EXHIBIT 3.1

                         CORRECTED AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          PHARSIGHT MERGER CORPORATION

                                       I.

         The name of this corporation is Pharsight Merger Corporation.

                                      II.

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

                                      III.

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

                                      IV.

         A.       This corporation is authorized to issue two classes of stock
to be designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares which the corporation is authorized to issue is one hundred
thirty-two million (132,000,000) shares. one hundred and twenty million
(120,000,000) shares shall be Common Stock, each having a par value of one-tenth
of one cent ($.001). Twelve million (12,000,000) shares shall be Preferred
Stock, each having a par value of one-tenth of one cent ($.001).

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

         C.       One million nine hundred thirty-five thousand two hundred
seventy-four (1,935,274) of the authorized shares of Preferred Stock are hereby
designated "Series A Preferred Stock" (the "Series A Preferred"). Five hundred
forty thousand (540,000) shares of the authorized shares of Preferred Stock are
hereby designated "Series B Preferred Stock" (the


                                       1


"Series B Preferred"). Two million five hundred eighty-one thousand six hundred
forty (2,581,640) shares of the authorized shares of Preferred Stock are hereby
designated "Series C Preferred Stock" (the "Series C Preferred"). Two million
nine hundred thirty thousand (2,930,000) shares of the authorized shares of
Preferred Stock are hereby designated "Series D Preferred Stock" (the "Series D
Preferred"). Two million seven hundred seventy-seven thousand seven hundred
seventy-eight (2,777,778) shares of the authorized Preferred Stock are hereby
designated "Series E Preferred Stock" (the "Series E Preferred"). One million
two hundred thirty-five thousand three hundred eight (1,235,308) shares of the
authorized Preferred Stock remain undesignated (the "Undesignated Preferred").
The Series A Preferred, Series B Preferred, Series C Preferred, Series D
Preferred, Series E Preferred and Undesignated Preferred are collectively
referred to as the "Preferred Stock."

         D.       The respective rights, preferences, privileges, restrictions
and other matters relating to the Series A Preferred, Series B Preferred, Series
C Preferred, Series D Preferred and Series E Preferred are as follows:

         1.       DIVIDEND RIGHTS.

                  a.       Holders of the Series A Preferred, Series B
Preferred, Series C Preferred, Series D Preferred and Series E Preferred, in
preference to the holders of any other stock of the Company ("Junior Stock"),
shall be entitled to receive, when and as declared by the Board of Directors,
but only out of funds that are legally available therefor, cash dividends at the
rate of ten percent (10%) of the "Original Issue Price" with respect to the
Series A Preferred, the Series B Preferred, the Series D Preferred and Series E
Preferred and at the rate of nine percent (9%) of the "Original Issue Price" per
annum with respect to the Series C Preferred on each outstanding share of such
series of Preferred Stock (as adjusted for any stock dividends, combinations,
splits recapitalization and the like with respect to such shares). The Original
Issue Price of the Series A Preferred shall be $0.98; the Original Issue Price
of the Series B Preferred shall be $1.50; the Original Issue Price of the Series
C Preferred shall be $2.37; the Original Issue Price of the Series D Preferred
shall be $3.27; and the Original Issue Price of the Series E Preferred shall be
$7.20. Such dividends shall be payable only when, as and if declared by the
Board of Directors and shall be non-cumulative.

                  b.       So long as any shares of Preferred Stock shall be
outstanding, no dividend, whether in cash or property, shall be paid or
declared, nor shall any other distribution be made, on any Junior Stock, nor
shall any shares of any Junior Stock of the Corporation be purchased, redeemed,
or otherwise acquired for value by the Corporation (except for acquisitions of
Common Stock by the Corporation pursuant to agreements which permit the
Corporation to repurchase such shares upon termination of services to the
Corporation or in exercise of the Corporation's right of first refusal upon a
proposed transfer) until all dividends (set forth in Section 1(a) above) on the
Preferred Stock shall have been paid or declared and set apart. In the event
dividends are paid on any share of Common Stock, an additional dividend shall be
paid with respect to all outstanding shares of Preferred Stock in an amount
equal per share (on an as-if-converted to Common Stock basis) to the amount paid
or set aside for each share of Common Stock. The provisions of this Section 1(b)
shall not, however, apply to (i) a dividend payable in Common Stock, (ii) the
acquisition of shares of any Junior Stock in exchange for shares of any other
Junior Stock, or (iii) any repurchase of any outstanding securities of the
Corporation that is

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unanimously approved by the Corporation's Board of Directors. The holders of the
Preferred Stock expressly waive their rights, if any, as described in California
Corporations Code Sections 502, 503 and 506 as they relate to repurchase of
shares pursuant to a written repurchase option upon termination of employment.

         2.       VOTING RIGHTS.

                  a.       GENERAL RIGHTS. Except as otherwise provided herein
or as required by law, the Preferred Stock shall be voted equally with the
shares of the Common Stock of the Company and not as a separate class, at any
annual or special meeting of stockholders of the Company, and may act by written
consent in the same manner as the Common Stock, in either case upon the
following basis: each holder of shares of the Preferred Stock shall be entitled
to such number of votes as shall be equal to the whole number of shares of
Common Stock into which such holder's aggregate number of shares of the
Preferred Stock are convertible (pursuant to Section 4 hereof) immediately after
the close of business on the record date fixed for such meeting or the effective
date of such written consent.

                  b.       SEPARATE VOTE OF SERIES A PREFERRED. For so long as
at least one hundred fifty thousand (150,000) shares of Series A Preferred
remain outstanding, in addition to any other vote or consent required herein or
by law, the vote or written consent of the holders of more than fifty percent
(50%) of the outstanding Series A Preferred shall be necessary for effecting or
validating the following actions:

                           (i)      Any amendment, alteration, or repeal of any
provision of the Amended and Restated Certificate of Incorporation (the
"Restated Certificate") or the Bylaws of the Corporation (including any filing
of a Certificate of Determination), that materially alters or changes the
rights, preferences, or privileges of the Series A Preferred;

                           (ii)     Any increase in the authorized number of
shares of Series A Preferred; or

                           (iii)    Any authorization of any class of shares or
series of equity securities of the Corporation ranking on a parity with or
senior to the Series A Preferred in right of redemption, liquidation preference,
voting or dividends.

                  c.       SEPARATE VOTE OF SERIES B PREFERRED. For so long as
at least one hundred fifty thousand (150,000) shares of Series B Preferred
remain outstanding, in addition to any other vote or consent required herein or
by law, the vote or written consent of the holders of more than fifty percent
(50%) of the outstanding Series B Preferred shall be necessary for effecting or
validating the following actions:

                           (i)      Any amendment, alteration, or repeal of any
provision of the Restated Certificate or the Bylaws of the Corporation
(including any filing of a Certificate of Determination), that materially alters
or changes the rights, preferences, or privileges of the Series B Preferred;

                           (ii)     Any increase in the authorized number of
shares of Series B Preferred; or


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                           (iii)    Any authorization of any class of shares or
series of equity securities of the Corporation ranking on a parity with or
senior to the Series B Preferred in right of redemption, liquidation preference,
voting or dividends.

                  d.       SEPARATE VOTE OF SERIES C PREFERRED. For so long as
at least one hundred fifty thousand (150,000) shares of Series C Preferred
remain outstanding, in addition to any other vote or consent required herein or
by law, the vote or written consent of the holders of more than fifty percent
(50%) of the outstanding Series C Preferred shall be necessary for effecting or
validating the following actions:

                           (i)      Any amendment, alteration, or repeal of any
provision of the Restated Certificate or the Bylaws of the Corporation
(including any filing of a Certificate of Determination), that materially alters
or changes the rights, preferences, or privileges of the Series C Preferred;

                           (ii)     Any increase in the authorized number of
shares of Series C Preferred; or

                           (iii)    Any authorization of any class of shares or
series of equity securities of the Corporation ranking on a parity with or
senior to the Series C Preferred in right of redemption, liquidation preference,
voting or dividends.

                  e.       SEPARATE VOTE OF SERIES D PREFERRED. For so long as
at least one hundred fifty thousand (150,000) shares of Series D Preferred
remain outstanding, in addition to any other vote or consent required herein or
by law, the vote or written consent of the holders of more than fifty percent
(50%) of the outstanding Series D Preferred shall be necessary for effecting or
validating the following actions:

                           (i)      Any amendment, alteration, or repeal of any
provision of the Restated Certificate or the Bylaws of the Corporation
(including any filing of a Certificate of Determination), that materially alters
or changes the rights, preferences, or privileges of the Series D Preferred;

                           (ii)     Any increase in the authorized number of
shares of Series D Preferred; or

                           (iii)    Any authorization of any class of shares or
series of equity securities of the Corporation ranking on a parity with or
senior to the Series D Preferred in right of redemption, liquidation preference,
voting or dividends.

                  f.       SEPARATE VOTE OF SERIES E PREFERRED. For so long as
at least one hundred fifty thousand (150,000) shares of Series E Preferred
remain outstanding, in addition to any other vote or consent required herein or
by law, the vote or written consent of the holders of more than fifty percent
(50%) of the outstanding Series E Preferred shall be necessary for effecting or
validating the following actions:

                           (i)      Any amendment, alteration, or repeal of any
provision of the Restated Certificate or the Bylaws of the Corporation
(including any filing of a Certificate of

                                       4


Determination), that materially alters or changes the rights, preferences, or
privileges of the Series E Preferred;

                           (ii)     Any increase in the authorized number of
shares of Series E Preferred; or

                           (iii)    Any authorization of any class of shares or
series of equity securities of the Corporation ranking senior to the Series E
Preferred as to redemption, liquidation preference, voting or dividend rights;
provided, however, that greater liquidation preference or dividend rights that
are merely proportional to the difference in original issue price of such equity
securities from that of the Series E Preferred shall not cause such equity
securities to be deemed senior to the Series E Preferred.

                  g.       SEPARATE VOTE OF PREFERRED STOCK. For so long as at
least seven hundred fifty thousand (750,000) shares of Preferred Stock remain
outstanding, in addition to any other vote or consent required herein or by law,
the vote or written consent of the holders of more than sixty-six percent (66%)
of the then outstanding shares of Series A Preferred, Series B Preferred, Series
C Preferred, Series D Preferred and Series E Preferred, voting together as one
class, shall be necessary for effecting or validating the following actions:

                           (i)      Any approval by the Corporation or its
stockholders of an Asset Transfer or Acquisition (each as defined in Section
3(c)) or any voluntary dissolution or liquidation of the Corporation;

                           (ii)     Any redemption, repurchase, or acquisition
of any Common Stock of the Corporation (except for acquisitions of Common Stock
by the Corporation pursuant to agreements which permit the Corporation to
repurchase such shares upon termination of services to the Corporation or in
exercise of the Corporation's right of first refusal upon a proposed transfer);
or

                           (iii)    Any authorization of any debt securities of
the Corporation other than (a) unsecured debt in an amount not to exceed five
million dollars ($5,000,000), (b) equipment financing, or (c) any debt secured
by accounts receivable, inventory, real property, fixtures, or equipment.

         3.       LIQUIDATION RIGHTS.

                  a.       Upon any liquidation, dissolution, or winding up of
the Corporation, whether voluntary or involuntary, before any distribution or
payment shall be made to the holders of any Junior Stock, (i) the holders of
Series A Preferred shall be entitled to be paid out of the assets of the
Corporation an amount per share of Series A Preferred equal to the sum of (A)
the Original Issue Price of the Series A Preferred, and (B) all declared and
unpaid dividends on such shares of Series A Preferred (as adjusted for any stock
dividends, combinations, splits, recapitalizations and the like with respect to
such shares) for each share of Series A Preferred held by them; (ii) the holders
of Series B Preferred shall be entitled to be paid out of the assets of the
Corporation an amount per share of Series B Preferred equal to the sum of (A)
the Original Issue Price of the Series B Preferred, and (B) all declared and
unpaid dividends on such shares of Series B Preferred (as adjusted for any stock
dividends, combinations, splits,

                                       5


recapitalizations and the like with respect to such shares) for each share of
Series B Preferred held by them; (iii) the holders of Series C Preferred shall
be entitled to be paid out of the assets of the Corporation an amount per share
of Series C Preferred equal to the sum of (A) the Original Issue Price of the
Series C Preferred, (B) all declared and unpaid dividends on such shares of
Series C Preferred and (C) an amount, if any, equal to eight percent (8%) of the
Original Issue Price of the Series C Preferred times the number of full years
elapsed between the original issue date of the Series C Preferred and the date
of liquidation, dissolution or winding up of the Corporation (as adjusted for
any stock dividends, combinations, splits, recapitalizations and the like with
respect to such shares) for each share of Series C Preferred held by them; (iv)
the holders of Series D Preferred shall be entitled to be paid out of the assets
of the Corporation an amount per share of Series D Preferred equal to the sum of
(A) the Original Issue Price of the Series D Preferred, and (B) all declared and
unpaid dividends on such shares of Series D Preferred (as adjusted for any stock
dividends, combinations, splits, recapitalizations and the like with respect to
such shares) for each share of Series D Preferred held by them; and (v) the
holders of Series E Preferred shall be entitled to be paid out of the assets of
the Corporation an amount per share of Series E Preferred equal to the sum of
(A) the Original Issue Price of the Series E Preferred, and (B) all declared and
unpaid dividends on such shares of Series E Preferred (as adjusted for any stock
dividends, combinations, splits, recapitalizations and the like with respect to
such shares) for each share of Series E Preferred held by them.

                  b.       After the payment of the full liquidation preference
of the Preferred Stock as set forth in Section 3(a) above, the remaining assets
of the Corporation legally available for distribution, if any, shall be
distributed ratably to the holders of the Common Stock and Series C Preferred.

                  c.       The following events shall be considered a
liquidation under Section 3(a):

                           (i)      any consolidation or merger of the
Corporation with or into any other corporation or other entity or person, or any
other corporate reorganization, in which the stockholders of the Corporation
immediately prior to such consolidation, merger or reorganization, own less than
50% of the resulting company's voting power immediately after such
consolidation, merger or reorganization, or any transaction or series of related
transactions in which in excess of fifty percent (50%) of the Corporation's
voting power is transferred (an "Acquisition"); or

                           (ii)     a sale, lease or other disposition of all or
substantially all of the assets of the Corporation (an "Asset Transfer").

                  d.       If, upon any liquidation, distribution, or winding
up, the assets of the Corporation shall be insufficient to make payment in full
to all holders of Preferred Stock of the liquidation preference set forth in
Section 3(a), then such assets shall be distributed among the holders of
Preferred Stock at the time outstanding, ratably in proportion to the full
amounts to which they would otherwise be respectively entitled.

                  e.       In the event the Corporation proposes to distribute
assets other than cash in connection with any liquidation, dissolution or
winding up of the Corporation, the value


                                       6


of the assets to be distributed to the holders of shares of the Preferred Stock
shall be determined in good faith by the Board. Any securities not subject to
investment letter or similar restrictions on free marketability shall be valued
as follows:

                           (i)      If traded on a securities exchange, the
value shall be deemed to be the average of the security's closing prices on such
exchange over the thirty (30) day period ending three (3) days prior to the
distribution;

                           (ii)     If actively traded over-the-counter, the
value shall be deemed to be the average of the closing bid prices over the
thirty (30) day period ending three (3) days prior to the distribution; and

                           (iii)    If there is no active public market, the
value shall be the fair market value thereof as determined in good faith by the
Board.

The method of valuation of securities subject to investment letter or other
restrictions on free marketability shall be adjusted to make an appropriate
discount from the market value determined as above in clauses (i), (ii) or (iii)
to reflect the fair market value thereof as determined in good faith by the
Board. The holders of at least fifty-one percent (51%) of the outstanding
Preferred Stock shall have the right to challenge any determination by the Board
of fair market value pursuant to this Section 3(e), in which case the
determination of fair market value shall be made by an independent appraiser
selected jointly by the Board and the challenging parties, the cost of such
appraisal to be borne equally by the Corporation and the challenging parties.

         4.       CONVERSION RIGHTS.

                  The holders of the Preferred Stock shall have the following
rights with respect to the conversion of the Preferred Stock into shares of
Common Stock (the "Conversion Rights"):

                  a.       OPTIONAL CONVERSION. Subject to and in compliance
with the provisions of this Section 4, and subject to the restriction set forth
in Section 5(e) below, any shares of Series A Preferred, Series B Preferred,
Series C Preferred, Series D Preferred and Series E Preferred may, at the option
of the holder, be converted at any time into fully-paid and nonassessable shares
of Common Stock. The number of shares of Common Stock to which a holder of
Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred
or Series E Preferred shall be entitled upon conversion shall be the product
obtained by multiplying the "Series A Conversion Rate," "Series B Conversion
Rate," "Series C Conversion Rate," "Series D Conversion Rate" or "Series E
Conversion Rate" then in effect (determined as provided in Section 4(b)) by the
respective number of shares of Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred or Series E Preferred being converted.

                  b.       CONVERSION RATE. The conversion rate in effect at any
time for conversion of the Series A Preferred (the "Series A Conversion Rate")
shall be the quotient obtained by dividing the Original Issue Price of the
Series A Preferred by the "Series A Conversion Price," calculated as provided in
Section 4(c). The conversion rate in effect at any time for conversion of the
Series B Preferred (the "Series B Conversion Rate") shall be the


                                       7


quotient obtained by dividing the Original Issue Price of the Series B Preferred
by the "Series B Conversion Price," calculated as provided in Section 4(c). The
conversion rate in effect at any time for conversion of the Series C Preferred
(the "Series C Conversion Rate") shall be the quotient obtained by dividing the
Original Issue Price of the Series C Preferred by the "Series C Conversion
Price," calculated as provided in Section 4(c). The conversion rate in effect at
any time for conversion of the Series D Preferred (the "Series D Conversion
Rate") shall be the quotient obtained by dividing the Original Issue Price of
the Series D Preferred by the "Series D Conversion Price," calculated as
provided in Section 4(c). The conversion rate in effect at any time for
conversion of the Series E Preferred (the "Series E Conversion Rate") shall be
the quotient obtained by dividing the Original Issue Price of the Series E
Preferred by the "Series E Conversion Price," calculated as provided in Section
4(c).

                  c.       CONVERSION PRICE. The conversion price for the Series
A Preferred shall initially be the Original Issue Price of the Series A
Preferred (the "Series A Conversion Price"), the conversion price for the Series
B Preferred shall initially be the Original Issue Price of the Series B
Preferred (the "Series B Conversion Price"), the conversion price for the Series
C Preferred shall initially be the Original Issue Price of the Series C
Preferred (the "Series C Conversion Price"), the conversion price for the Series
D Preferred shall initially be the Original Issue Price of the Series D
Preferred (the "Series D Conversion Price") and the conversion price for the
Series E Preferred shall initially be the Original Issue Price of the Series E
Preferred (the "Series E Conversion Price"). Such initial Series A Conversion
Price, Series B Conversion Price, Series C Conversion Price, Series D Conversion
Price and Series E Conversion Price shall be adjusted from time to time in
accordance with this Section 4. All references to the Series A Conversion Price,
Series B Conversion Price, Series C Conversion Price, Series D Conversion Price
and Series E Conversion Price herein shall mean the Series A Conversion Price,
Series B Conversion Price, Series C Conversion Price, Series D Conversion Price
and Series E Conversion Price as so adjusted.

                  d.       MECHANICS OF CONVERSION. Each holder of Series A
Preferred, Series B Preferred, Series C Preferred, Series D Preferred or Series
E Preferred who desires to convert the same into shares of Common Stock pursuant
to this Section 4 shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or any transfer agent for the
Preferred Stock, and shall give written notice to the Corporation at such office
that such holder elects to convert the same. Such notice shall state the number
of shares of such series of 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, in the case of conversion of the Series C
Preferred, cash receivable upon such conversion pursuant to Section 4(r), if
any) and shall promptly pay in cash or, to the extent sufficient funds are not
then legally available therefor, in Common Stock (at the Common Stock's fair
market value determined by the Board of Directors as of the date of such
conversion), any declared and unpaid dividends on the shares of such series of
Preferred Stock being converted. Such conversion shall be deemed to have been
made at the close of business on the date of such surrender of the certificates
representing the shares of such series of 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.


                                       8


                  e.       ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the
Corporation shall at any time or from time to time after the date that the first
share of Series A Preferred, Series B Preferred, Series C Preferred, Series D
Preferred or Series E Preferred is issued (the "Original Issue Date" for such
series) effect a subdivision of the outstanding Common Stock, the Series A
Conversion Price, the Series B Conversion Price, the Series C Conversion Price,
the Series D Conversion Price and the Series E Conversion Price in effect
immediately before that subdivision shall be proportionately decreased.
Conversely, if the Corporation shall at any time or from time to time after the
Original Issue Date combine the outstanding shares of Common Stock into a
smaller number of shares, the Series A Conversion Price, the Series B Conversion
Price, the Series C Conversion Price, the Series D Conversion Price and the
Series E Conversion Price in effect immediately before the combination shall be
proportionately increased. Any adjustment under this Section 4(e) shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

                  f.       ADJUSTMENT FOR COMMON STOCK DIVIDENDS AND
DISTRIBUTIONS. If the Corporation at any time or from time to time after the
Original Issue Date makes, or fixes 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, in each such event the Series A
Conversion Price, the Series B Conversion Price, the Series C Conversion Price,
the Series D Conversion Price and the Series E Conversion Price that are 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 Series A Conversion Price, the Series B Conversion Price, the
Series C Conversion Price, the Series D Conversion Price and the Series E
Conversion Price then in effect by a fraction (1) 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
(2) the denominator 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 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 Series A
Conversion Price, the Series B Conversion Price, the Series C Conversion Price,
the Series D Conversion Price and the Series E Conversion Price shall be
recomputed accordingly as of the close of business on such record date and
thereafter the Series A Conversion Price, the Series B Conversion Price, the
Series C Conversion Price, the Series D Conversion Price and the Series E
Conversion Price shall be adjusted pursuant to this Section 4(f) to reflect the
actual payment of such dividend or distribution.

                  g.       ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. If
the Corporation at any time or from time to time after the Original Issue Date
makes, 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, in each such event provision
shall be made so that the holders of the Series A Preferred, Series B Preferred,
Series C Preferred, Series D Preferred and Series E Preferred shall receive upon
conversion thereof, in addition to the number of shares of Common Stock
receivable thereupon (and, in the case of conversion of the Series C Preferred,
cash receivable upon such conversion pursuant to Section 4(r), if any) the
amount of other securities of the Corporation which they would have received had
their shares of such series of Preferred Stock been converted into



                                       9


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,
subject to all other adjustments called for during such period under this
Section 4 with respect to the rights of the holders of such series of Preferred
Stock or with respect to such other securities by their terms.

                  h.       ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND
SUBSTITUTION. If at any time or from time to time after the Original Issue Date,
the Common Stock issuable upon the conversion of the Series A Preferred, Series
B Preferred, Series C Preferred, Series D Preferred or Series E Preferred is
changed into the same or a different number of shares of any class or classes of
stock, whether by recapitalization, reclassification or otherwise (other than an
Acquisition or Asset Transfer as defined in Section 3(c) or a subdivision or
combination of shares or stock dividend or a reorganization, merger,
consolidation or sale of assets provided for elsewhere in this Section 4), in
any such event each holder of such series of Preferred Stock shall have the
right thereafter to receive upon conversion of such series of Preferred Stock
(in addition to any cash receivable upon such conversion of the Series C
Preferred pursuant to Section 4(r)) the kind and amount of stock and other
securities and property receivable upon such recapitalization, reclassification
or other change by holders of the maximum number of shares of Common Stock into
which such shares of 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.

                  i.       REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF
ASSETS. If at any time or from time to time after the Original Issue Date, there
is a capital reorganization of the Common Stock (other than an Acquisition or
Asset Transfer as defined in Section 3(c) or a recapitalization, subdivision,
combination, reclassification, exchange or substitution of shares provided for
elsewhere in this Section 4), as a part of such capital reorganization,
provision shall be made so that the holders of the Series A Preferred, Series B
Preferred, Series C Preferred, Series D Preferred and Series E Preferred shall
thereafter be entitled to receive upon conversion of such series of Preferred
Stock (in addition to any cash receivable upon such conversion of the Series C
Preferred pursuant to Section 4(r)) the number of shares of stock or other
securities or property of the Corporation 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 4 with respect to
the rights of the holders of Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred and Series E Preferred after the capital
reorganization to the end that the provisions of this Section 4 (including
adjustment of the Series A Conversion Price, the Series B Conversion Price,
Series C Conversion Price, the Series D Conversion Price and the Series E
Conversion Price then in effect and the number of shares issuable upon
conversion of such series of Preferred Stock) shall be applicable after that
event and be as nearly equivalent as practicable.

                  j.       CERTIFICATE OF ADJUSTMENT. In each case of an
adjustment or readjustment of the Series A Conversion Price, the Series B
Conversion Price, Series C Conversion Price, the Series D Conversion Price or
the Series E Conversion Price for the number of shares of Common Stock or other
securities or property issuable upon conversion of such


                                       10


series of Preferred Stock, if the Preferred Stock is then convertible pursuant
to this Section 4, the Corporation, at its expense, shall 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
such series of 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, including a statement of (1) the Series A Conversion
Price, the Series B Conversion Price, the Series C Conversion Price, the Series
D Conversion Price and the Series E Conversion Price at the time in effect, and
(2) the type and amount, if any, of other securities or property which at the
time would be received upon conversion of such series of Preferred Stock.

                  k.       NOTICES OF RECORD DATE. Upon (i) any taking 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 Acquisition (as defined in Section
3(c)) or other 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
Asset Transfer (as defined in Section 3(c)), or any voluntary or involuntary
dissolution, liquidation or winding up of the Corporation, the Corporation shall
mail to each holder of Preferred Stock at least twenty (20) days prior to the
record date specified therein a notice specifying (1) 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, (2) the date on which any such
Acquisition, reorganization, reclassification, transfer, consolidation, merger,
Asset Transfer, dissolution, liquidation or winding up is expected to become
effective and a general description of the proposed transaction, and (3) 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 Acquisition, reorganization, reclassification, transfer, consolidation,
merger, Asset Transfer, dissolution, liquidation or winding up.

                  l.       AUTOMATIC CONVERSION.

                           (1)      Each share of Series A Preferred, Series B
Preferred, Series C Preferred, Series D Preferred and Series E Preferred shall
automatically be converted into shares of Common Stock (a) (i) with respect to
the Series A Preferred, at any time upon the affirmative vote of the holders of
at least fifty-one percent (51%) of the outstanding shares of Series A
Preferred, based on the then-effective Series A Conversion Price, (ii) with
respect to the Series B Preferred, at any time upon the affirmative vote of the
holders of at least fifty-one percent (51%) of the outstanding shares of Series
B Preferred, based on the then-effective Series B Conversion Price, (iii) with
respect to the Series C Preferred, at any time upon the affirmative vote of the
holders of at least fifty-one percent (51%) of the outstanding shares of Series
C Preferred, based on the then-effective Series C Conversion Price, (iv) with
respect to the Series D Preferred, at any time upon the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66 2/3%) of the
outstanding shares of Series D Preferred, based on the then-effective Series D
Conversion Price, or (v) with respect to the Series E Preferred, at any time
upon the affirmative vote of the holders of at least fifty-one percent (51%) of
the outstanding shares of Series E Preferred, based on the then-effective Series
E Conversion Price, or


                                       11


(b) immediately upon the closing of a firmly underwritten public offering
pursuant to an effective registration statement under the Securities Act of
1933, as amended, covering the offer and sale of Common Stock for the account of
the Corporation in which (i) the per share price is at least $10.88 (as adjusted
for any stock dividends, combinations, splits, recapitalizations and the like
with respect to such shares), and (ii) the gross cash proceeds to the
Corporation (before underwriting discounts, commissions and fees) are at least
$20,000,000 (a "Qualified Initial Public Offering").

                           (2)      Upon the occurrence of the event specified
in paragraph (1) above, the outstanding shares of Series A Preferred, Series B
Preferred, Series C Preferred, Series D Preferred and Series E Preferred shall
be converted 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 Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred and Series E Preferred are either delivered to the
Corporation or its transfer agent as provided below, or the holder notifies the
Corporation or its transfer agent that such certificates have been lost, stolen
or destroyed and executes an agreement 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 Series A
Preferred, Series B Preferred, Series C Preferred, Series D Preferred and Series
E Preferred, the holders of such series of Preferred Stock shall surrender the
certificates representing such shares at the office of the Corporation or any
transfer agent for the Preferred 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 Series A
Preferred, Series B Preferred, Series C Preferred, Series D Preferred and Series
E Preferred surrendered were convertible on the date on which such automatic
conversion occurred, and any declared and unpaid dividends shall be paid in
accordance with the provisions of Section 4(d).

                  m.       FRACTIONAL SHARES. No fractional shares of Common
Stock shall be issued upon conversion of the Series A Preferred, Series B
Preferred, Series C Preferred, Series D Preferred or Series E Preferred. All
shares of Common Stock (including fractions thereof) issuable upon conversion of
more than one share of Preferred Stock by a holder thereof shall be aggregated
for purposes of determining whether the conversion would result in the issuance
of any fractional share. If, after the aforementioned aggregation, the
conversion would result in the issuance of any fractional share, the Corporation
shall, in lieu of issuing any fractional share, pay cash equal to the product of
such fraction multiplied by the Common Stock's fair market value (as determined
by the Board) on 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 Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred and Series E Preferred, 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 such series of Preferred Stock. If at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the


                                       12


conversion of all then outstanding shares of such series of 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.       NOTICES. Any notice required by the provisions of
this Section 4 shall be in writing and shall be deemed effectively given: (i)
upon personal delivery to the party to be notified, (ii) when sent by confirmed
telex or facsimile if sent during normal business hours of the recipient; if
not, then on the next business day, (iii) five (5) days after having been sent
by registered or certified mail, return receipt requested, postage prepaid, or
(iv) one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All notices
shall be addressed to each holder of record at the address of such holder
appearing on the books of the Corporation.

                  p.       PAYMENT OF TAXES. The Corporation will pay all taxes
(other than taxes based upon income) and other governmental charges that may be
imposed with respect to the issue or delivery of shares of Common Stock upon
conversion of shares of Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred and Series E Preferred, excluding 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 Preferred Stock so converted were registered.

                  q.       NO DILUTION OR 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
Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred
and Series E Preferred against diminution or other impairment.

                  r.       PAYMENT UPON CONVERSION. Upon any of the following
conversion events, each share of Series C Preferred shall be entitled to
receive, in addition to the Common Stock receivable upon such conversion, an
amount in cash equal to the Original Issue Price of the Series C Preferred:

                           (i)      automatic conversion of the Series C
Preferred pursuant to clause (b) of Section 4(l)(1);

                           (ii)     provided that at least six (6) months have
elapsed since the closing of the first public offering of Common Stock for the
account of the Corporation pursuant to an effective registration statement under
the Securities Act of 1933, as amended, automatic conversion of the Series C
Preferred pursuant to clause (a)(iii) of Section 4(l)(1); or

                           (iii)    provided that at least six (6) months have
elapsed since the closing of the first public offering of Common Stock for the
account of the Corporation pursuant



                                       13


to an effective registration statement under the Securities Act of 1933, as
amended, conversion of the Series C Preferred pursuant to Section 4(a).

         5.       REDEMPTION.

                  a.       The Corporation shall be obligated to redeem the
Series C Preferred upon the vote of the holders of at least fifty-one percent
(51%) of the then outstanding shares of Series C Preferred to the extent it may
lawfully do so, at any time after the fifth anniversary of the Original Issue
Date for the Series C Preferred. The Corporation shall be obligated to redeem
the Series D Preferred upon the vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the then outstanding shares of Series D
Preferred to the extent it may lawfully do so, at any time after the fifth
anniversary of the Original Issue Date for the Series D Preferred. Such
redemptions of the Series C Preferred or Series D Preferred shall be made in
three (3) annual installments beginning sixty (60) days after the Corporation
receives notice of such vote or on the date specified in such vote, whichever is
later, and ending on the date two (2) years from such first redemption date
(each a "Redemption Date"). The Corporation shall effect such redemptions on the
applicable Redemption Date by paying in cash in exchange for each such share of
Series C Preferred or Series D Preferred to be redeemed a sum equal to (A) the
respective Original Issue Price per share of such Series C Preferred or Series D
Preferred, plus (B) all accrued but unpaid dividends with respect to such share
of Series C Preferred or Series D Preferred, plus (C) an amount, if any, equal
to eight percent (8%) of the respective Original Issue Price of each such share
of the Series C Preferred or Series D Preferred, times the number of full years
elapsed between the respective Original Issue Date of the Series C Preferred or
Series D Preferred and such Redemption Date (as adjusted for any stock
dividends, combinations, splits, recapitalizations and the like with respect to
such shares). The total amount to be paid for the Series C Preferred or Series D
Preferred is hereinafter referred to as the "Redemption Price." The number of
shares of Series C Preferred or Series D Preferred that the Corporation shall be
required to redeem on any one Redemption Date shall be equal to the amount
determined by dividing (i) the aggregate number of such shares of Series C
Preferred or Series D Preferred outstanding immediately prior to such Redemption
Date by (ii) the number of remaining Redemption Dates (including the Redemption
Date to which such calculation applies). Shares subject to redemption pursuant
to this Section 5(a) shall be redeemed from each such holder of Series C
Preferred or Series D Preferred on a pro rata basis.

                  b.       At least thirty (30) days but no more than sixty (60)
days prior to the first Redemption Date, the Corporation shall send by mail,
first class postage prepaid, to all holders of Series C Preferred or Series D
Preferred to be redeemed, as the case may be, a written notice (a "Redemption
Notice") notifying such holders of the redemption to be effected on the
Redemption Date and setting forth (i) the Redemption Price for the shares to be
redeemed, and (ii) the place at which such holders may obtain payment of the
Redemption Price upon surrender of their share certificates. If the Corporation
does not have sufficient funds legally available to redeem all of the shares to
be redeemed at the Redemption Date then it shall redeem such shares pro rata
(based on the portion of the aggregate Redemption Price payable to them) to the
extent possible and shall redeem the remaining shares to be redeemed as soon as
sufficient funds are legally available.



                                       14


                  c.       On or prior to the Redemption Date, the Corporation
shall deposit the Redemption Price of all shares to be redeemed with a bank or
trust company having aggregate capital and surplus in excess of $100,000,000, as
a trust fund, with irrevocable instructions and authority to the bank or trust
company to pay, on and after such Redemption Date, the Redemption Price of the
shares to their respective holders upon the surrender of their share
certificates. Any moneys deposited by the Corporation pursuant to this paragraph
5(c) for the redemption of shares thereafter converted into shares of Common
Stock pursuant to Section 4 hereof no later than the fifth (5th) day preceding
the Redemption Date shall be returned to the Corporation forthwith upon such
conversion. The balance of any funds deposited by the Corporation pursuant to
this Section 5(c) remaining unclaimed at the expiration of one (1) year
following such Redemption Date shall be returned to the Corporation promptly
upon its written request.

                  d.       On or after such Redemption Date, each such holder of
shares of Series C Preferred or Series D Preferred to be redeemed shall
surrender such holder's certificates representing such shares to the Corporation
in the manner and at the place designated in the Redemption Notice, and
thereupon the Redemption Price of such shares shall be payable to the order of
the person whose name appears on such certificate or certificates as the owner
thereof and each surrendered certificate shall be canceled. In the event less
than all the shares represented by such certificates are redeemed, a new
certificate shall be issued representing the unredeemed shares. From and after
such Redemption Date, unless there shall have been a default in payment of the
Redemption Price or the Corporation is unable to pay the Redemption Price due to
not having sufficient legally available funds, all rights of the holders of such
shares as holders of Series C Preferred or Series D Preferred, as the case may
be (except the right to receive the Redemption Price without interest upon
surrender of their certificates), shall cease and terminate with respect to such
shares, provided that in the event that such shares of Series C Preferred or
Series D Preferred are not redeemed due to a default in payment by the
Corporation or because the Corporation does not have sufficient legally
available funds, such shares of Series C Preferred or Series D Preferred shall
remain outstanding and shall be entitled to all of the rights and preferences
provided herein.

                  e.       In the event of a call for redemption of any shares
of Series C Preferred or Series D Preferred, the Conversion Rights (as defined
in Section 4) for such Series C Preferred or Series D Preferred shall terminate
as to the shares designated for redemption at the close of business on the fifth
(5th) day preceding the Redemption Date, unless default is made in payment of
the Redemption Price.

         6.       NO REISSUANCE OF PREFERRED STOCK. No share or shares of
Preferred Stock acquired by the Corporation by reason of redemption, purchase,
conversion or otherwise shall be reissued.

         7.       NO PREEMPTIVE RIGHTS. Stockholders shall have no preemptive
rights except as granted by the Company pursuant to written agreements.




                                       15


                                       V.

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

         A.

                  1.       MANAGEMENT OF BUSINESS

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

                  2.       BOARD OF DIRECTORS

                           a.       Subject to the rights of the holders of any
series of Preferred Stock to elect additional directors under specified
circumstances, following the closing of the initial public offering pursuant to
an effective registration statement under the Securities Act of 1933, as amended
(the "Act"), covering the offer and sale of Common Stock to the public (the
"Initial Public Offering"), the directors shall be divided into three classes
designated as Class I, Class II and Class III, respectively. Directors shall be
assigned to each class in accordance with a resolution or resolutions adopted by
the Board of Directors. At the first annual meeting of stockholders following
the closing of the Initial Public Offering, the term of office of the Class I
directors shall expire and Class I directors shall be elected for a full term of
three years. At the second annual meeting of stockholders following the Initial
Public Offering, the term of office of the Class II directors shall expire and
Class II directors shall be elected for a full term of three years. At the third
annual meeting of stockholders following the Initial Public Offering, the term
of office of the Class III directors shall expire and Class III directors shall
be elected for a full term of three years. At each succeeding annual meeting of
stockholders, directors shall be elected for a full term of three years to
succeed the directors of the class whose terms expire at such annual meeting.
During such time or times that the corporation is subject to Section 2115(b) of
the California General Corporation Law ("CGCL"), this Section A.2.a of this
Article V shall become effective and be applicable only when the corporation is
a "listed" corporation within the meaning of Section 301.5 of the CGCL.

                           b.       In the event that the corporation is subject
to Section 2115(b) of the CGCL AND is not a "listed" corporation or ceases to be
a "listed" corporation under Section 301.5 of the CGCL, Section A.2.a. of this
Article V shall not apply and all directors shall be shall be elected at each
annual meeting of stockholders to hold office until the next annual meeting.

                           c.       No person entitled to vote at an election
for directors may cumulate votes to which such person is entitled, unless, at
the time of such election, the corporation is subject to Section 2115(b) of the
CGCL AND is not a "listed" corporation or ceases to be a "listed" corporation
under Section 301.5 of the CGCL. During this time, every



                                       16


stockholder entitled to vote at an election for directors may cumulate such
stockholder's votes and give one candidate a number of votes equal to the number
of directors to be elected multiplied by the number of votes to which such
stockholder's shares are otherwise entitled, or distribute the stockholder's
votes on the same principle among as many candidates as such stockholder thinks
fit. No stockholder, however, shall be entitled to so cumulate such
stockholder's votes unless (i) the names of such candidate or candidates have
been placed in nomination prior to the voting and (ii) the stockholder has given
notice at the meeting, prior to the voting, of such stockholder's intention to
cumulate such stockholder's votes. If any stockholder has given proper notice to
cumulate votes, all stockholders may cumulate their votes for any candidates who
have been properly placed in nomination. Under cumulative voting, the candidates
receiving the highest number of votes, up to the number of directors to be
elected, are elected.

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

                  3.       REMOVAL OF DIRECTORS

                           Removal of directors shall be governed as provided in
the Bylaws of the corporation.

                  4.       VACANCIES

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

                           b.       If at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole board (as constituted immediately prior to any such
increase), the Delaware Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent (10%) of the total
number of the shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships, or to replace the directors chosen by the directors
then in offices as aforesaid, which election shall be governed by Section 211 of
the DGCL.

                           c.       At any time or times that the corporation is
subject to Section 2115(b) of the CGCL, if, after the filling of any vacancy by
the directors then in office who have



                                       17


been elected by stockholders shall constitute less than a majority of the
directors then in office, then:

                                    (i)      Any holder or holders of an
aggregate of five percent (5%) or more of the total number of shares at the time
outstanding having the right to vote for those directors may call a special
meeting of stockholders; or

                                    (ii)     The Superior Court of the proper
county shall, upon application of such stockholder or stockholders, summarily
order a special meeting of stockholders, to be held to elect the entire board,
all in accordance with Section 305(c) of the CGCL. The term of office of any
director shall terminate upon that election of a successor.

         B.

         1.       BYLAW AMENDMENTS

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

         2.       BALLOTS

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

         3.       ACTION BY STOCKHOLDERS

                  No action shall be taken by the stockholders of the
corporation except at an annual or special meeting of stockholders called in
accordance with the Bylaws or by written consent of stockholders in accordance
with the Bylaws prior to the closing of the Initial Public Offering and
following the closing of the Initial Public Offering no action shall be taken by
the stockholders by written consent. Advance notice of stockholder nominations
for the election of directors and of business to be brought by stockholders
before any meeting of the stockholders of the corporation shall be given in the
manner provided in the Bylaws of the corporation.

         4.       ADVANCE NOTICE

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


                                      VI.

         A.       The liability of the directors for monetary damages shall be
eliminated to the fullest extent under applicable law.



                                       18


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

                                      VII.

         A.       The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, except as
provided in paragraph B. of this Article VII, and all rights conferred upon the
stockholders herein are granted subject to this reservation.

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







                                       19