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                                                                     EXHIBIT 3.1


            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                       UNIVERSAL TECHNICAL INSTITUTE, INC.
                               A CLOSE CORPORATION

         Universal Technical Institute, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), certifies as follows:

                  1.       The name of the Corporation is Universal Technical
Institute, Inc. The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on September 10,
1997. The Amended and Restated Certificate of Incorporation was filed on
September 29, 1997; the Certificate of Designation of Preferences and Rights of
Series A Preferred Stock and Series B Preferred Stock was filed on September 30,
1997; and Amendment No. 1 to the Amended and Restated Certificate of
Incorporation and the Certificate of Designation of Preferences and Rights of
Series C Preferred Stock were filed with the Secretary of State of the State of
Delaware on September 29, 1999.

                  2.       Pursuant to sections 242 & 245 of the General
Corporation Law of the State of Delaware, this Second Amended and Restated
Certificate of Incorporation has been duly adopted by the Corporation's Board of
Directors.

                  3.       The text of the Corporation's Certificate of
Incorporation (this "Certificate") is hereby restated and further amended to
read in its entirety as follows:

                                   ARTICLE I.

                  The name of the corporation is Universal Technical Institute,
Inc., a close corporation.

                                   ARTICLE II.

                  The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, 19801. The name of its registered agent at such address is The
Corporation Trust Company.

                                  ARTICLE III.

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

                                   ARTICLE IV.

                  A.       Classes of Stock. This Corporation is authorized to
issue two classes of stock to be designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares which the Corporation is
authorized to issue is Thirty-Three Thousand Five Hundred (33,500) shares, of
which Eight Thousand Five Hundred (8,500) shares shall be Common Stock,

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$0.0001 par value per share, and Twenty-Five Thousand (25,000) shares shall be
Preferred Stock, $0.0001 par value per share. The Preferred Stock may be issued
from time to time in one or more series.

                  B.       Issuance of Preferred Stock.

                  1.       Series A, B, C and D Preferred Stock. The Preferred
Stock authorized to be issued hereunder shall include (i) Eleven Thousand One
Hundred Seventy-Eight (11,178) shares of Series A Preferred Stock (the "Series A
Preferred Stock"), (ii) Four Thousand Sixty-Seven (4,067) shares of Series B
Preferred Stock (the "Series B Preferred Stock"), (iii) Four Thousand Two
Hundred (4,200) shares of Series C Preferred Stock (the "Series C Preferred
Stock") and (iv) Two Thousand Three Hundred Fifty-Eight (2,358) shares of Series
D Preferred Stock (the "Series D Preferred Stock").

                  2.       Issuance of Additional Preferred Stock. The Board of
Directors is hereby authorized, by filing one or more certificates pursuant to
the Delaware General Corporation Law (each, a "Preferred Stock Designation"), to
fix or alter from time to time the designations, powers, preferences and rights
of each series of Preferred Stock and the qualifications, limitations or
restrictions thereof, including without limitation the dividend rights, dividend
rate, conversion rights, voting rights and terms of redemption (including
sinking fund provisions), redemption price or prices, and the liquidation
preferences of any wholly-unissued series of Preferred Stock, and to establish
from time to time the number of shares constituting any such series and the
designation thereof, or any of them; and to increase or decrease the number of
shares of any series subsequent to the issuance of shares of that series, but
not below the number of shares of such series then outstanding. In case the
number of shares of any series shall be decreased in accordance with the
foregoing sentence, the shares constituting such decrease shall resume the
status that they had prior to the adoption of the resolution originally fixing
the number of shares of such series.

                  C.       Common Stock.

                  1.       Dividend Rights. Subject to the prior rights of
holders of all classes of stock at the time outstanding having prior rights as
to dividends, the holders of the Common Stock shall be entitled to receive, when
and as declared by the Board of Directors, out of any assets of the corporation
legally available therefor, such dividends as may be declared from time to time
by the Board of Directors.

                  2.       Redemption. The Common Stock is not redeemable upon
demand of any holder thereof or upon demand of this corporation.

                  3.       Voting Rights. The holder of each share of Common
Stock shall have the right to one vote, and shall be entitled to notice of any
stockholder's meeting in accordance with the Bylaws of this corporation, and
shall be entitled to vote upon such matters and in such manner as may be
provided by law.

                  D.       Series A Preferred Stock and Series B Preferred
Stock.

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                  1.       Definitions. As used in this subsection D of this
Certificate, capitalized terms not otherwise defined herein shall have, for all
purposes hereof, the meanings herein specified.

                  "Capital Stock" shall mean any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, including, without limitation, partnership interests and other indicia of
ownership of a business entity.

                  "Change of Control" shall mean the occurrence of any of the
following events: (i) all or substantially all of the Corporation's assets, on a
consolidated basis, are sold as an entirety to any Person or related group of
Persons, (ii) there shall be consummated any consolidation or merger of the
Corporation or any exchange of all of the outstanding shares of Common Stock (A)
in the case of a merger or consolidation, in which the Corporation is not the
continuing or surviving company (other than a consolidation or merger with a
wholly-owned Subsidiary of the Corporation in which all shares of Common Stock
outstanding immediately prior to the effectiveness thereof are changed into or
exchanged for the same consideration), (B) in the case of a merger,
consolidation or exchange of all of the outstanding shares of Common Stock,
pursuant to which the Common Stock would be converted into or exchanged for
cash, securities or other property, in any case, other than a consolidation,
merger or exchange of all of the outstanding shares of Common Stock in which
the holders of the Corporation's capital stock immediately prior to the
consolidation, merger or share exchange receive as consideration in such
transaction, directly or indirectly, at least a majority of the common stock of
the transferee or continuing or surviving company immediately after such
consolidation, merger or share exchange or (C) in the case of a merger,
consolidation or exchange of all of the outstanding shares of Common Stock, in
which JZEP (as defined in the Stockholders Agreement) is compelled pursuant to
Section 4.9 of the Stockholders Agreement to convert or exchange its Common
Stock for property that does not consist of any common stock of the transferee
or continuing or surviving company immediately after such consolidation, merger
or share exchange or is compelled pursuant to Section 3.3(f) to affirmatively
vote for such transaction, or (iii) any Person is or becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act, provided that
such Person shall be deemed to have "beneficial ownership" of all shares that
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 50% of the total voting power of the outstanding Capital Stock of the
Corporation.

                  "Common Stock" shall mean all shares now or hereafter
authorized of any class of common stock of the Corporation and any other stock
of the Corporation, howsoever designated that has the right (subject always to
prior rights of any class or series of Preferred Stock) to participate in the
distribution of the assets and earnings of the Corporation without limit as to
per share amount.

                  "Credit Agreement" shall mean the Amended and Restated Credit
Agreement, dated as of March 29, 2002, among the Corporation, UTI Holding, Inc.,
Heller Financial, Inc., as Agent for itself and the Lenders, and certain
lenders, as the same may be amended, refinanced or replaced.

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                  "Equity Interests" shall mean Capital Stock or warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the SEC promulgated thereunder.

                  "Liquidation" shall mean the voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation.

                  "Person" shall mean an individual or a corporation,
association, partnership, joint venture, organization, business, trust, or any
other entity or organization, including a government or any subdivision or
agency thereof.

                  "Preferred Stock" shall mean all shares now or hereafter
authorized of any class of preferred stock of the Corporation (other than the
Series A Preferred Stock and Series B Preferred Stock), howsoever designated
that has the right to participate in the distribution of the assets and earnings
of the Corporation prior to the Common Stock.

                  "Securities Purchase Agreement" shall mean the Securities
Purchase Agreement, dated as of the Funding Date, between the Corporation and JZ
Equity Partners PLC (f/k/a MCIT PLC), as the same may be amended, refinanced or
replaced.

                  "Voting Stock" shall mean Capital Stock of the Company of any
class or classes, the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of corporate directors (or
Persons performing similar functions).

                  2.       Dividends.

                  Subject to Section 6 below of this subsection D, the holders
of Series A Preferred Stock and the holders of Series B Preferred Stock shall be
entitled to receive when, as and if declared by the Board of Directors, annual
dividends of 6% of the Initial Liquidation Value (as defined below) of Series A
Preferred Stock and Series B Preferred Stock, respectively, payable on June 30
of each year, commencing on June 30, 1998 (the "Dividend Payment Date").
Dividends on the Series A and the Series B Preferred Stock shall be cumulative
and accrue, whether or not declared, earned or payable, from and after the date
of issue of the Series A Preferred Stock and Series B Preferred Stock,
respectively. Dividends, if declared by the Board of Directors, on Series A
Preferred Stock and the Series B Preferred Stock shall be paid only in cash. The
Initial Liquidation Value of each share of Series A Preferred Stock and the
Series B Preferred Stock will be $1,000 per share (the "Initial Liquidation
Value").

                  Dividend payments on Junior Stock shall be accrued but not
paid for any period unless cumulative dividends to be paid hereunder prior to
the date thereof have been paid on the Series A Preferred Stock and the Series B
Preferred Stock; provided, however that the Corporation shall be permitted to
issue Subordinated Securities as contemplated in subsection 4(h) of Section F of
this Certificate. Dividend payments on the Series A Preferred Stock and

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Series B Preferred Stock shall be accrued but not paid if the payment thereof is
prohibited or would result in a default under any obligation of the Corporation
or any subsidiary of the Corporation for borrowed money or any other extensions
of credits, including but not limited to any default under the Securities
Purchase Agreement of the Credit Agreement.

                  3.       Ranking and Liquidation Preference.

                  (a)      As to all dividends and distributions on Capital
Stock of the Corporation, (i) the Series A Preferred Stock and the Series B
Preferred Stock will rank pari passu with the Series C Preferred Stock and each
other and will rank senior to, and shall have preference and priority with
respect to any payment of any such dividend or distribution on, the Series D
Preferred Stock, the Common Stock or any other shares of Capital Stock of the
Corporation (all such Capital Stock ranking junior to the Series A Preferred
Stock, the Series B Preferred Stock and the Series C Preferred Stock in respect
of dividends and distributions being referred to in this subsection D as "Junior
Stock"); provided, however that the Corporation shall be permitted to issue
Subordinated Securities as contemplated in subsection 4(h) of Section F of this
Certificate.

                  (b)      Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of shares of
Series A Preferred Stock and Series B Preferred Stock than outstanding shall be
entitled to be paid in cash out of the assets of the Corporation available for
distribution to its stockholders, before any payment shall be made to the
holders of Junior Stock by reason of their ownership thereof, an amount equal to
the Initial Liquidation Value per share of such Series A Preferred Stock and
Series B Preferred Stock (subject to adjustment after certain partial
redemptions as provided in Section 7 of this subsection D) plus any accrued and
unpaid dividends (such sum being herein called the "Series A Preferred Stock and
Series B Preferred Stock Liquidation Payment"), and the holders of Series A
Preferred Stock and the holders or all shares of Series B Preferred Stock shall
not be entitled to any further distribution or payment. If upon such
liquidation, dissolution or winding-up of the Corporation, whether voluntary or
involuntary, the assets of the Corporation to be distributed among the holders
of the Capital Stock of the Corporation shall be insufficient to permit payment
in full of the Series A Preferred Stock and Series B Preferred Stock Liquidation
Payment to the holders of Series A Preferred Stock and holders of Series B
Preferred Stock, then the entire assets of the Corporation to be distributed to
the holders of the Capital Stock of the Corporation shall be distributed ratably
among the holders of the Series A Preferred Stock, the Series B Preferred Stock
and the Series C Preferred Stock in proportion to the Series A Preferred Stock
and Series B Preferred Stock Liquidation Payment and the Series C Preferred
Stock Liquidation Payment due under this Certificate to each such holder. Upon
any such liquidation, dissolution or winding-up of the Corporation, but only
after each holder of the Series A Preferred Stock, holders of Series B Preferred
Stock and holder of Series C Preferred Stock shall have been paid in full the
Series A Preferred Stock and Series B Preferred Stock Liquidation Payment or the
Series C Preferred Stock Liquidation Payment, as the case may be, to which such
holder is entitled, the remaining assets of the Corporation shall be distributed
to the holders of Junior Stock.

                  (c)      Written notice of such liquidation, dissolution or
winding-up, stating a payment date, the amount of the Series A Preferred Stock
and Series B Preferred Stock

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Liquidation Payment and the place where the amounts distributed shall be
payable, shall be given by mail, postage prepaid, not less than ten days prior
to the payment date stated therein, to the holders of record of the Series A
Preferred Stock and Series B Preferred Stock, such notice to be addressed to
each stockholder at his or its post office address as shown by the records of
the Corporation.

                  (d)      Neither the consolidation or merger of the
Corporation into or with any other corporation or corporations, nor the sale or
transfer by the Corporation of all or any part of its assets, nor the reduction
of the Capital Stock of the Corporation, shall be deemed to be a liquidation,
dissolution or winding-up of the Corporation within the meaning of any of the
provisions of this Section 3.

                  4.       Redemption.

                  (a)      Redemption Price. Subject to Section 7 of this
subsection D, the Series A Preferred Stock and Series B Preferred Stock shall
each be redeemable as provided in this Section 4 by paying for each share in
cash on the redemption date the sum of the Initial Liquidation Value thereof
plus any accrued and unpaid dividends through the redemption payment date, such
sum being in this subsection D called in each case the "Redemption Price".
Redemption payments (and dividend payments on Series A Preferred Stock and
Series B Preferred Stock) shall be accrued but not paid if the payment thereof
is prohibited or would result in a default under any obligation of the
Corporation or any subsidiary of the Corporation for borrowed money or any other
extensions of credits, including but not limited to any default under the
Securities Purchase Agreement or the Credit Agreement.

                  (b)      Redeemed or Otherwise Acquired Shares to be Retired.
Any shares of Series A Preferred Stock and Series B Preferred Stock redeemed
pursuant to this Section 4 or otherwise acquired by the Corporation in any
manner whatsoever shall be permanently retired immediately on the acquisition
thereof and shall not under any circumstances be reissued. The Corporation shall
from time-to-time take such appropriate action as may be necessary to reduce the
authorized number of shares of Series A Preferred Stock and Series B Preferred
Stock accordingly.

                  (c)      Shares to be Redeemed. In case of a redemption of
only a part of the outstanding shares of the Series A Preferred Stock or Series
B Preferred Stock, there shall be so redeemed from each registered holder as
nearly as practicable, that proportion of all of the shares to be redeemed which
the number of shares held of record by such holder bears to the total number of
shares of Series A Preferred Stock or Series B Preferred Stock, respectively, at
the time outstanding.

                  (d)      Mandatory Redemption. Subject to Sections 4(a) and
4(c), on March 31, 2010 the Corporation shall purchase and redeem, at the
Redemption Price, all of the outstanding shares of Series A Preferred Stock. In
addition, subject of Sections 4(a) and 4(c) above, on October 15, 2017, the
Corporation shall purchase and redeem, at the Redemption Price, all of the
outstanding shares of Series B Preferred Stock.

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                  (e)      Change of Control. In the event that any Change of
Control shall occur or the Corporation shall have knowledge of any proposed
Change of Control, the Corporation shall give written notice (the "Corporation
Notice") to the holders of record of the Series A Preferred Stock and the
holders of record of Series B Preferred Stock. The Corporation Notice shall be
delivered promptly upon receipt of such knowledge by the Corporation and in any
event no more than sixty (60) days nor less than thirty (30) days prior to the
occurrence of any Change of Control. The Corporation Notice shall (i) describe
the facts and circumstances of such Change of Control in reasonable detail, (ii)
make reference to this Section 4(e) and the right of the holders of shares of
Series A Preferred Stock and the holders of record of Series B Preferred Stock
to require payment on the terms and conditions provided for in this Section
4(e), and (iii) offer in writing to redeem the outstanding shares of Series A
Preferred Stock and Series B Preferred Stock at a redemption price equal to the
Liquidation Preference thereof on the date of redemption. Each holder of shares
of Series A Preferred Stock or Series B Preferred Stock shall have the right to
accept such offer and require prepayment of the shares of Series A Preferred
Stock and Series B Preferred Stock held by such holder by giving written notice
to the Corporation not later than 25 days following receipt of the Corporation
Notice. The Corporation shall redeem in accordance with this Section 4(e) all
shares of Series A Preferred Stock and Series B Preferred Stock held by holders
who have accepted such offer, which redemption shall occur on the date upon
which the Change of Control giving rise to such request occurs, and no
redemption requested pursuant to this Section 4(e) shall be effected unless the
Change of Control giving rise to such request shall occur.

                  (f)      Optional Redemptions. Subject to Sections 4(a) and
4(c) of this subsection D, the Corporation may purchases and redeem shares of
Series A Preferred Stock and Series B Preferred Stock at the Redemption Price
prior to the date for mandatory redemption set forth in Section 4(e) of this
subsection on any date provided that (i) all accrued and unpaid dividends shall
be declared and issued with respect to the shares of Series A Preferred Stock
and Series B Preferred Stock, as the case may be, to be redeemed for each full
month since the immediately prior payment date up to the date of redemption and
(ii) any consent required for such redemption shall have been obtained.

                  5.       Notice of Redemption.

                  Notice of each redemption of Series A Preferred Stock and
Series B Preferred Stock pursuant to Section 4 of this subsection D, specifying
the date and place of redemption and the number of shares which are to be
redeemed, shall be mailed to each holder of record of shares to be redeemed at
such holder's address as shown by the records of the Corporation not more than
ninety (90) nor less than thirty (30) days prior to the date on which such
redemption is to be made.

                  6.       Dividends After Redemption Date.

                  Notice of redemption having been so mailed or a Mandatory
Redemption having occurred, and provision for payment of the Redemption Price
for such shares on the specified Redemption Date having been made by the
Corporation, then, unless default be made in the payment of the Redemption Price
for such shares when and as due (i) the shares of Series A

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Preferred Stock or Series B Preferred Stock designated for redemption shall not
be entitled to any dividends accruing after the Redemption Date specified, (ii)
on such Redemption Date all rights of the respective holders of such shares, as
shareholders of the Corporation by reason of the ownership of such shares, shall
cease, except the right to receive the Redemption Price for such shares without
interest upon presentation, and (iii) such shares shall not after such
Redemption Date be deemed to be outstanding. In case less than all the shares
represented by any such certificate are redeemed, a new certificate shall be
issued without cost to the holder thereof representing the unredeemed shares.

                  7.       All Past Annual Dividends Must Be Declared Prior to
Redemption.

                  Except as set forth in this Section 7, the Corporation shall
not purchase or redeem shares of any Series A Preferred Stock or Series B
Preferred Stock at the time outstanding unless all dividends on all Series A
Preferred Stock or Series B Preferred Stock, as the case may be, for all past
periods shall have been declared and issued. If applicable laws relating to the
sources of funds for the payment of accrued and unpaid dividends on any shares
of Series A Preferred Stock or Series B Preferred Stock would prohibit the
payment in full on a Redemption Date of the dividends for any shares of Series A
Preferred Stock or Series B Preferred Stock required to be redeemed by Section 4
of this subsection D, (i) notwithstanding any provision herein to the contrary,
the aggregate Redemption Price payable in respect of all shares of Series A
Preferred Stock or Series B Preferred Stock, as the case may be, to be redeemed
shall be deemed reduced by the amount of accrued and unpaid dividends that the
Corporation is prohibited by law from paying, (ii) shares of Series A Preferred
Stock or Series B Preferred Stock, respectively, to be redeemed on the
applicable Redemption Date shall otherwise be redeemed in accordance with the
requirements of this Section 7 and (iii) the amount of such unpayable accrued
and unpaid dividends shall be added in equal amounts per share to the accrued
and unpaid dividends on the shares of Series A Preferred Stock or Series B
Preferred Stock, respectively, remaining outstanding in the hands of the holder
thereof. If applicable laws would prohibit the payment in full on the Redemption
Date of the Redemption Price for the shares of Series A Preferred Stock or
Series B Preferred Stock required to be redeemed pursuant to Section 4 of this
subsection D, (a) no such shares shall be redeemed, (b) the Corporation shall
nevertheless, to the extent legally permissible, pay to the holders of such
shares on the final Redemption Date the highest permissible amount per share up
to an amount equal to the applicable Liquidation Payment less $0.01, (c) the
Redemption Price and applicable Liquidation Payment of each such share shall
thereupon be reduced by the amount per share so paid pursuant to the immediately
preceding clause (b), (d) the Corporation shall purchase and redeem all such
shares on the soonest next date on which dividends are required to be paid
pursuant to Section 2 of this subsection D and on which the Corporation is no
longer prohibited by law from paying in full the Redemption Price for such
shares, and (e) the obligation of the Corporation to pay dividends under Section
2 of this subsection D shall continue until all outstanding shares of Series A
Preferred Stock and Series B Preferred Stock are redeemed in accordance with
clause (d), except that dividends thereafter payable with respect to outstanding
shares of Series A Preferred Stock and Series B Preferred Stock shall be reduced
by the same percentage reduction as the percentage reduction in the Redemption
Price and Series A Preferred Stock and Series B Preferred Stock Liquidation
Payment that takes place pursuant to this Section 7. In no event shall the
Corporation purchase

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or redeem the last share of Series A Preferred Stock or Series B Preferred Stock
held by any holder unless the Corporation shall have paid to the last holder of
Series A Preferred Stock or Series B Preferred Stock, as the case may be, all
accrued and unpaid dividends on all shares of Series A Preferred Stock or Series
B Preferred Stock, as the case may be, held by such holder at any time.

                  8.       Voting Rights.

                  The Series A Preferred Stock and the Series B Preferred Stock
shall not have voting rights except as expressly required by law or in any
amendment to the Corporation's Certificate of Incorporation to alter or change
the respective powers, designations, preferences or special rights of the shares
of such Series A Preferred Stock or Series B Preferred Stock, as the case may
be.

                  E.       Series C Preferred Stock.

                  1.       Definitions. As used in this subsection E of this
Certificate, capitalized terms not otherwise defined herein shall have, for all
purposes hereof, the meanings herein specified.

                  "Capital Stock" shall have the meaning given to it in
subsection D of this Article IV.

                  "Change of Control" shall have the meaning given to it in
subsection D of this Article IV.

                  "Common Stock" shall have the meaning given to it in
subsection D of this Article IV.

                  "Credit Agreement" shall have the meaning given to it in
subsection D of this Article IV.

                  "Equity Interests" shall have the meaning given to it in
subsection D of this Article IV.

                  "Exchange Act" shall have the meaning given to it in
subsection D of this Article IV.

                  "Liquidation" shall have the meaning given to it in subsection
D of this Article IV.

                  "Person" shall have the meaning given to it in subsection D of
this Article IV.

                  "Preferred Stock" Shall have the meaning given to it in
subsection D of this Article IV.

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                  "Public Offering" means the consummation of a bona fide public
offerings by the Corporation of its Common Stock pursuant to a registration
statement or registration statements filed by the Corporation with the
Securities and Exchange Commission, and underwritten by one or more reputable
investment banks, in which the aggregate gross proceeds to the Corporation from
such public offering, or from such series of public offerings, shall be not less
than $50,000,000.

                  "Securities Purchase Agreement" shall have the meaning given
to it in subsection D of this Article IV.

                  "Voting Stock" shall have the meaning given to it in
subsection D of this Article IV.

                  2.       Dividends.

                  Subject to Section 7 below of this subsection E, the holders
of Series C Preferred Stock shall be entitled to receive when, as and if
declared by the Board of Directors annual dividends of 6% of the Initial
Liquidation Value (as defined below) of Series C Preferred Stock, payable on
September 30 of each year, commencing on September 30, 2000 (the "Dividend
Payment Date"). Dividends on the Series C Preferred Stock shall be cumulative
and accrue, whether or not declared, from and after the date of issue of the
Series C Preferred Stock. Dividends, if declared by the Board of Directors on
Series C Preferred Stock shall be paid only in cash. The Initial Liquidation
Value of each share of Series C Preferred Stock will be $1,000.00 per share (the
"Initial Liquidation Value").

                  Dividend payments on Junior Stock shall be accrued but not
paid for any period unless cumulative dividends to be paid hereunder prior to
the date thereof have been paid on the Series C Preferred Stock; provided,
however that the Corporation shall be permitted to issue Subordinated Securities
as contemplated in subsection 4(h) of Section F of this Certificate. Dividend
payments on the Series C Preferred Stock shall be accrued but not paid if the
payment thereof is prohibited or would result in a default under any obligation
of the Corporation or any subsidiary of the Corporation for borrowed money or
any other extensions of credits, including but not limited to any default under
the Securities Purchase Agreement or the Credit Agreement.

                  3.       Ranking and Liquidation Preference.

                  (a)      As to all dividends and distribution on Capital Stock
of the Corporation. (i) the Series C Preferred Stock will rank pari passu with
the Series A Preferred Stock and the Series B Preferred Stock and will rank
senior to, and shall have preference and priority with respect to any payment of
any such dividend or distribution on, the Series D Preferred Stock, the Common
Stock or any other shares of Capital Stock of the Corporation (all such Capital
Stock ranking junior to the Series A Preferred Stock, the Series B Preferred
Stock and the Series C Preferred Stock in respect of dividends and distributions
being referred to in this subsection E as "Junior Stock"); provided, however
that the Corporation shall be permitted to issue Subordinated Securities as
contemplated in subsection 4(h) of Section F of this Certificate.

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                  (b)      Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of all shares of
Series C Preferred Stock then outstanding shall each be entitled to be paid in
cash out of the assets of the Corporation available for distribution to its
stockholders, before any payment shall be made to the holders of Junior Stock by
reason of their ownership thereof, an amount equal to the sum of the Initial
Liquidation Value per share (subject to adjustment after certain partial
redemptions as provided in Section 7 of this subsection E) plus any accrued and
unpaid dividends (such sum being herein called the "Series C Preferred Stock
Liquidation Payment"), and the holders of all shares of Series C Preferred Stock
shall not be entitled to any further distribution or payment. If upon such
liquidation, dissolution or winding-up of the Corporation, whether voluntary or
involuntary, the assets of the Corporation to be distributed among the holders
of the Capital Stock of the Corporation shall be insufficient to permit payment
in full of the Series C Preferred Stock Liquidation Payment to the holders of
Series C Preferred Stock, then the entire assets of the Corporation to be
distributed to the holders of the Capital Stock of the Corporation shall be
distributed ratably among the holders of the Series A Preferred Stock, the
Series B Preferred Stock and the Series C Preferred Stock in proportion to the
Series A Preferred Stock and Series B Preferred Stock Liquidation Payment and
the Series C Preferred Stock Liquidation Payment due under this Certificate to
each such holder. Upon any such liquidation, dissolution or winding-up of the
Corporation, but only after each holder of the Series A Preferred Stock, holders
of Series B Preferred Stock and holder of Series C Preferred Stock shall have
been paid in full the Series A Preferred Stock and Series B Preferred Stock
Liquidation Payment or the Series C Preferred Stock Liquidation payment, as the
case may be, to which such holder is entitled, the remaining assets of the
Corporation shall be distributed to the holders of Junior Stock.

                  (c)      Written notice of such liquidation, dissolution or
winding-up, stating a payment date, the amount of the Series C Preferred Stock
Liquidation Payment and the place where the amounts distributed shall be
payable, shall be given by mail, postage prepaid, not less than ten days prior
to the payment date stated therein, to the holders of record of the Series C
Preferred Stock, such notice to be addressed to each stockholder at his or its
post office address as shown by the records of the Corporation.

                  (d)      Neither the consolidation or merger of the
Corporation into or with any other corporation or corporations, nor the sale or
transfer by the Corporation of all or any part of its assets, nor the reduction
of the Capital Stock of the Corporation, shall be deemed to be a liquidation,
dissolution or winding-up of the Corporation within the meaning of any of the
provisions of this Section 3.

                  4.       Redemption.

                  (a)      Redemption Price. Subject to Section 7 of this
subsection E, the Series C Preferred Stock shall each be redeemable as provided
in this Section 4 by paying for each share in cash on the redemption date the
sum of the Initial Liquidation Value thereof plus any accrued and unpaid
dividends through the redemption payment date, such sum being in this subsection
E called in each case the "Redemption Price." Redemption payments (and dividend
payments on Series C Preferred Stock) shall be accrued but not paid if the
payment thereof is prohibited or

                                      -11-

<PAGE>

would result in a default under any obligation of the Corporation or any
subsidiary of the Corporation for borrowed money or any other extensions of
credit, including but not limited to any default under the Securities Purchase
Agreement or the Credit Agreement.

                  (b)      Redeemed or Otherwise Acquired Shares to be Retired.
Any shares of Series C Preferred Stock redeemed pursuant to this Section 4 or
otherwise acquired by the Corporation in any manner whatsoever shall be
permanently retired immediately on the acquisition thereof and shall not under
any circumstances be reissued. The Corporation shall from time-to-time take such
appropriate action as may be necessary to reduce the authorized number of shares
of Series C Preferred Stock accordingly.

                  (c)      Shares to be Redeemed. In case of a redemption of
only a part of the outstanding shares of the Series C Preferred Stock, there
shall be so redeemed from each registered holder as nearly as practicable, that
proportion of all of the shares to be redeemed which the number of shares held
of record by such holder bears to the total number of shares of Series C
Preferred Stock at the time outstanding.

                  (d)      Mandatory Redemption. Subject to Section 4(a) and
4(c), on March 31, 2010 the Corporation shall purchase and redeem, at the
Redemption Price, all of the outstanding shares of Series C Preferred Stock.

                  (e)      Change of Control. In the event that any Change of
Control shall occur or the Corporation shall have knowledge of any proposed
Change of Control, the Corporation shall give written notice (the "Corporation
Notice") to the holders of record of the Series C Preferred Stock. The
Corporation Notice shall be delivered promptly upon receipt of such knowledge by
the Corporation and in any event no more than sixty (60) days nor less than
thirty (30) days prior to the occurrence of any Change of Control. The
Corporation Notice shall (i) describe the facts and circumstances of such Change
of Control in reasonable detail, (ii) make reference to this Section 4(c) and
the right of the holders of record of Series C Preferred Stock to require
payment on the terms and conditions provided for in this Section 4(c), and (iii)
offer in writing to redeem the outstanding shares of Series C Preferred Stock at
a redemption price equal to the Liquidation Preference thereof on the date of
redemption. Each holder of shares of Series C Preferred Stock shall have the
right to accept such offer and require prepayment of the shares of Series C
Preferred Stock held by such holder by giving written notice to the Corporation
not later than 25 days following receipt of the Corporation Notice. The
Corporation shall redeem in accordance with this Section 4(e) all shares of
Series C Preferred Stock held by holders who have accepted such offer, which
redemption shall occur on the date upon which the Change of Control giving rise
to such request occurs, and no redemption requested pursuant to this Section
4(e) shall be effected unless the Change of Control giving rise to such request
shall occur.

                  (f)      Optional Redemptions. Subject to Section 4(a) and
4(c) of this subsection E, the Corporation may purchase and redeem shares of
Series C Preferred Stock at the Redemption Price prior to the date for mandatory
redemption set forth in Section 4(e) of this Subsection E on any date provided
that (i) all accrued and unpaid dividends shall be paid with respect to any such
redemption of the shares of Series C Preferred Stock and (ii) any consent

                                      -12-

<PAGE>

required for such redemption shall have been obtained.

                  5.       Notice of Redemption.

                  Notice of each redemption of Series C Preferred Stock pursuant
to Section 4 of this subsection E, specifying the date and place of redemption
and the number of shares which are to be redeemed, shall be mailed to each
holder of record of shares to be redeemed at such holder's address as shown by
the records of the Corporation not more than ninety (90) nor less than thirty
(30) days prior to the date on which such redemption is to be made.

                  6.       Dividends After Redemption Date.

                  Notice of redemption having been so mailed or a Mandatory
Redemption having occurred, and provision for payment of the Redemption Price
for such shares on the specified Redemption Date having been made by the
Corporation, then, unless default be made in the payment of the Redemption Price
for such shares when and as due (i) the shares of Series C Preferred Stock
designated for redemption shall not be entitled to any dividends accruing after
the Redemption Date specified, (ii) on such Redemption Date all rights of the
respective holders of such shares, as shareholders of the Corporation by reason
of the ownership of such shares, shall cease, except the right to receive the
Redemption Price for such shares without interest upon presentation, and (iii)
such shares shall not after such Redemption Date be deemed, to be outstanding.
In case less than all the shares represented by any such certificate are
redeemed, a new certificate shall be issued without cost to the holder thereof
representing the unredeemed shares.

                  7.       All Past Annual Dividends Must Be Declared Prior to
Redemption.

                  Except as set forth in Section 7, the Corporation shall not
purchase or redeem shares of any Series C Preferred Stock at the time
outstanding unless all dividends on all Series C Preferred Stock for all past
periods shall have been declared and issued. If applicable laws relating to the
sources of funds for the payment of accrued and unpaid dividends on any shares
of Series C Preferred Stock would prohibit the payment in full on a Redemption
Date of the dividends for any shares of Series C Preferred Stock required to be
redeemed by Section 4 of this subsection E, (i) notwithstanding any provision
herein to the contrary, the aggregate Redemption Price payable in respect of all
shares of Series C Preferred Stock to be redeemed shall be deemed reduced by he
amount of accrued and unpaid dividends that the Corporation is prohibited by law
from paying, (ii) shares of Series C Preferred Stock to be redeemed on the
applicable Redemption Date shall otherwise be redeemed in accordance with the
requirements of this Section 7 of this subsection E, and (iii) the amount of
such unpayable accrued and unpaid dividends on the shares of Series C Preferred
Stock remaining outstanding in the hands of the holder thereof. If applicable
laws would prohibit the payment in full on the Redemption Date of the Redemption
Price for the shares of Series C Preferred Stock required to be redeemed
pursuant to Section 4 of this subsection E, (a) no such shares shall be
redeemed, (b) the Corporation shall nevertheless, to the extent legally
permissible, pay to the holders of such shares on the final Redemption Date the
highest permissible amount per share up to an amount equal to the applicable
Liquidation

                                      -13-


<PAGE>

Payment less $0.01, (c) the Redemption Price and applicable Liquidation Payment
of each such share shall thereupon be reduced by the amount per share so paid
pursuant to the immediately preceding clause (b), (d) the Corporation shall
purchase and redeem all such shares on the soonest next date on which dividends
are required to be paid pursuant to Section 2 of this subsection E and on which
the Corporation is no longer prohibited by law from paying in full the
Redemption Price for such shares, and (c) the obligation of the Corporation to
pay dividends under Section 2 of this subsection E shall continue until all
outstanding shares of Series C Preferred Stock are redeemed in accordance with
clause (d), except that dividends thereafter payable with respect to outstanding
shares of Series C Preferred Stock shall be reduced by the same percentage
reduction as the percentage reduction in the Redemption Price and Series C
Preferred Stock Liquidation Payment that takes place pursuant to this Section 7.
In no event shall the Corporation purchase or redeem the last shares of Series C
Preferred Stock held by any holder unless the Corporation shall have paid to the
last holder of Series C Preferred Stock all accrued and unpaid dividends on all
shares of Series C Preferred Stock held by such holder at any time.

                  8.       Voting Rights.

                  The Series C Preferred Stock shall not have voting rights
except as expressly required by law or in any amendment to the Corporation's
Certificate of Incorporation to alter or change the respective powers,
designations, preferences or special rights of the shares of such Series C
Preferred Stock.

                  F.       Series D Preferred Stock.

                  1.       Definitions. As used in this subsection F of this
Certificate, capitalized terms not otherwise defined herein shall have, for all
purposes hereof, the meanings herein specified.

                  "Business Day" means any day that is not a Saturday, Sunday or
a day on which banking institutions in Arizona or New York are not required to
be open for business.

                  "Capital Stock" shall have the meaning given to it in
subsection D of this Article IV.

                  "Change of Control" shall have the meaning given to it in
subsection D of this Article IV.

                  "Common Stock" shall have he meaning given to it in subsection
D of this Article IV.

                  "Credit Agreement" shall have the meaning given to it in
subsection D of this Article IV.

                  "Current Market Price" means, in respect of any share of
Common Stock on any date herein specified, (i) if the shares of Common Stock are
publicly traded, the average of the daily closing prices of the Common Stock for
the twenty consecutive trading days ending five

                                      -14-


<PAGE>

trading days prior to such date on the principal national securities exchange or
stock market on which such shares are traded, or (ii) if the shares of Common
Stock are not publicly traded, the Fair Market Value per share of Common Stock
as of such date.

                  "Equity Interests" shall have the meaning given to it in
subsection D of this Article IV.

                  "Exchange Act" shall have the meaning given to it in
subsection D of this Article IV.

                  "Fair Market Value" of the Common Stock or any other property
means the fair market value of such Common Stock or other property as determined
(unless expressly otherwise provided herein) by mutual agreement between the
Corporation and the holders of not less than a majority of the outstanding
shares of Series D Preferred Stock or, if the parties are unable to agree, as
determined by a nationally recognized independent investment banking firm
selected by mutual agreement between the Corporation and the holders of not less
than a majority of the outstanding shares of Series D Preferred Stock.

                  "Initial Series D Conversion Price" shall have the meaning
given to it in Section 4(a) of this subsection F.

                  "Junior Stock" shall have the meaning given to it in Section
3(a) of this subsection F.

                  "Liquidation" shall have the meaning given to it in subsection
D of this Article IV.

                  "Original Series D Issue Date" shall mean the date the first
share of Series D Preferred Stock is issued by the Corporation.

                  "Original Series D Issue Price" shall mean $19,302.60401 per
share.

                  "Person" shall have the meaning given to it in subsection D of
this Article IV.

                  "Preferred Stock" shall mean all shares now or hereafter
authorized of any class of preferred stock of the Corporation (other than the
Series D Preferred Stock), howsoever designated that has the right to
participate in the distribution of the assets and earnings of the Corporation
prior to the Common Stock.

                  "Public Offering" shall have the meaning given to such term in
subsection E of this Article IV.

                  "Qualifying Public Offering" means a Public Offering which (x)
if the Public Offering occurs on or prior to the first anniversary of the
Original Series D Issue Date, results in the sale of shares of Common Stock
having a price per share equal to at least 150% of the then-applicable
conversation price of the Series D Preferred Stock, or (y) if the Public
Offering occurs after the first anniversary of the date of this Agreement,
results in the sale of share of Common

                                      -15-

<PAGE>

Stock having a price per share equal to at least 200% of the then-applicable
conversion price of the Series D Preferred Stock.

                  "Senior Stock" shall have the meaning given to it in Section
3(a) of this subsection F,

                  "Stockholders Agreement" shall mean the Amended and Restated
Stockholders Agreement, dated as of the Original Series D Issue Date, among the
Corporation and certain of its stockholders (including but not limited to the
purchasers of the Series D Preferred Stock), as the same may be amended from
time to time.

                  "Voting Stock" shall mean (i) with respect to the Corporation,
Capital Stock (including the Series D Preferred Stock but excluding any shares
of Preferred Stock) of the Corporation of any class or classes, the holders of
which are ordinarily, in the absence of contingencies, entitled to vote for the
election of corporate directors (or Persons performing similar functions) and
(ii) with respect to any Person other than the Corporation, Capital Stock of
such Person of any class or classes, the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for the election of corporate
directors (or Persons performing similar functions).

                  2.       Dividends.

                  The holders of Series D Preferred Stock shall be entitled to
receive annual dividends of 7.5% of the initial Liquidation Value (as defined
below) of Series D Preferred Stock, payable on September 30 of each year (the
"Dividend Payment Date"), commencing on September 30, 2002. Dividends on the
Series D Preferred Stock shall be cumulative and payable, whether or not
declared, from and after the date of issue of the Series D Preferred Stock.
Dividends on Series D Preferred Stock shall be paid only in cash, subject to
Section 4(h) of this subsection F. The initial "Liquidation Value" of each share
of Series D Preferred Stock will be $19,302.60401 per share.

                  No dividends may be paid or set aside for such payment on
Junior Stock for any period unless cumulative dividends to be paid hereunder
prior to the date thereof have been paid on the Series D Preferred Stock.
Dividend payments on the Series D Preferred Stock shall be accrued but not paid
(other than payment by means of a Subordinated Security or in cash as set forth
in Section 4(h) if the payment thereof is prohibited by this Certificate or is
prohibited or would result in a default under any obligation of the Corporation
or any subsidiary of the Corporation for borrowed money or any other extensions
of credits, including but not limited to any default under the Credit Agreement.

                  3.       Ranking and Liquidation Preference.

                  (a)      As to all dividends and distributions on Capital
Stock of the Corporation, (i) the Series A Preferred Stock, the Series B
Preferred Stock and the Series C Preferred Stock will rank senior to, and shall
have preferences and priority with respect to any payment of any such divided or
distribution on, the Series D Preferred Stock, the Common Stock or any other

                                      -16-

<PAGE>

shares of Capital Stock of the Corporation (all such Capital Stock ranking
senior to the Series D Preferred Stock in respect of dividends and distributions
being in this subsection F referred to as the "Senior Stock";) and (ii) the
Series D Preferred Stock will rank senior to, and shall have preference and
priority with respect to any payment of any such dividend or distribution on,
the Common Stock or any other shares of Capital Stock of the corporation (other
than the Senior Stock) (all such Capital Stock ranking inferior to the series D
preferred Stock being herein in this subsection F referred to as "Junior
Stock").

                  (b)      Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of shares of
Series D Preferred Stock then outstanding shall be entitled to be paid out of
the assets of the Corporation available for distribution to its stockholders,
after and subject to the payment in full of all amounts required to be
distributed to the holders of any Senior Stock, but before any payment shall be
made to the holders of Junior Stock by reason of their ownership thereof, an
amount equal to the Liquidation Value per share of Series D Preferred Stock plus
any accrued and unpaid dividends thereon (such sum being herein called the
"Series D Preferred Stock Liquidation Payment"), and the holders of all shares
of Series D Preferred Stock shall not be entitled to any further distribution or
payment; provided, however, that to the extent the remaining assets of the
Corporation available for distribution to its stockholders shall be insufficient
to pay the holders of shares of Series D Preferred Stock the full amount to
which they shall be entitled, the holders of shares of Series D Preferred Stock
shall share ratably in any distribution of the remaining assets and funds of the
Corporation in proportion to the respective amounts which would otherwise be
payable in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to such shares were paid in full.

                  (c)      Written notice of such liquidation, dissolution or
winding-up, stating a payment date, the amount of the Series D Preferred Stock
Liquidation Payment and the place where the amounts distributed shall be
payable, shall be given by mail, postage prepaid, not less than ten days prior
to the payment date stated therein, to the holders of record of the Series D
Preferred Stock, such notice to be addressed to each stockholder at his or its
post office address as shown by the records of the Corporation.

                  (d)      A Change of Control of the Corporation shall be
deemed to be a liquidation, dissolution or winding-up of the Corporation within
the meaning of any of the provisions of this Section 3.

                  4.       Conversion. The shares of Series D Preferred Stock
shall be convertible into shares of Common Stocks as follows:

                  (a)      Optional Conversion. Each share of Series D Preferred
Stock shall be convertible, at the option of the holder thereof and without the
payment of any additional consideration by the holder thereof, at any time and
from time to time, into the number of fully paid and non-assessable shares of
Common Stock as is determined by dividing the Initial Series D Conversion Price
(as hereafter defined) by the Current Conversion Price (as defined in Section 5
below of this subsection F) in effect at the time of conversion. The "Initial
Series D Conversion Price" shall equal $19,302.60401.

                                      -17-
<PAGE>

                  (b)      Automatic Conversion. Upon a Qualifying Public
Offering each share of Series D Preferred Stock then outstanding shall
automatically be converted into the number of fully paid and non-assessable
shares of Common Stock as is determined by dividing the Initial Series D
Conversion Price by the Current Conversion Price; provided, however, that if the
payment of accrued and unpaid dividends on the Series D Preferred Stock in cash
is prohibited by this Certificate or is prohibited or would result in a default
under any obligation of the Corporation or any subsidiary of the Corporation for
borrowed money or any other extensions of credits, including but not limited to
any default under the Credit Agreement, the shares of Series D Preferred Stock
then outstanding shall not be automatically converted upon a Qualifying Public
Offering but shall remain outstanding.

                  (c)      Fractional Shares. No fractional shares of Common
Stock shall be issued upon conversion of shares of Series D Preferred Stock. In
lieu of any fractional share to which the holder would otherwise be entitled
after determination of the aggregate full number of shares of Common Stock
issuable in respect of the Series D Preferred Stock then being converted, the
Corporation shall pay cash equal to such fraction multiplied by the then Current
Market Price per share of Common Stock.

                  (d)      Mechanics of Optional Conversion. In order for a
holder of Series D Preferred Stock to convert such shares into shares of Common
Stock, such holder shall surrender the certificate or certificates for such
shares of Series D Preferred Stock at the office of the transfer agent for the
Series D Preferred Stock (or if the Corporation serves as its own transfer
agent, at the principal office of the Corporation) (as applicable, the "Transfer
Office"), together with written notice that such holder elects to convert all or
any number of the shares of the Series D Preferred Stock represented by such
certificate or certificates. If reasonably required by the Corporation,
certificates surrendered for conversion shall be endorsed or accompanied by a
written instrument or instruments of transfer, in form reasonably satisfactory
to the Corporation, duly executed by the registered holder or his or its
attorney duly authorized in writing. The date of receipt of such certificates
and notice by the transfer agent (or by the Corporation if the Corporation
serves as its own transfer agent) shall be the conversion date (the "Optional
Conversion Date"). The Corporation shall, as soon as practicable after the
Optional Conversion Date, issue and deliver at the Transfer Office to such
holder of Series D Preferred Stock, or to his or its nominees, a certificate or
certificates for the number of whole shares of Common Stock (and any shares of
Series D Preferred Stock represented by the certificate delivered to the
Corporation by the holder thereof that are not converted into Common Stock)
issuable upon such conversion in accordance with the provisions hereof,
together with cash in lieu of fractional shares calculated in accordance with
paragraph (c) of this Section 4 and with payment of any accrued and unpaid
dividends thereon. On and as of the Optional Conversion Date, the shares of
Common Stock issuable upon such conversion shall be deemed to be outstanding,
and the holder thereof shall be entitled to exercise and enjoy all rights with
respect to such shares of Common Stock, including the rights, if any, to receive
notices and to vote. Shares of Series D Preferred Stock converted into Common
Stock will be deemed cancelled, and may not thereafter be issued or re-issued.

                  (e)      Mechanics of Automatic Conversion. All holders of
record of shares of Series D Preferred Stock will be given at least ten (10) but
not more than thirty (30) business

                                      -18-
<PAGE>

days' prior written notice of the date fixed (the "Automatic Conversion Date")
and the place designated for automatic conversion of all shares of Series D
Preferred Stock pursuant to this Section 4. Such notice will be sent by first
class or registered mail, postage prepaid, to each record holder of Series D
Preferred Stock at such holder's address last shown on the Company's share
register. On or before the Automatic Conversion Date, each holder of shares of
Series D Preferred Stock shall surrender his or its certificate or certificates
for all such shares to the Corporation at the place designated in such notice.
If reasonably required by the Corporation, certificates surrendered for
conversion shall be endorsed or accompanied by a written instrument or
instruments of transfer, in form reasonably satisfactory to the Corporation,
duly executed by the registered holder or his or its attorney duly authorized
in writing. On and after the Automatic Conversion Date, all rights with respect
to the Series D Preferred Stock so converted, including the rights, if any, to
receive notices and to vote, will terminate, except only the rights of the
holders thereof, upon surrender of their certificate or certificates therefor,
to receive certificates for the number of shares of Common Stock into which such
Series D Preferred Stock has been converted, payment of cash in lieu of
fractional shares calculated in accordance with paragraph (c) of this Section 4,
payment of any accrued and unpaid dividends thereon. As soon as practicable
after the Automatic Conversion Date and the surrender of the certificate or
certificates representing shares of Series D Preferred Stock, the Corporation
shall issue and deliver to such holder, or on his or its written order to his or
its nominees, a certificate or certificates for the number of whole shares of
Common Stock issuable upon such conversion in accordance with the provisions
hereof, together with cash in lieu of fractional shares calculated in accordance
with paragraph (c) of this Section 4 and payment of any accrued and unpaid
dividends thereon.

                  (f)      Reservation of Shares. The Corporation shall at all
times when the Series D Preferred Stock shall be outstanding, reserve and keep
available out of its authorized but unissued stock, for the purpose of effecting
the conversion of the Series D Preferred Stock, such number of its duly
authorized shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all outstanding shares of Series D Preferred Stock.
Before taking any action which would cause Common Stock, upon the conversion of
Series D Preferred Stock, to be issued below the then par value of the shares of
Common Stock, the Corporation will take any corporate action that may, in the
opinion of its counsel, be necessary in order that the Corporation may validly
and legally issue fully paid and non-assessable shares of Common Stock to the
holders of Series D Preferred Stock.

                  (g)      Treatment of Accrued and Unpaid Dividends. Upon any
conversion of Series D Preferred Stock, no adjustment to the initial Series D
Conversion Price shall be made for accrued and unpaid dividends on the Series D
Preferred Stock surrendered for conversion or on the Common Stock delivered upon
conversion, such dividends to be payable pursuant to paragraph (h) below.

                  (h)      Termination of Rights. All shares of Series D
Preferred Stock which shall have been surrendered for conversion as herein
provided or, as to shares of series D Preferred Stock which are subject to
automatic conversion pursuant to paragraph (b) of this Section 4, which have not
been so surrendered prior to the Automatic Conversion Date, shall no longer be
deemed to be outstanding and all rights with respect to such shares, including
the rights, if any,

                                      -19-

<PAGE>

to receive notices and to vote, shall immediately cease and terminate on the
Optional Conversion Date, or the Automatic Conversion Date, as the case may be,
except only the right of the holders thereof to receive shares of Common Stock
in exchange therefor, payment of cash in lieu of any fractional shares
calculated in accordance with paragraph (c) of this Section 4, and, subject to
the following sentence, payment of any accrued and unpaid dividends thereon. All
such accrued and unpaid dividends shall be paid on and including the Optional
Conversion Date or the Automatic Conversion Date, as the case may be in cash;
provided, however, that, other than in the case of a conversion in connection
with a Change of Control, if the payment of accrued and unpaid dividends on the
Series D Preferred Stock in cash is prohibited by or would result in a default
under any obligation of the Corporation or any subsidiary of the Corporation for
borrowed money or any other extensions of credits, including but not limited to
any default under, the Credit Agreement, the Corporation shall issue to each
applicable holder a junior subordinated security in the principal amount equal
to such accrued and unpaid dividends (collectively, the "subordinated
Securities") which shall, in the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, be subordinated
in right of payment to the prior payment in full cash of all Series A, Series B
and Series C Preferred Stock Initial Liquidation Values and all accrued and
unpaid dividends thereon (and by acceptance of such Subordinated Securities the
holders shall agree to hold in trust for and turnover to the holders of the
Series A, Series B and Series C Preferred Stock all amounts received in
violation of such subordination) and shall (i) for purposes of the subordination
provisions of Section 3 of subsections D and E be treated as junior stock and
(ii) for purposes of the subordination provisions of Section 3 of this
subsection F be treated as Series D Preferred Stock. The subordinated Securities
shall (i) accrue interest at 7.5% per annum, payable on September 30 of each
year, (ii) be payable in cash (and in any event at such time as substantially
all accrued but unpaid dividends have been paid in cash on the Series A, Series
B and Series C Preferred Stock) promptly following the date the prohibition or
default that caused the issuance of the security is no longer continuing
provided that no liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, shall be pending and (iii) be otherwise in
form and substance reasonably satisfactory to the holders of a majority of the
shares of Series D Preferred Stock entitled to such securities.

                  (i)      Issue Taxes. The issuance of certificates for shares
of Common Stock upon conversion of the Series D Preferred Stock shall be made
without charge to the holders thereof for any issuance tax in respect thereof,
provided that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Series D Preferred
Stock which is being converted.

                  (j)      Transfer Books. The Corporation will at no time close
its transfer books against the transfer of any Series D Preferred Stock, or of
any shares of Common Stock issued or issuable upon the conversion of any shares
of Series D Preferred Stock, in any manner which interferes with the timely
conversion of such Series D Preferred Stock, except as may otherwise be required
to comply with applicable securities laws.

                                      -20-

<PAGE>

                  5.       Adjustments to Conversion Price.

                  (a)      Current Conversion Price. The Initial Series D
Conversion Price shall be subject to adjustment from time to time and such
conversion price as adjusted shall likewise be subject to further adjustment,
all as hereinafter set forth. The term "Current Conversion Price" shall mean, as
of any time. The Initial Series D Conversion Price in case no adjustment shall
have been made pursuant to this Section 5, or the Initial Series D Conversion
Price as adjusted pursuant to this Section 5, as the case may be.

                           (i)      In case the Corporation shall at any time or
                  from time to time after the Original Series D Issue Date (A)
                  pay a dividend, or make a distribution, on the outstanding
                  shares of Common Stock in shares of Common Stock, (B)
                  subdivide the outstanding shares of Common Stock, (C) combine
                  the outstanding shares of Common Stock into a smaller number
                  of shares or (D) issue by reclassification of the shares of
                  Common Stock any shares of Capital Stock of the Corporation,
                  then, and in each case, the Current Conversion Price in effect
                  immediately prior to such event or the record date therefor,
                  whichever is earlier, shall be adjusted so that the holder of
                  any shares of Series D Preferred Stock thereafter surrendered
                  for conversion shall be entitled to receive the number of
                  shares of Common Stock or other securities of the Corporation
                  which such holder would have owned or have been entitled to
                  receive after the happening of any of the events, described
                  above, had such shares of Series D Preferred Stock been
                  surrendered for conversion immediately prior to the happening
                  of such event or the record date therefor, whichever is
                  earlier. An adjustment made pursuant to this clause (i) shall
                  become effective (x) in the case of any such dividend or
                  distribution, immediately after the close of business on the
                  record date for the determination of holders of shares of
                  Common Stock entitled to receive such dividend or
                  distribution, or (y) in the case of such subdivision,
                  reclassification or combination, at the close of business on
                  the day upon which such corporate action becomes effective. No
                  adjustment shall be made pursuant to the clause (i) in
                  connection with any transaction to which paragraph (b) below
                  applies.

                           (ii)     In case the Corporation shall at any time or
                  from time to time after the Original Series D Issue Date
                  declare, order, pay or make a dividend or other distribution
                  (including without limitation, any distribution of stock or
                  other securities or property or rights or warrants to
                  subscribe for securities of the Corporation or any of its
                  subsidiaries by way of dividend or spinoff), on its Common
                  Stock, other than dividends or distributions of shares of
                  Common Stock which are referred to in clause (i) of this
                  paragraph (a), then, and in each such case, provision shall be
                  made so that the holders of shares of Series D Preferred Stock
                  shall receive upon conversion thereof in addition to the
                  number of shares of Common Stock receivable thereupon, the
                  amount of securities or property that they would have received
                  had their Series D Preferred Stock been converted into Common
                  Stock immediately prior to such event and had thereafter,
                  during the period from such event to and including the date
                  such Series D Preferred Stock is

                                      -21-
<PAGE>

                  converted, retained such securities or other property
                  receivable by them as aforesaid during such period giving
                  application to all adjustments called for during such period.
                  No adjustments shall be made pursuant to this clause (ii) in
                  connection with any transaction to which paragraph (b)
                  applies.

                           (iii)    If the Corporation shall take a record of
                  the holders of its Common Stock for the purpose of entitling
                  them to receive a dividend or other distribution and shall
                  thereafter, and before such dividend or distribution is paid
                  or delivered to stockholders entitled thereto, legally abandon
                  its plan to pay or deliver such dividend or distribution, then
                  no adjustment in the Current Conversion Price then in effect
                  shall be made by reason of the taking of such record, and any
                  such adjustment previously made as a result of the taking of
                  such record shall be reversed.

                           (iv)     If any event occurs as to which, in the
                  opinion of the Board of Directors (including any directors
                  elected solely by holders of the Series D Preferred Stock),
                  the provisions of this Section 5 are not strictly applicable
                  or if strictly applicable would not fairly protect the rights
                  of the holders of the Series D Preferred Stock in accordance
                  with the essential intent and principles of such provisions,
                  the Board of Directors (including any directors elected solely
                  by holders of the Series D Preferred Stock) shall make an
                  adjustment in the application of such provisions, in
                  accordance with such essential intent and principles, so as to
                  protect such rights of the holders of the Series D Preferred
                  Stock.

                  (b)      Good Faith. The Corporation will not, by amendment of
its Certificate of Incorporation or through any reorganization,
recapitalization, 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 section 4 and this Section 5 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 Series D Preferred Stock against impairment.

                                      -22-
<PAGE>

                  6.       Voting Rights. The holders of outstanding shares of
Series D Preferred Stock shall be entitled to vote together with the holders of
shares of Common Stock, as a single class, on all matters on which holders of
Common Stock are entitled to vote, with each share of Series D Preferred Stock
voting on an as-if-converted to Common Stock basis. The holders of outstanding
shares of Series D Preferred Stock shall not otherwise be entitled to vote on
any matters, except (a) as expressly required by law, (b) as provided in the
Stockholders Agreement or (c) as otherwise provided herein.

                  7.       Certain Remedies. Any registered holder of Series D
Preferred Stock may proceed to protect and enforce its rights and the rights of
any other holders of Series D Preferred Stock with any and all remedies
available at law or in equity.

                                   ARTICLE V.

                  All of the Corporation's issued stock of all classes,
exclusive of treasury shares, shall be represented by certificates and shall be
held of record by not more than thirty persons. The Corporation shall make no
public offering of any of its stock of any class which would constitute a
"public offering" within the meaning of the Securities Act of 1933, as it may be
amended from time to time. All of the issued stock of all classes may be subject
to such restrictions on transfer as shall be permitted by law and as shall be
provided in a written agreement among all the stockholders of each class of
stock or among such holders of the Corporation; provided that no stock of any
class may be issued until such agreement shall be in effect providing for at
least one of the restrictions on transfer permitted by Section 202 of the
General Corporation Law of the State of Delaware; and provided further than at
least one of such restrictions must remain in effect as to each class at all
times while the Corporation is a close corporation.

                                  ARTICLE VI.

                  A.       Exculpation. A director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (1) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) under Section 174 of the Delaware
General Corporation Law or (4) for any transaction from which the director
derived any improper personal benefit. If the Delaware General Corporation Law
is hereafter amended to further reduce or to authorize, with the approval of the
corporation's stockholders, further reductions in the liability of the
corporations directors for breach of fiduciary duty, then a director of the
corporation shall not be liable for any such breach to the fullest extent
permitted by the Delaware General Corporation Law as so amended.

                  B.       Indemnification. To the extent permitted by
applicable law, this corporation is also authorized to provide indemnification
of (and advancement of expenses to) such agents (and any other persons to which
Delaware law permits this corporation to provide indemnification) through bylaw
provisions, agreements with such agents or other persons, vote of stockholders
or disinterested directors or otherwise, in excess of the indemnification and

                                      -23-
<PAGE>

advancement otherwise permitted by Section 145 of the Delaware General
Corporation Law, subject only to limits created by applicable Delaware law
(statutory or non-statutory), with respect to actions for breach of duty to the
corporation, its stockholders, and others.

                  C.       Effect of Repeal or Modification. Any repeal or
modification of any of the foregoing provisions of this Article V shall be
prospective and shall not adversely affect any right or protection of a
director, officer, agent or other person existing at the time of, or increase
the liability of any director or the corporation with respect to any acts of
omissions of such director occurring prior to, such repeal or modification.

                                  ARTICLE VII.

                  A.       Number of Directors. The number of directors of the
Corporation shall be fixed from time to time by the vote of a majority of the
entire Board of Directors and shall initially be nine(9). Any such determination
made by the Board of Directors shall continue in effect unless and until changed
by the Board of Directors, but no changes shall affect the term of any directors
then in office.

                  B.       Term of Office; Quorum: Vacancies. A director shall
hold office until the annual meeting of the year in which his or her term
expires and until his or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Subject to the Bylaws, a majority of the entire Board of
Directors (which shall initially be five (5) directors) shall constitute a
quorum for the transaction of business. Any vacancies and newly created
directorships resulting from an increase in the number of directors shall be
filed by the majority of the Board of Directors then in office even though less
than a quorum and shall hold office until his or her successor is elected and
qualified or until his or her earlier death, resignation, retirement,
disqualification or removal from office.

                  C.       Written Ballot. Elections of directors need not be by
written ballot except and to the extent provided in the Bylaws of the
Corporation.

                                 ARTICLE VIII.

                  The corporation is to have a perpetual existence.

                                  ARTICLE IX.

                  The corporation reserves the right to repeal, alter, amend or
rescind any provision contained in this Certificate of Incorporation and/or any
provision contained in any amendment to or restatement of this Certificate of
Incorporation, in the manner now or hereafter prescribed by statue, and all
rights conferred on stockholders herein are granted subject to this reservation.

                                   ARTICLE X.

                  The Board of Directors may from time to time make, amend,
supplement or repeal the Bylaws by the requisite affirmative vote of Directors
as set forth in the Bylaws.

                                      -24-
<PAGE>

                                  ARTICLE XI.

                  The name and mailing address of the Incorporator is Susan M.
Reynholds, 550 West "C" Street, Suite 1300, San Diego, California 92101.

                                  ARTICLE XII.

                  The corporation shall not be subject to the provisions of
Section 203 of the Delaware General Corporation Law.

                [Remainder of This Page Intentionally Left Blank]

                                      -25-
<PAGE>

                  IN WITNESS WHEREOF, said Universal Technical Institute, Inc.
has caused this certificate to be signed by Robert D. Hartman, its President,
this 28th day of March, 2002.

                                           UNIVERSAL TECHNICAL INSTITUTE, INC.

                                           By: /s/ Robert D. Hartman
                                               ----------------------------
                                               Robert D. Hartman, President
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       TO
                           SECOND AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                      UNIVERSAL TECHNICAL INSTITUTE , INC.,
                               A CLOSE CORPORATION

         Universal Technical Institute, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), certifies as follows:

         FIRST: that the Board of Directors of the Corporation at a meeting duly
called, adopted resolutions setting forth proposed amendments to the Second
Amended and Restated Certificate of Incorporation of the Corporation, and
referred the proposed amendments to the stockholders of the Corporation for
their consideration and approval. The resolutions setting forth the proposed
amendments are as follows:

                  RESOLVED, that the Second Amended and Restated Certificate of
         Incorporation of the Corporation be amended by changing Article I
         thereof so that, as amended said Article I shall read as follows:

                  "The name of the Corporation is Universal Technical Institute,
         Inc."

                  RESOLVED, that Section F.5(a)(ii) of Article IV of the Second
         Amended and Restated Certificate of Incorporation of the Corporation be
         amended by deleting it in its entirety and replacing it with the
         following:

                  "(ii) In case the Corporation shall at any time or from time
         to time after the Original Series D Issue Date declare, order, pay or
         make a dividend or other distribution (including, without limitation,
         any distribution of stock or other securities or property or rights or
         warrants to subscribe for securities of the Corporation or any of its
         subsidiaries by way of dividend or spinoff), on its Common Stock, other
         than dividends or distributions of shares of Common Stock which are
         referred to in clause (i) of this paragraph (a), then, and in each such
         case, provision shall be made so that the holders of shares of Series D
         Preferred Stock shall receive, upon conversion thereof or at such
         earlier time as the Board

<PAGE>

         of Directors may specify, in addition to the number of shares of Common
         Stock receivable thereupon, the amount of securities or property that
         they would have received had their Series D Preferred Stock been
         converted into Common stock immediately prior to such event and had
         thereafter, during the period from such event to and including the date
         such Series D Preferred Stock is converted, retained such securities or
         other property receivable by them as aforesaid during such period
         giving application to all adjustments called for during such period. No
         adjustment shall be made pursuant to this clause (ii) in connection
         with any transaction to which paragraph (b) applies."

                  RESOLVED, that Article V of the Second Amended and Restated
         Certificate of Incorporation of the Corporation is hereby amended by
         deleting it in its entirety, the remaining articles to be renumbered
         accordingly.

         SECOND: that the holders of the outstanding common and preferred stock
of the Corporation, by written consent in lieu of meeting, unanimously approved
the amendment.

         THIRD: that said amendment was duly adopted in accordance with the
provisions of Sections 242 and 346 of the General Corporation Law of the State
of Delaware.

                                       2

<PAGE>

         IN WITNESS WHEREOF, the Corporation has caused this certificate to by
signed by Jennifer Haslip, its Secretary, this 4th day of September, 2003.

                                             UNIVERSAL TECHNICAL INSTITUTE, INC.

                                             By: /s/ Jennifer Haslip
                                                -------------------------------
                                                 Jennifer Haslip, Secretary

                                       3

