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                                                                   Exhibit 3.1


                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          COLLEGELINK.COM INCORPORATED

PURSUANT TO SECTION 242 AND 245 OF THE GENERAL CORPORATION LAW OF THE STATE OF
DELAWARE

         CollegeLink.com Incorporated, a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:

         1. The name of the Corporation is CollegeLink.com Incorporated. The
original certificate of incorporation of the Corporation was filed with the
office of the Secretary of State of Delaware on November 1, 1999.

         2. This Amended and Restated Certificate of Incorporation was
recommended to the sole stockholder of the Corporation for approval as being
advisable and in the best interests of the Corporation by resolutions adopted by
the Board of Directors at a meeting of the Board of Directors on November 11,
1999.

         3. The Amended and Restated Certificate of Incorporation was adopted by
the affirmative vote of the sole stockholder of the Corporation at a special
meeting of the sole stockholder on November 11, 1999.

         4. This Amended and Restated Certificate of Incorporation restates,
integrates and amends the certificate of incorporation of the Corporation.

         5. The text of the Corporation's certificate of incorporation is
amended and restated in its entirety to read as follows:

FIRST: The name of the corporation is CollegeLink.com Incorporated (the
"Corporation").

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

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

FOURTH: The total number of shares of capital stock that the Corporation shall
have the authority to issue shall be 110,000,000 shares, consisting of
100,000,000 shares of

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common stock, $0.001 par value per share ("Common Stock"), and 10,000,000 shares
of preferred stock, $.01 par value per share ("Preferred Stock").

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

A.       COMMON STOCK.

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

         2. Voting. The holders of Common Stock will be entitled to one vote per
share on all matters to be voted on by the stockholders of the Corporation.
There shall be no cumulative voting.

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

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

B.       PREFERRED STOCK.

         Preferred Stock may be issued from time to time in one or more series,
each of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as hereinafter provided. No share of
Preferred Stock that is redeemed, purchased or acquired by the Corporation may
be reissued except as otherwise provided herein or by law. Different series of
Preferred Stock shall not be construed to constitute different classes of shares
for the purposes of voting by classes unless expressly provided herein, in any
such resolution or resolutions, or by law.

         Authority is hereby expressly granted to the Board of Directors from
time to time to issue the Preferred Stock in one or more series, and in
connection with the creation of any such series, by resolution or resolutions
providing for the issue of the shares thereof, to determine and fix such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including, without
limitation thereof, dividend rights, conversion rights, redemption privileges
and liquidation preferences, as


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shall be stated and expressed in such resolutions, all to the full extent now or
hereafter permitted by the General Corporation Law of Delaware. Without limiting
the generality of the foregoing, the resolutions providing for issuance of any
series of Preferred Stock may provide that such series shall be superior or rank
equally or be junior to the Preferred Stock of any other series to the extent
permitted by law. Except as otherwise provided by law or by this Certificate of
Incorporation, no vote of the holders of the Preferred Stock or Common Stock
shall be a prerequisite to the issuance of any shares of any series of the
Preferred Stock authorized by and complying with the conditions of the
Certificate of Incorporation, the right to have such vote being expressly waived
by all present and future holders of the capital stock of the Corporation.

C.       SERIES A PREFERRED SHARES

         1. Designation and Initial Number. Of the 10,000,000 authorized shares
of Preferred Stock two million five hundred thousand (2,500,000) shall be
designated the "Series A Preferred Shares". The Stated Value of the Series A
Preferred Stock shall be $4.00 per share, and the Par Value of the Series A
Preferred Stock shall be $.01 per share.

         2. Distributions. The holders of the Series A Preferred Stock shall be
entitled to receive, out of funds at the time legally available for payment of
dividends in the State of Delaware, a cumulative dividend at the rate of six
percent (6%) per share per annum, payable quarterly in equal installments on the
first day of each successive quarter each year, if, as and when determined by
the Board of Directors, before any dividend shall be set apart or paid on any
other capital stock for such year.

         3. Conversion. The Series A Preferred Stock shall be convertible into
Common Stock as hereinafter provided and, when so converted, shall be canceled
and retired and shall not be reissued as such:

                  (a) Any holder of the Series A Preferred Stock may at any time
or from time to time convert such stock into the Common Stock of the Company, on
presentation and surrender to the Company, of the certificates of the Series A
Preferred Stock to be so converted together with the Notice of Conversion
("Conversion Notice").

                           Conversion shall be deemed to have been effected on
the date the Conversion Notice is given by the Investor to the Company (the
"Conversion Date"). Within 10 business days after receipt of the Conversion
Notice, the Company shall issue and deliver by hand against a signed receipt
therefor or by United States registered mail, return receipt requested, or by
overnight delivery service, to the address designated by the Investor in the
Conversion Notice, a stock certificate or stock certificates of the Company
representing the number of shares of Common Stock to which such Investor is
entitled and a check or cash in payment of all accrued and unpaid dividends.

                  (b) Each holder of Series A Preferred Stock shall have the
right to convert such Series A Preferred Stock on and subject to the following
terms and conditions:


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                           (i) The Series A Preferred Stock shall be converted
into Common Stock at the conversion rate, determined as hereinafter provided, in
effect at the time of conversion. Unless such conversion rate shall be adjusted
as hereinafter provided, the conversion rate shall be one (1) share of Common
Stock for each share of Series A Preferred Stock so converted at $4.00 per share
("Conversion Ratio").

                           (ii) In order to convert Series A Preferred Stock
into Common Stock, the holder thereof shall on any business day surrender to
American Securities Transfer, Inc., whose address is 12039-Z2 West Alameda
Parkway, Lakewood, Colorado 80228 (or any other transfer agent designated by the
Company by written notice to the holders of Series A Preferred Stock), the
certificate or certificates representing such shares, duly endorsed to the
Company or in blank, and give written notice to the Company at said office of
the number of said shares which such holder elects to convert. Conversion of the
Series A Preferred Stock shall be deemed to have been effected on the date a
conversion notice is given by the Investor to the Company, and the person or
persons entitled to receive the Common Stock issuable upon such conversion shall
be treated for all purposes as the record holder or holders of such Common Stock
at such time. As promptly as practicable on or after the date of any conversion,
the Company shall issue and deliver a certificate or certificates representing
the number of shares of Common Stock issuable upon such conversion, together
with cash in lieu of any fraction of a share, to the person or persons entitled
to receive same. In case of the conversion of only a part of the shares of any
holder of Series A Preferred Stock, the Company shall also issue and deliver to
such holder a new certificate of Series A Preferred Stock representing the
number of shares of such Series A Preferred Stock not converted by such holder.

                  (c) The Company may require mandatory conversion of all, but
not less than all, of the Series A Preferred Stock on or after the first
anniversary of the initial purchase and sale of the Series A Preferred Stock
("the Mandatory Conversion Date"), provided that:

                           (i) The average closing bid price of the Company on
the Over-the-Counter Bulletin Board or the Nasdaq Stock Market or other
principal trading market for the Common Stock, as applicable, for the twenty
(20) consecutive trading days immediately preceding the Mandatory Conversion
Date has exceeded $6.00 per share, or;

                           (ii) If there is a reorganization of the Company
involving an exchange of Company's Common Stock for shares of a United States
domiciled corporation the shares of which are trading on a national exchange or
on the Nasdaq Stock Market.

                           Conversion of the Series A Preferred Shares to Common
Stock pursuant to this paragraph 3(c) shall be deemed to have occurred on the
Mandatory Conversion Date whether or not an Investor delivers to the Company its
certificate or


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certificates for the Series A Preferred Stock.

                  (d) The Conversion Ratio shall be subject to adjustment as
follows:

                           (i) In case issued and outstanding shares of Common
Stock shall be subdivided or split up into a greater number of shares of the
Common Stock, the Conversion Ratio in effect at the opening of business on the
business day immediately preceding the date fixed for the determination of the
stockholders whose shares of Common Stock shall be subdivided or split up (the
"Split Record Date") shall be proportionately increased, and in case issued and
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Ratio in effect at the opening of
business on the business day immediately preceding the date fixed for the
determination of the stockholders whose shares of Common Stock shall be combined
(the "Combination Record Date") shall be proportionately decreased, such
increase or decrease, as the case may be, becoming effective immediately after
the opening of business on the business day immediately after the Split Record
Date or the Combination Record Date, as the case may be.

                           (ii) In case of any capital reorganization, any
reclassification of the stock of the Company (other than as a result of a stock
dividend or subdivision, split up or combination of shares), or the merger of
the Company with or into another person or entity (other than a merger in which
the Company is the continuing corporation and which does not result in any
change in the Common Stock) or of the sale, exchange, lease, transfer or other
disposition of all or substantially all of the properties and assets of the
Company as an entirety or the participation by the Company in a share exchange
as the corporation the stock of which is to be acquired, the Series A Preferred
Stock shall (effective on the opening of business on the date after the
effective date of such reorganization, reclassification, merger, sale or
exchange, lease, transfer or other disposition or share exchange) be convertible
into the kind and number of shares of stock or other securities or property of
the Company or of the corporation resulting from surviving such merger or to
which such properties and assets shall have been sold, exchanged, leased,
transferred or otherwise disposed or which was the corporation whose securities
were exchanged for those of the Company to which the holder of the number of
shares of Common Stock deliverable (at the close of business on the date
immediately preceding the effective date of such reorganization,
reclassification, merger, sale, exchange, lease, transfer or other disposition
or share exchange) upon conversion of Series A Preferred Stock would have been
entitled upon such reorganization, reclassification, merger, sale, exchange,
lease, transfer or other disposition or share exchange. The provisions of this
subparagraph 3(b)(ii) shall similarly apply to successive reorganizations,
reclassifications, mergers, sales, exchanges, leases, transfers or other
dispositions or other share exchanges.

                           (iii) Whenever the Conversion Ratio shall be adjusted
as provided herein, the Company shall prepare and send to the holders of the
Series A Preferred Stock a statement, signed by the chief financial officer of
the Company, showing in detail the facts requiring such adjustment and the
Conversion Ratio that shall


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be in effect after such adjustment.

                           (iv) In the event the Company shall propose to take
any action of the types described in paragraph 3 hereof, the Company shall give
notice to the holder of Series A Preferred Stock, which notice shall specify the
record date, if any, with respect to any such action and the date on which such
action is to take place. Such notice shall be given on or prior to the earlier
of 30 days prior to the record date or the date which such action shall be
taken. Such notice shall also set forth such facts with respect thereto as shall
be reasonably necessary to indicate the effect of such action (to the extent
such effect may be known at the date of such notice) on the Conversion Ratio and
the number, kind or class of shares or other securities or property which shall
be deliverable or purchasable upon the occurrence of such action or deliverable
upon conversion of the Series A Preferred Stock. Failure to give notice in
accordance with this paragraph 3(d)(iv) shall not render such action ultra
vires, illegal or invalid.

                  (e) No adjustment of the conversion rate shall be made in any
of the following cases:

                           (i) upon the grant or exercise of stock options
hereafter granted, or under any employee stock option plan now or hereafter
authorized, to the extent that the aggregate of the number of shares which may
be purchased under such options and the number of shares issued under such
employee stock purchase plan is less than or equal to ten percent (10%) of the
number of shares of Common Stock outstanding on January 1 of the year of the
grant or exercise;

                           (ii) shares of Common Stock issued upon the
conversion of Series A Preferred Stock;

                           (iii) shares issued in connection with the
acquisition by the Company or by any subsidiary of the Company of 80% or more of
the assets of another corporation, and shares issued in connection with the
acquisition by the Company or by any subsidiary of the Company of 80% or more of
the voting shares of another corporation (including shares issued in connection
with such acquisition of voting shares of such other corporation subsequent to
the acquisition of an aggregate of 80% of such voting shares), shares issued in
a merger of the Company or a subsidiary of the Company with another corporation
in which the Company or the Company's subsidiary is the surviving corporation,
and shares issued upon the conversion of other securities issued in connection
with any such acquisition or in any such merger;

                           (iv) shares issued by way of dividend or other
distribution on Common Stock excluded from the calculation of the adjustment
under this paragraph 3(e)(iv) or on Common Stock resulting from any subdivision
or combination of Common Stock so excluded; or

                           (v) shares issued pursuant to all stock options and
warrants outstanding on April 5, 1999, which date represents the date of the
filing of a Certificate


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of Amendment to the Certificate of Incorporation of Cytation.com Incorporated, a
predecessor company, with the Secretary of State of the State of New York,
creating a class of Series A Preferred Stock of Cytation.com Incorporated.

                  (f) Whenever the conversion rate is adjusted as herein
provided, the Company shall prepare a certificate signed by the Treasurer of the
Company setting forth the adjusted conversion rate and showing in reasonable
detail the facts upon which such adjustment is based. As promptly as
practicable, the Company shall cause a copy of such certificate to be mailed to
each holder of record of issued and outstanding Series A Preferred Stock at the
address of such holder appearing on the Company's books.

                  (g) The Company shall pay all taxes that may be payable in
respect of the issue or delivery of Common Stock on conversion of Series A
Preferred Stock pursuant hereto, but shall not pay any tax which may be payable
with respect to income or gains of the holder of any Series A Preferred Stock or
Common Stock or any tax which may be payable in respect of any transfer involved
in the issue and delivery of the Common Stock in a name other than that in which
the Series A Preferred Stock so converted was registered, and no such issue or
delivery shall be made unless and until the person requesting such issue has
paid to the Company the amount of any such tax, or has established, to the
satisfaction of the Company, that such tax has been paid.

                  (h) Upon conversion of any shares of Series A Preferred Stock,
the holders of the shares of Series A Preferred Stock so converted shall not be
entitled to receive any dividends declared with respect to such shares of Series
A Preferred Stock unless such dividends shall have been declared by the Board of
Directors and the record date for such dividends shall have been on or before
the date such shares shall have been converted. No payment or adjustment shall
be made on account of dividends declared and payable to holders of Common Stock
of record on a date prior to the date of conversion.

                  (i) No fractional shares or scrip representing fractional
shares shall be issued upon the conversion of any shares of Series A Preferred
Stock. If more than one share of Series A Preferred Stock shall be surrendered
for conversion at one time by the same holder, the number of full shares
issuable upon conversion thereof shall be computed on the basis of the aggregate
number of such shares so surrendered. If the conversion of any share of Series A
Preferred Stock results in a fraction, an amount equal to such fraction
multiplied by the current market of the Common Stock on the day of conversion
shall be paid to such holder in cash by the Company.

                  (j) The Company shall at all times reserve and keep available,
free from preemptive rights, out of its authorized Common Stock, for the purpose
of effecting the conversion of the issued and outstanding Series A Preferred
Stock, the full number of shares of Common Stock then deliverable in the event
and upon the conversion of all of the Series A Preferred Stock then issued and
outstanding.

         4. Liquidation or Dissolution. In the event of any voluntary or
involuntary liquidation, dissolution, or winding up of the affairs of the
Company, the holders of the


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issued and outstanding Series A Preferred Stock shall be entitled to receive for
each share of Series A Preferred Stock, before any distribution of the assets of
the Company shall be made to the holders of any other capital stock, a dollar
amount equal to the Stated Value thereof plus all accrued and unpaid
distributions declared thereon, without interest. After such payment shall have
been made in full to the holders of the issued and outstanding Series A
Preferred Stock, or funds necessary for such payment shall have been set aside
in trust for the account of the holders of the issued and outstanding Series A
Preferred Stock so as to be and continue to be available therefor, then, before
any further distribution of the assets of the Company shall be made, a dollar
amount equal to that already distributed to the holders of the Series A
Preferred Stock shall be distributed pro-rata to the holders of the other issued
and outstanding capital stock of the Company, subject to the rights of any other
class of capital stock set forth in the Certificate of Incorporation, as
amended, of the Company. After such payment shall have been made in full to the
holders of such other issued and outstanding capital stock, or funds necessary
for such payment shall have been set aside in trust for the account of the
holders of such other issued and outstanding capital stock so as to be and
continue to be available therefor, the holders of the issued and outstanding
Series A Preferred Stock shall be entitled to participate with the holders of
all other classes of issued and outstanding capital stock in the final
distribution of the remaining assets of the Company, and, subject to any rights
of any other class of capital stock set forth in the Certificate of
Incorporation, as amended, of the Company, the remaining assets of the Company
shall be divided and distributed ratably among the holders of both the Series A
Preferred Stock and the other capital stock then issued and outstanding
according to the proportion by which their respective record ownership of shares
of the Series A Preferred Stock and such capital stock bears to the total number
of shares of the Series A Preferred Stock and such capital stock then issued and
outstanding. If, upon such liquidation, dissolution, or winding up, the assets
of the Company distributable, as aforesaid, among the holders of the Series A
Preferred Stock shall be insufficient to permit the payment to them of said
amount, the entire assets shall be distributed ratably among the holders of the
Series A Preferred Stock. A consolidation or merger of the Company, a share
exchange, a sale, lease, exchange or transfer of all or substantially all of its
assets as an entirety, or any purchase or redemption of stock of the Company of
any class, shall not be regarded as a "liquidation, dissolution, or winding up
of the affairs of the Company" within the meaning of this paragraph 4.

         5. Voting Rights. Except as otherwise provided in paragraph 6 below,
each share of Series A Preferred Stock is entitled to one vote, voting together
with the holders of shares of Common Stock and not as a class, on each matter
submitted to a vote at a meeting of stockholders of the Company.

         6. Changes In Terms of Series A Preferred Stock. The terms of the
Series A Preferred Stock may not be amended, altered or repealed, and no class
of capital stock or securities convertible into capital stock shall be
authorized which has superior rights to the Series A Preferred Stock as to
distributions, liquidation or vote, without the consent of the holders of at
least two-thirds of the outstanding shares of Series A Preferred Stock.


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         7. No Implied Limitations. Except as otherwise provided by express
provisions of this Certificate, nothing herein shall limit, by inference or
otherwise, the discretionary right of the Board of Directors to classify and
reclassify and issue any shares of Series A Preferred Stock and to fix or alter
all terms thereof to the full extent provided in the Certificate of
Incorporation, as amended, of the Company.

         8. General Provisions. In addition to the above provisions with respect
to the Series A Preferred Stock, such Series A Preferred Stock shall be subject
to, and entitled to the benefits of the provisions set forth in this Certificate
of Incorporation with respect to Preferred Stock generally.

         9. Notices. All notices required or permitted to be given by the
Company with respect to the Series A Preferred Stock shall be in writing, and if
delivered by first class United States mail, postage prepaid, or by overnight
delivery service, to the holders of the Series A Preferred Stock at their last
addresses as they shall appear upon the books of the Company, shall be
conclusively presumed to have been duly given, whether or not the stockholder
actually receives such notice; provided, however, that failure to duly give such
notice by mail, or any defect in such notice, to the holders of any stock
designated for redemption, shall not affect the validity of the proceedings for
the redemption of any other shares of Preferred Stock.

  D.     SERIES B PREFERRED SHARES

         1. Designation. Of the 10,000,000 shares of authorized Preferred Stock,
300,000 shall be designated and known as "Series B Preferred Stock".

         2. Conversion. The holders of Series B Preferred Stock shall have
conversion rights as follows:

                  (a) Definitions. For the purposes of this Section 2, the
following definitions shall apply:

                  "Automatic Conversion Date" means the first anniversary of the
                  Original Issue Date.

                  "Automatic Conversion Date Price" means the average of the
                  closing bid price per share of the Common Stock (as quoted on
                  the Nasdaq OTC Bulletin Board, or the Nasdaq Stock Market, as
                  the case may be) for the 20 consecutive trading days
                  immediately preceding the Automatic Conversion Date.

                  "Closing Date Price" means $7.625.

                  "Common Stock" means the common stock, $.001 par value per
                  share, of the Corporation.


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                  "Optional Conversion Date Price" means, with respect to a
                  given date, the average of the closing bid price per share of
                  the Common Stock (as quoted on the Nasdaq OTC Bulletin Board,
                  or the Nasdaq Stock Market, as the case may be) for the 10
                  consecutive trading days immediately preceding such date.

                  "Original Issue Date" of the Company's Series B Preferred
                  Stock means August 10, 1999, the first date on which a share
                  of Series B Preferred Stock of Cytation.com Incorporated, a
                  predecessor company, was issued in New York.

                  "Series B Conversion Price" is the price at which shares of
                  Common Stock shall be deliverable upon conversion of Series B
                  Preferred Stock without the payment of any additional
                  consideration by the holder thereof.

                  "Transfer Agent" means American Securities Transfer, Inc.,
                  whose address is 12039-Z2 West Alameda Parkway, Lakewood,
                  Colorado 80228, and any successor transfer agent appointed by
                  the Corporation.


                  (b) Right to Convert; Conversion Price. Subject to the terms
and conditions of this Section 2, each share of Series B Preferred Stock shall
be convertible, without the payment of any additional consideration by the
holder thereof at the office of the Transfer Agent, into such number of fully
paid and nonassessable shares of Common Stock as is determined by dividing
$15.00 (which amount shall be subject to equitable adjustment whenever there
shall occur a stock dividend, stock split, combination of shares,
reclassification or other similar event with respect to the Series B Preferred
Stock) by the Series B Conversion Price, determined as hereinafter provided, in
effect at the time of conversion.

                  (c)      Automatic Conversion.

                           (i) Timing and Price. Each share of Series B
Preferred Stock shall automatically be converted into shares of Common Stock on
the Automatic Conversion Date. For the purposes of this Section 2(c), the Series
B Conversion Price on the Automatic Conversion Date shall be equal to the
greater of (i) the Closing Date Price (which amount shall be subject to
equitable adjustment whenever there shall occur a stock dividend, stock split,
combination of shares, reclassification or other similar event with respect to
the Common Stock) and (ii) the Automatic Conversion Date Price.

                           (ii) Mechanics. On the Automatic Conversion Date, the
Series B Preferred Stock shall be converted automatically without any further
action by the holders of such shares and whether or not the certificates
representing such shares are surrendered to the Transfer Agent; provided, that
the Corporation shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon such


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conversion unless certificates evidencing such shares of the Series B Preferred
Stock being converted are either delivered to the Transfer Agent, or the holder
notifies the Transfer Agent that such certificates have been lost, stolen, or
destroyed and executes an agreement satisfactory to the Corporation to indemnify
the Corporation from any loss incurred by it in connection therewith and, if the
Corporation so elects, provides an appropriate indemnity bond. On the Automatic
Conversion Date, all rights with respect to the Series B Preferred Stock so
converted shall terminate except for the right of the holder thereof, upon
surrender of the holder's certificate or certificates therefor, to receive
certificates for the number of shares of Common Stock into which such Series B
Preferred Stock has been converted. Upon the automatic conversion of the Series
B Preferred Stock, the holders of such Series B Preferred Stock shall surrender
the certificates representing such shares at the office of the Transfer Agent.
If so required by the Transfer Agent, certificates surrendered for conversion
shall be endorsed or accompanied by written instrument or instruments of
transfer, in form satisfactory to the Transfer Agent, duly executed by the
registered holder or by the holder's attorney duly authorized in writing. Upon
surrender of such certificates there shall be issued and delivered to such
holder, promptly at such office and in the holder's name as shown on such
surrendered certificate or certificates, a certificate or certificates for the
number of shares of Common Stock into which the shares of the Series B Preferred
Stock surrendered were convertible on the Automatic Conversion Date. No
fractional share of Common Stock shall be issued upon automatic conversion of
the Series B Preferred Stock. In lieu of any fractional share to which the
holder would otherwise be entitled, the Corporation shall pay cash equal to such
fraction multiplied by the Automatic Conversion Date Price.

                  (d)      Optional Conversions.

                           (i) Timing and Price. Each share of Series B
Preferred Stock may be converted into shares of Common Stock, at the option of
the holder thereof, at any time (i) after the Original Issue Date, (ii) prior to
the Automatic Conversion Date and (iii) that the Optional Conversion Date Price
is greater than $15.00 (which amount shall be subject to equitable adjustment
whenever there shall occur a stock dividend, stock split, combination of shares,
reclassification or other similar event with respect to the Common Stock). For
the purposes of this Section 2(d), the Series B Conversion Price applicable to
an optional conversion pursuant to this Section 2(d) shall be the Optional
Conversion Date Price on the date of the Conversion Notice (as defined below).

                          (ii) Mechanics. In order to convert his shares of
Series B Preferred Stock into shares of Common Stock pursuant to this Section
2(d), a holder of Series B Preferred Stock shall surrender the certificate or
certificates therefor at the office of the Transfer Agent, and shall give
written notice (the "Conversion Notice") to the Transfer Agent at such office
that the holder elects to convert the same and shall state therein the holder's
name or the name or names of the holder's nominees in which


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the holder wishes the certificate or certificates for shares of Common Stock to
be issued. On the date of conversion, all rights with respect to the Series B
Preferred Stock so converted shall terminate, except any of 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 B Preferred Stock has been converted. If so required by the Transfer
Agent, certificates surrendered for conversion shall be endorsed or accompanied
by written instrument or instruments of transfer, in form satisfactory to the
Transfer Agent, duly executed by the registered holder or by the holder's
attorney duly authorized in writing. No fractional share of Common Stock shall
be issued upon optional conversion of the Series B Preferred Stock. In lieu of
any fractional share to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the Optional
Conversion Date Price on the date of the Conversion Notice. The Corporation
shall cause the Transfer Agent, as soon as practicable after surrender of the
certificate or certificates for conversion, issue and deliver at such office to
such holder of Series B Preferred Stock, or to the holder's nominee or nominees,
a certificate or certificates for the number of shares of Common Stock to which
the holder shall be entitled as aforesaid, together with cash in lieu of any
fraction of a share. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of the Conversion Notice,
and the person or persons entitled to receive the shares of Common Stock
issuable upon conversion shall be treated for all purposes as the record holder
or holders of such shares of Common Stock on such date.

                  (e) Notices. All notices required or permitted to be sent
pursuant to this Section 2 shall be deemed sufficient if contained in a written
instrument and delivered in person or duly sent by first-class mail postage
prepaid or by fax or DHL, Federal Express or other recognized express courier
service, addressed to the intended recipient at the recipient's address as it
appears on the books of the Corporation.

         3. Dividends. The holders of shares of Series B Preferred Stock shall
not be entitled to receive any dividends.

         4. Liquidation Rights. The holders of shares of Series B Preferred
Stock shall not be entitled to any preferential payment or distribution in the
event of any liquidation, dissolution or winding up of the Corporation, but
shall share ratably on an as-converted basis assuming automatic conversion in
any distribution of the assets of the Corporation to all the holders of Common
Stock.

         5. Voting Rights. Except as otherwise required by law or as set forth
in the Certificate of Incorporation of the Corporation, the holders of Series B
Preferred Stock shall not be entitled to vote on any matter or to notice of any
meeting of the stockholders.

         6. No Reissuance of Preferred Stock. No share or shares of Series B
Preferred Stock acquired by the Corporation by reason of conversion or otherwise
shall


                                      -12-
<PAGE>   13


be reissued, and all such shares shall be cancelled, retired and eliminated from
the shares which the Corporation shall be authorized to issue.

         7. Residual Rights. All rights accruing to the outstanding shares of
the Corporation not expressly provided for to the contrary herein shall be
vested in the Common Stock.

E.       SERIES C PREFERRED SHARES

         1. Designation, Initial Number and Date of Issue. Of the 10,000,000
shares of authorized Preferred Stock, 1,000,000 shall be designated and known as
the "Series C Preferred Stock" (the "Series C Preferred Stock"). The Stated
Value of the Series C Preferred Stock shall be $4.00 per share, and the Par
Value of the Series C Preferred Stock shall be $.01 per share. September 30,
1999, the date on which the Series C Preferred Stock of Cytation.com
Incorporated, a predecessor company, was issued in New York is referred to
herein as the "Date of Issue" of the Company's Series C Preferred Stock.

         2. Distributions. The holders of the Series C Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors of the
Company, out of funds at the time legally available for payment of dividends in
the State of Delaware, a cumulative dividend at an annual rate, based on a year
of 360 days consisting of 12 thirty-day months, equal to 6% applied to the
amount of the Stated Value per share of Series C Preferred Stock. Such dividends
shall be payable in respect of each share of Series C Preferred Stock quarterly,
in arrears, on the last day of March, June, September and December in each year
(each a "Dividend Payment Date"), commencing on the first such date to occur
which is at least thirty days after its Date of Issue. The dividend payable on
the first Dividend Payment Date shall be calculated and based on the period from
the Date of Issue through such Dividend Payment Date. Each period commencing on
the later of the Date of Issue of a share of the Series C Preferred Stock or the
first day after the last preceding Dividend Payment Date and ending on the next
Dividend Payment Date or, in the case of a final dividend, the effective date of
a liquidating distribution or conversion of such shares of Series C Preferred
Stock into Common Stock is referred to herein as a "Dividend Period." If the
date fixed for payment of a final liquidating distribution on any shares of
Series C Preferred Stock or the date on which any shares of Series C Preferred
Stock are converted into Common Stock does not coincide with a Dividend Payment
Date, then subject to the provisions hereof relating to such liquidating
distribution or conversion, the final Dividend Period applicable to such shares
shall be the period from the last Dividend Payment Date prior to the date such
liquidating distribution or conversion occurs through the effective date of such
liquidating distribution or conversion.

         3. Conversion. Subject to the limitation set forth in paragraph 3(k)
below, the Series C Preferred Stock shall be convertible into such number of
fully paid, validly issued and nonassessable shares of Common Stock, free and
clear of any liens, claims or encumbrances as hereinafter provided and, when so
converted, shall be canceled and retired and shall not be reissued as such:


                                      -13-
<PAGE>   14


                  (a) Any holder of the Series C Preferred Stock may at any time
or from time to time convert such stock into the Common Stock of the Company. In
order to convert the Series C Preferred Stock into Common Stock, the holder
thereof on any business day must present and surrender to the Company at its
offices located at 55 Hammarlund Way, Newport, RI 02842 (or such other address
as the Company shall designate) the certificate or certificates of the Series C
Preferred Stock to be converted into Common Stock, duly endorsed to the Company
or in blank, together with a notice of conversion, which shall state therein the
number of shares to be converted and the name or names in which such holder
wishes the certificate or certificates for Common Stock to be issued
("Conversion Notice").

                  (b) Each holder of Series C Preferred Stock shall have the
right to convert such Series C Preferred Stock on and subject to the following
terms and conditions:

                           (i) The Series C Preferred Stock shall be converted
into Common Stock at the conversion ratio, determined as hereinafter provided,
in effect at the time of conversion. Unless such conversion ratio shall be
adjusted as hereinafter provided, the conversion ratio shall be one (1) share of
Common Stock for each share of Series C Preferred Stock ("Conversion Ratio").

                           (ii) The conversion of the Series C Preferred Stock
shall be deemed to have occurred on the date the holder thereof provides and
surrenders, as the case may be, to the Company, pursuant to paragraph 3(a)
hereof, a Conversion Notice and the certificate or certificates representing the
Series C Preferred Stock to be converted into Common Stock, duly endorsed to the
Company or in blank. The person or persons entitled to receive the Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such Common Stock at such time. As promptly as practicable
on or after the date of any conversion, but in no event later than 10 business
days following the receipt by the Company of the Conversion Notice, the Company
shall issue and deliver by hand against a signed receipt therefor or by United
States registered mail, return receipt requested, or by overnight delivery
service, to the address designated by the holder in the Conversion Notice, a
stock certificate or stock certificates of the Company representing the number
of shares of Common Stock to which such holder is entitled, together with check
or cash in lieu of any fraction of a share and in payment of all accrued and
unpaid dividends, to the person or persons entitled to receive same. In case of
the conversion of only a part of the shares of any holder of Series C Preferred
Stock, the Company shall also issue and deliver to such holder a new certificate
of Series C Preferred Stock representing the number of shares of such Series C
Preferred Stock not converted by such holder.

                  (c) (i) Subject to the limitation set forth in paragraph 3(k)
below, the Company may require mandatory conversion of all, but not less than
all, of the Series C Preferred Stock on or after the first anniversary of the
initial purchase and sale of the Series C Preferred Stock (the "Mandatory
Conversion Date"), provided that (x)


                                      -14-
<PAGE>   15


after the first anniversary of the initial purchase and sale of the Series C
Preferred Stock the average closing bid price of the Company's Common Stock on
the Over-the-Counter Bulletin Board or the Nasdaq Stock Market, as applicable,
for the 20 consecutive trading days immediately preceding the Mandatory
Conversion Date has exceeded $6.00 per share; and (y) the Company elected to
mandatory convert all other series of Preferred Stock.

                           (ii) Conversion of the Series C Preferred Stock into
Common Stock pursuant to this paragraph 3(c) shall be deemed to have occurred on
the Mandatory Conversion Date whether or not the holder of such stock delivers
to the Company its certificate or certificates for the Series C Preferred Stock.
Anything in this Section 3(c) to the contrary notwithstanding, the Company may
not require the conversion of any shares of Series C Preferred Stock unless,
concurrently with such mandatory conversion, the Company shall also require the
mandatory conversion of the same Pro Rata Proportion (as hereinafter defined) of
shares of the Series A Preferred Stock of the Company. For the purposes of the
preceding sentence "Pro Rata Proportion" shall mean a fraction the numerator of
which shall be the number of shares of Series C Preferred Stock or Series A
Preferred Stock, as the case may be, subject to mandatory conversion and the
denominator of which shall be all outstanding shares of Series C Preferred Stock
or Series A Preferred Stock, as the case may be.

                  (d) The Conversion Ratio shall be subject to adjustment as
follows:

                           (i) If the Company subdivides (e.g., stock dividend)
or splits up the issued and outstanding shares of Common Stock into a greater
number of shares of the Common Stock, the Conversion Ratio in effect at the
opening of business on the business day immediately preceding the date fixed for
the determination of the stockholders whose shares of Common Stock shall be
subdivided or split up (the "Split Record Date") shall be proportionately
increased, and in case issued and outstanding shares of Common Stock shall be
combined into a smaller number of shares of Common Stock, the Conversion Ratio
in effect at the opening of business on the business day immediately preceding
the date fixed for the determination of the stockholders whose shares of Common
Stock shall be combined (the "Combination Record Date") shall be proportionately
decreased, such increase or decrease, as the case may be, becoming effective
immediately after the opening of business on the business day immediately after
the Split Record Date or the Combination Record Date, as the case may be.

                           (ii) In case of any capital reorganization, any
reclassification of the stock of the Company (other than as a result of a stock
dividend or subdivision, split up or combination of shares), or the merger of
the Company with or into another person or entity (other than a merger in which
the Company is the continuing corporation and which does not result in any
change in the Common Stock) or of the sale, exchange, lease, transfer or other
disposition of all or substantially all of the properties and assets of the
Company as an entirety or the participation by the Company in a share exchange
as the corporation the stock of which is to be acquired, the Series C Preferred
Stock shall (effective on the opening of business on the date after the
effective date of such


                                      -15-
<PAGE>   16


reorganization, reclassification, merger, sale or exchange, lease, transfer or
other disposition or share exchange) be convertible into the kind and number of
shares of stock or other securities or property of the Company or of the
surviving corporation resulting from such merger or to which such properties and
assets shall have been sold, exchanged, leased, transferred or otherwise
disposed or which was the corporation whose securities were exchanged for those
of the Company to which the holder of the number of shares of Common Stock
deliverable (at the close of business on the date immediately preceding the
effective date of such reorganization, reclassification, merger, sale, exchange,
lease, transfer or other disposition or share exchange) upon conversion of
Series C Preferred Stock would have been entitled upon such reorganization,
reclassification, merger, sale, exchange, lease, transfer or other disposition
or share exchange. The provisions of this subparagraph 3(b)(ii) shall similarly
apply to successive reorganizations, reclassifications, mergers, sales,
exchanges, leases, transfers or other dispositions or other share exchanges.

                           (iii) If the Company shall issue to the holders of
its Common Stock rights or warrants to subscribe for or purchase shares of its
Common Stock at a price less than 90% of the Current Market Price (as defined
below in this paragraph) of the Company's Common Stock at the record date fixed
for the determination of the holders of Common Stock entitled to such rights or
warrants, the conversion rate in effect immediately prior to said record date
shall be increased, effective at the opening of business on the next following
full business day, to an amount determined by multiplying such conversion rate
by a fraction the numerator of which is the number of shares of Common Stock of
the Company outstanding immediately prior to said record date plus the number of
additional shares of its Common Stock offered for subscription or purchase and
the denominator of which is said number of shares outstanding immediately prior
to said record date plus the number of shares of Common Stock of the Company
which the aggregate subscription or purchase price of the total number of shares
so offered would purchase at the Current Market Price of the Company's Common
Stock at said record date. The term "Current Market Price" at said record date
shall mean the average of the daily last reported sale prices per share of the
Company's Common Stock on the principal stock exchange on which the Common Stock
is then listed during the 20 consecutive full business days commencing with the
30th full business day before said record date, provided that if there was no
reported sale on any such day or days there shall be substituted the average of
the closing bid and asked quotations on that exchange on that day, and provided
further that if the Common Stock was not listed on any stock exchange on any
such day or days there shall be substituted the average of the lowest bid and
the highest asked quotations in the over-the-counter market on that day.

                           (iv) Whenever the Conversion Ratio shall be adjusted
as provided herein, the Company shall prepare and send to the holders of the
Series C Preferred Stock a statement, signed by the chief financial officer of
the Company, showing in detail the facts requiring such adjustment and the
Conversion Ratio that shall be in effect after such adjustment.


                                      -16-
<PAGE>   17


                           (v) In the event the Company shall propose to take
any action of the types described in paragraph 3(d) hereof, the Company shall
give notice to the holder of Series C Preferred Stock, which notice shall
specify the record date, if any, with respect to any such action and the date on
which such action is to take place. Such notice shall be given on or prior to
the earlier of 30 days prior to the record date or the date which such action
shall be taken. Such notice shall also set forth such facts with respect thereto
as shall be reasonably necessary to indicate the effect of such action (to the
extent such effect may be known at the date of such notice) on the Conversion
Ratio and the number, kind or class of shares or other securities or property
which shall be deliverable or purchasable upon the occurrence of such action or
deliverable upon conversion of the Series C Preferred Stock. Failure to give
notice in accordance with this paragraph 3(d)(v) shall not render such action
ultra vires, illegal or invalid.

                  (e) No adjustment of the Conversion Ratio shall be made in any
of the following cases:

                           (i) the grant or exercise of stock options hereafter
granted, or under any employee stock option plan now or hereafter authorized, to
the extent that the aggregate of the number of shares which may be purchased
under such options and the number of shares issued under such employee stock
option plan is less than or equal to ten percent (10%) of the number of shares
of Common Stock outstanding on January 1 of the year of the grant or exercise;

                           (ii) the issuance of shares of Common Stock in
connection with the acquisition by the Company or by any subsidiary of the
Company of 80% or more of the assets of another corporation, and shares issued
in connection with the acquisition by the Company or by any subsidiary of the
Company of 80% or more of the voting shares of another corporation (including
shares issued in connection with such acquisition of voting shares of such other
corporation subsequent to the acquisition of an aggregate of 80% of such voting
shares), shares issued in a merger of the Company or a subsidiary of the Company
with another corporation in which the Company or the Company's subsidiary is the
surviving corporation, and shares issued upon the conversion of other securities
issued in connection with any such acquisition or in any such merger;

                           (iii) the issuance of shares of Common Stock pursuant
to all stock options, warrants and convertible securities outstanding on October
1, 1999, which date represents the date of the filing of a Certificate of
Amendment to the Certificate of Incorporation of Cytation.com Incorporated, a
predecessor company, with the Secretary of State of the State of New York,
creating a class of Series C Preferred Stock of Cytation.com Incorporated.

                           (iv) sales of Common Stock of the Company for cash in
an underwritten public offering.

                  (f) Whenever the Conversion Ratio is adjusted as herein
provided, the Company shall prepare a certificate signed by the Treasurer of the
Company setting forth


                                      -17-
<PAGE>   18


the adjusted conversion ratio and showing in reasonable detail the facts upon
which such adjustment is based. As promptly as practicable, the Company shall
cause a copy of such certificate to be mailed to each holder of record of issued
and outstanding Series C Preferred Stock at the address of such holder appearing
on the Company's books.

                  (g) The Company shall pay all taxes that may be payable in
respect of the issue or delivery of Common Stock on conversion of Series C
Preferred Stock pursuant hereto, but shall not pay any tax which may be payable
with respect to income or gains of the holder of any Series C Preferred Stock or
Common Stock or any tax which may be payable in respect of any transfer involved
in the issue and delivery of the Common Stock in a name other than that in which
the Series C Preferred Stock so converted was registered, and no such issue or
delivery shall be made unless and until the person requesting such issue has
paid to the Company the amount of any such tax, or has established, to the
satisfaction of the Company, that such tax has been paid.

                  (h) (i) Upon conversion of any shares of Series C Preferred
Stock pursuant to paragraphs 3(a) and (b) hereof, the holders of such shares of
Series C Preferred Stock so converted shall not be entitled to receive any
dividends declared with respect to such shares of Series C Preferred Stock
unless such dividends shall have been declared by the Board of Directors and the
record date for such dividends shall have been on or before the date such shares
shall have been converted. No payment or adjustment shall be made on account of
dividends declared and payable to holders of Common Stock of record on a date
prior to the date of the conversion of shares of Series C Preferred Stock
pursuant to paragraphs 3(a) and 3(b) hereof.

                      (ii) Upon the mandatory conversion of any shares of Series
C Preferred Stock pursuant to paragraph 3(c) hereof, the holders of such shares
of Series C Preferred Stock so converted shall be entitled to receive a dollar
amount equal to all accrued dividends and unpaid distributions prior to the
Mandatory Conversion Date, whether or not declared thereon.


                  (i) No fractional shares or scrip representing fractional
shares shall be issued upon the conversion of any shares of Series C Preferred
Stock. If more than one share of Series C Preferred Stock shall be surrendered
for conversion at one time by the same holder, the number of full shares
issuable upon conversion thereof shall be computed on the basis of the aggregate
number of such shares so surrendered. If the conversion of any share of Series C
Preferred Stock results in a fraction, an amount equal to such fraction
multiplied by the current market value of the Common Stock on the day of
conversion shall be paid to such holder in cash by the Company. For purposes of
this paragraph 3(i), "current market value of Common Stock" shall mean the value
of the Common Stock as reflected in the last trade of the Common Stock on the
date of conversion.

                  (j) The Company shall at all times reserve and keep available,
free from


                                      -18-
<PAGE>   19


preemptive rights, out of its authorized Common Stock, for the purpose of
effecting the conversion of the issued and outstanding Series C Preferred Stock,
the full number of shares of Common Stock then deliverable in the event and upon
the conversion of all of the Series C Preferred Stock then issued and
outstanding.

                  (k) In no event shall PNC Bank Corp. or any indirect or direct
subsidiary thereof (collectively, "PNC") be entitled to convert any shares of
Series C Preferred Stock nor shall the Company be entitled to require conversion
of any shares of Series C Preferred Stock in excess of that number of shares of
Series C Preferred Stock upon the conversion of which the sum of (1) the number
of shares of Common Stock beneficially owned (as such term is defined for the
purposes of Rule 13(d) promulgated under the Securities Exchange Act of 1934, as
amended) by PNC and (2) the number of shares of Common Stock issuable upon the
conversion of the number of shares of Series C Preferred Stock with respect to
which the determination in this provision is made, would result in the
beneficial ownership by PNC of five percent (5%) or more of the issued and
outstanding shares of Common Stock and any series of voting preferred stock of
the Company unless PNC has provided to the Company a written opinion of counsel
that a greater percentage of beneficial ownership of such capital stock is
permissible pursuant to then applicable laws or regulations.

                  (l) In no event shall PNC be entitled to sell or otherwise
transfer shares of Series C Preferred Stock and Common Stock to a person
unaffiliated with PNC or Company if immediately after the transfer (1) the
number of shares of Common Stock and any series of voting preferred stock of the
Company and (2) the number of shares of Common Stock issuable upon the
conversion of the shares of Series C Preferred Stock would result in the
beneficial ownership by the acquiring person of five percent (5%) or more of the
issued and outstanding shares of Common Stock and any series of voting preferred
stock of the Company unless (1) pursuant to a widely dispersed public offering,
(2) immediately prior to the transfer the acquiring person would hold, upon
exercise of the conversion rights of any Series C Preferred Stock it held
immediately prior to the transfer, more than 50 percent of the issued and
outstanding Common Stock and any series of voting preferred stock of the Company
or (3) the Company has stated in writing that it has no objection to such
transfer.

4. Liquidation or Dissolution. In the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the affairs of the Company, the
holders of the issued and outstanding Series C Preferred Stock shall be entitled
to receive for each share of Series C Preferred Stock, before any distribution
of the assets of the Company shall be made to the holders of any other class of
capital stock, except for holders of the Series A Convertible Preferred Stock
which shall have the rights and preferences set forth above, a dollar amount
equal to the Stated Value thereof plus all accrued and unpaid distributions
whether or not earned or declared thereon, without interest. After payments in
full have been made to all holders of any series of the issued and outstanding
preferred stock of the Company, or funds necessary for such payment shall have
been set aside in trust for the account of the holders of any series of the
issued and outstanding preferred stock of the Company, so as to be and continue
to be available


                                      -19-
<PAGE>   20


therefor, then, before any further distribution of the assets of the Company
shall be made, a dollar amount equal to that already distributed to the holders
of any series of the issued and outstanding preferred stock of the Company shall
be distributed pro-rata to the holders of the other issued and outstanding
classes of capital stock of the Company, subject to the rights of any other
class of capital stock set forth in the Certificate of Incorporation, as
amended, of the Company. After such payment shall have been made in full to the
holders of such other issued and outstanding capital stock, or funds necessary
for such payment shall have been set aside in trust for the account of the
holders of such other issued and outstanding capital stock so as to be and
continue to be available therefor, the holders of the issued and outstanding
Series C Preferred Stock shall be entitled to participate with the holders of
all other classes of issued and outstanding capital stock in the final
distribution of the remaining assets of the Company, and, subject to any rights
of any other class of capital stock set forth in the Certificate of
Incorporation, as amended, of the Company, the remaining assets of the Company
shall be divided and distributed ratably among the holders of both the Series C
Preferred Stock and the other capital stock then issued and outstanding
according to the proportion by which their respective record ownership of shares
of Common Stock Equivalents (as defined below in this paragraph) bears to the
total number of shares of Common Stock Equivalents then issued and outstanding.
"Common Stock Equivalents" shall mean all shares of Common Stock that are
outstanding plus all shares of Common Stock issuable upon conversion of Series A
Convertible Preferred Stock, Series B Convertible Preferred Stock or the Series
C Preferred Stock or any other series of convertible preferred stock of the
Company. If, upon such liquidation, dissolution, or winding up, the assets of
the Company distributable, as aforesaid, among the holders of any series of
preferred stock of the Company shall be insufficient to permit the payment to
them of said amount, the entire assets shall be distributed ratably among the
holders of any series of issued and outstanding preferred stock of the Company.
A consolidation or merger of the Company, a share exchange, a sale, lease,
exchange or transfer of all or substantially all of its assets as an entirety,
or any purchase or redemption of stock of the Company of any class, shall not be
regarded as a "liquidation, dissolution, or winding up of the affairs of the
Company" within the meaning of this paragraph 4.

         5.       Voting Rights and Board Representation

                  (a) Except as otherwise required by applicable law, the Series
C Preferred Stock shall not be entitled to vote on any matter.

                  (b) So long as there are at least 500,000 shares of Series C
Preferred Stock outstanding (which number shall be subject to proportional
adjustment to reflect any subdivisions, splits or reverse stock splits of the
Series C Preferred Stock) the holders of the Series C Preferred Stock voting
separately as a class shall be entitled, as such holders voting separately as a
class may determine, to elect one director to the Board of Directors or to
appoint one observer to the Board of Directors.

         6. Changes in Terms of Series C Preferred Stock. The terms of the
Series C Preferred Stock may not be amended, altered or repealed, and no class
of capital stock or


                                      -20-
<PAGE>   21


securities convertible into capital stock shall be authorized, including by way
of a merger, which has superior rights to the Series C Preferred Stock as to
distributions or liquidation, without the consent of the holders of at least
two-thirds of the outstanding shares of Series C Preferred Stock. This Section 6
shall in no way limit the Company's abilities to issue securities which are pari
passu with the Series C Preferred Stock.

         7. No Implied Limitations. Except as otherwise provided by express
provisions of this Certificate, nothing herein shall limit, by inference or
otherwise, the discretionary right of the Board of Directors to classify and
reclassify and issue any shares of Series C Preferred Stock and to fix or alter
all terms thereof to the full extent provided in the Certificate of
Incorporation, as amended, of the Company.

         8. General Provisions. In addition to the above provisions with respect
to the Series C Preferred Stock, such Series C Preferred Stock shall be subject
to, and entitled to the benefits of, the provisions set forth in the Company's
Certificate of Incorporation, as amended, of the Company with respect to
preferred stock generally but not with respect any series of preferred stock in
particular.

         9. Notices. All notices required or permitted to be given by the
Company with respect to the Series C Preferred Stock shall be in writing, and if
delivered by first class United States mail, postage prepaid, or by overnight
delivery service, to the holders of the Series C Preferred Stock at their last
addresses as they shall appear upon the books of the Company, shall be
conclusively presumed to have been duly given, whether or not the stockholder
actually receives such notice; provided, however, that failure to duly give such
notice by mail, or any defect in such notice, to the holders of any stock
designated for redemption, shall not affect the validity of the proceedings for
the redemption of any other shares of Series C Preferred Stock.

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

                  (a) (1) The business and affairs of the Corporation shall be
managed under the direction of a Board of Directors, consisting of not less than
three nor more than twelve Directors, the number of which shall be determined
from time to time by resolution adopted by affirmative of a majority of
Directors then in office. The Directors shall be classified with respect to the
time for which they shall severally hold office by dividing them into three
classes, Class I, Class II and Class III, each consisting as nearly as possible
of one-third of the whole number of the Board of Directors. All Directors shall
hold office until their successors are chosen and qualified, or until their
earlier death, resignation, disqualification or removal. At the first election
of Directors following adoption of this provision by the stockholders of the
Corporation, Class I Directors shall be elected for a term of one year; Class II
Directors shall be elected for a term of two years; and Class III Directors
shall be elected for a term of three years; and at each annual election
thereafter, successors to the Directors whose terms shall expire that year shall
be elected to hold office for a term of three years, so that the term of office
of one class of Directors shall expire in each year. Any vacancy on the Board of
Directors that results


                                      -21-
<PAGE>   22


from an increase in the number of Directors may be filled by the affirmative
vote of a majority of the Directors then in office, and any other vacancy on the
Board of Directors may be filled by the affirmative vote of a majority of the
Directors then in office, although less than a quorum, or by a sole remaining
Director. Any Director elected to fill a vacancy not resulting from an increase
in the number of Directors shall serve for a term equivalent to the remaining
unserved portion of the term of such newly elected Director's predecessor.

                  Notwithstanding the foregoing, whenever the holders of any one
or more classes or series of preferred stock issued by the Corporation shall
have the right, voting separately by class or series, to elect Directors at an
annual or special meeting of stockholders, the election, term of office, filling
of vacancies and other features of such directorships shall be governed by the
terms of the Certificate of Incorporation applicable thereto, and such Directors
shall not be divided into classes pursuant to this Article FIFTH (a)(1) unless
expressly provided by such terms.

                  (2) Resignation or Removal of Directors. Any director or the
entire Board of Directors may be removed for "Cause," as hereinafter defined, by
the holders of a majority of the stock issued and outstanding and entitled to
vote at an election of directors; provided, however, that the directors elected
by a particular class of stockholders may be removed only by the vote of the
holders of a majority of the shares of such class. No director may be removed
without "Cause" by vote of the stockholders. Any director may resign at any time
by delivering a resignation in writing to the principal executive officer or the
secretary or to a meeting of the Board of Directors. Such resignation shall be
effective upon receipt unless specified to be effective at some other time; and
without in either case the necessity of its being accepted unless the
resignation shall so state. No director resigning and (except where a right to
receive compensation shall be expressly provided in a duly authorized written
agreement with the Corporation) no director removed shall have any right to
receive compensation as such director for any period following the director's
resignation or removal, or any right to damages on account of such removal,
whether the director's compensation be by the month or by the year or otherwise;
unless in the case of a resignation, the directors, or in the case of removal,
the body acting on the removal, shall in their or its discretion provide for
compensation. For purposes of this Section 4.16, "Cause" means:

                           (A) willful and continued material failure, refusal
or inability to perform one's duties to the Corporation or the willful engaging
in gross misconduct materially and demonstrably damaging to the Corporation; or

                           (B) conviction for any crime involving moral
turpitude or any other illegal act that materially and adversely reflects upon
the business, affairs or reputation of the Company or on one's ability to
perform one's duties to the Corporation.

                  (3) Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of such holders and may not be effected by any consent in
writing by such


                                      -22-
<PAGE>   23


holders. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by law or by this Certificate of Incorporation, may
be called by the Chairman of the Board of Directors or the President and shall
be called by the President or Secretary at the request in writing of a majority
of the Board of Directors. Such request shall state the purpose or purposes of
the proposed meeting and business to be transacted at any special meeting of the
stockholders.

                  (4) No amendment to the Certificate of Incorporation of the
Corporation shall amend, alter, or repeal any of the provisions of this Article
FIFTH (a) unless the amendment effecting such amendment, alteration or repeal
shall receive the affirmative vote of or consent of the holders of seventy-five
percent (75%) of all shares of stock of the Corporation entitled to vote at a
meeting of stockholders held for the purpose of voting on such amendment,
considered for the purposes of this Article FIFTH as one class; provided that
this paragraph FIFTH (a)(4) shall not apply to, and such seventy-five percent
(75%) vote shall not be required for, any such amendment recommended to the
stockholders pursuant to a resolution of the Board of Directors approved by
two-thirds of the Continuing Directors. For purposes of this paragraph FIFTH
(a)(4), a "Continuing Director" shall mean any Director of the Corporation who
is or becomes a Director on the date that this Article FIFTH is first adopted by
the Corporation's stockholders or any Director elected by a majority of the
Continuing Directors then in office to succeed any Director or to fill any
vacancy on the Board of Directors whether resulting from an increase in the
number of Directors or otherwise.

         (b) Subject to any applicable requirements of law, the books of the
Corporation may be kept outside the State of Delaware at such locations as may
be designated by the Board of Directors or in the By-Laws of the Corporation.

         (c) The Board of Directors may from time to time determine whether, to
what extent, at what times and places and under what conditions and regulations
the accounts, books and records of the Corporation, or any of them, shall be
open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any account, book or document of the Corporation except as and
to the extent expressly provided by law or expressly authorized by resolution of
the Board of Directors.

         (d) Except as provided to the contrary in the provisions establishing a
class of stock, the number of authorized shares of such class may be increased
or decreased (but not below the number of shares thereof then outstanding) by
the affirmative vote of a majority of the stock of the Corporation entitled to
vote, voting as a single class.

         (e) In addition to the powers and authority herein or by law expressly
conferred upon them, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the laws of the State
of Delaware, this Certificate of Incorporation and any By-Laws adopted by the
stockholders; provided, however, that no


                                      -23-
<PAGE>   24


By-Laws hereafter adopted by the stockholders shall invalidate any prior act of
the directors which would have been valid if such By-Laws had not been adopted.

SIXTH: The following provisions shall apply with respect to the indemnification
of, and advancement of expenses to, certain parties as set forth below:

A.       INDEMNIFICATION.

         1. Proceedings Other than by or in the Right of the Corporation. The
Corporation shall indemnify each person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation), by reason of the fact that
such person is or was, or has agreed to become, a director or officer of the
Corporation, or is or was serving or has agreed to serve, at the request of the
Corporation, as a director, officer or trustee of, or in a similar capacity
with, another corporation (including any partially or wholly owned subsidiary of
the Corporation), partnership, joint venture, trust or other enterprise
(including any employee benefit plan) (each of such persons being referred to as
an "Indemnitee"), or by reason of any action alleged to have been taken or
omitted in such capacity, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the Indemnitee or on the Indemnitee's behalf in connection with such action,
suit or proceeding and any appeal therefrom, if (A) the Indemnitee acted in good
faith and in a manner the Indemnitee reasonably believed to be in, or not
opposed to, the best interests of the Corporation and (B) with respect to any
criminal action or proceeding, the Indemnitee had no reasonable cause to believe
the Indemnitee's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the Indemnitee did not act in good faith, did not act in a manner that the
Indemnitee reasonably believed to be in, or not opposed to, the best interests
of the Corporation or, with respect to any criminal action or proceeding, did
not have reasonable cause to believe that the Indemnitee's conduct was unlawful.
Notwithstanding anything to the contrary in this Article SIXTH, except as set
forth in Section C.2. of this Article SIXTH, the Corporation shall not indemnify
an Indemnitee seeking indemnification in connection with a proceeding (or part
thereof) initiated by the Indemnitee unless the initiation thereof was approved
by the Board of Directors of the Corporation.

         2. Proceedings by or in the Right of the Corporation. The Corporation
shall indemnify any Indemnitee who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in the Corporation's favor by
reason of the fact that the Indemnitee is or was, or has agreed to become, a
director or officer of the Corporation, or is or was serving as a director,
officer or trustee of, or in a similar capacity with, another corporation
(including any partially or wholly owned subsidiary of the Corporation),
partnership, joint venture, trust or other enterprise (including any employee
benefit plan), or by reason of any action alleged to have been taken or omitted
in such capacity, against


                                      -24-
<PAGE>   25


all expenses (including attorneys' fees) and amounts paid in settlement actually
and reasonably incurred by the Indemnitee or on the Indemnitee's behalf in
connection with such action, suit or proceeding and any appeal therefrom, if the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
except that no indemnification shall be made in respect of any claim, issue or
matter as to which the Indemnitee shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery of Delaware
shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, the Indemnitee is
fairly and reasonably entitled to indemnity for such expenses (including
attorneys' fees) that the Court of Chancery of the State of Delaware shall deem
proper.

         3. Expenses of Successful Indemnitee. Notwithstanding any other
provision of this Article SIXTH, to the extent that an Indemnitee has been
successful, on the merits or otherwise (including a disposition without
prejudice), in defense of any action, suit or proceeding referred to in Section
A.1. or 2. of this Article SIXTH, or in defense of any claim, issue or matter
therein, or on appeal from any such action, suit or proceeding, the Indemnitee
shall be indemnified against all expenses (including attorneys' fees) actually
and reasonably incurred by the Indemnitee or on the Indemnitee's behalf in
connection therewith. Without limiting the foregoing, if any action, suit or
proceeding is disposed of, on the merits or otherwise (including a disposition
without prejudice), without (A) the disposition being adverse to the Indemnitee,
(B) an adjudication that the Indemnitee was liable to the Corporation, (C) a
plea of guilty or nolo contendere by the Indemnitee, (D) an adjudication that
the Indemnitee did not act in good faith and in a manner the Indemnitee
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and (E) with respect to any criminal proceeding, an adjudication
that the Indemnitee had reasonable cause to believe the Indemnitee's conduct was
unlawful, the Indemnitee shall be considered for the purposes hereof to have
been wholly successful with respect thereto.

         4. Partial Indemnification. If any Indemnitee is entitled under any
provision of this Section A. to indemnification by the Corporation for a
portion, but not all, of the expenses (including attorneys' fees), judgments,
fines or amounts paid in settlement actually and reasonably incurred by the
Indemnitee or on the Indemnitee's behalf in any appeal therefrom, the
Corporation shall indemnify the Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which the Indemnitee is entitled.

B.       ADVANCEMENT OF EXPENSES.

         Subject to Section C.2. of this Article SIXTH, in the event that the
Corporation does not assume a defense pursuant to Section C.1. of this Article
SIXTH of any action, suit, proceeding or investigation of which the Corporation
receives notice under this Article SIXTH, any expenses (including attorneys'
fees) incurred by an Indemnitee in defending a civil or criminal action, suit,
proceeding or investigation or any appeal therefrom shall be paid by the
Corporation in advance of the final disposition of such


                                      -25-
<PAGE>   26


matter; provided, however, that the payment of such expenses incurred by an
Indemnitee in advance of the final deposition of such matter shall be made only
upon receipt of an undertaking by or on behalf of the Indemnitee to repay all
amounts so advanced in the event that it shall ultimately be determined that the
Indemnitee is not entitled to be indemnified by the Corporation as authorized in
this Article SIXTH. Any such undertaking by an Indemnitee shall be accepted
without reference to the financial ability of the Indemnitee to make such
repayment.

C.       PROCEDURES.

         1. Notification and Defense of Claim. As a condition precedent to any
Indemnitee's right to be indemnified, the Indemnitee must promptly notify the
Corporation in writing of any action, suit, proceeding or investigation
involving the Indemnitee for which indemnity will or may be sought. With respect
to any action, suit, proceeding or investigation of which the Corporation is so
notified, the Corporation will be entitled to participate therein at its own
expense and/or to assume the defense thereof at its own expense, with legal
counsel reasonably acceptable to the Indemnitee; provided that the Corporation
shall not be entitled, without the consent of the Indemnitee, to assume the
defense of any claim brought by or in the right of the Corporation or as to
which counsel for the Indemnitee shall have reasonably concluded that there may
be a conflict of interest or position on any significant issue between the
Corporation and the Indemnitee in the conduct of the defense of such claim.
After notice from the Corporation to the Indemnitee of its election so to assume
such defense, the Corporation shall not be liable to the Indemnitee for any
legal or other expenses subsequently incurred by the Indemnitee in connection
with such claim, other than as provided in this Section C.1. The Indemnitee
shall have the right to employ the Indemnitee's own counsel in connection with
such claim, but the fees and expenses of such counsel incurred after notice from
the Corporation of its assumption of the defense thereof shall be at the expense
of the Indemnitee unless (A) the employment of counsel by the Indemnitee has
been authorized by the Corporation, (B) counsel to the Indemnitee has reasonably
concluded that there may be a conflict of interest or position on any
significant issue between the Corporation and the Indemnitee in the conduct of
the defense of such action or (C) the Corporation has not in fact employed
counsel to assume the defense of such action, in each of which cases the fees
and expenses of counsel for the Indemnitee shall be at the expense of the
Corporation except as otherwise expressly provided by this Article SIXTH.

         2. Requests and Payment. In order to obtain indemnification or
advancement of expenses pursuant to this Article SIXTH, an Indemnitee shall
submit to the Corporation a written request therefor, which request shall
include documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of expenses. Any
such indemnification or advancement of expenses shall be made promptly, and in
any event within sixty days after receipt by the Corporation of the written
request of the Indemnitee, unless with respect to requests under Section A.1.,
A.2. or B. of this Article SIXTH, the Corporation determines, by clear and
convincing


                                      -26-
<PAGE>   27


evidence, within such sixty-day period, that any Indemnitee did not meet the
applicable standard of conduct set forth in Section A.1. or A.2. of this Article
SIXTH. Such determination shall be made in each instance by (A) a majority vote
of the directors of the Corporation consisting of persons who are not at that
time parties to the action, suit or proceeding in question ("disinterested
directors"), even though less than a quorum, (B) a majority vote of a quorum of
the outstanding shares of capital stock of all classes entitled to vote for
directors, which quorum shall consist of stockholders who are not at that time
parties to the action, suit, proceeding or investigation in question, (C)
independent legal counsel (who may be regular legal counsel to the Corporation),
or (D) a court of competent jurisdiction.

         3. Remedies. The right of an Indemnitee to indemnification or
advancement of expenses pursuant to this Article SIXTH shall be enforceable by
the Indemnitee in any court of competent jurisdiction if the Corporation denies,
in whole or in part, a request of an Indemnitee in accordance with the preceding
Paragraph 2. or if no disposition thereof is made within the sixty-day period
referred to in the preceding Paragraph 2. Unless otherwise provided by law, the
burden of proving that an Indemnitee is not entitled to indemnification or
advancement of expenses pursuant to this Article SIXTH shall be on the
Corporation. Neither the failure of the Corporation to have made a determination
prior to the commencement of such action that indemnification is proper in the
circumstances because the Indemnitee has met any applicable standard of conduct,
nor an actual determination by the Corporation pursuant to the preceding Section
C.2. that the Indemnitee has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that the Indemnitee has not
met the applicable standard of conduct. The Indemnitee's expenses (including
attorneys' fees) incurred in connection with successfully establishing the
Indemnitee's right to indemnification, in whole or in part, in any such
proceeding shall also be indemnified by the Corporation.

D.       RIGHTS NOT EXCLUSIVE.

         The right of an Indemnitee to indemnification and advancement of
expenses pursuant to this Article SIXTH shall not be deemed exclusive of any
other rights to which the Indemnitee may be entitled under any law (common or
statutory), agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in the Indemnitee's official capacity and as to
action in any other capacity while holding office for the Corporation, and shall
continue as to an Indemnitee who has ceased to serve in the capacity with
respect to which the Indemnitee's right to indemnification or advancement of
expenses accrued, and shall inure to the benefit of the estate, heirs, executors
and administrators of the Indemnitee. Nothing contained in this Article SIXTH
shall be deemed to prohibit, and the Corporation is specifically authorized to
enter into, agreements with officers and directors providing indemnification
rights and procedures supplemental to those set forth in this Article SIXTH. The
Corporation may, to the extent authorized from time to time by its Board of
Directors, grant indemnification rights to other employees or agents of the
Corporation or other persons serving the Corporation and such rights may be
equivalent to, or greater or less than, those set forth in this Article SIXTH.
In addition, the Corporation may purchase and maintain


                                      -27-
<PAGE>   28


insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation (including any partially or
wholly owned subsidiary of the Corporation), partnership, joint venture, trust
or other enterprise (including any employee benefit plan) against any expense,
liability or loss incurred by such a person in any such capacity, or arising out
of such person's status as such, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
General Corporation Law of the State of Delaware.

E.       SUBSEQUENT EVENTS.

         1. Amendments of Article or Law. No amendment, termination or repeal of
this Article SIXTH or of any relevant provisions of the General Corporation Law
of the State of Delaware or any other applicable law shall affect or diminish in
any way the rights of any Indemnitee to indemnification under the provisions of
this Article SIXTH with respect to any action, suit, proceeding or investigation
arising out of or relating to any actions, transactions or facts occurring prior
to the effective date of such amendment, termination or repeal. If the General
Corporation Law of the State of Delaware is amended after adoption of this
Article SIXTH to expand further the indemnification permitted to any Indemnitee,
then the Corporation shall indemnify the Indemnitee to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended, without the need for any further action with respect to this Article
SIXTH.

         2. Merger or Consolidation. If the Corporation is merged into or
consolidated with another corporation and the Corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
Corporation under this Article SIXTH with respect to any action, suit,
proceeding or investigation arising out of or relating to any actions,
transactions or factors occurring prior to the date of such merger or
consolidation.

F.       INVALIDATION.

         If any or all of the provisions of this Article SIXTH shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
Corporation, to the fullest extent permitted by any applicable provision of this
Article SIXTH that shall not have been invalidated and to the fullest extent
permitted by the General Corporation Law of the State of Delaware or any other
applicable law.

G.       DEFINITIONS.

         Unless defined elsewhere in this Amended and Restated Certificate of
Incorporation, any term used in this Article SIXTH and defined in Section 145(h)
or (i) of the General Corporation Law of the State of Delaware shall have the
meaning ascribed to such term in such Section.


                                      -28-
<PAGE>   29


SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

EIGHTH: No director of the Corporation shall be personally liable to the
Corporation or to any of its stockholders for monetary damages arising out of
such director's breach of fiduciary duty as a director of the Corporation,
except to the extent that the elimination or limitation of such liability is not
permitted by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended. No amendment to or repeal of this ARTICLE
EIGHTH shall apply to or have any effect on the liability or alleged liability
of any director of the Corporation for or with respect to any acts or omissions
of the director occurring prior to such amendment or repeal.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by statute and this Certificate of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation. Notwithstanding the foregoing, any other provision of law, this
Certificate of Incorporation or the By-Laws, and notwithstanding the fact that a
lesser percentage may be specified by law, the affirmative vote of the holders
of at least seventy-five percent (75%) of the shares of capital stock of the
corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, Article FIFTH or
Article NINTH of this Certificate of Incorporation.


                                      -29-
<PAGE>   30

         IN WITNESS WHEREOF, the undersigned has executed, signed, and
acknowledged this Amended and Restated Certificate of Incorporation this 11th
day of November, 1999.


                                           /s/  Kevin High
                                           ------------------------------------
                                           Name: Kevin High
                                           Title: President

ATTEST:

/s/  Krista Michael
----------------------------
Name: Krista Michael
Title: Secretary


                                      -30-

