                      -63-




contrary contained in this Restated Certificate of Incorporation, the
Corporation may not incur any indebtedness for money borrowed (unless the
proceeds of such incurrence of indebtedness are used to make all overdue
redemptions) or borrow or reborrow any amounts under any lines of credit which
it may then have outstanding without the prior written consent of the holders of
not less than a majority of the then outstanding shares of Class F Preferred
Stock voting as a single class.

              g. If the funds of the Corporation legally available for
redemption of shares of Class F Preferred Stock on a redemption are insufficient
to redeem the total number of shares of Class F Preferred Stock submitted for
redemption, those funds which are legally available will be used to redeem the
maximum possible number of whole shares ratably among the holders of such
shares. The shares of Class F Preferred Stock not redeemed shall remain
outstanding and entitled to all rights and preferences provided herein. At any
time thereafter when additional funds of the Corporation are legally available
for the redemption of such shares of Class F Preferred Stock, such funds will be
used, at the end of the next succeeding fiscal quarter, to redeem the balance of
such shares, or such portion thereof for which funds are then legally available.

         7. STATUS OF REACQUIRED SHARES. Shares of Class F Preferred Stock that
have been issued and reacquired in any manner shall (upon compliance with any
applicable provisions of the laws of the State of Delaware) have the status of
authorized and unissued shares of Class F Preferred Stock issuable in series
undesignated as to class and may be redesignated and reissued.

         8. EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required by
law or provided by contract, the shares of Class F Preferred Stock shall not
have any preferences or relative, participating, optional or other special
rights, other than those specifically set forth in this Fourth Amended and
Restated Certificate of Incorporation.

         9. IDENTICAL RIGHTS. Each share of the Class F Preferred Stock shall
have the same relative rights and preferences as, and shall be identical in all
respects with, all other shares of the Class F Preferred Stock.

         10. CERTIFICATES. So long as any shares of the Class F Preferred Stock
are outstanding, there shall be set forth on the face or back of each stock
certificate issued by the Corporation a statement that the Corporation shall
furnish without charge to each shareholder who so requests, a full statement of
the designation and relative rights, preferences and limitations of each class
of stock or series thereof that the Corporation is authorized to issue and of
the authority of the Board of Directors to designate and fix the relative
rights, preferences and limitations of each series.

                                      -64-




         11. RANK. Except as otherwise provided herein, the Class F Preferred
Stock shall rank senior to the Common Stock, Class A Preferred Stock, Class B
Preferred Stock, Class C Preferred Stock, Class D Preferred Stock and Class E
Preferred Stock in right as to dividends, and upon liquidating dissolution or
winding up of the Company.

         12. NONPARTICIPATING HOLDERS. As used herein, "NONPARTICIPATING HOLDER"
means any holder of Class F Preferred Stock that is provided an opportunity to
purchase its Pro Rata Portion (as defined below) of the first offering of Class
F Senior Preferred Stock or Class F Parity Preferred Stock (the principal
purpose of such offering being to raise capital) made subsequent to such
holder's acquisition of Class F Preferred Stock and that fails to purchase its
Pro Rata Portion of such of Class F Senior Preferred Stock or Class F Parity
Preferred Stock. A holder's "PRO RATA PORTION" of such Class F Senior Preferred
Stock or Class F Parity Preferred Stock means the aggregate number of Class F
Senior Preferred Stock or Class F Parity Preferred Stock which the Board of
Directors of the Corporation, subject to satisfaction of applicable preemptive
rights or rights of first refusal, determines to issue in such offering to all
existing holders of Common Stock and Preferred Stock, multiplied by a fraction,
the numerator of which is the sum of the number of shares of Common Stock issued
to such holder (or its predecessor holder) prior to the date such offering
commences plus the number of shares of Common Stock issuable upon conversion of
all shares of Preferred Stock of the Corporation held by such holder at the time
such offering commences, and the denominator of which is the sum of the number
of shares of Common Stock issued and outstanding immediately prior to the date
such offering commences plus the number of shares of Common Stock issuable upon
conversion of all shares of Preferred Stock of the Corporation held by all
holders of Preferred Stock at the time such offering commences and upon exercise
of all outstanding options and warrants issued by the Corporation. For purposes
of this Section 12, a holder of Common Stock and/or Preferred Stock shall be
deemed to have purchased Common Stock and/or Preferred Stock purchased by an
"affiliate" (as defined in Rule 144 under the Securities Act of 1933, as
amended, or any successor rule) of such holder, and a holder shall be deemed to
have had the opportunity to purchase such Class F Parity Preferred Stock or
Class F Senior Preferred Stock if (i) the Corporation provides such holder with
a written notice setting forth the type and number of Class F Parity Preferred
Stock or Class F Senior Preferred Stock being offered, a description of the
principal terms of any Class F Parity Preferred Stock or Class F Senior
Preferred Stock, the proposed purchase price for such Class F Parity Preferred
Stock or Class F Senior Preferred Stock and the proposed closing date for such
offering of such Class F Parity Preferred Stock or Class F Senior Preferred
Stock and (ii) such holder is provided at least 15 days after the delivery of
such notice in which to agree to acquire its Pro Rata Portion of such Class F
Parity Preferred Stock or Class F Senior Preferred Stock.

         FIFTH: In furtherance of and not in limitation of powers conferred by
statute, it is further provided:

              1. Election of directors need not be by written ballot.

              2. The Board of Directors is expressly authorized to adopt, amend
or repeal the By-Laws of the Corporation.

                                      -65-




         SIXTH: Except to the extent that the General Corporation Law of
Delaware prohibits the elimination or limitation of liability of directors for
breaches of fiduciary duty, no director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for any
breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability. No amendment to or repeal of this provision shall apply
to or have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

         SEVENTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware, as amended from time to
time, indemnify each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was, or has agreed to become, a director or officer of the
Corporation, or is or was serving, or has agreed to serve, at the request of the
Corporation, as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other enterprise
(including any employee benefit plan) (all such persons being referred to
hereafter as an "Indemnitee"), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by or on behalf of an Indemnitee in connection with such action, suit
or proceeding and any appeal therefrom.

         As a condition precedent to his right to be indemnified, the Indemnitee
must notify the Corporation in writing as soon as practicable of any action,
suit proceeding or investigation involving him for which indemnity will or could
be sought. With respect to any action, suit, proceeding or investigation of
which the Corporation is so notified, the Corporation will be entitled to
participate therein at its own expense and/or to assume the defense thereof at
its own expense, with legal counsel reasonably acceptable to the Indemnitee.

         In the event that the Corporation does not assume the defense of any
action, suit, proceeding or investigation of which the Corporation receives
notice under this Article, the Corporation shall pay in advance of the final
disposition of such matter any expenses (including attorneys' fees) incurred by
an indemnitee in defending a civil or criminal action, suit, proceeding or
investigation or any appeal therefrom; PROVIDED, however, that the payment of
such expenses incurred by an Indemnitee in advance of the final disposition of
such matter shall be made only upon receipt of an undertaking by or on behalf of
the Indemnitee to repay all amounts so advanced in the event that it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified
by the Corporation as authorized in this Article, which undertaking shall be
accepted without reference to the financial ability of the Indemnitee to make
such repayment; and FURTHER PROVIDED that no such advancement of expenses shall
be made if it is determined that the Indemnitee did not act in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the Corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.

                                      -66-




         The Corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such Indemnitee unless the initiation thereof was approved by the Board of
Directors of the Corporation. In addition, the Corporation shall not indemnify
an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of
insurance, and in the event the Corporation makes any indemnification payments
to an Indemnitee and such Indemnitee is subsequently reimbursed from the
proceeds of insurance, such Indemnitee shall promptly refund such
indemnification payments to the Corporation to the extent of such insurance
reimbursement.

         All determinations hereunder as to the entitlement of an Indemnitee to
indemnification or advancement of expenses shall be made in each instance by (a)
a majority vote of the directors of the Corporation consisting of persons who
are not at that time parties to the action, suit or proceeding in question
("disinterested directors"), whether or not a quorum, (b) a majority vote of a
quorum of the outstanding shares of stock of all classes entitled to vote for
directors, voting as a single class, which quorum shall consist of stockholders
who are not at that time parties to the action, suit or proceeding in question,
(c) independent legal counsel (who may, to the extent permitted by law, be
regular legal counsel to the Corporation), or (d) a court of competent
jurisdiction.

         The Indemnification rights provided in this Article (i) shall not be
deemed exclusive of any other rights to which an Indemnitee may be entitled
under any law, agreement or vote of stockholders or disinterested directors or
otherwise, and (ii) shall inure to the benefit of the heirs, executors and
administrators of the Indemnitees. The Corporation may, to the extent authorized
from time to time by its Board of Directors, grant indemnification rights to
other employees or agents of the Corporation or other persons serving the
Corporation and such rights may be equivalent to, or greater or less than, those
set forth in this Article.

         EIGHTH: Subject to the approval rights of holders of Common Stock or
Preferred Stock set forth in this Restated Certificate, the Corporation reserves
the right to amend, alter, change or repeal any provision contained in this
Restated Certificate of Incorporation, in the manner now or hereafter prescribed
by statute and this Restated Certificate of Incorporation, and all rights
conferred upon stockholders herein are granted subject to this reservation.


                                      -67




     EXECUTED at Woburn, Massachusetts, on May 23, 2000.



                                        /s/ Maureen Lister
                                        ---------------------------------------
                                        Maureen Lister, Secretary