                                                                    EXHIBIT 3(i)
                                    RESTATED
                          CERTIFICATE OF INCORPORATION

                                       FOR

                                  CENUCO, INC.

         Pursuant to Section 245 of the General Corporation Law of the State of
Delaware, the undersigned officer of Cenuco, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), originally incorporated by filing of a Certificate of
Incorporation with the Secretary of State of the State of Delaware on April 19,
1988 under the name ALLURISTICS INC., in accordance with the provisions of
Section 103 thereof, DOES HEREBY CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors by
Section 245 of the General Corporation Law of the State of Delaware, the Board
of Directors on May 20, 2005 duly adopted, without a vote of the stockholders of
the Corporation, this Restated Certificate of Incorporation that restates and
integrates and does not further amend the provisions of the Corporation's
certificate of incorporation as heretofore amended or supplemented and does not
contain any discrepancy between those provisions and the provisions of the
Restated Certificate of Incorporation:

                                    ARTICLE I
                                      NAME

         The name of the Corporation is Cenuco, Inc.

                                   ARTICLE II
                     REGISTERED OFFICE AND REGISTERED AGENT

         The address of this Corporation's registered office in the State of
Delaware is in care of The Corporation Trust Company, 1209 Orange Street, in the
City of Wilmington and County of New Castle. The name of the registered agent is
The Corporation Trust Company.

                                   ARTICLE III
                                    PURPOSES

         The purposes for which this Corporation is organized are to conduct any
type of business endeavor which is legal pursuant to the laws of the State of
Delaware.

                                   ARTICLE IV
                                 SHARES OF STOCK

         The total number of shares of stock which the Corporation shall have
the authority to issue is Twenty Five Million (25,000,000) shares of Common
Stock with a par value of $.001 per share and One Million (1,000,000) shares of
Preferred Stock with a par value of $.001 per share. Series of Preferred Stock
may be created and issued from time to time, with such designations,
preferences, conversion rights, cumulative, relative, participating, optional or
other


<PAGE>

rights, including voting rights, qualification, limitations or restrictions
thereof as shall be stated and expressed in the resolution or resolutions
providing for the creation and issuance of such series of Preferred stock as
adopted by the Board of Directors pursuant to the authority in this paragraph
given.

         A series of Preferred Stock of the Corporation is hereby created from
the authorized shares of Preferred Stock. The designation and amount thereof and
the voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as set forth in Exhibit A attached hereto.

                                    ARTICLE V
                                    DURATION

         The period of duration for this Corporation shall be perpetual.

                                   ARTICLE VI
                             SHAREHOLDERS' MEETINGS

         Meetings of shareholders of this Corporation may be held within or
without the State of Delaware, as provided in the Bylaws.

                                   ARTICLE VII
                                   AMENDMENTS

         The Corporation reserves the right to amend, alter or change or repeal
any provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed by the Delaware statutes, and all rights conferred upon
shareholders are granted subject to this reservation.

                                  ARTICLE VIII
                                 INDEMNIFICATION

         The Corporation shall indemnify to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law, as may be amended from time
to time, any director or officer of the Corporation who is a party or who is
threatened to be made a party to any proceeding which is a threatened, pending
or completed action or suit brought against said officer or director in his
official capacity. The Corporation shall not indemnify any director or officer
in any action or suit, threatened, pending or completed, brought by him against
the Corporation, in the event the officer or director is not the prevailing
party. Indemnification of any other persons, such as employees or agents of the
Corporation, or serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be determined in the sole and absolute
discretion of the Board of Directors of the Corporation.

                                       -2-
<PAGE>

         IN WITNESS WHEREOF, Cenuco, Inc. has caused this Restated Certificate
of Incorporation to be signed by Joseph A. Falsetti, its President, this 20th
day of May, 2005.

                                             CENUCO, INC.

                                             By: /s/ Joseph A. Falsetti
                                                ------------------------
                                                      Joseph A. Falsetti
                                                      President

                                       -3-
<PAGE>
                                                                       EXHIBIT A

                       DESIGNATION, PREFERENCES AND RIGHTS
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" and the number of
shares constituting such series shall be 2,553.6746.

         Section 2. Dividends and Distributions.

                  (A) The holders of shares of Series A Junior Participating
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the last day of March, June, September and December
in each year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on March 31, 2006, in an amount per share equal to
$0.001.

                  (B) In addition to all dividends payable pursuant to Paragraph
(A) above, the Corporation shall declare a dividend or distribution on the
Series A Junior Participating Preferred Stock in an amount per share equal to
the product of the then effective Conversion Number (as defined in Section 8(A))
times the aggregate per share amount of all cash dividends, and the then
effective Conversion Number times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock,
par value $0.001 per share, of the Corporation (the "Common Stock") immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock) and any such dividend shall be paid
to holders of shares of Series A Junior Participating Preferred Stock on or
prior to the date of payment with respect to shares of Common Stock.

                  (C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive payment of a
dividend

                                       A-1
<PAGE>

or distribution declared thereon, which record date shall be no more than thirty
(30) days prior to the date fixed for the payment thereof.

         Section 3. Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

                  (A) Each share of Series A Junior Participating Preferred
Stock shall entitle the holder thereof to a number of votes on all matters
submitted to a vote of the holders of Common Stock equal to the product of the
Conversion Number times the number of votes to which each share of Common Stock
shall entitle the holder thereof; provided, however, that except as may be
required by law, the holders of shares of Series A Junior Participating
Preferred Stock shall not be entitled to any voting rights on any matters
relating primarily or exclusively to the Merger Agreement (as hereinafter
defined) and the transactions contemplated thereby presented before or at any
duly convened meeting of the stockholders of the Corporation called for the
primary purpose of approving the issuance of shares of Common Stock of the
Corporation in connection with that certain Merger Agreement, dated as of March
16, 2005, as amended, by and among the Corporation, Hermes Holding Company, Inc.
and Hermes Acquisition Company I LLC (the "Merger Agreement").

                  (B) Except as otherwise provided herein (including Section
8(A)) or by law, the holders of shares of Series A Junior Participating
Preferred Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of stockholders of the Corporation.

                  (C)      (i)      If at any time dividends on any Series A
Junior Participating Preferred Stock shall be in arrears in an amount equal to
six (6) quarterly dividends thereon, the occurrence of such contingency shall
mark the beginning of a period (herein called a "default period") which shall
extend until such time when all accrued and unpaid dividends for all previous
quarterly dividend periods and for the current quarterly dividend period on all
shares of Series A Junior Participating Preferred Stock then outstanding shall
have been declared and paid or set apart for payment. During each default
period, all holders of Preferred Stock (including holders of the Series A Junior
Participating Preferred Stock) with dividends in arrears in an amount equal to
six (6) quarterly dividends thereon, voting as a class, irrespective of series,
shall have the right to elect two (2) Directors.

                           (ii)     During any default period, such voting right
of the holders of Series A Junior Participating Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii) of this
Section 3(C) or at any annual meeting of stockholders, and thereafter at annual
meetings of stockholders, provided that such voting right shall not be exercised
unless the holders of ten percent (10%) in number of shares of Preferred Stock
outstanding shall be present in person or by proxy. The absence of a quorum of
the holders of Common Stock shall not affect the exercise by the holders of
Preferred Stock of such voting right. At any meeting at which the holders of
Preferred Stock shall exercise such voting right initially during an existing
default period, they shall have the right, voting as a class, to elect Directors
to fill such vacancies, if any, in the Board of Directors as may then exist up
to two (2) Directors or, if such right is exercised at an annual meeting, to
elect two (2) Directors. If the number which may be so elected at any special
meeting does not amount to the required

                                       A-2
<PAGE>

number, the holders of the Preferred Stock shall have the right to make such
increase in the number of Directors as shall be necessary to permit the election
by them of the required number. After the holders of the Preferred Stock shall
have exercised their right to elect Directors in any default period and during
the continuance of such period, the number of Directors shall not be increased
or decreased except by vote of the holders of Preferred Stock as herein provided
or pursuant to the rights of any equity securities ranking senior to or pari
passu with the Series A Junior Participating Preferred Stock.

                           (iii)    Unless the holders of Preferred Stock shall,
during an existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any stockholder or
stockholders owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding, irrespective of series,
may request, the calling of a special meeting of the holders of Preferred Stock,
which meeting shall thereupon be called by the President, a Vice-President or
the Secretary of the Corporation. Notice of such meeting and of any annual
meeting at which holders of Preferred Stock are entitled to vote pursuant to
this Paragraph (C)(iii) shall be given to each holder of record of Preferred
Stock by mailing a copy of such notice to such holder at such holder's last
address as the same appears on the books of the Corporation. Such meeting shall
be called for a time not earlier than twenty (20) days and not later than sixty
(60) days after such order or request, or in default of the calling of such
meeting within sixty (60) days after such order or request, such meeting may be
called on similar notice by any stockholder or stockholders owning in the
aggregate not less than ten percent (10%) of the total number of shares of
Preferred Stock outstanding. Notwithstanding the provisions of this Paragraph
(C)(iii), no such special meeting shall be called during the period within sixty
(60) days immediately preceding the date fixed for the next annual meeting of
the stockholders.

                           (iv)     In any default period, the holders of Common
Stock, and other classes of stock of the Corporation, if applicable, shall
continue to be entitled to elect the whole number of Directors until the holders
of Preferred Stock shall have exercised their right to elect two (2) Directors
voting as a class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in office until their
successors shall have been elected by such holders or until the expiration of
the default period, and (y) any vacancy in the Board of Directors may (except as
provided in Paragraph (C)(ii) of this Section 3) be filled by vote of a majority
of the remaining Directors theretofore elected by the holders of the class of
stock which elected the Director whose office shall have become vacant.
References in this Paragraph (C) to Directors elected by the holders of a
particular class of stock shall include Directors elected by such Directors to
fill vacancies as provided in clause (y) of the foregoing sentence.

                           (v)      Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock as a class to elect
Directors shall cease, (y) the term of any Directors elected by the holders of
Preferred Stock as a class shall terminate, and (z) the number of Directors
shall be such number as may be provided for in the Amended and Restated
Certificate of Incorporation, as amended, or By-laws of the Corporation
irrespective of any increase made pursuant to the provisions of Paragraph
(C)(ii) of this Section 3 (such number being subject, however, to change
thereafter in any manner provided by law or in the Amended and Restated
Certificate of Incorporation, as amended, or By-laws of the Corporation). Any

                                       A-3
<PAGE>

vacancies in the Board of Directors effected by the provisions of clauses (y)
and (z) in the preceding sentence may be filled by a majority of the remaining
Directors.

                  (D) Except as set forth herein, holders of Series A Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

         Section 4. Certain Restrictions.

                  (A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating Preferred Stock as
provided in Section 2 hereof are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on shares of
Series A Junior Participating Preferred Stock outstanding shall have been paid
in full, the Corporation shall not:

                           (i)      declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for consideration
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock;

                           (ii)     declare or pay dividends on or make any
other distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Junior Participating Preferred Stock, except dividends paid ratably on the
Series A Junior Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;

                           (iii)    redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A Junior
Participating Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A Junior
Participating Preferred Stock; or

                           (iv)     purchase or otherwise acquire for
consideration any shares of Series A Junior Participating Preferred Stock, or
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior Participating
Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.

                  (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the

                                       A-4
<PAGE>

Corporation could, under Paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.

         Section 5. Reacquired Shares. Shares of Series A Junior Participating
Preferred Stock that have been issued and reacquired in any manner, including
shares purchased, redeemed or converted, shall (upon compliance with any
applicable provisions of the General Corporation Law of the State of Delaware)
have the status of authorized and unissued shares of the class of Preferred
Stock undesignated as to series and may be redesignated and reissued as part of
any series of the Preferred Stock; provided, however, that no such issued and
reacquired shares of Series A Junior Participating Preferred Stock shall be
reissued or sold as Series A Junior Participating Preferred Stock.

         Section 6. Liquidation, Dissolution or Winding Up.

                  (A) Upon any liquidation (voluntary or otherwise), dissolution
or winding up of the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Series A Junior Participating
Preferred Stock shall have received an amount equal to $1,000 per share of
Series A Junior Participating Preferred Stock, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment (the "Series A Liquidation Preference"). Following the
payment of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Series A Liquidation
Preference by (ii) the then effective Conversion Number. Following the payment
of the full amount of the Series A Liquidation Preference and the Common
Adjustment in respect of all outstanding shares of Series A Junior Participating
Preferred Stock and Common Stock, respectively, holders of Series A Junior
Participating Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining assets to be
distributed such that each share of Series A Junior Participating Preferred
Stock receives an amount that is equal to the product of (x) the then effective
Conversion Number and (y) the amount that is distributed with respect to each
share of the Common Stock.

                           (B)      In the event, however, that there are not
sufficient assets available to permit payment in full of the Series A
Liquidation Preference and the liquidation preferences of all other series of
Preferred Stock, if any, that rank on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior Participating
Preferred Stock, then such remaining assets shall be distributed ratably to the
holders of such parity shares in proportion to their respective liquidation
preferences. In the event that after payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of Preferred
Stock, if any, there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.

                                       A-5
<PAGE>

         Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property (other than the transactions
contemplated by the Merger Agreement (as defined in Section 3(A))), then in any
such case the shares of Series A Junior Participating Preferred Stock shall at
the same time be similarly exchanged or changed in an amount per share equal to
the then effective Conversion Number times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.

         Section 8. Conversion.

                  (A) Automatic Conversion. Each share of Series A Junior
Participating Preferred Stock shall be automatically converted, without the
payment of any additional consideration by the holder thereof, into a number of
shares of Common Stock equal to the then effective Conversion Number immediately
upon the approval of resolutions authorizing (x) an amendment to the
Corporation's Amended and Restated Certificate of Incorporation, as amended,
increasing the authorized shares of the Common Stock to such number as, at a
minimum, would permit the conversion of all the shares of the Series A Junior
Participating Preferred Stock and any other shares of Common Stock that may be
issued in connection with the consummation of the transactions contemplated by
that certain Plan of Merger, dated as of May 20, 2005, between Hermes Holding
Company, Inc. and Hermes Acquisition Company I LLC and (y) the issuance by the
Corporation of the shares of Common Stock upon conversion of all of the shares
of the Series A Junior Participating Preferred Stock, by vote of the holders of
shares of Common Stock, voting as a single class (without the vote of holders of
shares of the Series A Junior Participating Preferred Stock), representing a
majority of the votes cast on such resolution at a duly convened meeting of the
stockholders of the Company. The term "Conversion Number" means the number of
shares of Common Stock that shall be deliverable upon conversion of each share
of Series A Junior Participating Preferred Stock, without the payment of any
additional consideration by the holders of Series A Junior Participating
Preferred Stock, and shall be equal to ten thousand (10,000), subject adjustment
as hereinafter provided.

                  (B) Mechanics of Conversion. Upon the occurrence of the event
specified in Paragraph (A) of this Section 8, the Series A Junior Participating
Preferred Stock shall be converted into a number of shares of Common Stock equal
to the then effective Conversion Number automatically and without any further
action by the holders of such shares and whether or not the certificates
representing such shares are surrendered to the Corporation or its transfer
agent; provided, however, that all holders of shares of Series A Junior
Participating Preferred Stock shall be given written notice of the occurrence of
the event specified in Paragraph (A) of this Section 8, including the date such
event occurred (the "Mandatory Conversion Date"), and the Corporation shall not
be obligated to issue certificates evidencing the shares of Common Stock
issuable upon such conversion unless certificates evidencing such shares of the
Series A Junior Participating Preferred Stock being converted are either
delivered to the Corporation or its transfer agent, or the holder notifies the
Corporation or any 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,
but without the need to provide any indemnity bond. On the Mandatory Conversion
Date, all rights with respect

                                       A-6
<PAGE>

to the Series A Junior Participating Preferred Stock so converted, including the
rights, if any, to receive notices and vote, 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 A Junior Participating Preferred Stock has
been converted, together with cash in an amount equal to all dividends declared
but unpaid on, and any and all other amounts owing with respect to, the shares
of Series A Junior Participating Preferred Stock converted to and including the
time of conversion. Upon the automatic conversion of the Series A Junior
Participating Preferred Stock, the holders of such Series A Junior Participating
Preferred Stock shall surrender the certificates representing such shares at the
office of the Corporation or of its transfer agent. If so required by the
Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by written instrument or instruments of transfer, in form
satisfactory to the Corporation, 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 A Junior Participating Preferred Stock
surrendered were convertible on the date on which such automatic conversion
occurred, together with cash in an amount equal to all dividends declared but
unpaid on, and any and all other amounts owing with respect to, the shares of
Series A Junior Participating Preferred Stock converted to and including the
time of conversion. No fractional share of Common Stock shall be issued upon
automatic conversion of the Series A Junior Participating 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 then
effective Fair Market Value of the Common Stock (as defined in Section 8(J)).

                  (C) Adjustments to Conversion Number for Diluting Issues.

                           (i)      Options and Convertible Securities. For
purposes of this Section 8(C), the following definitions shall apply:

                                    (a)      "Option" shall mean rights, options
or warrants to subscribe for, purchase or otherwise acquire either Common Stock
or Convertible Securities.

                                    (b)      "Original Issue Date" shall mean
May 20, 2005, the first date on which a share of Series A Junior Participating
Preferred Stock was issued.

                                    (c)      "Convertible Securities" shall mean
any evidences of indebtedness, shares of capital stock (other than Common Stock)
or other securities directly or indirectly convertible into or exchangeable for
Common Stock.

                                    (d)      "Additional Shares of Common Stock"
shall mean all shares of Common Stock issued by the Corporation as a consequence
of the exercise of any Option outstanding on the Original Issue Date or the
conversion or exchange of any Convertible Securities outstanding on the Original
Issue Date.

                           (ii)     Stock Dividends, Stock Distributions and
Subdivisions. In the event the Corporation at any time or from time to time
after the Original Issue Date shall declare

                                       A-7
<PAGE>

or pay any dividend or make any other distribution on the Common Stock or the
Preferred Stock payable in Common Stock, Options or Convertible Securities or
effect a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in Common Stock),
then and in any such event, Additional Shares of Common Stock shall be deemed to
have been issued:

                                    (a)      in the case of any such dividend or
distribution, immediately after the close of business on the record date for the
determination of holders of any class of securities entitled to receive such
dividend or distribution; provided, however, that if such record date shall have
been fixed and no part of such dividend shall have been paid on the date fixed
therefor, the adjustment previously made in the Conversion Number that became
effective on such record date shall be cancelled as of the close of business on
such record date, and thereafter the Conversion Number shall be adjusted
pursuant to this Section 8(C)(ii) as of the time of actual payment of such
dividend; or

                                    (b)      in the case of any such
subdivision, at the close of business on the date immediately prior to the date
upon which such corporate action becomes effective.

                           (iii)    Adjustment of Conversion Number Upon
Issuance of Additional Shares of Common Stock. In the event that at any time or
from time to time after the Original Issue Date, the Corporation shall issue
Additional Shares of Common Stock (including Additional Shares of Common Stock
deemed to be issued pursuant to Section 8(C)(i)(d) but excluding Additional
Shares of Common Stock deemed to be issued pursuant to Section 8(C)(ii), which
event is dealt with in Section 8(C)(iv)(a)), then and in such event, such
Conversion Number shall be increased, concurrently with such issue, to a number
(calculated to the nearest one hundred thousandth) determined in accordance with
the following formula:

                  CN =     N1 + 1.8571429 (Q1 / Q2)

         where:

                  CN =     New Conversion Number.

                  N1 =     Conversion Number of Series A Junior Participating
                           Preferred Stock in effect immediately prior to new
                           issue.

                  Q1 =     Number of Additional Shares of Common Stock issued or
                           deemed issued.

                  Q2 =     Number of shares of Series A Junior Participating
                           Preferred Stock outstanding at the time of the new
                           issue.

                           (iv)     Adjustment for Dividends, Distributions,
Subdivisions, Combinations or Consolidations of Common Stock.

                                       A-8
<PAGE>

                                    (a)      Stock Dividends, Distributions or
Subdivisions. In the event the Corporation shall be deemed to issue Additional
Shares of Common Stock pursuant to Section 8(C)(ii) in a stock dividend, stock
distribution or subdivision, the Conversion Number in effect immediately before
such deemed issuance shall, concurrently with the effectiveness of such deemed
issuance, be proportionately increased by (x) multiplying the Conversion Number
in effect immediately prior to such deemed issuance by (y) the number of shares
of Common Stock outstanding, or deemed to be Additional Shares of Common Stock
outstanding, immediately after such issuance and (z) dividing the product
thereof by the number of shares of Common Stock outstanding, or deemed to be
Additional Shares of Common Stock outstanding, immediately prior to such
issuance.

                                    (b)      Combinations or Consolidations. In
the event the outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser number of shares
of Common Stock, the Conversion Number in effect immediately prior to such
combination or consolidation shall, concurrently with the effectiveness of such
combination or consolidation, be proportionately decreased by (x) multiplying
the Conversion Number in effect immediately prior to such combination or
consolidation by (y) the number of shares of Common Stock outstanding, or deemed
to be Additional Shares of Common Stock outstanding, immediately after such
combination or consolidation and (z) dividing the product thereof by the number
of shares of Common Stock outstanding, or deemed to be Additional Shares of
Common Stock outstanding, immediately prior to such combination or
consolidation.

                  (D) Adjustment for Reclassification, Exchange, or
Substitution. In the event that at any time or from time to time after the
Original Issue Date, the Common Stock issuable upon the conversion of the Series
A Junior Participating Preferred Stock shall be changed into the same or a
different number of shares of any class or classes of stock, whether by capital
reorganization, reclassification, or otherwise (other than a subdivision or
combination of shares or stock dividend provided for in Paragraph (C)(iv) of
this Section 8, or a merger, consolidation, or sale of assets provided for in
Section 7), then and in each such event the holder of any shares or shares of
Series A Junior Participating Preferred Stock shall have the right thereafter to
convert such shares into the kind and amount of shares of stock and other
securities and property receivable upon such reorganization, reclassification,
or other change, by the holder of a number of shares of Common Stock equal to
the number of shares of Common Stock into which such shares of Series A Junior
Participating Preferred Stock might have been converted immediately prior to
such reorganization, reclassification, or change, all subject to further
adjustment as provided herein.

                  (E) No Impairment. The Corporation shall not, by amendment of
its Amended and Restated Certificate of Incorporation, as amended, or through
any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Corporation but shall at all times in good faith
assist in the carrying out of all the provisions of this Section 8 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of the holders of the Series A Junior Participating
Preferred Stock against impairment.

                                       A-9
<PAGE>

                  (F) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Number pursuant to this Section 8,
the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each affected
holder of Series A Junior Participating Preferred Stock a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. The Corporation shall, upon the
written request at any time of any affected holder of Series A Junior
Participating Preferred Stock, furnish or cause to be furnished to such holder a
like certificate setting forth (i) such adjustments and readjustments, (ii) the
Conversion Number at the time in effect, and (iii) the number of shares of
Common Stock and the amount, if any, of other property which at the time would
be received upon the conversion of each share of Series A Junior Participating
Preferred Stock.

                  (G) Notices of Record Date. In the event of any taking by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, the Corporation shall mail to each holder of
Series A Junior Participating Preferred Stock at least ten (10) days prior to
such record date a notice specifying the date on which any such record is to be
taken for the purpose of such dividend or distribution.

                  (H) Certain Taxes. The Corporation shall pay any issue or
transfer taxes payable in connection with the conversion of the Series A Junior
Participating Preferred Stock; provided, however, that the Corporation shall not
be required to pay any tax that may be payable in respect of any transfer to a
name other than that of the holder of the Series A Junior Participating
Preferred Stock.

                  (I) Closing of Books. The Corporation shall at no time close
its transfer books against the transfer of any Series A Junior Participating
Preferred Stock or of any shares of Common Stock issued or issuable upon the
conversion of any shares of Series A Junior Participating Preferred Stock in any
manner that interferes with the timely conversion or transfer of such Series A
Junior Participating Preferred Stock or Common Stock.

                  (J) Fair Market Value of the Common Stock. For the purpose of
any computation hereunder, the "Fair Market Value of the Common Stock" on any
date shall be deemed to be the average of the daily closing prices per share of
such Common Stock for the twenty (20) consecutive Trading Days (as such term is
hereinafter defined) immediately prior to such date; provided, however, that in
the event that the Fair Market Value of the Common Stock is determined during
any period following the announcement by the issuer of such Common Stock of (i)
a dividend or distribution on such Common Stock payable in such Common Stock or
securities convertible into such Common Stock or (ii) any subdivision,
combination or reclassification of such Common Stock, and prior to the
expiration of thirty (30) Trading Days after the ex-dividend date for such
dividend or distribution, or the record date for such subdivision, combination
or reclassification, then, and in each such case, the "Fair Market Value of the
Common Stock" shall be appropriately adjusted to reflect the current market
price per share of Common Stock equivalent. The closing price for each day shall
be the last sale price, regular way, or, in case no such sale takes place on
such day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the American
Stock

                                      A-10
<PAGE>

Exchange or, if the shares of Common Stock are not listed or admitted to trading
on the American Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the shares of Common Stock are listed or
admitted to trading or, if the shares of Common Stock are not listed or admitted
to trading on any national securities exchange, the last quoted price or, if not
so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by The Nasdaq Stock Market or such other
system then in use, or, if on any such date the shares of Common Stock are not
quoted by any such organization, the average of the closing bid and asked prices
as furnished by a professional market maker making a market in the shares of
Common Stock selected by the Board of Directors of the Corporation. If on any
such date no such market maker is making a market in the Common Stock, the Fair
Market Value of the Common Stock on such date as determined in good faith by the
Board of Directors of the Corporation shall be used. The term "Trading Day"
shall mean a day on which the principal national securities exchange on which
the shares of Common Stock are listed or admitted to trading is open for the
transaction of business or, if the shares of Common Stock are not listed or
admitted to trading on any national securities exchange, a day that banks in the
City of New York are open for business.

         Section 9. No Redemption. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.

         Section 10. Amendment. The Amended and Restated Certificate of
Incorporation, as amended, of the Corporation shall not be further amended in
any manner that would alter or change the powers, preferences or special rights
of the Series A Junior Participating Preferred Stock without the affirmative
vote of the holders of a majority or more of the outstanding shares of Series A
Junior Participating Preferred Stock, voting separately as a class.

         Section 11. Fractional Shares. Series A Junior Participating Preferred
Stock may be issued in fractions of a share that shall entitle the holder, in
proportion to such holders fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all other
rights of holders of Series A Junior Participating Preferred Stock.

         Section 12. Appraisal Rights. Holders of shares of Series A Junior
Participating Preferred Stock shall have the same appraisal rights pursuant to
Section 262 of the General Corporation Law of the State of Delaware as holders
of shares of Common Stock.

                                      A-11
