
<PAGE>   1
                                                                    EXHIBIT 3.1



               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                AMERIPATH, INC.


                                   ARTICLE I

                                      NAME

     The name of the corporation (hereinafter called the "Corporation") is
AMERIPATH, INC.

                                   ARTICLE II

                          REGISTERED AGENT AND OFFICE

         The address,including street number, street, city and county, of the
registered office of the Corporation in the State of Delaware is 1013 Centre
Road, City of Wilmington, County of Newcastle, 19805; and the name of the
registered agent of the Corporation at such address is CORPORATION SERVICE
COMPANY.


                                  ARTICLE III

                                    PURPOSE

         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 the State of Delaware (the "Law").


                                   ARTICLE IV

                                 CAPITAL STOCK

         The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is 35,000,000 shares, consisting of
(a) 30,000,000 shares of Common Stock, par value $.01 per share (the "Common
Stock") and (b) 5,000,000 shares of Preferred Stock, par value $.01 per share
(the "Preferred Stock").


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I.       PREFERRED STOCK

         A.      General.  The Preferred Stock may be issued from time to time
in one or more classes or series, the shares of each class or series to have
such designations and powers, preferences and rights, and qualifications,
limitations and restrictions thereof as are stated and expressed herein and in
the resolution or resolutions providing for the issue of such class or series
adopted by the Board of Directors (the "Board") as hereinafter prescribed.

                 1.          Preferences.  Subject to the rights of the holders
         of the Corporation's Common Stock, authority is hereby expressly
         granted to and vested in the Board to authorize the issuance of the
         Preferred Stock from time to time in one or more classes or series, to
         determine and take necessary proceedings fully to effect the issuance
         and redemption of any such Preferred Stock and, with respect to each
         class or series of the Preferred Stock, to fix and state by the
         resolution or resolutions from time to time adopted providing for the
         issuance thereof the following:

                          (a)     whether or not the class or series is to have
                 voting rights, full or limited, or is to be without voting
                 rights;

                          (b)     the number of shares to constitute the class 
                 or series and the designations thereof;

                          (c)     the preferences and relative, participating,
                 optional or other special rights, if any, and the
                 qualifications, limitations or restrictions thereof, if any,
                 with respect to any class or series;

                          (d)     whether or not the shares of any class or
                 series shall be redeemable and if redeemable the redemption
                 price or prices, and the time or times at which and the terms
                 and conditions upon which, such shares shall be redeemable and
                 the manner of redemption;

                          (e)     whether or not the shares of a class or
                 series shall be subject to the operation of retirement or
                 sinking funds to be applied to the purchase or redemption of
                 such shares for retirement, and if such retirement or sinking
                 fund or funds be established, the annual amount thereof and
                 the terms and provisions relative to the operation thereof;

                          (f)     the dividend rate, whether dividends are
                 payable in cash, stock of the Corporation, or other property,
                 the conditions upon which and the times when such dividends
                 are payable, the preference to or the relation to the payment
                 of the dividends payable on any other class or classes or
                 series of stock, whether or not such dividend shall be
                 cumulative or noncumulative, and if cumulative, the date or
                 dates from which such dividends shall accumulate;


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                          (g)     the preferences, if any, and the amounts
                 thereof that the holders of any class or series thereof shall 
                 be entitled to receive upon the voluntary or involuntary
                 dissolution of, or upon any distribution of the assets of, the
                 Corporation;

                          (h)     whether or not the shares of any class or
                 series shall be convertible into, or exchangeable for, the
                 shares of any other class or classes or of any other series of
                 the same or any other class or classes of the Corporation's
                 capital stock and the conversion price or prices or ratio or
                 ratios or the rate or rates at which such conversion or
                 exchange may be made, with such adjustments, if any, as shall
                 be stated and expressed or provided for in such resolution or
                 resolutions; and

                          (i)     such other special rights and protective
                 provisions with respect to any class or series as the Board
                 may deem advisable.

         The shares of each class or series of the Preferred Stock may vary
from the shares of any other series thereof in any or all of the foregoing
respects.  The Board may increase the number of shares of Preferred Stock
designated for any existing class or series by a resolution adding to such
class or series authorized and unissued shares of the Preferred Stock not
designated for any other class or series.  The Board may decrease the number of
shares of the Preferred Stock designated for any existing class or series by a
resolution, subtracting from such series unissued shares of the Preferred Stock
designated for such class, or series, and the shares so subtracted shall become
authorized, unissued and undesignated shares of the Preferred Stock.

         B.      Designation.  There shall be designated a series of Series A
Stock entitled the "SERIES A CONVERTIBLE PREFERRED STOCK" (herein called the
"Series A Stock"), of which 3,500,000 shares shall be authorized, which shall
have the following rights, preferences, limitations, terms and privileges:

                 1.       Dividends.

                          (a)     Dividends.  The holders of the then
outstanding Series A Stock shall be entitled to receive, out of funds legally
available therefor, cumulative annual dividends when and as may be declared
from time to time by the Board of Directors of the Corporation at an annual
rate of six percent (6%) of $1.7144, the original purchase price paid per share
of the Series A Stock.  Such amount shall be compounded annually such that if
the dividend is not paid for any year the unpaid amount shall be added to the
original purchase price paid per share of the Series A Stock for purposes of
calculating succeeding years' dividends.  Such dividends shall be deemed to
accrue on the Series A Stock and be cumulative, whether or not earned or
declared and whether or not there are profits, surplus or other funds of the 
Corporation legally available for the payment of dividends.  If such cumulative
dividends in respect of any prior or current annual dividend period shall not
have been declared and paid or if there shall not have been a sum sufficient 
for the 


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payment thereof set apart, the deficiency shall first be fully paid before any 
dividend or other distribution shall be paid or declared and set apart with 
respect to any class of the Corporation's capital stock, now or hereafter 
outstanding.  Upon any conversion of the Series A Stock under Section 4 hereof, 
all accumulated and unpaid dividends on the Series A Stock so converted, 
whether or not declared, from January 1, 1994 (notwithstanding that the 
Corporation was not in existence on such date), up to and including the date of 
conversion thereof, shall be paid in cash.

                          (b)     Dividends in Kind.  In the event the
Corporation shall make or issue, or shall fix a record date for the
determination of holders of Common Stock entitled to receive, a dividend or
other distribution with respect to the Common Stock payable in (i) securities
of the Corporation other than shares of Common Stock or (ii) assets, then and
in each such event the holders of Series A Stock shall receive, at the same
time such distribution is made with respect to Common Stock, the number of
securities or such other assets of the Corporation which they would have
received had their Series A Stock been converted into Common Stock immediately
prior to the record date for determining holders of Common Stock entitled to
receive such distribution.

                 2.       Liquidation, Dissolution or Winding Up.

                          (a)     Treatment at Liquidation, Dissolution or
Winding Up.  In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any distribution may be
made with respect to the Common Stock or any other series of capital stock,
holders of each share of Series A Stock shall be entitled to be paid out of the
assets of the Corporation available for distribution to holders of the
Corporation's capital stock of all classes, whether such assets are capital,
surplus, or capital earnings, an amount equal to the greater of (i) $1.7144 per
share (which amount, together with all other per share amounts and numbers of
shares set forth herein, shall be subject to equitable adjustment whenever
there shall occur a stock split, combination, reclassification or other similar
event involving the Series A Stock) plus all accrued and unpaid dividends
thereon, whether or not declared, from January 1, 1994 (notwithstanding that
the Corporation was not in existence on such date), up to and including the
date full payment shall be tendered to the holders of the Series A Stock with
respect to such liquidation, dissolution or winding up (collectively, the
"Liquidation Amount") or (ii) such amount per share of Series A Stock as would
have been payable had each such share been converted into Common Stock
immediately prior to such event of liquidation, dissolution or winding up 
pursuant to the provisions of Section 4.

         If the assets of the Corporation available for distribution to its
stockholders shall be insufficient to pay the holders of shares of Series A
Stock the full amount of the Liquidation Amount to which they shall be
entitled, the holders of shares of Series A Stock shall share ratably in any
distribution of assets according to the number of shares of Series A Stock held
by them.

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         After the payment of the Liquidation Amount shall have been made in
full to the holders of the Series A Stock, the holders of the Series A Stock
shall be entitled to no further participation in the distribution of the assets
of the Corporation, and the remaining assets of the Corporation  legally
available for distribution to its stockholders shall be distributed among the
holders of other classes of securities of the Corporation in accordance with
their respective terms.

                          (b)     Treatment of Reorganizations.  Any
Reorganization (as such term is defined in Section 4(g)), shall be regarded as
a liquidation, dissolution or winding up of the affairs of the Corporation
within the meaning of this Section 2; provided, however, that each holder of
Series A Stock shall have the right to elect the benefits of the provisions of
Section 4(g) hereof, if applicable, in lieu of receiving payment of amounts
payable upon liquidation, dissolution or winding up of the Corporation pursuant
to this Section 2.

                          (c)     Distribution in Cash.  The Liquidation Amount
shall in all events be paid in cash.  Wherever a distribution provided for in
this Section 2 is payable in property other than cash, the value of such
distribution shall be the fair market value of such property as determined in
good faith by the Corporation's Board of Directors.

                 3.       Voting Power.  Except as otherwise expressly provided
in Section 7 hereof, or as required by law, each holder of Series A Stock shall
be entitled to vote on all matters and shall be entitled to that number of
votes equal to the largest number of whole shares of Common Stock into which
such holder's shares of Series A Stock could be converted, pursuant to the
provisions of Section 4 hereof, at the record date for the determination of
stockholders entitled to vote on such matter or, if no such record date is
established, at the date such vote is taken or any written consent of
stockholders is solicited.  Except as otherwise expressly provided herein or as
required by law, the holders of shares of Series A Stock and Common Stock shall
vote together as a single class on all matters.

                 4.       Conversion Rights for the Series A Stock.  The
holders of the Series A Stock shall have the following rights with respect to 
the conversion of the Series A Stock, together with any dividends accrued 
thereon, into shares of Common Stock:

                          (a)     General.  Subject to and in compliance with
the provisions of this Section 4, any share of the Series A Stock may, at the
option of the holder, be converted at any time into fully-paid and non-
assessable shares of Common Stock.  Notwithstanding the foregoing, if at any
time holders of in excess of 75% of the shares of Series A Stock outstanding
shall elect to convert their shares of Series A Stock into Common Stock, then
all remaining shares of Series A Stock shall automatically be converted into
shares of Common Stock on the terms as herein provided.  The number of shares
of Common Stock to which a holder of Series A Stock shall be entitled upon
conversion shall be the product obtained by multiplying the Applicable
Conversion Rate (determined as provided in Section 4(b)) by the number of
shares of Series A Stock being converted.  The initial conversion rate of the
Series A Stock, before giving effect to any adjustments otherwise required
under this Section 4, shall be one share of Common Stock for each share 

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of Series A Stock.  Upon any conversion of the Series A Stock, all accumulated 
and unpaid dividends on the Series A Stock so converted, whether or not 
declared, from January 1, 1994 (notwithstanding that the Corporation was not 
in existence on such date), up to and including the date of conversion thereof
shall be paid in cash.                                                       

                          (b)     Applicable Conversion Rate.  The conversion
rate in effect at any time (the "Applicable Conversion Rate") shall be the
quotient obtained by dividing $1.7144 by the Applicable Conversion Value,
calculated as provided in Section 4(c).

                          (c)     Applicable Conversion Value.  The Applicable
Conversion Value shall be $1.7144, except that such amounts shall be adjusted
from time to time in accordance with this Section 4.

                          (d)     Adjustments to Applicable Conversion Values.

                                  (i)(A)   Upon Sale of Common Stock.  If the
Corporation shall, while there are any shares of Series A Stock outstanding,
issue or sell shares of its Common Stock without consideration or at a price
per share less than the Applicable Conversion Values in effect immediately
prior to such issuance or sale, then in each such case such Applicable
Conversion Values for the Series A Stock, upon each such issuance or sale,
except as hereinafter provided, shall be lowered so as to be equal to an amount
determined by multiplying the Applicable Conversion Values by a fraction:

                                  (1)      the numerator of which shall be (a) 
         the number of shares of Common Stock outstanding immediately prior to 
         the issuance of such additional shares of Common Stock, plus (b) the 
         number of shares of Common Stock which the net aggregate 
         consideration, if any, received by the Corporation for the total 
         number of such additional shares of Common Stock so issued would 
         purchase at the Applicable Conversion Value in effect immediately 
         prior to such issuance, and

                                  (2)      the denominator of which shall
         be (a) the number of shares of Common Stock outstanding immediately
         prior to the issuance of such additional shares of Common Stock plus
         (b) the number of such additional shares of Common Stock so issued.

                             (B)  Upon Issuance of Warrants, Options and Rights
to Common Stock.

                                   (1)     For purposes of this Section
         4(d)(i), the issuance of any warrants, options, subscriptions, or
         purchase rights with respect to shares of Common Stock and the
         issuance of any securities convertible into or exchangeable for shares
         of Common Stock (or the issuance of any warrants, options or any
         rights with respect to such convertible or exchangeable securities)
         shall be deemed an issuance of such Common Stock at such time if the
         Net Consideration Per Share (as hereinafter determined) which may be
         received by the Corporation for such Common 


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         Stock shall be less than the Applicable Conversion Value at the
         time of such issuance.  Any obligation, agreement, or undertaking to
         issue warrants, options, subscriptions, or purchase rights at any time
         in the future shall be deemed to be an issuance at the time such
         obligation, agreement or undertaking is made or arises.  No adjustment
         of the Applicable Conversion Value shall be made under this Section
         4(d)(i) upon the issuance of any shares of Common Stock which are
         issued pursuant to the exercise of any warrants, options,
         subscriptions, or purchase rights or pursuant to the exercise of any
         conversion or exchange rights in any convertible securities if any
         adjustment shall previously have been made or deemed not required
         hereunder, upon the issuance of any such warrants, options, or
         subscription or purchase rights or upon the issuance of any
         convertible securities (or upon the issuance of any warrants, options
         or any rights therefor) as above provided.

         Should the Net Consideration Per Share of any such warrants, options,
         subscriptions, or purchase rights or convertible securities be
         decreased from time to time, then, upon the effectiveness of each such
         change, the Applicable Conversion Value shall be adjusted to such
         Applicable conversion Value as would have been obtained (1) had the
         adjustments made upon the issuance of such warrants, options, rights,
         or convertible securities been made upon the basis of the decreased
         Net Consideration per share of such securities, and (2) had 
         adjustments made to the Applicable Conversion Value since the date 
         of issuance of such securities by the Corporation been made to the 
         Applicable Conversion Value as adjusted pursuant to (1) above. Any 
         adjustment of the Applicable Conversion Value with respect to this
         paragraph which relates to warrants, options, subscriptions, purchase
         rights or convertible securities with respect to shares of Common
         Stock shall be disregarded if, as, when and to the extent such
         warrants, options, subscriptions, purchase rights or convertible
         securities expire or are canceled without being exercised or
         converted, so that the Applicable Conversion Value effective
         immediately upon such cancellation or expiration shall be equal to the
         Applicable Conversion Value in effect at the time of the issuance of
         the expired or canceled warrants, options, subscriptions, purchase
         rights, or convertible securities with such additional adjustments as
         would have been made to the Applicable Conversion Value had the
         expired or canceled warrants, options, subscriptions, purchase rights
         or convertible securities not been issued.

                               (2)      For purposes of this paragraph, the 
         "Net Consideration Per Share" which may be received by the 
         Corporation shall be determined as follows:

                                        (a)     The "Net Consideration Per
                 Share" shall mean the amount equal to the total amount of
                 consideration, if any, received by the Corporation for the
                 issuance of such warrants, options, subscriptions, or other
                 purchase rights or convertible or exchangeable securities,
                 plus the minimum amount of consideration, if any, payable to
                 the Corporation upon exercise or conversion thereof, divided
                 by the aggregate number of shares of Common Stock that would
                 be issued if all such warrants, options, 

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<PAGE>   8

                 subscriptions, or other purchase rights or convertible or 
                 exchangeable securities were exercised, exchanged, or 
                 converted.

                                        (b)     The "Net Consideration Per
                 Share" which may be received by the Corporation shall be
                 determined in each instance as of the date of issuance of
                 warrants, options, subscriptions, or other purchase rights or
                 convertible or exchangeable securities without giving effect
                 to any possible future upward price adjustments or rate
                 adjustments which may be applicable with respect to such
                 warrants, options, subscriptions, or other purchase rights or
                 convertible or exchangeable securities.

                                      (C)  Stock Dividends.  In the event the
         Corporation shall make or issue a dividend or other distribution
         payable in Common Stock or securities of the Corporation convertible
         into or otherwise exchangeable for the Common Stock of the 
         Corporation, then such Common Stock or other securities issued in 
         payment of such dividend shall be deemed to have been issued without 
         consideration (except for dividends payable in shares of Common Stock 
         payable pro rata to holders of Series A Stock and to holders of any 
         other class of stock).

                                      (D)  Consideration Other than Cash.  For
         purposes of this Section 4(d), if a part or all of the consideration
         received by the Corporation in connection with the issuance of shares
         of the Common Stock or the issuance of any of the securities described
         in this Section 4(d) consists of property other than cash, such
         consideration shall be deemed to have a fair market value as is
         reasonably determined in good faith by the Board of Directors of the
         Corporation.

                                      (E)  Exceptions.  This Section 4(d)(i)
         shall not apply under any of the circumstances which would constitute
         an Extraordinary Common Stock Event (as hereinafter defined in Section
         4(d)(ii).  Further, the provisions of this Section 4(d) shall not
         apply to (i) shares issued upon conversion of the Series A Stock, or
         (ii) options (and the shares issuable upon exercise thereof) to
         purchase up to an aggregate of 400,000 shares of Common Stock issued
         to employees of the Corporation, as provided in Section 1.3 of the
         Series A Stock, Common Stock and Junior Subordinated Note Purchase
         Agreement dated as of January 1, 1994 (the "Purchase Agreement").

                                  (ii)     Extraordinary Common Stock Event.
Upon the happening of an Extraordinary Common Stock Event (as hereinafter
defined), the Applicable Conversion Value for the Series A Stock shall,
simultaneously with the happening of such Extraordinary Common Stock Event, be
adjusted by multiplying the then effective Applicable Conversion Value with
respect to the Series A Stock by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding immediately prior to such
Extraordinary Common Stock Event and the denominator of which shall be the
number of shares of Common Stock outstanding immediately after such
Extraordinary Common Stock Event, and the product so obtained shall thereafter
be the 



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Applicable Conversion Value.  The Applicable Conversion Value for the
Series A Stock shall be readjusted in the same manner upon the happening of any
successive Extraordinary Common Stock Event or Events.

                 "Extraordinary Common Stock Event"  shall mean (i) the issue
                 of additional shares of Common Stock as a dividend or other
                 distribution on outstanding Common Stock or on any class or
                 series of preferred stock, unless made pro rata to holders of
                 Series A Stock, (ii) a subdivision of outstanding shares of
                 Common Stock into a greater number of shares of Common Stock,
                 or (iii) a combination of outstanding shares of the Common 
                 Stock into a smaller number of shares of Common Stock.

                          (e)     Distributions.  In the event the Corporation
shall make or issue, or shall fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
with respect to the Common Stock payable in (i) securities of the Corporation
other than shares of Common stock or (ii) assets, then and in each such event
the holders of Series A Stock shall receive, at the same time such distribution
is made with respect to Common Stock, the number of securities or such other
assets of the Corporation which they would have received had their Series A
Stock been converted into Common Stock immediately prior to the date of such
distribution.

                          (f)     Capital Reorganization or Reclassification.
If the Common Stock issuable upon the conversion of the Series A Stock shall be
changed into the same or different number of shares of any class or classes of
stock, whether by capital reorganization, reclassification or otherwise (other
than a subdivision or combination of shares or stock dividend provided for
elsewhere in this Section 4 or by a Reorganization), then and in each such
event, the holder of each share of Series A Stock shall have the right
thereafter to convert such share into the kind and amount of shares of stock
and other securities and property receivable upon such capital reorganization,
reclassification or other change by holders of the number of shares of Common
Stock into which such shares of Series A Stock might have been converted
immediately prior to such capital reorganization, reclassification or other
change.

                          (g)     Capital Reorganization, Merger or Sale of
Assets.  If at any time or from time to time there shall be a capital
reorganization of the Common Stock (other than a subdivision, combination,
reclassification or exchange of shares provided for elsewhere in this Section
4) or a merger or consolidation of the Corporation with or into another
corporation, or the sale of all or substantially all of the Corporation's
properties and assets to any other person (any of which events is herein
referred to as a "Reorganization"), then as a part of such Reorganization,
provision shall be made so that the holders of the Series A Stock shall
thereafter be entitled to receive upon conversion of the Series A Stock, the
number of shares of stock or other securities or property of the Corporation,
or of the successor corporation resulting from such Reorganization, to which
such holder would have been entitled if such holder had converted its shares of
Series A Stock immediately prior to such Reorganization.  In any such case,
appropriate adjustment shall be made in the 



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application of the provisions of this Section 4 with respect to the rights of 
the holders of the Series A Stock after the Reorganization, to the end that the
provisions of this Section 4 (including adjustment of the Applicable Conversion
Value then in effect and the number of shares issuable upon conversion of the 
Series A Stock) shall be applicable after that event in as nearly equivalent a 
manner as may be practicable.

         Except as otherwise provided in Section 2(b), upon the occurrence of a
Reorganization, under circumstances which make the preceding paragraph
applicable, each holder of Series A Stock shall have the option of electing
treatment for his shares of Series A Stock under either this Section 4(g) or
Section 2 hereof, notice of which election shall be submitted in writing to the
Corporation at its principal offices no later than five (5) business days
before the effective date of such event.

                          (h)     Certificate as to Adjustments; Notice by
Corporation.  In each case of an adjustment or readjustment of the Applicable
Conversion Rate, the Corporation at its expense will furnish each holder of
Series A Stock with a certificate, executed by the president and chief
financial officer (or in the absence of a person designated as the chief
financial officer, by the treasurer) showing such adjustment or readjustment,
and stating in detail the facts upon which such adjustment or readjustment is
based.

                          (i)     Exercise of Conversion Privilege.  To
exercise its conversion privileges, a holder of Series A Stock shall surrender
the certificate or certificates representing the shares being converted to the
Corporation at its principal office, and shall give written notice to the
Corporation at that office that such holder elects to convert such shares and
dividends accrued thereon.  Such notice shall also state the name or names
(with address or addresses) in which the certificate or certificates for shares
of Common Stock issuable upon such conversion shall be issued. The certificate
or certificates for shares of Series A Stock surrendered for conversion shall
be accompanied by proper assignment thereof to the Corporation or in blank.
The date when such written notice is received by the Corporation, together with
the certificate or certificates representing the shares of Series A Stock and
dividends accrued thereon being converted, shall be the "Conversion Date"." As
promptly as practicable after the Conversion Date, the Corporation shall issue
and shall deliver to the holder of the shares of Series A Stock being
converted, or on its written order, such certificate or certificates as it may
request for the number of whole shares of Common Stock issuable upon the
conversion of such shares of Series A Stock and dividends accrued thereon in
accordance with the provisions of this Section 4, and fractional shares or
cash, as provided in Section 4(j), in respect of any fraction of a share of
Common Stock issuable upon such conversion.  Such conversion shall be deemed to
have been effected immediately prior to the close of business on the
Conversion Date, and at such time the rights of the holder as holder of the
converted shares of Series A Stock and dividends accrued thereon shall cease
and the person or persons in whose name or names any certificate or 
certificates for shares of Common Stock shall be issuable upon such conversion 
shall be deemed to have become the holder or holders of record of the shares of
Common Stock represented thereby.  The Corporation shall pay any transfer taxes
payable with respect to the issuance of 



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<PAGE>   11

Common Stock upon conversion of the Series A Stock and dividends accrued 
thereon, other than any taxes payable with respect to income by the holders
thereof.

                          (j)     Cash in Lieu of Fractional Shares.  The
Corporation may, if it so elects, issue fractional shares of Common Stock or
scrip representing fractional shares upon the conversion of shares of Series A
Stock and dividends accrued thereon.  If the Corporation does not elect to
issue fractional shares, the Corporation shall pay to the holder of the shares
of Series A Stock and dividends accrued thereon which were converted a cash
adjustment in respect of such fractional share in an amount equal to the same
fraction of the market price per share of the Common Stock (as determined in a
reasonable manner prescribed by the Board of Directors) at the close of
business on the Conversion Date.  The determination as to whether or not any
fractional shares are issuable shall be based upon the total number of shares
of Series A Stock being converted at any one time by any holder thereof, not
upon each share of Series A Stock being converted.

                          (k)     Partial Conversion.  In the event some but
not all of the shares of Series A Stock represented by a certificate or
certificates surrendered by a holder are converted, the Corporation shall
execute and deliver to or on the order of the holder, at the expense of the
Corporation, a new certificate representing the number of shares of Series A
Stock which were not converted.

                          (l)     Reservation of Common Stock.  The Corporation
shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series A Stock such number of the shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series A Stock and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding share of the Series A Stock, the
Corporation shall take such corporate action as may be necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purpose.

                          (m)     Minimum Adjustment.  Any provision of this
Section 4 to the contrary notwithstanding, no adjustment in the Applicable
Conversion Value shall be made if the amount of such adjustment would be less
than 1% of the Applicable Conversion Value then in effect, but any such amount
shall be carried forward and an adjustment with respect thereto shall be made 
at the time of and together with any subsequent adjustment which, together 
with all amounts so carried forward, aggregates 1% or more of the Applicable 
Conversion Value then in effect.

                          (n)     Approval of Adjustment Transaction; Notice to
Board.  Before the Corporation may enter into any agreement, arrangement or
transaction (including without limitation any merger, consolidation, capital
reorganization, reclassification, recapitalization, sale or transfer of assets,
dissolution, liquidation, winding up or other transaction), or shall issue or
sell any security (including without limitation common stock, preferred stock,
options, warrants, rights or other securities), or shall declare or pay any


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<PAGE>   12

dividend or distribution on or with respect to any security (whether in
securities, cash or property) (collectively, an "Adjustment Transaction") which
Adjustment Transaction, if consummated, would require an adjustment to or
readjustment of the Applicable Conversion Rate of the Series A Stock pursuant
to this Section 4, the following provisions must be satisfied: (i) not less
than 5 business days prior written notice shall be given to each member of the
Board of Directors of the Corporation, which notice shall describe in
reasonable detail (x) the Adjustment Transaction, (y) the effect thereof on the
Applicable Conversion Rate, and (z) the effect thereof, if any, on other
outstanding securities (including, without limitation, the Common Stock) and
its capitalization; and (ii) no Adjustment Transaction which would result in an
adjustment to or readjustment of the Applicable Conversion Rate of the Series A
Stock shall be effected or effective unless approved, upon notice as required
in clause (i) above, by a majority of the full Board of Directors, which
majority must include at least one member of the Board of Directors who is
neither an employee of the Corporation nor an affiliate of any stockholder of
the Corporation.  This Section 4(n) shall not be altered, amended or repealed
except upon the affirmative vote of the holders of a majority of the Common
Stock (without giving effect to the conversion of the Series A Stock) and the
Series A Stock, voting separately as two classes.

         5.      No Reissuance of Series A Stock.  No share or shares of Series
A Stock acquired by the Corporation by reason of redemption, purchase,
conversion or otherwise shall be reissued, and all such shares shall be
canceled, retired and eliminated from the shares which the Corporation shall be
authorized to issue.  The Corporation may from time to time take such
appropriate corporate action as may be necessary to reduce the authorized
number of shares of the Series A Stock accordingly.

         6.      Redemption

                 (a)      Optional Redemption by Holders.  At the election of
the holders of at least fifty-one percent (51%) of the then outstanding shares
of Series A Stock, the Corporation shall, to the extent it may do so under
applicable law, redeem pro rata from all holders of Series A Stock on December
31 of each of 1999, 2000 and 2001 one-third (l/3) of the shares of Series A
Stock outstanding on December 31, 1999 or such lesser amount as may be
outstanding on the date of such redemption; provided that, alternatively, at
the request of the holders of the Series A Stock the Corporation shall redeem
all shares of Series A Stock outstanding on December 31, 2001 (the "Final
Redemption Date").  The Corporation shall give the holders of the Series A
Stock at least ninety days' notice of the Final Redemption Date (the "Final
Redemption Notice").  In the event that the Corporation does not provide the
Final Redemption Notice after properly being requested to do so by the holders
of the Series A Stock, the option of the holders of the Series A Stock to
require the Corporation to redeem the remaining shares of Series A Stock on the
Final Redemption Date shall be extended beyond the Final Redemption Date to a
date which is ninety days from the date that the Corporation elects to mail the
Final Redemption Notice.  In the event shares of Series A Stock scheduled for
redemption are not redeemed because of a prohibition under applicable law, such
shares shall be redeemed as soon as such prohibition no longer exists.  The
number of shares to be redeemed shall be cumulative, so that any 


                                    - 12 -
<PAGE>   13


shares subject to redemption in one year and not so redeemed shall be carried
forward to each subsequent year through December 31, 2001 and shall be subject
to redemption in addition to the shares otherwise redeemable in such year.  The
redemption price (the "Redemption Price") for each share of Series A Stock
redeemed pursuant to this Section 6(a) shall be equal to the Liquidation Amount
per share (including all accrued but unpaid dividends, whether or not declared)
with the amount of accrued dividends due thereon to be calculated and paid
through the date payment is actually made to the holders of the Series A Stock
with respect to such redemption.

                 In the event that the holders of the Series A Stock do not
elect to have the Series A Stock redeemed pursuant to this Section 6(a), the
shares of Series A Stock shall remain outstanding and subject to the rights and
preferences contained herein.

                 (b)      Redemption Notice.  If an election is made pursuant
to Section 6(a) hereof, written notice of such election shall be mailed,
postage prepaid, to the Corporation, not later than sixty days before the date
fixed for each redemption pursuant to Section 6(a) or, in the event the
Corporation does not provide the Final Redemption Notice pursuant to Section
6(a) hereof, not later than sixty days before the date that the Final
Redemption Date has been extended as provided in Section 6(a) (each of the
dates fixed for exemption and the extended redemption date is hereinafter
referred to as "Redemption Date").  If such election is made and appropriate
notice is given then, at least thirty-five (35) days before the Redemption
Date, written notice (hereinafter referred to as the "Redemption Notice") shall
be mailed by the Corporation, postage prepaid, to each holder of record of
Series A Stock at its address shown on the records of the Corporation;
provided, however, that the Corporation's failure to give such Redemption
Notice shall in no way affect its obligation to redeem the shares of Series A
Stock or the obligation of the holders to surrender their shares of Series A
Stock for redemption as provided in Section 6(a) hereof.  The Redemption Notice
shall contain the following information.

                          (i)     the number of shares of Series A Stock held
         by the holder and the total number of shares of Series A Stock held by
         all holders subject to redemption as of such Redemption Date; and

                          (ii)    the Redemption Date and the Redemption Price.

Any holder of Series A Stock who wishes to do so may, by giving notice to the
Corporation prior to the Redemption Date, convert into Common Stock any or all
of the shares of Series A Stock held by him and scheduled for redemption on
such Redemption Date.

                 (c)      Surrender of Certificates. Each holder of shares of
Series A Stock to be redeemed under this Section 6 shall surrender the
certificate or certificates representing such shares to the Corporation at the
place designated in the Redemption Notice, and thereupon the Redemption Price
for such shares as set forth in this Section 6 shall be paid to the order of
the person whose name appears on such certificate or certificates.
Irrespective of whether the certificates therefor shall have been surrendered,
all shares of 

                                    - 13 -
<PAGE>   14


Series A Stock which are the subject of a Redemption Notice shall be deemed to
have been redeemed and surrendered and shall be canceled effective as of the
Redemption Date, unless the Corporation shall default in the payment of the
Redemption Price.

         7.      Restrictions and Limitations

                 (a)      Corporate Action.         Except as expressly
provided herein or as required by law, so long as any shares of Series A Stock
remain outstanding, the Corporation shall not, and shall not permit any
subsidiary (which shall mean any corporation, association or other business
entity which the Corporation and/or any of its other subsidiaries directly or
indirectly owns at the time more than fifty percent (50%) of the outstanding
voting shares of such corporation or trust, other than directors' qualifying
shares) to, without the approval by vote or written consent by the holders of
least 51% of the then outstanding shares of Series A Stock, voting so a
separate class:

                          (i)              redeem, purchase or otherwise
         acquire for value (or pay into or set aside for a sinking fund for
         such purpose), or declare and pay or set aside funds for the
         payment of any dividend with respect to, any share or shares of
         capital stock, except as required or permitted hereunder or under the
         terms of the Purchase Agreement or the Redemption Agreement (as herein
         defined);

                          (ii)             authorize or issue, or obligate
         itself to authorize or issue, additional shares of Series A Stock;

                          (iii)            authorize or issue, or obligate
         itself to authorize or issue, any equity security senior to or on
         parity with the Series A Stock as to liquidation preferences, dividend
         rights, or voting rights;

                          (iv)             merge or consolidate with any other
         corporation, or sell, assign, lease or otherwise dispose of or
         voluntarily part with the control of (whether in one transaction or in
         a series of transactions) all, or substantially all, of its assets
         (whether now owned or hereinafter acquired), or consent to any
         liquidation, dissolution or winding up of the Corporation, or permit
         any subsidiary to do any oL. the foregoing, except (1) any
         wholly-owned subsidiary may merge into or consolidate with or transfer
         assets to any other wholly-owned subsidiary, and (2) any wholly-owned
         subsidiary may merge into or transfer assets to the Corporation; or

                          (v)              amend, restate, modify or alter the
         by-laws of the Corporation in any way which adversely affects the
         rights of the holders of the Series A Stock.

                 (b)      Amendments to Charter.  The Corporation shall not
amend its Certificate of Incorporation without the approval, by vote or written
consent, by the holders of at least fifty-one percent (51%) of the then
outstanding shares of Series A Stock, if such amendment would amend any of the
rights, preferences, privileges of or limitations provided 


                                    - 14 -
<PAGE>   15


for herein for the benefit of any shares of Series A Stock.  Without limiting
the generality of the preceding sentence, the Corporation will not amend its
Certificate of Incorporation without the approval by the holders of at least
fifty-one percent (51%) of the then outstanding shares of Series A Stock.  If
such amendment would:

                          (i)              change the relative seniority rights
         of the holders of Series A Stock as to the payment of dividends in
         relation to the holders of any other capital stock of the Corporation,
         or create any other class or series of capital stock entitled to
         seniority as to the payment of dividends in relation to the holders of
         Series A Stock;

                          (ii)             reduce the amount payable to the
         holders of Series A Stock upon the voluntary or involuntary
         liquidation, dissolution or winding up of the Corporation, or change
         the relative seniority of the liquidation preferences of the
         holders of Series A Stock to the rights upon liquidation of the
         holders of other capital stock of the Corporation, or change the
         dividend rights of the holders of Series A Stock;

                          (iii)            cancel or modify the conversion
         rights of the holders of Series A Stock provided for in Section 4
         herein;

                          (iv)             cancel or modify the redemption
         rights of the holders of the Series A Stock provided for in Section 6
         herein; or


                          (v)              cancel or modify the rights of the
         holders of the Series A Stock provided for in this Section 7.

         8.      No Dilution or Impairment.  The Corporation will not, by
amendment of its Certificate of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of the Series A Stock set forth herein, but
will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate in
order to protect the rights of the holders of the Series A Stock against
dilution or other impairment.  Without limiting the generality of the
foregoing, the Corporation (a) will not increase the par value of any shares of
stock receivable on the conversion of the Series A Stock above the amount
payable therefor on such conversion, (b) will take all such action as may be
necessary or appropriate in order that the Corporation may validly and legally
issue fully paid and nonassessable shares of stock on the conversion of all
Series A Stock from time to time outstanding,  or (c) will not consolidate with
or merge into any other person or permit any such person to consolidate with or
merge into the Corporation (if the Corporation is not the surviving person),
unless such other person shall expressly assume in writing and agree to be
bound by all of the terms of the Series A Stock as set forth herein.

         9.      Notices of Record Date.  In the event of


                                    - 15 -
<PAGE>   16


                 (a)      any taking by the Corporation of a record of the
holders of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend or other distribution, or any
right to subscribe for, purchase or otherwise acquire any shares of stock of
any class or any other securities or property, or to receive any other right,
or

                 (b)      any capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the Corporation,
any merger of the Corporation, or any transfer of all or substantially all of
the assets of the Corporation to any other corporation, or any other entity or
person, or

                 (c)      any voluntary or involuntary dissolution, liquidation
or winding up of the Corporation,

         then and in each such event the Corporation shall mail or cause to
mailed to each holder of Series A Stock a notice specifying (i) the date on
which any such record is to be taken for the purpose of such dividend,
distribution or right and a description of such dividend, distribution or
right, (ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, merger, dissolution, liquidation or winding up is
expected to become effective and (iii) the time, if any, that is to be fixed,
as to when the holders of record of Common Stock (or other securities) shall be
entitled to exchange their shares of Common Stock (or other securities) for
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, transfer, merger, dissolution, liquidation
or winding up.  Such notice shall be mailed at least ten (10) business days
prior to the date specified in such notice on which such action is to be taken.

II.      Common Stock.

         All shares of Common Stock shall be identical and shall entitle the
holders thereof to the same rights and privileges:

                 A.       Voting Rights.  Except as otherwise required by law
         or as may be provided by the resolutions of the Board authorizing the
         issuance of any class or series of the Preferred Stock, as hereinabove
         provided, all rights to vote and all voting power shall be vested
         exclusively in the holders of the Common Stock.

                 B.       Dividends.  Subject to the rights of the holders of
         the Preferred Stock, the holders of the Common Stock shall be entitled
         to receive when, as and if declared by the Board, out of funds legally
         available therefor, dividends payable in cash, stock or otherwise.

                 C.       Liquidating Distributions.  Upon any liquidation,
         dissolution or winding-up of the Corporation, whether voluntary or
         involuntary, and after the holders of the Preferred Stock shall have
         been paid in full the amounts to which they shall be entitled (if any)
         or a sum sufficient for such payment in full shall have been 


                                    - 16 -
<PAGE>   17


         set aside, the remaining net assets of the Corporation shall be
         distributed pro rata to the holders of the Common Stock in accordance
         with their respective rights and interests to the exclusion of the
         holders of the Preferred Stock.

                                   ARTICLE V

                                     BYLAWS

         In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware:

         A.      The Board of Directors of the Corporation is expressly
                 authorized to adopt, amend or repeal the Bylaws of the 
                 Corporation.

         B.      Elections of Directors need not be by written ballot unless
                 the by-laws of the Corporation shall so provide.

         C.      The books of the Corporation may be kept at such place within
                 or without the State of Delaware as the Bylaws of the 
                 Corporation may provide or as may be designated from time to 
                 time by the Board of Directors of the Corporation.

         D.      Any action required or permitted to be taken at any meeting of
                 the Board of Directors, may be taken without a meeting only if
                 all of the Directors consent thereto in writing.


                                   ARTICLE VI

                            LIMITATION OF LIABILITY

         No director shall be personally liable to the Corporation or the
holders of shares of capital stock for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of the duty of loyalty of such
director to the Corporation or such holders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Law, or (iv) for any transaction from which
such director derives an improper personal benefit.  No amendment to or repeal
of this provision shall apply to or have any effect on the liability or alleged
liability of any Director for or with respect to any acts or omissions of such
Director occurring prior to such amendment or repeal.  If the Law of the
Corporation's state of incorporation is hereafter amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of this Corporation shall be
eliminated or limited to the fullest extent then permitted.  No repeal or
modification of this Article VI shall adversely affect any right of or
protection afforded to a director of the Corporation existing immediately prior
to such repeal or modification.


                                    - 17 -
<PAGE>   18


                                  ARTICLE VII

                                INDEMNIFICATION


         This Corporation shall indemnify and may advance expenses to its
officers and directors to the fullest extent permitted by law in existence
either now or hereafter in effect.  Without limiting the generality of the
foregoing, the Bylaws may provide for indemnification and advancement of
expenses to officers, directors, employees and agents on such terms and
conditions as the Board of Directors may from time to time deem appropriate or
advisable.


                                  ARTICLE VIII

                                   DIRECTORS

         1.      Number and Term of Directors.  The Corporation's Board shall
consist of at least three directors, with the exact number to be fixed from
time to time in the manner provided in the Corporations's Bylaws.  No decrease
in the number of directors shall have the effect of shortening the term of any
incumbent director.  The Board shall be divided into three classes, Class I,
Class II and Class III.  The number of directors elected to each class shall be
as nearly equal in number as possible.  Each director in Class I shall be
elected to an initial term of one year, each director in Class II shall be
elected to an initial term of two years and each director in Class III shall be
elected to an initial term of three years, in each case and until his or her
successor is duly elected and qualified or until his or her earlier
resignation, death or removal from office.  Upon the expiration of the initial
terms of office for each class of directors, the directors of each class shall
be elected for a term of three years to serve until their successors are duly
elected and qualified or until their earlier resignation, death or removal from
office.

         2.      Director Vacancies.  Whenever any vacancy on the Board shall
occur due to death, resignation, retirement, disqualification, removal,
increase in the number of directors, or otherwise, a majority of directors in
office, although less than a majority of the entire Board, may fill the vacancy
or vacancies for the balance of the unexpired term or terms, at which time a
successor or successors shall be duly elected by the stockholders and
qualified.  The Board shall apportion any increase or decrease in directorship
among the classes as nearly equal in number as possible.  Notwithstanding the
provisions of any other Article herein, only the remaining directors of the
Corporation shall have the authority, in accordance with the procedure stated
above, to fill any vacancy that exists on the Board.

         3.      Removal.  A director may only be removed from office prior to
the expiration of his term: (i) if he has been convicted of a felony or if he
has been adjudged by a court of competent jurisdiction to be liable for gross
negligence or misconduct in the performance of his duty to the Corporation and
such conviction or adjudications are no longer subject 

                                    - 18 -
<PAGE>   19


to direct appeal; (ii) by an affirmative vote of at least two-thirds of the
outstanding shares of all classes of capital stock entitled to vote for the
election of directors; or (iii) by the vote of two-thirds of the directors in
office.

         4.      Amendments.  Notwithstanding anything contained in this
Amended and Restated Certificate of Incorporation to the contrary, this Article
VIII shall not be altered, amended or repealed except by an affirmative vote of
the holders of at least eighty percent (80%) of the combined voting power of
the outstanding shares of capital stock entitled to vote for the election of
directors.

                                   ARTICLE IX

                        SPECIAL MEETINGS OF STOCKHOLDERS

         Except as otherwise required by law and subject to the rights of the
holders of the Preferred Stock, special meetings of stockholders of the
Corporation may be called only by (i) the Chairman of the Board, (ii) the Board
pursuant to a resolution approved by a majority of the entire Board or (iii)
the Company's President.  Notwithstanding anything contained in this Amended
and Restated Certificate of Incorporation to the contrary, this Article IX
shall not be altered, amended or repealed except by an affirmative vote of the
holders of at least eighty percent (80%) of the combined voting power of the
outstanding shares of all capital stock entitled to vote for the election of
directors.

                                   ARTICLE X

                    NO STOCKHOLDER ACTION WITHOUT A MEETING

         Any action required or permitted to be taken by the stockholders of
the Corporation shall be taken at a duly called annual or special meting of
such holders and may not be taken by any consent in writing by such holders.
Notwithstanding anything contained in this Amended and Restated Certificate of
Incorporation to the contrary, this Article X shall not be altered, amended or
repealed except by an affirmative vote of the holders of at least eighty
percent (80%) of the combined voting power of the outstanding shares of all
capital stock entitled to vote for the election of directors.

                                   ARTICLE XI

                                   AMENDMENTS

         Except as provided herein, from time to time any of the provisions of
this Amended and Restated Certificate of Incorporation may be amended, altered
or repealed, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted in the manner and at the
time prescribed by said laws, and all rights at any time conferred upon the
stockholders of the Corporation by this Amended and Restated Certificate of
Incorporation are granted subject to the provisions of this Article.



                                    - 19 -
