<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>9
<FILENAME>w59294ex3-1.txt
<DESCRIPTION>CERTIFICATE OF INCORPORATION OF BENTLEY SYSTEMS
<TEXT>
<PAGE>
                                                                     Exhibit 3.1



                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          BENTLEY SYSTEMS, INCORPORATED

           THE UNDERSIGNED, for the purpose of forming a corporation pursuant to
the provisions of the General Corporation Law of the State of Delaware, does
hereby certify as follows:

           FIRST:  The name of the Corporation is Bentley Systems, Incorporated.

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

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

           FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is Ninety-Two Million One Hundred
Eighty-Two Thousand Four Hundred Fifty (92,182,450) shares, consisting of Sixty
Million (60,000,000) shares of Class A Voting Common Stock, par value $.01 per
share (the "Class A Common Stock"), Thirty Million (30,000,000) shares of Class
B Non-Voting Common Stock, par value $.01 per share (the "Class B Common
Stock"), One Hundred Fifty Thousand (150,000) shares of Senior Class C Common
Stock, par value $.01 per share (the "Class C Common Stock") and Four Hundred
Eighty Thousand (480,000) shares of Class D Non-Voting Common Stock, par value
$.01 per share (the "Class D Common Stock") (collectively, the "Common Stock")
and One Million Five Hundred Fifty-Two Thousand Four Hundred Fifty (1,552,450)
shares of Series A Convertible Preferred Stock, par value $.01 per share (the
"Preferred Stock").

           (A) Class A Common Stock, Class B Common Stock and Class D Common
Stock.

           1. Identical Rights and Privileges. Except as otherwise expressly
provided in the Certificate of Incorporation or as required by law, all
outstanding shares of Class A Common Stock, Class B Common Stock and Class D
Common Stock shall be identical and shall entitle the holders thereof to the
same rights and privileges.

           2. Voting Rights. The holders of outstanding shares of Class A Common
Stock shall have the right to vote on (or, as provided by law, take action by
consent with respect to) all matters to be voted on or consented to by the
stockholders of the Corporation, and each
<PAGE>
holder shall be entitled to one vote for each share of Class A Common Stock
held. Except as otherwise provided by law, the holders of outstanding shares of
Class B Common Stock and Class D Common Stock shall not have any right to vote
on, or consent with respect to, any matters to be voted on or consented to by
the stockholders of the Corporation, and neither the shares of Class B Common
Stock nor the shares of Class D Common Stock shall be included in determining
the number of shares voting or entitled to vote on any such matters. Except as
otherwise provided by law, on any matter on which (a) the holders of Class B
Common Stock (but not the holders of Class D Common Stock) have the right to
vote, the holders of Class A Common Stock and Class B Common Stock shall vote
together as a single class, (b) the holders of Class D Common Stock (but not the
holders of Class B Common Stock) have the right to vote, the holders of Class A
Common Stock and Class D Common Stock shall vote together as a single class, and
(c) the holders of Class B Common Stock and Class D Common Stock have the right
to vote, the holders of Class A Common Stock, Class B Common Stock and Class D
Common Stock shall vote together as a single class.

           3. Conversion.

              (a) Conversion of Common Stock Upon Determination of Board. Upon
the determination of the Board of Directors of the Corporation at any time while
the Class B Common Stock is outstanding, then, upon ten (10) days written notice
of such determination given to each holder of shares of Class A Common Stock and
Class B Common Stock, each outstanding share of Class B Common Stock shall be
reclassified and converted automatically into one share of Class A Common Stock,
without any further action by the Corporation or the stockholders thereof, and
such shares of Class B Common Stock shall no longer be deemed to be outstanding,
regardless of whether the certificate or certificates representing such shares
are surrendered to the Corporation. After there are no longer shares of any
class of Common Stock outstanding, other than Class A Common Stock, upon the
effectiveness of the filing with the Secretary of State of the State of
Delaware, pursuant to Section 151(g) of the Delaware General Corporation Law, as
amended, of a certificate stating that no shares of such other classes of Common
Stock will be issued, the Class A Common Stock shall be redesignated
automatically as "Common Stock," without any further action by the Corporation
or the stockholders thereof.

              (b) Conversion of Common Stock Upon Public Offering. Upon the
closing of the first underwritten public offering pursuant to an effective
registration statement filed by the Corporation under the Securities Act of
1933, as amended (the "Securities Act"), covering the offer and sale to the
public for the account of the Corporation of any Comparable Security (as defined
below) (an "IPO"), where no conversion of the Class B Common Stock or Class D
Common Stock, as the case may be, has previously occurred, then, without any
further action by the Corporation or the stockholders thereof, each issued and
outstanding share of Class B Common Stock and Class D Common Stock shall be
reclassified and converted automatically into one share of the offered
Comparable Security, and such shares of Class B Common Stock and Class D Common
Stock shall no longer be deemed to be outstanding, regardless of whether the
certificate or certificates representing such shares are surrendered to the
Corporation. For the purposes herein, a "Comparable Security" shall mean any
class or series of Common Stock of the Corporation (other than, with respect to
holders of the Class B Common Stock or Class D Common Stock, shares of the same
class as is held by them) which has the same preferences,

                                      -2-
<PAGE>
rights, qualifications, limitations and restrictions as the Class A Common Stock
in all respects, except that the voting rights of such class or series of Common
Stock may differ from the Class A Common Stock.

              (c) Automatic Conversion of Class D Common Stock. Each share of
Class D Common Stock (i) with respect to which holders of Class D Common Stock
have not exercised their Class D Redemption Rights in accordance with Section
(A)6(a) on or before the expiration of such Class D Redemption Rights, or (ii)
which has been sold or transferred by a holder thereof as permitted under
applicable law and all other agreements, documents and instruments governing the
transfer thereof (except for transfers of Class D Common Stock upon the death of
any holder thereof to his or her estate or heirs) shall automatically be
converted into Class B Common Stock or, if applicable, into the securities into
which the Class B Common Stock have been converted pursuant to Section (A)3(a).
Section (A)3(b) or otherwise, on a one-for-one basis; provided, however, that
any shares of Class D Common Stock that have not been redeemed by the holders
thereof pursuant to Section (A)6(a)(i) shall be subject to the Corporation Class
D Redemption Right (defined below) for the period and on the terms specified in
Section (A)6(d)(i) prior to being converted into shares of Class B Common Stock.

              (d) Mechanics of Conversion. Before any holder of the Class B
Common Stock or the Class D Common Stock converts the same into shares of Class
A Common Stock, Class B Common Stock or Comparable Securities, as the case may
be, in accordance with the foregoing provisions of this Section (A)3, he, she or
it shall surrender the certificate or certificates therefor, duly endorsed, at
the office of the Corporation or of any transfer agent for the Class B Common
Stock or the Class D Common Stock, as the case may be, and shall give written
notice to the Corporation at its principal corporate office, of the election to
convert the same and shall state therein the name or names in which the
certificate or certificates for shares of Class A Common Stock, Class B Common
Stock or Comparable Securities, as the case may be, are to be issued. The
Corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holder of Class B Common Stock or Class D Common Stock, as the
case may be, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Class A Common Stock, Class B Common
Stock or Comparable Securities, as the case may be, to which such holder shall
be entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of the Class B Common Stock or Class D Common Stock to be converted, and
the person or persons entitled to receive the shares of Class A Common Stock,
Class B Common Stock or Comparable Securities, as the case may be, issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares as of such date. If the conversion of Class D Common
Stock is in connection with an IPO, the conversion may, at the option of any
holder tendering Class D Common Stock for conversion, be conditioned upon the
closing with the underwriters of the sale of securities pursuant to such
offering, in which event the person(s) entitled to receive Class B Common Stock
upon conversion of such Class D Common Stock shall not be deemed to have
converted such Class D Common Stock until immediately prior to the closing of
such sale of securities.

              (e) No Impairment. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation,

                                      -3-
<PAGE>
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
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 (A)3
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 B Common Stock and
the Class D Common Stock against impairment.

              (f) No Fractional Shares. No fractional shares shall be issued
upon the conversion of any share or shares of the Class B Common Stock or the
Class D Common Stock, and the number of shares of Class A Common Stock, Class B
Common Stock or Comparable Securities, as the case may be, to be issued shall be
rounded to the nearest whole share. Whether or not fractional shares are
issuable upon such conversion shall be determined on the basis of the total
number of shares of Class B Common Stock or Class D Common Stock, as the case
may be, the holder is at the time converting into Class A Common Stock, Class B
Common Stock or Comparable Securities, as the case may be, and the number of
shares of such Class A Common Stock, Class B Common Stock or Comparable
Securities issuable upon such aggregate conversion.

           4. Notices. Any notice required by the provisions of this Section (A)
to be given to the holders of shares of the Class A Common Stock, Class B Common
Stock and Class D Common Stock shall be deemed given if deposited in the U.S.
mail, postage prepaid, and addressed to each holder of record at his address
appearing on the books of the Corporation.

           5. Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times use its best efforts to reserve and keep available out of its
authorized but unissued shares of Class A Common Stock and Class B Common Stock,
solely for the purpose of effecting the conversion of the shares of the Class B
Common Stock or Class D Common Stock, as the case may be, such number of its
shares of Class A Common Stock and Class B Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding shares of the
Class B Common Stock or the Class D Common Stock, as the case may be, and if at
any time the number of authorized but unissued shares of Class A Common Stock
and Class B Common Stock shall not be sufficient to effect the conversion of all
then outstanding shares of the Class B Common Stock and the Class D Common
Stock, as the case may be, in addition to such other remedies as shall be
available to the holder of such Class B Common Stock or Class D Common Stock, as
the case may be, the Corporation shall take action to increase its authorized
but unissued shares of Class A Common Stock and Class B Common Stock to such
number of shares as shall be sufficient for such purposes, including, without
limitation engaging in best efforts to obtain the requisite shareholder approval
of any necessary amendment to this Certificate of Incorporation.

           6. Redemption.

              (a) At the Option of Holders of the Class D Common Stock. The
Class D Common Stock is redeemable by any one or more holders of Class D Common
Stock in whole or in part (the "Class D Redemption Right") (i) at anytime during
the period commencing on the fifth anniversary of the date that any share of
Class D Common Stock is first issued (the "Class D Initial Issuance Date") and
ending sixty (60) days following the fifth anniversary of the Class D

                                      -4-
<PAGE>
Initial Issuance Date, or, if earlier (ii) upon the consummation of (A) an IPO
(as defined in Section (A)3(b)) or (B) a Liquidity Event (as defined in Section
(B)4(e)), where the price per share of the shares of common stock sold in such
IPO or Liquidity Event is less than the Class D Redemption Amount per share (as
calculated pursuant to Section (A)6(f)) in effect at the time of the IPO or
Liquidity Event, as the case maybe. Subject to the other terms and conditions of
this Section (A)6, holders of Class D Common Stock may exercise their Class D
Redemption Rights by giving written notice in accordance with Sections (A)6(b)
or (A)6(c), as the case may be (the "Class D Stockholder Redemption Notice"). At
any time when the holders of Class D Common Stock have the right to exercise
their Class D Redemption Rights but elect not to or fail to timely elect to
exercise such rights, the unexercised Class D Redemption Rights shall
immediately expire and all of the shares of Class D Common Stock not redeemed
shall be automatically converted into shares of Class B Common Stock in
accordance with Section (A)5 above.

              (b) Notice of IPO and Notice of Exercise. The Corporation will
provide written notice of a proposed IPO and, if known, the proposed offering
price or range of offering prices per share thereof (the "IPO Notice") to
holders of Class D Common Stock before or promptly following the Corporation's
initial filing of a registration statement with the United States Securities and
Exchange Commission pursuant to the Securities Act for the securities to be sold
in the proposed IPO. Holders of Class D Common Stock may exercise their Class D
Redemption Rights in connection with an IPO only by providing the Class D
Stockholder Redemption Notice to the Corporation at its principal office no
later than fourteen (14) days after the giving of the IPO Notice.
Notwithstanding the timely giving of the Class D Stockholder Redemption Notice
in accordance with this Section (A)6(b) or anything else to the contrary
contained herein, the Corporation will effect the redemption of the Class D
Common Stock in connection with an IPO only upon the consummation of the IPO. If
the IPO is not consummated following a timely Class D Stockholder Redemption
Notice given in connection therewith, the Class D Redemption Right shall
continue in effect as if the Class D Stockholder Redemption Notice had not been
given.

              (c) Notice of Liquidity Event and Notice of Exercise. The
Corporation shall provide written notice of a Liquidity Event (the "Liquidity
Event Notice") in which the consideration is to be paid or distributed to
holders of the Class D Common Stock at least ten (10) days prior to the closing
of such Liquidity Event. Holders of Class D Common Stock may exercise their
Class D Redemption Rights in connection with a Liquidity Event only by providing
the Class D Stockholder Redemption Notice to the Corporation at its principal
office no later than ten (10) days following the date on which the Corporation
gives a Liquidity Event Notice. Notwithstanding the giving of the Class D
Stockholder Redemption Notice in accordance with this Section (A)6(c) or
anything else to the contrary contained herein, the Corporation will effect the
redemption of the Class D Common Stock in connection with a Liquidity Event only
upon the consummation of the Liquidity Event. If the Liquidity Event is not
consummated following a timely Class D Stockholder Redemption Notice given in
connection therewith, the Class D Redemption Right shall continue in effect as
if the Class D Stockholder Redemption Notice had not been given.

              (d) At the Option of the Corporation. If the holders of the Class
D Common Stock have not exercised their Class D Redemption Rights prior to their
expiration pursuant to

                                      -5-
<PAGE>
Section (A)6(a)(i), then, for a period of 60 days following such expiration, the
Corporation (on ten (10) days prior written notice (such notice from the
Corporation referred to herein as the "Corporation Class D Redemption Notice"))
shall have the right to redeem all or any portion of the Class D Common Stock
(the "Corporation Class D Redemption Right") for an amount equal to the
Corporation Class D Redemption Amount (as calculated pursuant to Section
(A)6(f)) in effect on the date of exercise of the Corporation Class D Redemption
Right.

              (e) Payment of the Class D Redemption Amount and Corporation Class
D Redemption Amount. If any holder of the Class D Common Stock exercises the
Class D Redemption Right within the period prescribed by Section (A)6(a)(i), the
Corporation shall pay the Class D Redemption Amount in cash within one hundred
eighty (180) days of receiving the Class D Stockholder Redemption Notice. If any
holder of the Class D Common Stock exercises the Class D Redemption Right
pursuant to Section (A)6(a)(ii) or if the Corporation exercises the Corporation
Class D Redemption Right, the Corporation shall pay the Class D Redemption
Amount or the Corporation Class D Redemption Amount, as the case may be, in cash
within thirty (30) days following the consummation of the IPO, the consummation
of the Liquidity Event or the date of such exercise, as the case may be. Pending
payment of the Class D Redemption Amount or the Corporation Class D Redemption
Amount, as the case may be, the Class D Redemption Amount or the Corporation
Class D Redemption Amount shall continue to increase as provided in Section
(A)6(f). Any shares of Class D Common Stock that are redeemed pursuant to this
Section (A)6 or otherwise acquired by the Corporation in any manner whatsoever
shall be canceled and shall not under any circumstances be reissued and the
Corporation may from time to time take such appropriate corporate action as may
be necessary to reduce accordingly the number of authorized shares of Class D
Common Stock.

              (f) Class D Redemption Amount and Corporation Class D Redemption
Amount.

                  (i) Prior to and on August 30, 2002, the "Class D Redemption
Amount" of one share of Class D Common Stock shall equal $13.25. Commencing on
August 30, 2003, the Class D Redemption Amount shall be increased by an amount
equal to 10% of the Class D Redemption Amount on August 30 of the immediately
preceding year, with such increase being pro rated on a per diem basis
commencing on August 30 of the immediately preceding year with respect to any
redemption occurring other than on August 30. For example, the Class D
Redemption Amount per share on August 30, 2003 will be $14.575 per share; on
June 30, 2004 will be $15.79 per share; and on May 30, 2006 will be $18.96.

                  (ii) Prior to and on September 30, 2002, the "Corporation
Class D Redemption Amount" of one share of Class D Common Stock shall equal
$17.00 per share. Commencing on September 30, 2003, the Corporation Class D
Redemption Amount shall be increased by an amount equal to 10% of the
Corporation Class D Redemption Amount on August 30 of the immediately preceding
year, with such increase being pro rated on a per diem basis commencing on
August 30 of the immediately preceding year with respect to any redemption
occurring other than on August 30. For example, the Corporation Class D
Redemption Amount per share on October 1, 2006 will be $24.89.

                                      -6-
<PAGE>
              (g) Notwithstanding anything to the contrary contained herein, (i)
the Class D Redemption Right and the Corporation Class D Redemption Right shall
be subordinate to (A) the Class C Redemption Right and the Stockholder
Redemption Right to the extent such redemption rights are exercised prior to or
contemporaneously with the Class D Redemption Right or the Corporation Class D
Redemption Right and (B) the rights of any bank or other institution which holds
a senior lien position in respect of the Corporation's obligations to repay
borrowed money from time to time, and (ii) the Corporation shall not be required
to redeem any shares of Class D Common Stock if such redemption would violate
Section 160 of the Delaware General Corporation Law or other applicable law or
cause a default or event of default under any of the Corporation's indebtedness
for borrowed money. The shares of Class D Common Stock that are not redeemed
pursuant to this Section (A)6(g) shall remain outstanding and entitled to all
rights and preferences provided herein. In connection with a mandatory
redemption by the Corporation upon the exercise of the Class D Redemption Rights
by holders of the Class D Common Stock, if the funds of the Corporation legally
available for redemption of shares of Class D Common Stock on the redemption
date are insufficient to redeem the total number of outstanding shares of Class
D Common Stock, the holders of shares of Class D Common Stock who have exercised
their Class D Redemption Rights shall share ratably in any funds legally
available for redemption of such shares according to the respective amounts
which would be payable with respect to the full number of shares owned by them
if all such outstanding shares were redeemed in full. At any time thereafter
when additional funds of the Corporation are legally available for the
redemption of such shares of Class D Common Stock, such funds will be used to
redeem the balance of such shares, or such portion thereof for which funds are
then legally available, on the basis set forth above.

           (B) Class C Common Stock. The Class C Common Stock shall have the
rights, preferences, privileges and restrictions as set forth below.

           1. Voting Rights. Except as otherwise provided by law, the holders of
outstanding shares of Class C Common Stock shall not have any right to vote on,
or consent with respect to, any matters to be voted on or consented to by the
stockholders of the Corporation, and the shares of Class C Common Stock shall
not be included in determining the number of shares voting or entitled to vote
on any such matters. Except as otherwise provided by law, on any matter on which
the holders of Class C Common Stock have the right to vote, the holders of Class
C Common Stock shall vote as a single class.

           2. Dividend Provisions. If any dividends or distributions are
declared on the Class A Common Stock or the Class B Common Stock, the holders of
shares of the Class C Common Stock shall participate with holders of shares of
Class A Common Stock and Class B Common Stock on a pro rata basis, based on the
number of shares of Common Stock held by each (assuming conversion of all such
shares of the Class C Common Stock into Class B Common Stock or, if no shares of
Class B Common Stock are then outstanding, such class of Common Stock into which
the Class B Common Stock has been converted, on the terms set forth herein), in
the receipt of such dividends when, as and if declared by the Board of
Directors.

           3. Liquidation Preference.

                                      -7-
<PAGE>
              (a) In the event of any liquidation, dissolution or winding up of
the Corporation, either voluntary or involuntary, the holders of the Class C
Common Stock shall be entitled to receive, out of the assets of the Corporation,
an amount in cash equal to the greater of (i) the sum of the Class C Redemption
Amount (as defined in Section 4) plus the Additional Shares Redemption Amount
(as defined in Section 4) or (ii) the amount such holders would be entitled to
receive with respect to shares of Class B Common Stock if such holders converted
their respective shares of Class C Common Stock into Class B Common Stock in
accordance with Section 5 below. Such payment shall be prior and in preference
to any distribution of any of the assets of the Corporation to the holders of
any class or series of stock of the Corporation other than the Preferred Stock
(which Preferred Stock shall have priority over all Common Stock, including
without limitation, the Class C Common Stock) by reason of their ownership
thereof.

              (b) Upon the completion of the distributions required by Section
(B)3(a) above, the remaining assets of the Corporation available for
distribution to shareholders shall be distributed among the holders of Common
Stock (other than Class C Common Stock) pro rata based on the number of shares
of Common Stock (other than Class C Common Stock) held by each.

              (c) For purposes of this Section 3, a liquidation, dissolution or
winding up of the Corporation shall be deemed to be occasioned by, or to include
(without limitation), (i) the acquisition of the Corporation by another entity
by means of any transaction or series of related transactions (including,
without limitation, any reorganization, merger or consolidation, but eluding any
merger effected exclusively for the purpose of changing the domicile of the
Corporation or any merger of the Corporation with or into a wholly owned
subsidiary of the Corporation that does not affect the ownership or the
outstanding shares of the Corporation) or (ii) a sale of a majority of the
assets of the Corporation.

              (d) The Corporation shall give each holder of record of the Class
C Common Stock written notice of a transaction referred to in Section (B)3(c)
not later than twenty (20) days prior to the shareholders' meeting called to
approve such transaction, or twenty (20) days prior to the closing of such
transaction, whichever is earlier, and shall also notify such holders in writing
of the final approval of such transaction. The first of such notices shrill
describe the material terms and conditions of the impending transaction and the
provisions of this Section 3, and the Corporation shall thereafter give such
holders prompt notice of any material changes. The transaction shall in no event
take place sooner than twenty (20) days after the Corporation has given the
first notice provided for herein or sooner than ten (10) days after the
Corporation has given notice of any material changes provided for herein;
provided, however, that such periods may be shortened upon the written consent
of the Class C Required Holders. "Class C Required Holders" shall mean the
holders of a majority of the shares of Common Stock issued or issuable upon
conversion of the Class C Common Stock; provided however, that such majority
shall include the holders of a majority of such shares other than the Insiders,
or a person or entity (other than the Insiders) that acquires more than fifty
percent (50%) of any of such holders' interest in such Class C Common Stock.
"Insiders" shall mean the Bentleys (as defined in Section (B)4(a)) together with
(i) any persons who are employees of the Corporation or any of its subsidiaries
on the date such person first acquires shares of Class C Common Stock, (ii) any
persons who acquire shares of Class C Common Stock within thirty (30) days of
becoming

                                      -8-
<PAGE>
employees of the Corporation or any of its subsidiaries, and (iii) the immediate
family members of any persons referred to in subclauses (i) or (ii).

              (e) In the event the requirements of Section (B)3(d) are not
complied with, the Corporation shall forthwith either:

                  (i) cause the closing of such transaction to be postponed
until such time as the requirements of this Section 3 have been complied with;
or

                  (ii) cancel such transaction, in which event the rights,
preferences and privileges of the holders of the Class C Common Stock shall
revert to and be the same as such rights, preferences and privileges existing
immediately prior to the date of the first notice referred to in Section
(B)3(d).

           4. Redemption.

              (a) At the Option of Holders of the Class C Common Stock. The
Class C Common Stock is redeemable by any one or more holders of Class C Common
Stock in whole or in part from time to time (the "Class C Redemption Right") at
any time on or after five (5) years after the date that the Class C Common Stock
is first issued (the "Class C Initial Issuance Date"), if the Corporation has
not then consummated a Qualified IPO (as defined in Section (B)5(b)) or a
Liquidity Event on written notice (the "Class C Stockholder Redemption Notice"),
or immediately prior to a Change of Control of the Corporation, at the option of
any such holder of the Class C Common Stock for a purchase price equal to the
sum of the Class C Redemption Amount (as calculated pursuant to Section 4(f))
and the Additional Shares Redemption Amount (as calculated pursuant to Section
4(g)). "Change of Control" shall mean an event that results in Gregory S.
Bentley, Keith A. Bentley, Barry J. Bentley, Raymond P. Bentley and Richard P.
Bentley (each, a "Bentley" and collectively, the "Bentleys") and any trusts
formed by a Bentley for the benefit of family members ceasing to own or control
more than 50% of the voting securities of the Company.

              (b) At the Option of the Corporation. If the Corporation has not
then consummated a Qualified IPO or a Liquidity Event, the Corporation (on
thirty (30) days (the "Corporation Notice Period") prior written notice (such
notice from the Corporation referred to herein as the "Corporation Class C
Redemption Notice")) shall have the right to redeem all, or any portion of the
Class C Common Stock (the "Corporation Class C Redemption Right") for an amount
equal to the sum of the Class C Redemption Amount (as calculated pursuant to
Section 4(f)) and the Additional Shares Redemption Amount (as calculated
pursuant to Section 4(g)) on or after five (5) years after the Class C Initial
Issuance Date.

              (c) Payment of the Class C Redemption Amount. If any holder of the
Class C Common Stock exercises the Class C Redemption Right, the Corporation
shall pay the Class C Redemption Amount in cash within one hundred eighty (180)
days of receiving the Class C Stockholder Redemption Notice plus the Additional
Shares Redemption Amount payable in the case of the Additional Shares Redemption
Amount, at such holder's option, (A) in cash within one hundred eighty (180)
days of receiving the Class C Stockholder Redemption Notice or (B) in Additional
Shares, within five (5) days of receiving the Class C Stockholder Redemption
Notice.

                                      -9-
<PAGE>
The Company shall pay interest on any cash payments under this Section (B)4
accruing from the date, as applicable, on which a holder exercises its Class C
Redemption Right or on which the Corporation gives the Corporation Class C
Redemption Notice at an interest rate equal to the prime rate of interest of PNC
Bank, National Association (the "Prime Rate") as in effect from time to time;
provided that if the Corporation fails to pay the Class C Redemption Amount when
due, such interest rate shall be the Prime Rate plus 4% (the "Default Rate"). If
the Corporation exercises the Corporation Class C Redemption Right, the
Corporation shall pay the Class C Redemption Amount in cash within thirty (30)
days following the earlier of (i) expiration of the Corporation Notice Period,
or (ii) notification from the holders of the Class C Common Stock that they will
not convert their Class C Common Stock. Pending payment of the Class C
Redemption Amount, the Class C Redemption Amount shall continue to accrue as
provided in Section 4(f). If the Corporation exercises the Corporation Class C
Redemption Right, at holder's option, the Corporation shall pay the Additional
Shares Redemption Amount (A) in cash, within thirty (30) days following the
earlier of (i) the expiration of the Corporation Notice Period or (ii)
notification from the holders of the Class C Common Stock that they will not
convert their Class C Common Stock, or (B) in Additional Shares, within five
days following the earlier of (i) the expiration of the Corporation Notice
Period or (ii) notification from the holders of the Class C Common Stock that
they will not convert their Class C Common Stock. If the Corporation is to pay
the Additional Shares Redemption Amount in cash and fails to do so when such
payment is due, the Corporation shall pay interest on such overdue Additional
Share Redemption Amount at an interest rate equal to the Default Rate. The
shares of Class C Common Stock required to be redeemed but not so 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 C Common Stock, such funds
shall be used, as soon as available, to redeem the balance of such shares, or
such portion thereof for which funds are then legally available, on the basis
set forth above. Any shares of Class C Common Stock that are redeemed by the
Corporation under this Section 4 shall be redeemed pro rata among all holders of
Class C Common Stock. Any shares of Class C Common Stock that are redeemed
pursuant to this Section 4 or otherwise acquired by the Corporation in any
manner whatsoever shall be canceled and shall not under any circumstances be
reissued and the Corporation may from time to time take such appropriate
corporate action as may be necessary to reduce accordingly the number of
authorized shares of Class C Common Stock. Notwithstanding the foregoing
provisions of this Section (B)4, each time that a holder of Class C Common Stock
seeks to exercise the Class C Redemption Right or the Corporation seeks to
exercise the Corporation Class C Redemption Right, a copy of the Class C
Stockholder Redemption Notice or Corporation Class C Redemption Notice, as
applicable, shall be given by the Corporation (promptly upon its receipt or
issuance of the applicable notice) to each holder of the Preferred Stock and no
redemption of Class C Common Stock shall occur prior to thirty (30) days after
such notice is provided to each holder of Preferred Stock. If any holder of
Preferred Stock exercises its Stockholder Redemption Right during such thirty
(30) day period, no redemption of Class C Common Stock shall occur until all
amounts due to all such exercising holders of Preferred Stock pursuant to
Section (C)3 below have been paid in full.

              (d) Additional Obligation and Right of the Corporation. Within
forty-five (45) days after the end of each calendar quarter, beginning with the
quarter ending March 31, 2001 (the end of each such calendar quarter being the
"4(d) Redemption Date"), (i) the

                                      -10-
<PAGE>
Corporation shall be required to redeem 2.5% of the Class C Redemption Amount as
of the end of such quarter in cash for a price equal to 98.9847% of the portion
of the Class C Redemption Amount to be redeemed and (ii) the Corporation shall
have an option to redeem an amount up to an additional 2.5% of the Class C
Redemption Amount as of the end of such quarter in cash for a price equal to
98.9847% of the portion of the Class C Redemption Amount to be redeemed;
provided, that no redemption shall be made pursuant to this subsection (B)(4)(d)
if on the applicable 4(d) Redemption Date, such redemption is prohibited by the
terms of any senior bank debt to which the corporation is a party, without
giving effect to any waiver (or amendment in the nature of a waiver) of such
bank debt agreements for the non-compliance as of the applicable 4(d) Redemption
Date with any of the following provisions of such bank debt agreements: (a)
financial covenants or financial ratios; (b) payment defaults to any such bank
or (c) requirements for delivery of audited financial statements not subject to
a "going concern" qualification. If a redemption does not occur as of the
applicable 4(d) Redemption Date, no redemption shall be made with respect to
that 4(d) Redemption Date if subsequently a redemption could be made. Failure to
effect a redemption on a 4(d) Redemption Date shall not affect the rights and
obligations with respect to any subsequent 4(d) Redemption Date.

              (e) Liquidity Event. Upon the closing of a Liquidity Event, each
share of Class C Common Stock shall, at the option of the holders of Class C
Common Stock either: (i) be converted into Class B Common Stock or, if
applicable into the securities into which the Class B Common Stock is converted
pursuant to Section (A)4 herein or otherwise (and, with respect to the
Additional Shares, at the then applicable Class C Conversion Factor); or (ii) be
redeemed in accordance with the terms and conditions set forth in Section 4(a)
hereof, whether or not within five (5) years of the Class C Initial Issuance
Date. "Liquidity Event" shall mean a sale of all or substantially all of the
assets of the Corporation or a merger of the Corporation that, in the case of
such merger, results in the Corporation's stockholders immediately prior to such
transaction holding less than fifty percent (50%) of the voting power of the
surviving, continuing or purchasing entity. The right of holders of Class C
Common Stock to receive payments pursuant to clause (ii) of this Section
(B)(4)(e) shall be subordinate to the rights of the holders of Preferred Shares.

              (f) Class C Redemption Amount. During the first year after a share
of Class C Common Stock is issued, the Class C Redemption Amount of one such
share of Class C Common Stock shall equal $125 per share, less the Class C
Redemption Amount per such share, if any, that the Corporation redeemed during
such year. After such first year, the Class C Redemption Amount of one share of
Class C Common Stock at the end of any calendar quarter (the "Current Calendar
Quarter") after such first year shall equal the Class C Redemption Amount of
such share at the end of the calendar quarter immediately prior to the Current
Calendar Quarter for which the calculation is being made (or, in the case of the
first such calculation, the end of such first year) (such amount being the
"Prior Class C Redemption Amount"), plus an additional amount equal to 5.7371%
of such Prior Class C Redemption Amount (it being understood that if it is
necessary to calculate the Class C Redemption Amount at any time other than the
end of a calendar quarter, such additional amount shall be pro rated on a per
diem basis over such calendar quarter), less the Class C Redemption Amount per
share, if any, that the Corporation redeemed during the Current Calendar
Quarter.

                                      -11-
<PAGE>
              (g) Additional Shares Redemption Amount. The "Additional Shares
Redemption Amount" for each share of Class C Common Stock shall equal the
Appraisal Fair Market Value per share times the number of Additional Shares
(calculated pursuant to Section (B)5(a) hereof). "Appraisal Fair Market Value"
shall be determined by a disinterested independent qualified appraiser (the
"Appraiser") selected by the holder and the Corporation. If the holder and the
Corporation are able to agree upon an Appraiser, such Appraiser shall be
instructed to prepare a written valuation or appraisal (the "Appraisal") within
thirty (30) days after its selection, with the expenses of the first valuation
in any given 12 month period to be borne by the Corporation and, thereafter, to
be borne equally by the Corporation and the holder. If the holder and the
Corporation are not able to agree upon the selection of an Appraiser within a
five (5) day period after the occurrence of the event giving rise to the
valuation, each of the holder and the Corporation will, within five (5) days
after the end of such five (5) day period, select an Appraiser to determine the
Appraisal Fair Market Value. If either the holder or the Corporation fails to
select an Appraiser within such five (5) days, the Appraiser selected by the
other party shall determine the Appraisal Fair Market Value. Each of the
Appraisers so selected will be instructed to furnish both the holder and the
Corporation with a written appraisal within thirty (30) days of its selection,
with the expense of each appraisal to be borne by the party selecting the
Appraiser. If the higher of the appraisals is not more than 110% of the lower
appraisal, then the Appraised Fair Market Value will be the arithmetic average
of the appraisals. If the higher of the appraisals is greater than 110% of the
lower appraisal, the Appraisers shall, within ten days after the issuance of
their respective reports, select a third Appraiser to determine the Appraised
Market Value. The third Appraiser shall furnish a written appraisal within
thirty (30) days of its selection, with the expense thereof to be borne equally
by the holder and the Corporation. The third appraisal shall be arithmetically
averaged with the previous appraisals, and the appraisal furthest from the
average of the three appraisals will be disregarded. The arithmetic average of
the remaining two appraisals will be the Appraisal Fair Market Value. Each
Appraiser engaged to provide an appraisal hereunder will be instructed to (i)
include therein a statement of the criteria applied and assumptions made to
determine the Appraisal Fair Market Value; (ii) arrive at a single calculation
of such fair market value rather than alternative calculations or a range of
calculations; and (iii) not attribute a premium or discount based on the fact
that (1) the shares being valued constitute a majority or less than a majority
of the total issued and outstanding shares of capital stock of the Corporation,
(2) there is no liquid market for the sale and purchase of the shares and (3)
the shares are non-voting. Any appraisal not complying with the foregoing shall
not constitute an appraisal for the purpose hereof. The failure of an Appraiser
to complete an appraisal within thirty (30) days as instructed shall not affect
the validity of such Appraiser's appraisal.

           5. Conversion. The holders of the Class C Common Stock shall have
conversion rights as follows (the "Class C Conversion Rights"):

              (a) Right to Convert. The Class C Common Stock shall be
convertible, at the option of the holder thereof, in whole or in part, at any
time after the date beginning five years after the Class C Initial Issuance
Date, or immediately prior to the consummation of a Liquidity Event, or
immediately prior to a Change of Control of the Corporation at the office of the
Corporation or any transfer agent for such stock, into Class B Common Stock as
provided herein. The number of shares of Class B Common Stock that such holder
shall receive upon conversion

                                      -12-
<PAGE>
of one share of Class C Common Stock shall equal the sum of (i) the number of
shares of Class B Common Stock (the "Additional Shares") equal to the product of
the Class C Conversion Factor (as defined below) multiplied by 2.77 1/3 plus
(ii) the Class C Redemption Amount as of the time of conversion of one share of
Class C Common Stock divided by the Conversion Fair Market Value of one share of
the Class B Common Stock. The initial conversion factor (the "Class C Conversion
Factor") shall be one. The Class C Conversion Factor shall be subject to
adjustment from time to time as provided in this Section 5(a). References herein
to conversion of the Class C Common Stock into Class B Common Stock shall
include, if no shares of Class B Common Stock are then outstanding, conversion
into such other securities and/or property into which the Class B Common Stock
has been converted. "Conversion Fair Market Value" of a share of stock means:
(i) in connection with a conversion related to a Qualified IPO, the initial
offering per share price to the public of the equity security sold in the
Qualified IPO; (ii) in connection with a conversion related to a Liquidity
Event, the per share consideration paid to stockholders of the Corporation in
the Liquidity Event (provided that if such per share consideration includes
non-cash consideration, the per share value of such non-cash consideration shall
be calculated (A) for non-cash consideration consisting of shares of publicly
traded securities, based upon the closing price per share of such securities on
the date of the closing of the Liquidity Event or (B) for other non-cash
consideration, in the same manner that the Appraisal Fair Market Value of a
share of stock is calculated; and (iii) in connection with a conversion other
than pursuant to (i) or (ii) above, the Appraisal Fair Market Value of a share
of stock.

                  (i) Except for the Outstanding Rights (as defined below), if
the Corporation issues or sells, or in accordance with Section (B)5(a)(ii) or
(iii) is deemed to have issued or sold after the Class C Initial Issuance Date,
any shares of Common Stock for a consideration per share less than the
Anti-Dilution Fair Market Value (as defined below) of the Class B Common Stock
immediately prior to such time, then immediately upon such issue or sale, the
Class C Conversion Factor shall be adjusted to equal the product obtained by
multiplying the Class C Conversion Factor in effect immediately prior to such
adjustment by a fraction, the numerator of which is the product obtained by
multiplying (A) the Anti-Dilution Fair Market Value of a share of Class B Common
Stock determined on the date of such issue or sale, times (B) the number of
Fully Diluted Shares (as defined below) immediately after such issue or sale and
the denominator of which is the sum obtained by adding (1) the gross
consideration, if any, received by the Corporation upon such issue or sale and
(2) the product obtained by multiplying the Anti-Dilution Fair Market Value of
the Common Stock determined on the date of such issue or sale times the number
of shares of Fully Diluted Shares immediately prior to such issue or sale. For
purposes of this Section (B), "Anti-Dilution Fair Market Value per Share" of
securities shall mean (i) if such securities are traded on a securities
exchange, the average of the closing prices of the securities on such exchange
during the ten (10) trading day period ending three (3) trading days prior to
the applicable date; (ii) if such securities are traded over-the-counter, the
average of the closing sale prices of the securities during the ten (10) trading
day period ending (3) trading days prior to the applicable date; and (iii) if
there is no public market for such securities, the fair market value thereof as
determined in good faith by the Board of Directors of the Company. For purposes
of this Section (B), "Outstanding Rights" shall mean all rights, including
warrants to purchase up to 1,040,000 shares of Common Stock that may be issued
in connection with the Guaranty Agreements (as defined in the Revolving Credit

                                      -13-
<PAGE>
and Security Agreement) entered into in connection with the Revolving Credit and
Security Agreement dated December 26, 2000 by and among the Corporation, Bentley
Software, Inc., Atlantech Solutions, Inc. and PNC Bank, National Association
(the "Revolving Credit and Security Agreement") and warrants to purchase up to
988,290 shares of Class B Common Stock issued to the lenders pursuant to the
Revolving Credit and Security Agreement and options to issue or acquire shares
of the Common Stock outstanding on December 21, 2000, (including without
limitation the rights of holders of Preferred Stock whether or not the
applicable shares of Preferred Stock have been released from escrow under the
Escrow Agreement between the Company and Bachow Investment Partners III, L.P.
dated September 18, 2000) and options granted in the future at exercise prices
of not less than Fair Market Value pursuant to the Corporation's employee stock
option plans in effect from time to time and the issuance and sale of the Common
Stock upon exercise of such rights and options. "Fully Diluted Shares" means all
issued and outstanding shares of the Corporation's Class A and Class B Common
Stock and all shares of Class A and Class B Common Stock issuable upon exercise
or conversion of options, warrants, rights, convertible securities (including
the Preferred Stock and Class C Common Stock) and similar rights to subscribe
for or to purchase such shares.

                  (ii) Except for the Outstanding Rights, if the Corporation in
any manner grants any rights or options to subscribe for or to purchase Common
Stock or any stock or other securities convertible into or exchangeable for
Common Stock (for purposes of this Section (B), such rights or portions being
herein called "Rights" and such convertible or exchangeable stock or securities
being herein called "Convertible Securities") after the Class C Initial Issuance
Date and the price per share for which Common Stock is issuable upon the
exercise of such Rights or upon conversion or exchange of such Convertible
Securities is less than the Fair Market Value of the Common Stock in effect
immediately prior to the time of the granting of such Rights, then, for purposes
of this Section 5(a), the total maximum number of shares of Common Stock
issuable upon the exercise of such Rights or upon conversion or exchange of the
total maximum amount of such Convertible Securities issuable upon the exercise
of such Rights shall be deemed to be outstanding and to have been issued and
sold by the Corporation for such price per share. For purposes of this
paragraph, the "price per share for which Common Stock is issuable upon the
exercise for such Rights or upon conversion or exchange of such Convertible
Securities" is determined by dividing (A) the total amount, if any, received or
receivable by the Corporation as consideration for the granting of such Rights,
plus the minimum aggregate amount of additional consideration payable to the
Corporation upon the exercise of all such Rights, plus in the case of such
Rights which relate to Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable to the Corporation upon the issuance
or sale of such Convertible Securities and the conversion or exchange thereof by
(b) the total maximum number of shares of Common Stock issuable upon exercise of
such Rights or upon the conversion or exchange or all such Convertible
Securities issuable upon the exercise of such Rights. No adjustment of the Class
C Conversion Factor shall be made upon the actual issuance of such Common Stock
or of such Convertible Securities upon the exercise of such Rights or upon the
actual issuance of such Common Stock upon conversion or exchange of such
Convertible Securities.

                  (iii) If the Corporation in any manner issues or sells any
Convertible Securities after the Class C Initial Issuance Date and the price per
share for which Common

                                      -14-
<PAGE>
Stock is issuable upon such conversion or exchange is less than the Fair Market
Value of the Class B Common Stock in effect immediately prior to the time of
such issue or sale, then, for purposes of this Section 5(a), the maximum number
of shares of Common Stock issuable upon conversion or exchange if such
Convertible Securities shall be deemed to be outstanding and to have been issued
and sold by the Corporation for such price per share. For the purposes of this
paragraph, the "price per share for which Common Stock is issuable upon the
conversion or exchange" is determined by dividing (A) the total amount received
or receivable by the Corporation as consideration for the issue or sale of such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the conversion or
exchange thereof by (B) the total maximum number of shares of Common Stock
issuable upon the conversion or exchange of all such Convertible Securities. No
adjustment of the Class C Conversion Factor shall be made upon the actual issue
of such Common Stock or upon conversion or exchange of such Convertible
Securities, and if any such issue or sale of such Convertible Securities is made
upon exercise of any Rights for which adjustment of the Class C Conversion
Factor had been or are to be made pursuant to this Section 5(a), no further
adjustment of the Class C Conversion Factor shall be made by reason of such
issue or sale.

                  (iv) It any Common Stock, Rights or Convertible Securities are
issued or sold or deemed to have been issued or sold for cash, the consideration
received therefor shall be deemed to be the gross amount received by the
Corporation therefor. In case any Common Stock, Rights or Convertible Securities
are issued or sold for a consideration other than cash, the amount of
consideration other than cash received by the Corporation shall be the fair
value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the
Corporation shall be the Fair Market Value thereof as the date of receipt.

                  (v) In case any Right is issued in connection with the issue
or sale of other securities of the Corporation, together comprising one
integrated transaction in which no specific consideration is allocated to such
Rights by the parties thereto, the Rights shall be deemed to have been issued
without consideration.

                  (vi) The number of shares of Common Stock outstanding at any
given time does not include shares owned or held by or for the account of the
Corporation or any subsidiary of the Corporation, and the disposition of any
shares so owned or held shall be considered an issue or sale of Common Stock.

                  (vii) If the Corporation determines a record date of the
holders of Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in Common Stock, Rights or in Convertible
Securities or (B) to subscribe for or purchase Common Stock, Rights or in
Convertible Securities, then, for purposes of this Section 5(a), such record
date shall be deemed to be the date of the issue or sale of the shares of Common
Stock deemed to have been issued or sold upon the declaration of such dividend
or the making of such other distribution or the date of the granting of such
right of subscription or purchase, as the case may be.

                                      -15-
<PAGE>
                  (viii) If the Corporation at any time subdivides (by a stock
split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the Class C
Conversion Factor in effect immediately prior to such subdivision shall be
proportionately increased. If the Corporation at any time combines (by reverse
stock split or otherwise) one or more classes of its outstanding shares of
Common Stock into a smaller number of shares, the Class C Conversion Factor in
effect immediately prior to such combination shall be proportionately decreased.

                  (ix) Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the Corporation's
assets to another person or entity or other transaction which is effected in
such a way that holders of Common Stock are entitled to receive (either directly
or upon subsequent liquidation) stock, securities or assets with respect to or
in exchange for Common Stock is referred to herein as "Fundamental Change."
Prior to the consummation of any Fundamental Change, the Corporation shall make
appropriate provision to insure that all holders of Class C Common Stock shall
thereafter have the right to acquire and receive in lieu of or addition to (as
the case may be) the shares of Common Stock immediately theretofore acquirable
and receivable upon the exercise of the conversion right granted hereunder, such
shares of stock, securities or assets as may be issued or payable with respect
to or in exchange for the number of shares of Common Stock immediately
theretofore acquirable and receivable upon exercise of the conversion right
granted hereunder had such Fundamental Change not taken place. In any such case,
the Corporation shall make appropriate provision with respect to the rights and
interests of all holders of Class C Common Stock to insure that the provisions
of this Section 5 shall thereafter be applicable to the Class C Common Stock
including, in the case of any such consolidation, merger or sale in which the
successor entity or purchasing entity is other than the Corporation, an
immediate adjustment of the Class C Conversion Factor taking into account the
value of the Common Stock reflected by the terms of such consolidation, merger
or sale, if the value per share so reflected is less than the Fair Market Value
of the Class B Common Stock in effect immediately prior to such consideration,
merger or sale. The Corporation shall not effect any such consolidation, merger
or sale, unless prior to the consummation thereof, the successor entity (if
other than the Corporation) resulting from consolidation or merger or the entity
purchasing such assets assumes by written instrument, the obligation to deliver
to holders of Class C Common Stock such shares of stock, securities or assets
as, in accordance with the foregoing provisions, such holders may be entitled to
acquire.

                  (x) If all of the Common Stock deliverable upon the exercise
of Rights or Convertible Securities have not been issued when such Rights or
Convertible Securities are no longer outstanding, then the Class C Conversion
Factor promptly shall be readjusted to the Class C Conversion Factor that would
then be in effect had the adjustment upon the issuance of such Rights or
Convertible Securities been made on the basis of the actual number of shares of
Common Stock or Convertible Securities issued upon exercise of such Rights or
the conversion of the Convertible Securities.

                  (xi) If any event occurs of the type contemplated by the
provisions of this Section 5(a) but not expressly provided for by such
provisions, including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features, then the
Board of Directors shall make an appropriate adjustment in the Class C

                                      -16-
<PAGE>
Conversion Factor so as to protect the rights of the holders of Class C Common
Stock, provided that no such adjustment shall decrease the Class C Conversion
Factor. However, notwithstanding this Section 5(a)(xi), no adjustment to the
Class C Conversion Factor shall be made upon the granting of stock appreciation
rights, phantom stock rights or other rights with equity features (the
"Quasi-Equity Plans") to employees of or consultants to the Corporation that
effectively give the recipients the benefit only of the appreciation in the
Share Equivalent in excess of the Fair Market Value of the Class B Common Stock
at the date of grant. For the purposes of this Section (B), a "Share Equivalent"
shall mean a right or other arrangement granted under a Quasi-Equity Plan
substantially equivalent to the right to acquire one share of Common Stock or
the right to the appreciation in such share over a specified period of time.

              (b) Automatic Conversion. Each share of Class C Common Stock shall
automatically be converted into Class B Common Stock or, if applicable, into the
securities into which the Class B Common Stock is converted pursuant to Section
(A)4 above or otherwise (at the then applicable Class C Conversion Factor with
respect to the Additional Shares) upon the closing of a Qualified IPO. The
Corporation shall provide each holder of Class C Common Stock with notice of any
event that can result in the conversion of the Class C Common Stock under this
Section 5(b) pursuant to the provisions of Section 10 hereof. "Qualified IPO"
means the Corporation's initial public offering pursuant to an effective
registration statement filed by the Corporation under the Securities Act
covering the offer and sale to the public for the account of the Corporation of
any class or series of common stock or other equity security of the Corporation
resulting in aggregate gross proceeds to the Corporation of not less than $15
million at a "pre-money" valuation of at least $225 million; provided, however,
that a Qualified IPO will be deemed to have occurred as of the end of two
consecutive calendar quarters following a public offering that does not meet the
requirements set forth above if the average daily market capitalization of the
Corporation during such quarters (as measured based upon the price per share of
the securities sold by the Corporation in such public offering) is equal to or
greater than $225 million.

              (c) Mechanics of Conversion. Before any holder of the Class C
Common Stock shall be entitled to convert the same into shares of Class B Common
Stock, he shall surrender the certificate or certificates therefor, duty
endorsed, at the office of the Corporation or of any transfer agent for the
Class C Common Stock, and shall give written notice to the Corporation at its
principal corporate office, of the election to convert the same and shall state
therein the name or names in which the certificate or certificates for shares of
Class B Common Stock are to be issued. The Corporation shall, as soon as
practicable thereafter, issue and deliver at such office to such holder of Class
C Common Stock, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Class B Common Stock to which such
holder shall be entitled as aforesaid. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date of such
surrender of the shares of the Class C Common Stock to be converted, and the
person or persons entitled to receive the shares of Class B Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such shares of Class B Common Stock as of such date. If the
conversion is in connection with a Qualified IPO, the conversion may, at the
option of any holder tendering Class C Common Stock for conversion, be
conditioned upon the closing with the underwriters of the sale of securities
pursuant to such offering, in which event the person(s)

                                      -17-
<PAGE>
entitled to receive Class B Common Stock upon conversion of such Class C Common
Stock shall not be deemed to have converted such Class C Common Stock until
immediately prior to the closing of such sale of securities.

              (d) No Impairment. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
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 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 5 and in the taking of all such action as may
be necessary or appropriate in order to protect the Class C Conversion Rights of
the holders of the Class C Common Stock against impairment.

              (e) No Fractional Shares. No fractional shares shall be issued
upon the conversion of any share or shares of the Class C Common Stock, and the
number of shares of Class B Common Stock to be issued shall be rounded to the
nearest whole share. Whether or not fractional shares are issuable upon such
conversion shall be determined on the basis of the total number of shares of
Class C Common Stock the holder is at the time converting into Class B Common
Stock and the number of shares of Class B Common Stock issuable upon such
aggregate conversion.

              (f) Special Notices. In case at any time:

                  (i) the Corporation shall declare any dividend upon its Common
Stock payable in cash or stock or make any other distribution to the holders of
its Common Stock;

                  (ii) the Corporation shall offer for subscription pro rata to
the holders of its Common Stock any additional shares of stock of any class of
other rights;

                  (iii) there shall be any capital reorganization or
reclassification of the capital stock of the Corporation, or a consolidation or
merger of the Corporation with or into another entity or entities, or a sale,
lease, abandonment, transfer or other disposition of all or substantially all of
the assets of the Corporation; or

                  (iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by delivery
in person, certified or registered mail, return receipt requested, telecopier or
telex, addressed to each holder of any shares of Class C Common Stock at the
address of such holder as shown on the books of the Corporation: (a) at least
twenty (20) days prior written notice of the date on which the books of the
Corporation shall close or a record shall be taken for such dividend,
distribution or subscription rights or for determining rights to vote in respect
of any such reorganization, reclassification, consolidation, merger,
disposition, dissolution, liquidation or winding up, or (b) if a record date
shall not be established for any of the foregoing, at least twenty (20) days
prior written notice of the date when the same shall take place. Such notice, in
the case of any such dividend, distribution or subscription rights, shall
specify the applicable terms and the date on

                                      -18-
<PAGE>
which the holders of Common Stock shall be entitled thereto and such notice in
accordance with the foregoing clause (b) shall also specify the applicable terms
and the date on which the holders of Common Stock shall be entitled to exchange
their Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding up, as the case may be.

              (g) Other Notices. Any other notice required by the provisions of
this Section 5 to be given to the holders of shares of the Class C Common Stock
shall be deemed given if deposited in the U.S. mail, postage prepaid, and
addressed to each holder of record at his address appearing on the books of the
Corporation.

           6. Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times use its best efforts to reserve and keep available out of its
authorized but unissued shares of Class B Common Stock, solely for the purpose
of effecting the conversion of the shares of the Class C Common Stock, such
number of its shares of Class B Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of the Class C
Common Stock; and if at any time the number of authorized but unissued shares of
Class B Common Stock shall not be sufficient to effect the conversion of all
then outstanding shares of the Class C Common Stock, in addition to such other
remedies as shall be available to the holder of such Class C Common Stock, the
Corporation shall take action to increase its authorized but unissued shares of
Class B Common Stock to such number of shares as shall be sufficient for such
purposes, including, without limitation engaging in best efforts to obtain the
requisite shareholder approval of any necessary amendment to this Certificate of
Incorporation.

           7. Board of Directors.

              (a) After the Class C Initial Issuance Date, and prior to (i) the
Corporation selling 150,000 shares of Class C Common Stock pursuant to the
Securities Purchase Agreement dated December 26, 2000 (the "Securities Purchase
Agreement") or (ii) the Class C Redemption Amount of the Class C Common Stock
issued on the Class C Initial Issuance Date reaching $10 million, as long as
there is Class C Common Stock outstanding, the Corporation shall permit a
representative of the holders of the Class C Common Stock (which representative
shall be selected by the vote of the holders of a majority of the shares of the
Class C Common Stock, which holders shall, for the purposes of such vote, not
include the Insiders or holders controlled by the Insiders) (the "Observer") to
attend each meeting of the Board of Directors of the Corporation and each
meeting of any committee of the Board of Directors of the Corporation as a
non-voting observer; provided, however, that the Corporation reserves the right
to exclude the Observer from access to any material or meeting or portion
thereof if the Corporation believes that such exclusion is reasonably necessary
to preserve the attorney-client privilege and, provided, further, that the
Observer agrees to keep all materials and other information received by him or
her confidential. The Corporation shall give the Observer the same notice of
meeting and other materials that are given to the directors, including copies of
minutes of each meeting.

              (b) Beginning on the date that (i) the Corporation has sold
150,000 shares of Class C Common Stock pursuant to the Securities Purchase
Agreement or (ii) the Class C Redemption Amount of the Class C Common Stock
issued on the Class C Initial Issuance Date has reached $10 million, as long as
there is Class C Common Stock outstanding, the holders of

                                      -19-
<PAGE>
the Class C Common Stock shall be entitled, but not obligated, to elect one (1)
director (which director shall be selected by the vote of the holders of a
majority of the shares of the Class C Common Stock, which holders shall, for the
purposes of such vote, not include the Insiders or holders controlled by the
Insiders) (the "Class C Common Stock Director") to serve on the Corporation's
Board of Directors. The Class C Common Stock Director shall be entitled to serve
on all Board Committees. At any meeting (or in a written consent in lieu
thereof) held for the purpose of electing directors, the presence in person or
by proxy (or the written consent) of the holders of a majority of shares of
Class C Common Stock other than the Insiders or holders controlled by the
Insiders shall constitute a quorum of the Class C Common Stock for the election
of the Class C Common Stock Director; but shall not otherwise affect the quorum
requirements for the meeting generally. In no event shall the Class C Common
Stock Director be a Bentley. A vacancy in the directorship held by the Class C
Common Stock Director shall be filled only by vote or written consent of the
holders of a majority of the shares of the Class C Common Stock, which holders
shall, for the purposes of such vote, not include the Insiders or holders
controlled by the Insiders.

           8. Status of Converted Stock. In the event any shares of Class C
Common Stock shall be converted pursuant to Section (B)5 hereof, the shares so
converted shall be canceled and shall not be issuable by the Corporation. The
Certificate of Incorporation of the Corporation shall be appropriately amended
to effect the corresponding reduction in the Corporation's authorized capital
stock.

           9. Notices. (a) All notices and other communications from the
Corporation to holders of the Class C Common Stock shall be mailed by
first-class certified mail, postage prepaid, to the address furnished to the
Corporation in writing by the last holder of the Class C Common Stock who shall
have furnished an address to the Corporation in writing.

              (b) In the event:

           (1) the Corporation shall authorize issuance to all holders of Common
Stock of rights or warrants to subscribe for or purchase capital stock of the
Corporation or of any other subscription rights or warrants;

           (2) the Corporation shall authorize any dividend or other
distribution payable in evidences of its indebtedness, cash or assets;

           (3) of any Liquidity Event or consolidation or merger or change of
control to which the Corporation is a party, or of the conveyance or transfer of
the properties and assets of the Corporation substantially as an entirety, or of
any capital reorganization or reclassification or change of the Common Stock;

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

           (5) of the consummation of a Qualified IPO; and

                                      -20-
<PAGE>
           (6) the Corporation proposes to take any other action which would
require an adjustment of the Class C Conversion Factor;

make any distribution upon any class or series of stock of the Corporation
(other than the Preferred Stock, the Class C Common Stock or the Class D Common
Stock); provided, however, that the Board of Directors may authorize the
Corporation to repurchase equity securities of the Corporation from former
employees of the Corporation, other than the Bentleys, from time to time, so
long as each such repurchase from a former employee, when combined with other
repurchases for former employees does not exceed $250,000 per year.

           (C) Preferred Stock. The Preferred Stock shall have the rights,
preferences, privileges and restrictions as set forth below.

           1. Dividend Provisions. From September 18, 1998, the holders of
shares of the Preferred Stock shall be entitled to receive dividends, out of any
assets legally available therefor, prior and in preference to any declaration or
payment of any dividend (payable other than in Common Stock or other securities
and rights convertible into or entitling the holder thereof to receive, directly
or indirectly, additional shares of Common Stock of the Corporation) on the
Common Stock of the Corporation, at the rate of One Dollar and Ninety-Five and
22/100 Cents ($1.9522) per annum, pro rated for partial years, on each
outstanding share of the Preferred Stock (appropriately adjusted for stock
splits, reverse stock splits, stock dividends, merger and recapitalizations),
payable quarterly when, as and if declared by the Board of Directors. Such
dividends shall be cumulative and unpaid dividends shall compound annually at
the rate of Twenty and Two Hundred and One Thousandths percent (20.201%) per
annum. The amount of cumulative accrued and unpaid dividends at any date, after
giving effect to such compounding, is hereinafter referred to as the "Accrued
Dividends." Except for the redemptions of Class C Common Stock required or
permitted under Section (B)4(d) hereof, the Corporation shall not declare or pay
any dividend or set aside a sum sufficient for such payment, or make any
distribution, in respect of the shares of the Common Stock while any share of
the Preferred Stock is outstanding without first obtaining the approval (by vote
or written consent, as provided by law) of the holders of at least a majority of
the then outstanding shares of the Preferred Stock, voting together as a class
(the "Required Holders"). In the event of any such dividend, set aside or
distribution, the holders of shares of the Preferred Stock shall participate
with holders of shares of Common Stock on a pro rata basis, based on the number
of shares of Common Stock held by each (assuming conversion of all such shares
of the Preferred Stock into Class B Common Stock or, if no shares of Class B
Common Stock are then outstanding, such class of Common Stock into which the
Class B Common Stock has been converted, on the terms set forth herein), in the
receipt of such dividends when, as and if declared by the Board of Directors
(other than a dividend payable in Common Stock or other equity securities or
rights convertible into or entitling the holder thereof to receive, directly or
indirectly, additional shares of Common Stock), which dividends shall be in
addition to and not in lieu of the Accrued Dividends. As used in this Section 1,
the term "distribution" shall not include the repurchase of shares of Common
Stock except on a pro rata basis from all holders of Common Stock.

           2. Liquidation Preference.

                                      -21-
<PAGE>
              (a) In the event of any liquidation, dissolution or winding up of
the Corporation, either voluntary or involuntary, the holders of the Preferred
Stock shall be entitled to (i) convert their respective shares of Preferred
Stock into Class B Common Stock in accordance with Section 4 below, or (ii) have
the Preferred Stock redeemed in accordance with Section 3 hereof, whether or not
within four and one-half (4-1/2) years of the Initial Issuance Date (as deemed
below). Such payment shall be prior and in preference to any distribution of any
of the assets of the Corporation to the holders of the Common Stock by reason of
their ownership thereof.

              (b) Upon the completion of the distributions required by Section
(C)2(a) above, the remaining assets of the Corporation available for
distribution to shareholders shall be distributed among the holders of Common
Stock pro rata based on the number of shares of Common Stock held by each.

              (c) For purposes of this Section 2, a liquidation, dissolution or
winding up of the Corporation shall be deemed to be occasioned by, or to include
(without limitation), (i) the acquisition of the Corporation by another entity
by means of any transaction or series of related transactions (including,
without limitation, any reorganization, merger or consolidation, but excluding
any merger effected exclusively for the purpose of changing the domicile of the
Corporation or any merger of the Corporation with or into a wholly-owned
subsidiary of the Corporation that does not affect the ownership of the
Corporation) or (ii) a sale of a majority of the assets of the Corporation.

              (d) The Corporation shall give each holder of record of the
Preferred Stock written notice of a transaction referred to in Section (C)2(c)
not later than twenty (20) days prior to the shareholders' meeting called to
approve such transaction, or twenty (20) days prior to the closing of such
transaction, whichever is earlier, and shall also notify such holders in writing
of the final approval of such transaction. The first of such notices shall
describe the material terms and conditions of the impending transaction and the
provisions of this Section 2, and the Corporation shall thereafter give such
holders prompt notice of any material changes. The transaction shall in no event
take place sooner than twenty (20) days after the Corporation has given the
first notice provided for herein or sooner than ten (10) days after the
Corporation has given notice of any material changes provided for herein;
provided, however, that such periods may be shortened upon the written consent
of the Required Holders.

              (e) In the event the requirements of Section (C)2(d) are not
complied with, the Corporation shall forthwith either:

                  (i) cause the closing of such transaction to be postponed
until such time as the requirements of this Section 2 have been complied with;
or

                  (ii) cancel such transaction, in which event the rights,
preferences and privileges of the holders of the Preferred Stock shall revert to
and be the same as such rights, preferences and privileges existing immediately
prior to the date of the first notice referred to in Section (C)2(d).

           3. Redemption.

                                      -22-
<PAGE>
              (a) At the Option of Holders of the Preferred Stock. The Preferred
Stock is redeemable by any one or more holders of Preferred Stock in whole or in
part from time to time (the "Stockholder Redemption Right") at any time on or
after four and one-half (4-1/2) years after the date that the Preferred Stock is
first issued (the "Initial Issuance Date") on written notice (the "Stockholder
Redemption Notice") at the option of any such holder of the Preferred Stock for
Nine Dollars Sixty Six and 21/100 Cents ($9.6621) per share (the "Face Amount")
plus Accrued Dividends to the date that the redemption payment is made
(collectively, the "Redemption Amount"). Notwithstanding the foregoing, the
Stockholder Redemption Right and the Corporation Redemption Right (as defined
below) shall terminate upon the earlier of the closing of (i) a Sale of the
Corporation (as defined below); or (ii) an IPO.

              (b) At the Option of the Corporation. The Corporation (on thirty
(30) days (the "Notice Period") prior written notice (such notice from the
Corporation referred to herein as the "Corporation Redemption Notice")) shall
have the right to redeem all, but not less than all of the Preferred Stock (the
"Corporation Redemption Right") for the Redemption Amount on or after six and
one-half (6 1/2) years after the Initial Issuance Date.

              (c) Payment of the Redemption Amount. If any holder of the
Preferred Stock exercises the Stockholder Redemption Right, the Corporation
shall pay the Redemption Amount in cash within one hundred twenty (120) days of
receiving the Stockholder Redemption Notice. If the Corporation exercises the
Corporation Redemption Right, the Corporation shall pay the Redemption Amount in
cash within thirty (30) days following the earlier of (i) expiration of the
Notice Period, or (ii) notification from the holders of the Preferred Stock that
they will not convert their Preferred Stock (each such time period referred to
hereafter as a "Prescribed Period"). If the Corporation fails to pay the
Redemption Amount within the applicable Prescribed Period, the Corporation shall
instead pay the exercising holder an amount equal to $36,203,574 multiplied by a
fraction, the numerator of which equals the number of shares of the Preferred
Stock held by the exercising holder immediately prior to redemption and the
denominator of which equals 1,552,450 (the "Delinquent Redemption Amount"). The
Preferred Stock shall continue to accrue dividends as provided in Section (C)1
herein. The Delinquent Redemption Amount shall accrue interest at the annual
rate of 4% (or, if less, the maximum rate permitted by applicable law) from the
date of the Stockholder Exercise Notice or the Corporation Exercise Notice
(whichever is applicable) to the earlier of the date of payment or the
Prescribed Period Deadline, as defined below. If the Corporation is required but
fails to pay the Delinquent Redemption Amount plus accrued interest within
ninety (90) days following the expiration of the applicable Prescribed Period
(the "Prescribed Period Deadline"), the Corporation shall instead pay the
exercising holder an amount equal to any interest accrued pursuant to this
Section 3(c) plus an amount equal to $37,108,663, multiplied by a fraction. the
numerator of which equals the number of shares of the Preferred Stock held by
the exercising holder immediately prior to redemption and the denominator of
which equals 1,552,450 (the "Second Delinquent Redemption Amount"). The
Preferred Stock shall continue to accrue dividends as provided in Section (C)1
herein. The Second Delinquent Redemption Amount shall accrue interest at the
annual rate of 4% (or, if less, the maximum rate permitted by applicable law)
from the Prescribed Period Deadline to the date of payment. If the funds of the
Corporation legally available for redemption of shares of Preferred Stock are
insufficient to redeem the total number of shares of Preferred Stock to be
redeemed, then (x) the holders of such shares shall share ratably in any

                                      -23-
<PAGE>
funds legally available for redemption of such shares according to the
respective amounts which would be payable to them if the full number of shares
to be redeemed were actually redeemed; and (y) the Corporation shall only be
required to pay the Redemption Amount out of funds legally available therefor
and not the Delinquent Redemption Amount nor the Second Delinquent Redemption
Amount; however, once the funds of the Corporation legally available for
redemption of shares of the Preferred Stock are sufficient to redeem any
unredeemed shares of Preferred Stock to be redeemed pursuant to this Section
3(c) then if the Corporation fails to pay the Redemption Amount within thirty
(30) days from such time, the Corporation shall pay the exercising holder the
Delinquent Redemption Amount (less the product of the portion of the Redemption
Amount already paid multiplied by 105%) which amount shall accrue interest at
the annual rate of 4% (or, if less, the maximum rate permitted under applicable
law) to the earlier of the date of payment or ninety (90) days following the
time that the funds of the Corporation became legally available for redemption
of the shares of the Preferred Stock and, if the Corporation fails to pay the
Delinquent Redemption Amount within such ninety (90) day period the Corporation
shall pay the exercising holder the Second Delinquent Redemption Amount (less
the product of the Delinquent Redemption Amount already paid multiplied by
102.5%), which amount shall accrue interest at the annual rate of 4% (or, if
less, the maximum rate permitted under applicable law) until the date of
payment. The shares of Preferred Stock required to be redeemed but not so
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 Preferred Stock, such
funds shall be used, at the end of the next succeeding calendar quarter, to
redeem the balance of such shares, or such portion thereof for which funds are
then legally available, on the basis set forth above. Any shares of Preferred
Stock redeemed pursuant to this Section 3 or otherwise acquired by the
Corporation in any manner whatsoever shall be canceled and shall not under any
circumstances be reissued and the Corporation may from time to time take such
appropriate corporate action as may be necessary to reduce accordingly the
number of authorized shares of Preferred Stock.

              (d) Sale of the Corporation.

                  (i) In the event there is a Sale of the Corporation during the
one (1) year period following exercise of the Stockholder Redemption Right or
the Corporation Redemption Right, the Corporation shall pay the redeeming
holders of the Preferred Stock (the "Redeeming Stockholders"), in addition to
the Redemption Amount, an amount equal to the amount, if any, by which the
Redemption Amount is less than the amount that the Redeeming Stockholders would
have received (with any non-cash consideration valued at its Fair Market Value
(as defined below)) had they remained stockholders of the Corporation (assuming
the Redeeming Stockholders would have converted their shares of the Preferred
Stock to Class B Common Stock prior to the sale) (the "Lookback Amount"). A
"Sale of the Corporation" shall mean the entering into of any legally binding
oral or written agreement (provided that closing occurs pursuant to such
agreement regardless of whether such closing occurs prior or subsequent to one
(1) year after the exercise of the Stockholder Redemption Right or the
Corporation Redemption Right and, provided further, that in the case of a
legally binding oral agreement, within 16 months after such exercise, such oral
agreement is reduced to a written agreement or the closing occurs) or the
closing of a transaction, pursuant to which (1) the Corporation's stockholders
receive directly or indirectly cash and/or other consideration (including
without

                                      -24-
<PAGE>
limitation securities) and (ii) (A) a majority of the Corporation's consolidated
assets are to be sold; or (B) a majority of the Corporation's fully diluted
common equity is to become beneficially owned (as a result of a stock sale,
merger or otherwise) by an individual or entity or group (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended) that does not own a
majority of the fully diluted common equity as of the Initial Issuance Date.
Notwithstanding the foregoing, the Corporation shall only be obligated to pay
the Lookback Amount to Redeeming Stockholders provided the Sale of the
Corporation is to a purchaser with whom the Corporation had discussions (or with
whose representatives the Corporation had discussions) regarding a potential
Sale of the Corporation during the period commencing six (6) months prior to the
exercise of the Redemption Right and ending on the date of exercise of the
Redemption Right.

                  (ii) Upon the closing of a sale of the Corporation in a
transaction in which the holders of Common Stock receive (i) publicly traded
securities of the acquiring entity in the transaction, or (ii) cash, or any
combination of (i) and (ii), each share of Preferred Stock shall, at the option
of the holders of Preferred Stock either: (x) be converted into Class B Common
Stock or, if applicable into the securities into which the Class B Common Stock
is converted pursuant to Section (A)4 herein or otherwise (at the then
applicable Conversion Ratio); or (y) be redeemed in accordance with the terms
and conditions set forth in Section 3 hereof, whether or not within four (4)
years of the Initial Issuance Date.

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

              (a) Right to Convert. The Preferred Stock shall be convertible, at
the option of the holder thereof, at any time after the date of issuance of such
Preferred Stock, at the office of the Corporation or any transfer agent for such
stock, into Class B Common Stock as provided herein. The initial conversion
ratio (the "Conversion Ratio") (i.e., the number of shares of Class B Common
Stock issuable upon conversion of each share of Preferred Stock) shall be one to
one. The Conversion Ratio shall be subject to adjustment from time to time as
provided in this Section 4(a); provided, however, that the Conversion Ratio
shall not be adjusted in connection with the issuance of Class C Common Stock
prior to April 1, 2001 or any conversion of such Class C Common Stock.
References herein to conversion of the Preferred Stock into Class B Common Stock
shall include, if no shares of Class B Common Stock are then outstanding,
conversion into such other securities and/or property into which the Class B
Common Stock has been converted.

                  (i) Except for the Outstanding Rights (as defined below), if
the Corporation issues or sells, or in accordance with Section (C)4(a)(ii) or
(iii) is deemed to have issued or sold after September 18, 1998, any shares of
Common Stock for a consideration per share less than the Fair Market Value (as
defined below) of the Common Stock immediately prior to such time; then
immediately upon such issue or sale, the Conversion Ratio shall be adjusted to
equal the product obtained by multiplying the Conversion Ratio in effect
immediately prior to such adjustment by a fraction, the numerator of which is
the product obtained by multiplying (A) the Fair Market Value of the Common
Stock determined on the date of such issue or sale, times (B) the number of
Fully Diluted Shares as defined below) immediately after such issue or sale and
the denominator of which is the sum obtained by adding (1) the gross

                                      -25-
<PAGE>
consideration, if any, received by the Corporation upon such issue or sale and
(2) the product obtained by multiplying the Fair Market Value of the Common
Stock determined on the date of such issue or sale times the number of shares of
Fully Diluted Shares immediately prior to such issue or sale. For purposes of
this Section (C), "Fair Market Value" shall mean: (i) if traded on a securities
exchange or The Nasdaq National Market, the average of the closing prices of the
securities on such exchange during the twenty (20) trading day period ending
three (3) days prior to the date of issue or sale; (ii) if traded
over-the-counter, the average of the last bid or sales prices (whichever is
applicable) during the twenty (20) trading day period ending three (3) trading
days prior to the date of issue or sale; and (iii) if there is no public market,
the fair market value thereof. Each holder of Preferred Stock shall have the
right but not the obligation to utilize as the Fair Market Value for this
Section (C), the amount determined as Appraisal Fair Market Value for purposes
of Section (B) as of the relevant time. For purposes of this Section (C),
"Outstanding Rights" shall mean all rights and options to issue or acquire the
Common Stock outstanding on September 18, 1998, and options granted in the
future at exercise prices of not less than Fair Market Value pursuant to the
Corporation's employee stock option plans in effect from time to time and the
issuance and sale of the Common Stock upon exercise of such rights and options.
Notwithstanding any other provision of this Section (B)4, no adjustment of the
Conversion Ratio shall be made upon the issuance of Class C Common Stock or the
warrants issued in connection therewith (the "Class C Warrants") or upon any
anti-dilution adjustment to the Class C Common Stock or the Class C Warrants
(collectively, the "Class C Securities") or upon the issue of Common Stock upon
conversion or exercise of the Class C Securities and no adjustment of the
Conversion Ratio shall be made upon the issuance of Class D Common Stock or upon
any anti-dilution adjustment to the Class D Common Stock or upon the issue of
Common Stock upon conversion or exercise of the Class D Common Stock.

                  (ii) Except for the Outstanding Rights, if the Corporation in
any manner grants any rights or options to subscribe for or to purchase Common
Stock or any stock or other securities convertible into or exchangeable for
Common Stock (for purposes of this Section (C) such rights or portions being
herein called "Rights" and such convertible or exchangeable stock or securities
being herein called "Convertible Securities") after September 18, 1998 and the
price per share for which Common Stock is issuable upon the exercise of such
Rights or upon conversion or exchange of such Convertible Stock is less than the
Fair Market Value of the Common Stock in effect immediately prior to the time of
the granting of such Rights, then, for purposes of this Section 4(a), the total
maximum number of shares of Common Stock issuable upon the exercise of such
Rights or upon conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Rights shall be deemed
to be outstanding and to have been issued and sold by the Corporation for such
price per share. For purposes of this paragraph, the "price per share for which
Common Stock is issuable upon the exercise for such Rights or upon conversion or
exchange of such Convertible Securities" is determined by dividing (A) the total
amount, if any, received or receivable by the Corporation as consideration for
the granting of such Rights, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon the exercise of all such Rights,
plus in the case of such Rights which relate to Convertible Securities, the
minimum aggregate amount of additional consideration, if any, payable to the
Corporation upon the issuance or sale of such Convertible Securities and the
conversion or exchange thereof by (b) the total maximum number of shares of
Common Stock issuable upon exercise of such

                                      -26-
<PAGE>
Rights or upon the conversion or exchange or all such Convertible Securities
issuable upon the exercise of such Rights. No adjustment of the Conversion Ratio
shall be made upon the actual issuance of such Common Stock or of such
Convertible Securities upon the exercise of such Rights or upon the actual
issuance of such Common Stock upon conversion or exchange of such Convertible
Securities.

                  (iii) If the Corporation in any manner issues or sells any
Convertible Securities after September 18, 1998 and the price per share for
which Common Stock is issuable upon such conversion or exchange is less than the
Fair Market Value of the Common Stock in effect immediately prior to the time of
such issue or sale, then, for purposes of this Section 4(a), the maximum number
of shares of Common Stock issuable upon conversion or exchange if such
Convertible Securities shall be deemed to be outstanding and to have been issued
and sold by the Corporation for such price per share. For the purposes of this
paragraph, the "price per share for which Common Stock is issuable upon the
conversion or exchange" is determined by dividing (A) the total amount received
or receivable by the Corporation as consideration for the issue or sale of such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the conversion or
exchange thereof by (B) the total maximum number of shares of Common Stock
issuable upon the conversion or exchange of all such Convertible Securities. No
adjustment of the Conversion Ratio shall be made upon the actual issue of such
Common Stock or upon conversion or exchange of such Convertible Securities, and
if any such issue or sale of such Convertible Securities is made upon exercise
of any Rights for which adjustment of the Conversion Ratio had been or are to be
made pursuant to this Section 4(a), no further adjustment of the Conversion
Ratio shall be made by reason of such issue or sale.

                  (iv) If any Common Stock, Rights or Convertible Securities are
issued or sold or deemed to have been issued or sold for cash, the consideration
received therefor shall be deemed to be the gross amount received by the
Corporation therefor. In case any Common Stock, Rights or Convertible Securities
are issued or sold for a consideration other than cash, the amount of
consideration other than cash received by the Corporation shall be the fair
value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the
Corporation shall be the Fair Market Value thereof as the date of receipt.

                  (v) In case any Right is issued in connection with the issue
or sale of other securities of the Corporation, together comprising one
integrated transaction in which no specific consideration is allocated to such
Rights by the parties thereto, the Rights shall be deemed to have been issued
without consideration.

                  (vi) The number of shares of Common Stock outstanding at any
given time does not include shares owned or held by or for the account of the
Corporation or any subsidiary of the Corporation, and the disposition of any
shares so owned or held shall be considered an issue or sale of Common Stock.

                  (vii) If the Corporation determines a record date of the
holders of Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in Common Stock, Rights or in Convertible
Securities or (B) to subscribe for or purchase

                                      -27-
<PAGE>
Common Stock, Rights or in Convertible Securities, then, for purposes of this
Section 4(a), such record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.

                  (viii) If the Corporation at any time subdivides (by a stock
split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the
Conversion Ratio in effect immediately prior to such subdivision shall be
proportionately increased. If the Corporation at any time combines (by reverse
stock split or otherwise) one or more classes of its outstanding shares of
Common Stock into a smaller number of shares, the Conversion Ratio in effect
immediately prior to such combination shall be proportionately decreased.

                  (ix) Prior to the consummation of any Fundamental Change, the
Corporation shall make appropriate provision to insure that all holders of
Preferred Stock shall thereafter have the right to acquire and receive in lieu
of or addition to (as the case may be) the shares of Common Stock immediately
theretofore acquirable and receivable upon the exercise of the conversion right
granted hereunder, such shares of stock, securities or assets as may be issued
or payable with respect to or in exchange for the number of shares of Common
Stock immediately theretofore acquirable and receivable upon exercise of the
conversion right granted hereunder had such Fundamental Change not taken place.
In any such case, the Corporation shall make appropriate provision with respect
to the rights and interests of all holders of Preferred Stock to insure that the
provisions of this Section 4 shall thereafter be applicable to the Preferred
Stock including, in the case of any such consolidation, merger or sale in which
the successor entity or purchasing entity is other than the Corporation, an
immediate adjustment of the Conversion Ratio taking into account the value of
the Common Stock reflected by the terms of such consolidation, merger or sale,
if the value per share so reflected is less than the Fair Market Value of the
Common Stock in effect immediately prior to such consideration, merger or sale.
The Corporation shall not effect any such consolidation, merger or sale, unless
prior to the consummation thereof, the successor entity (if other than the
Corporation) resulting from consolidation or merger or the entity purchasing
such assets assumes by written instrument, the obligation to deliver to holders
of Preferred Stock such shares of stock, securities or assets as, in accordance
with the foregoing provisions, such holders may be entitled to acquire.

                  (x) If all of the Common Stock deliverable upon the exercise
of Rights or Convertible Securities have not been issued when such Rights or
Convertible Securities are no longer outstanding, then the Conversion Ratio
promptly shall be readjusted to the Conversion Ratio that would then be in
effect had the adjustment upon the issuance of such Rights or Convertible
Securities been made on the basis of the actual number of shares of Common Stock
or Convertible Securities issued upon exercise of such Rights or the conversion
of the Convertible Securities.

                  (xi) If any event occurs of the type contemplated by the
provisions of this Section 4(a) but not expressly provided for by such
provisions, including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features, then the
Board of Directors shall make an appropriate adjustment in the Conversion

                                      -28-
<PAGE>
Ratio so as to protect the rights of the holders of Preferred Stock, provided
that no such adjustment shall decrease the Conversion Ratio. However,
notwithstanding this Section 4(a)(xi), no adjustment to the Conversion Ratio
shall be made upon the granting of rights with equity features under
Quasi-Equity Plans to employees of or consultants to the Corporation that
effectively give the recipients the benefit only of the appreciation in the
Share Equivalent in excess of the Fair Market Value of the Common Stock at the
date of grant. For the purposes of this Section (C), a "Share Equivalent" shall
mean a right or other arrangement granted under a Quasi-Equity Plan
substantially equivalent to the right to acquire one share of Common Stock or
the right to the appreciation in such share over a specified period of time.

              (b) Automatic Conversion. Each share of Preferred Stock shall
automatically be converted into Class B Common Stock or, if applicable, into the
securities into which the Class B Common Stock is converted pursuant to Section
(A)4 above or otherwise (at the then applicable Conversion Ratio) upon the
closing of an IPO.

              (c) Mechanics of Conversion. Before any holder of the Preferred
Stock shall be entitled to convert the same into shares of Class B Common Stock,
he shall surrender the certificate or certificates therefor, duly endorsed, at
the office of the Corporation or of any transfer agent for the Preferred Stock,
and shall give written notice to the Corporation at its principal corporate
office, of the election to convert the same and shall state therein the name or
names in which the certificate or certificates for shares of Class B Common
Stock are to be issued. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Preferred Stock,
or to the nominee or nominees of such holder, a certificate or certificates for
the number of shares of Class B Common Stock to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of the Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Class B Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Class B Common Stock as of such date. If the conversion is in
connection with an IPO, the conversion may, at the option of any holder
tendering Preferred Stock for conversion, be conditioned upon the closing with
the underwriters of the sale of securities pursuant to such offering, in which
event the person(s) entitled to receive Class B Common Stock upon conversion of
such Preferred Stock shall not be deemed to have converted such Preferred Stock
until immediately prior to the closing of such sale of securities.

              (d) No Impairment. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
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 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 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 Preferred Stock against impairment.

              (e) No Fractional Shares. No fractional shares shall be issued
upon the conversion of any share or shares of the Preferred Stock, and the
number of shares of Class B Common Stock to be issued shall be rounded to the
nearest whole share. Whether or not

                                      -29-
<PAGE>
fractional shares are issuable upon such conversion shall be determined on the
basis of the total number of shares of Preferred Stock the holder is at the time
converting into Class B Common Stock and the number of shares of Class B Common
Stock issuable upon such aggregate conversion.

              (f) Special Notices. In case at any time:


                  (i) the Corporation shall declare any dividend upon its Common
Stock payable in cash or stock or make any other distribution to the holders of
its Common Stock;

                  (ii) the Corporation shall offer for subscription pro rata to
the holders of its Common Stock any additional shares of stock of any class or
other rights;

                  (iii) there shall be any capital reorganization or
reclassification of the capital stock of the Corporation, or a consolidation or
merger of the Corporation with or into another entity or entities, or a sale,
lease, abandonment, transfer or other disposition of all or substantially all of
the assets of the Corporation; or

                  (iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by delivery
in person, certified or registered mail, return receipt requested, telecopier or
telex, addressed to each holder of any shares of Preferred Stock at the address
of such holder as shown on the books of the Corporation: (a) at least twenty
(20) days prior written notice of the date on which the books of the Corporation
shall close or a record shall be taken for such dividend, distribution or
subscription rights or for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding up, or (b) if a record date shall not be
established for any of the foregoing, at least twenty (20) days prior written
notice of the date when the same shall take place. Such notice, in the case of
any such dividend, distribution or subscription rights, shall specify the
applicable terms and the date on which the holders of Common Stock shall be
entitled thereto and such notice in accordance with the foregoing clause (b)
shall also specify the applicable terms and the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, disposition, dissolution, liquidation or winding up, as
the case may be.

              (g) Other Notices. Any other notice required by the provisions of
this Section 4 to be given to the holders of shares of the Preferred Stock shall
be deemed given if deposited in the U.S. mail, postage prepaid, and addressed to
each holder of record at his address appearing on the books of the Corporation.

              (h) Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Class B Common Stock, solely for the purpose of effecting the
conversion of the shares of the Preferred Stock, such number of its shares of
Class B Common Stock as shall from time to time be sufficient to

                                      -30-
<PAGE>
effect the conversion of all outstanding shares of the Preferred Stock, and if
at any time the number of authorized but unissued shares of Class B Common Stock
shall not be sufficient to effect the conversion of all then outstanding shares
of the Preferred Stock, in addition to such other remedies as shall be available
to the holder of such 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 Class B Common Stock to such number of shares
as shall be sufficient for such purposes, including, without limitation engaging
in best efforts to obtain the requisite shareholder approval of any necessary
amendment to this Certificate of Incorporation.

           5. Voting Rights. Except as otherwise provided herein or as required
by applicable law, holders of the Preferred Stock shall not have any voting
rights.

           6. Board of Directors. So long as any shares of the Preferred Stock
are outstanding, the holders of the Preferred Stock shall be entitled, but not
obligated, to elect one (1) director (the "Preferred Stock Director") to serve
on the Corporation's Board of Directors. The Preferred Stock Director shall be
entitled to serve on all Board Committees. If at any time the Corporation's
Board shall increase to eight (8) or more members, including the Preferred Stock
Director, the holders of the Preferred Stock shall be entitled, but not
obligated, to elect an additional director (the "Supplemental Preferred Stock
Director"). The Supplemental Preferred Stock Director shall have the same rights
and privileges as the Preferred Stock Director other than the entitlement to
serve on Board Committees. At any meeting (or in a written consent in lieu
thereof) held for the purpose of electing directors, the presence in person or
by proxy (or the written consent) of the holders of a majority of the shares of
Preferred Stock then outstanding shall constitute a quorum of the Preferred
Stock for the election of the Preferred Stock Director (and the Supplemental
Preferred Stock Director when applicable); but shall not otherwise affect the
quorum requirements for the meeting generally. A vacancy in the directorship
held by the Preferred Stock Director (and the Supplemental Preferred Stock
Director where applicable) shall be filled only by vote or written consent of
the holders of the Preferred Stock.

           7. Status of Converted Stock. In the event any shares of Preferred
Stock shall be converted pursuant to Section (C)4 hereof, the shares so
converted shall be canceled and shall not be issuable by the Corporation. The
Certificate of Incorporation of the Corporation shall be appropriately amended
to effect the corresponding reduction in the Corporation's authorized capital
stock.


           FIFTH: The name and mailing address of the incorporator is as
follows:

                   Name                Mailing Address
                   ----                ---------------

              David G. Nation          1100 Philadelphia National Bank Building
                                       Broad & Chestnut Streets
                                       Philadelphia, PA  19107

           SIXTH: In furtherance and not in limitation of the general powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized to make, alter or repeal the By-Laws of the Corporation,
except as specifically stated therein.

                                      -31-
<PAGE>
           SEVENTH: A director of the Corporation shall have no personal
liability to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director except to the extent that Section 102(b)(7) (or
any successor provision) of the Delaware General Corporation Law, as amended
from time to time, expressly provides that the liability of a director may not
be eliminated or limited.

           EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said Court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the Court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.

           NINTH: The term of existence of the Corporation shall be perpetual.

           TENTH: Any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares entitled to
vote at an election of directors.

           ELEVENTH: The election of directors shall be conducted in the manner
prescribed in the By-Laws of the Corporation and need not be by ballot.

           IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinabove named, does hereby execute this Certificate of Incorporation this
5th day of March, 1987.



                                                 /s/ David G. Nation
                                            -------------------------------
                                            David G. Nation, Incorporator



                                      -32-

</TEXT>
</DOCUMENT>
