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                                                                     EXHIBIT 3.1










                           SIXTH AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                        AIRNET COMMUNICATIONS CORPORATION


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                                TABLE OF CONTENTS

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<S>                                                                                                  <C>
ARTICLE I.............................................................................................1

ARTICLE II............................................................................................1

ARTICLE III...........................................................................................1

ARTICLE IV............................................................................................1

A. CLASSES OF STOCK...................................................................................1
B. RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SERIES A PREFERRED STOCK,
SERIES B PREFERRED STOCK, SERIES C PREFERRED STOCK, SERIES D PREFERRED STOCK AND
COMMON STOCK..........................................................................................3
    1. Dividends......................................................................................3
        (a) Holders of Series A, Series B, Series C and Series D Preferred Stock......................3
        (b) Holders of Common Stock...................................................................5
    2. Liquidation....................................................................................5
        (a) Preference................................................................................5
        (b) Consolidation, Merger, etc................................................................6
        (c) Distributions to Holders of Common Stock..................................................8
        (d) Waiver of Liquidation Preference..........................................................8
    3. Conversion.....................................................................................8
        (a) Right to Convert..........................................................................8
            (i) Series A Preferred Stock..............................................................8
            (ii) Series B Preferred Stock.............................................................8
            (iii) Series C Preferred Stock............................................................9
            (iv) Series D Preferred Stock.............................................................9
        (b) Mechanics of Conversion..................................................................10
        (c) Adjustment for Stock Splits and Combinations.............................................11
        (d) Adjustment for Certain Dividends and Distributions.......................................11
        (e) Adjustments for Other Dividends and Distributions........................................12
        (f) Adjustment for Reclassification, Exchange or Substitution................................12
        (g) Adjustment for Merger or Reorganization, etc.............................................13
        (h) No Impairment............................................................................13
        (i) Certificate as to Adjustments............................................................13
        (j) Notice of Record Date....................................................................14
        (k) Notices..................................................................................15
        (l) Mandatory Conversion.....................................................................15
            (i) Mandatory Conversion Event...........................................................15
            (ii) Procedure for Mandatory Conversion..................................................15
        (m) Retirement and Cancellation of Shares....................................................16
    4. Voting Rights.................................................................................16
        (a) Holders of Series A Preferred Stock......................................................16
        (b) Holders of Series B Preferred Stock......................................................16
        (c) Holders of Series C Preferred Stock......................................................16
        (d) Holders of Series D Preferred Stock......................................................17
        (e) Protective Provisions....................................................................17
        (f) Protective Provisions for Series A Preferred Stock.......................................17
        (g) Protective Provisions for Series B Preferred Stock.......................................18
        (h) Protective Provisions for Series C Preferred Stock.......................................18
        (i) Protective Provisions for Series D Preferred Stock.......................................18
        (j) Election of Directors....................................................................19
        (k) Holders of Common Stock..................................................................20
        (l) Change in Authorized Shares of Common Stock..............................................20
    5. Pre-emptive Rights............................................................................20
        (a) Right to Purchase........................................................................20
        (b) "New Securities..........................................................................21
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<TABLE>
<S>                                                                                                  <C>
        (c) Procedure................................................................................21
        (d) Right of Corporation.....................................................................22
        (e) "Holder..................................................................................22
(f) WAIVER...........................................................................................22
        (g) Expiration...............................................................................22
C. RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SERIES E PREFERRED STOCK,
SERIES F PREFERRED STOCK, AND SERIES G PREFERRED STOCK...............................................22
    1. Designation...................................................................................22
    2. Rank..........................................................................................23
    3. Dividends.....................................................................................23
    4. Liquidation Preference........................................................................28
    5. Redemption....................................................................................31
    6. Conversion....................................................................................31
        (a) Right to Convert.........................................................................31
        (b) Mechanics of Conversion..................................................................32
        (c) Dividends Payable........................................................................33
        (d) Adjustments to Conversion Price..........................................................34
            (i) Stock Dividends, Splits and Reclassifications........................................34
            (ii) Rights, Options, and Convertible and Exchangeable Securities........................34
            (iii) Dividends in Kind..................................................................35
            (iv) Issuances Below Conversion Price....................................................35
            (v) Current Market Price.................................................................37
            (vi) Adjustment for Merger or Reorganization, etc........................................38
            (vii) References to Common Stock.........................................................38
            (viii) Deferral of Issuance of Common Stock..............................................39
        (e) Issue and Transfer Taxes.................................................................39
        (f) No Impairment............................................................................39
        (g) Certificate as to Adjustments............................................................39
        (h) Notice of Record Date....................................................................39
        (i) Notices..................................................................................40
        (j) Mandatory Conversion.....................................................................40
            (i) Mandatory Conversion Event...........................................................40
            (ii) Procedure for Mandatory Conversion..................................................41
        (k) Retirement and Cancellation of Shares....................................................41
    7. Voting Rights.................................................................................41
    8. Board of Directors; Right of Series E Preferred Stock and Series F Preferred Stock to
Elect Directors......................................................................................45
    9. Pre-emptive Rights............................................................................46
        (a) Right to Purchase........................................................................46
        (b) Waiver...................................................................................47
        (c) Expiration...............................................................................47
    10. No Reissuance of Senior Preferred Stock......................................................47
D. RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF POST-IPO COMMON SHARES........................47
    1. Dividends.....................................................................................47
    2. Stock Split, Reclassification, etc............................................................48
    3. Liquidation...................................................................................48
    4. Voting........................................................................................48
    5. No Pre-emptive or Subscription Rights.........................................................49
E. RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF POST-IPO PREFERRED SHARES.....................49

ARTICLE V............................................................................................49

ARTICLE VI...........................................................................................50

ARTICLE VII..........................................................................................50

ARTICLE VIII.........................................................................................51
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<S>                                                                                                  <C>
ARTICLE IX...........................................................................................51

ARTICLE X............................................................................................51
</TABLE>


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                           SIXTH AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                        AIRNET COMMUNICATIONS CORPORATION

Pursuant to the provisions of Sections 242, 245 and 228 of the General
Corporation Law of Delaware, the undersigned Corporation adopts the following
Sixth Amended and Restated Certificate of Incorporation:

       FIRST:        The name of the Corporation is AirNet Communications
Corporation (the "Corporation").

       SECOND:       The following Sixth Amended and Restated Certificate of
Incorporation was adopted by the stockholders of the Corporation by written
consent in accordance with Sections 228, 242 and 245 of the General Corporation
Law of Delaware, and written notice has been given to those stockholders who
have not consented in writing.

The Restated Certificate of Incorporation of the Corporation (originally filed
under the name of Overture Systems, Inc. incorporated on January 11, 1994), as
previously amended, is hereby deleted in its entirety and is amended and
restated as follows:

                                    ARTICLE I

       The name of the Corporation is AirNet Communications Corporation.

                                   ARTICLE II

       The registered office of the Corporation in the State of Delaware is
located at The Prentice-Hall Corporation System, Inc., 1013 Centre Road, in the
City of Wilmington, County of New Castle. The name of the registered agent at
such address is The Prentice-Hall Corporation System, Inc.

                                   ARTICLE III

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

                                   ARTICLE IV

       A.     CLASSES OF STOCK. (i) At all times prior to the closing of the
sale of shares of Common Stock in a fully underwritten public offering (with
underwriters approved by the holders of a majority of the voting power of the
then outstanding Senior Preferred Stock (as defined in Article IV.C.1.))
pursuant to an effective registration statement under the Securities Act of
1933, as amended, where (x) the aggregate sales price of such securities (before
deduction of underwriting discounts, commissions and expenses of sale) is not
less than $20,000,000 and



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(y) the product of the price per share paid by the public for the Common Stock
sold in such offering, multiplied by the number of shares of Common Stock
outstanding immediately after such offering, is not less than $220,000,000
("Qualified Public Offering"), the aggregate number of shares of capital stock
which the Corporation shall have authority to issue shall be 2,745,772,207
shares, of which 11,940,301 shares shall be Series A Voting Convertible
Preferred Stock, par value $.01 per share ("Series A Preferred Stock"),
3,230,341 shares shall be Series B Voting Convertible Preferred Stock, par value
$.01 per share ("Series B Preferred Stock"), 5,000,000 shares shall be Series C
Voting Convertible Preferred Stock, par value $.01 per share ("Series C
Preferred Stock"), 8,174,049 shares shall be Series D Voting Convertible
Preferred Stock, par value $.01 per share ("Series D Preferred Stock"),
554,854,075 shares shall be Series E Senior Voting Convertible Preferred Stock,
par value $.01 per share ("Series E Preferred Stock"), 283,471,155 shares shall
be Series F Senior Voting Convertible Preferred Stock, par value $.01 per share
("Series F Preferred Stock"), 230,769,231 shares shall be Series G Senior Voting
Convertible Preferred Stock, par value $.01 per share (the "Series G Preferred
Stock"), and 1,648,333,055 shares shall be Common Stock, par value $.001 per
share ("Common Stock"). The Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock,
Series F Preferred Stock and Series G Preferred Stock referred to above shall
hereinafter be referred to from time to time as the "Company Preferred Stock."

       (ii)   Upon the Sixth Amended and Restated Certificate of Incorporation
of the Corporation becoming effective in accordance with the General Corporation
Law of the State of Delaware (the "Effective Time"), each 66.38 shares of Common
Stock, par value $.001 per share, of the Corporation ("Old Common Stock") issued
and outstanding immediately prior to the Effective Time shall be automatically
reclassified as and converted into one (1) share of Common Stock, par value
$.001 per share, of the Corporation ("New Common Stock"). Notwithstanding the
immediately preceding sentence, no fractional shares of New Common Stock shall
be issued to the holders of record of Old Common Stock in connection with the
foregoing reclassification of shares of Old Common Stock. In lieu thereof, the
Corporation shall deliver to any stockholder that would otherwise receive a
fractional share one additional share. Each stock certificate that, immediately
prior to the Effective Time, represented shares of Old Common Stock shall, from
and after the Effective Time, automatically and without the necessity of
presenting the same for exchange, represent that number of whole shares of New
Common Stock into which the shares of Old Common Stock represented by such
certificate shall have been reclassified, provided, however, that each holder of
record of a certificate that represented shares of Old Common Stock shall
receive, upon surrender of such certificate, a new certificate representing the
number of whole shares of New Common Stock into which the Shares of Old Common
Stock represented by such certificate shall have been reclassified.

              (iii)  Upon the closing of a Qualified Public Offering and the
conversion of the Company Preferred Stock into Common Stock in accordance with
Article IV.B.3(l) and Article IV.C.6(j), the rights, preferences, privileges and
restrictions granted to and imposed upon the Company Preferred Stock in Article
IV.B. and Article IV.C. shall expire, the Company shall no longer have the
authority to issue shares of Company Preferred Stock and the aggregate number of
shares of capital stock which the Corporation shall thereafter have authority to
issue is


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60,000,000 shares, consisting of two classes of capital stock:

              (a)    50,000,000 shares of common stock, par value $.001 per
share (the "Post-IPO Common Shares");

              (b)    10,000,000 shares of preferred stock, par value $.001 per
share (the "Post-IPO Preferred Shares").

       For purposes of this Sixth Amended and Restated Certificate of
Incorporation, "Common Stock" is not part of and is distinct from the "Post-IPO
Common Shares" and "Company Preferred Stock" is not part of and is distinct from
the "Post-IPO Preferred Shares."

       B.     RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SERIES A
PREFERRED STOCK, SERIES B PREFERRED STOCK, SERIES C PREFERRED STOCK, SERIES D
PREFERRED STOCK AND COMMON STOCK. The rights, preferences, privileges and
restrictions granted to and imposed upon the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Common
Stock are set forth in this Division B and are subject to the provisions of
Article IV. C.

       1.     DIVIDENDS.

       (a)    Holders of Series A, Series B, Series C and Series D Preferred
Stock. The holders of shares of Series A Preferred Stock shall be entitled to
receive cumulative cash dividends at the rate of $.0594 per share per annum, out
of the Corporation's surplus or, in case there shall be no surplus, out of its
net profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year, or assets legally available for the payment thereof. The
holders of shares of Series B Preferred Stock shall be entitled to receive
cumulative cash dividends, at the rate of $0.2930291 per share per annum, out of
the Corporation's surplus or, in case there shall be no surplus, out of its net
profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year, or assets legally available for the payment thereof. The
holders of shares of Series C Preferred Stock shall be entitled to receive
cumulative cash dividends at the rate of $.36 per share per annum, out of the
Corporation's surplus or, in case there shall be no surplus, out of its net
profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year, or assets legally available for the payment thereof. The
holders of shares of Series D Preferred Stock shall be entitled to receive
cumulative cash dividends at the rate of $.0666 per share per annum, out of the
Corporation's surplus or, in case there shall be no surplus, out of its net
profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year, or assets legally available for the payment thereof. Such
dividends shall be payable quarterly on the fifteenth (15th) day of December,
March, July and September in each year, to such stockholders of record on the
fortieth (40th) day preceding each such dividend payment date. Dividends on the
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
and Series D Preferred Stock shall accrue, from the date of initial issuance
until paid, and be deemed to accrue from day to day whether or not earned or
declared and shall be cumulative. The holders of sixty percent (60%) of the
aggregate Series A Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock (the "Collective A, B and C Preferred Stock") then outstanding,
voting


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separately as a single class on the basis of one vote for each share of
Collective A, B and C Preferred Stock outstanding, may waive in writing the
payment of dividends on all shares of Collective A, B and C Preferred Stock then
outstanding at any time or times so long as any of the Collective A, B and C
Preferred Stock remains outstanding. Arrearages in the payment of dividends
shall not bear interest. The holders of sixty percent (60%) of the aggregate
Series D Preferred Stock then outstanding may waive in writing the payment of
dividends on all shares of Series D Preferred Stock then outstanding at any time
or times so long as any of the Series D Preferred Stock remains outstanding.

So long as any shares of Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock or Series D Preferred Stock (the "Collective Preferred
Stock") remain outstanding, no dividend whatsoever shall be paid or declared on
any Common Stock or any junior stock (which term as used herein shall mean the
Common Stock and any other class of stock of the Corporation hereafter
authorized ranking junior to the Collective Preferred Stock as to dividends),
nor shall any distribution be made on any junior stock, other than a dividend
payable in junior stock, nor shall any shares of any junior stock be acquired
for consideration by the Corporation (other than purchases or redemptions
pursuant to or in accordance with employee stock control, subscription or option
agreements entered into between the Corporation and its or its subsidiaries'
directors, officers and employees prior to the date on which a share of Series F
Preferred Stock is first issued (the "Original Series F Issue Date") and other
than the repurchase, redemption or other retirement of debentures or other debt
securities that are convertible or exchangeable into any of the Junior
Securities or Parity Securities) unless all dividends accrued, whether or not
declared, on the Collective Preferred Stock for all past quarter-yearly dividend
periods and then in arrears shall have been paid and the full dividends due
thereon for the then current quarter-yearly dividend period shall have been paid
or shall have been declared and a sum sufficient for the payment thereof set
apart.

No dividend shall be declared or paid on any Series A Preferred Stock, Series B
Preferred Stock or Series C Preferred Stock, or on the Corporation's Series A
Non-Voting Redeemable Preferred Stock, previously authorized and outstanding and
exchanged for Series A Preferred Stock, unless simultaneously with such payment
there is paid to holders of Series D Preferred Stock all of the cumulative
dividends accrued, whether or not declared, and then in arrears on the
Corporation's Series D Preferred Stock; and provided that no dividend shall be
declared or paid for any quarter-yearly period on any share of Series B
Preferred Stock or Series C Preferred Stock unless simultaneously with such
payment there is paid to holders of Series A Preferred Stock all of the
cumulative dividends accrued, whether or not declared, and then in arrears on
the Corporation's Series A Non-Voting Redeemable Preferred Stock, previously
authorized and outstanding and exchanged for shares of Series A Preferred Stock,
as well as all of the cumulative dividends accrued, whether or not declared, on
the Series A Preferred Stock prior to the issuance of the share of Series B
Preferred Stock or Series C Preferred Stock with respect to which the dividend
is proposed to be declared or paid and then in arrears; and provided further
that, no dividend shall be declared or paid for any quarter-yearly period on any
share of Series C Preferred Stock unless simultaneously with such payment there
is paid to the holders of Series B Preferred Stock all of the cumulative
dividends accrued, whether or not declared, on the Series B Preferred Stock
prior to the issuance of the share of Series C Preferred Stock with respect to
which the dividend is


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proposed to be declared or paid and then in arrears.

Except as otherwise specified in this Article IV.B.1(a), the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred
Stock rank on a parity with each other with respect to dividend rights.

No dividend shall be declared or paid for any quarter-yearly period on any stock
of the Corporation ranking equally with the Collective Preferred Stock as to
dividends unless simultaneously with such payment there is paid (i) all of the
cumulative dividends accrued, whether or not declared, on the Collective
Preferred Stock and then in arrears, and (ii) a percentage of the quarter-yearly
dividend payable on the Collective Preferred Stock for such quarter-yearly
period equal to the percentage of the quarter-yearly dividend on such other
stock which is then to be paid.

Subject to the foregoing provisions, and not otherwise, such dividends (payable
in cash, stock or otherwise) as may be determined by the Board of Directors of
the Corporation (the "Board of Directors") may be declared and paid on any
junior stock from time to time out of the remaining funds of the Corporation
legally available for the payment of dividends, and the Collective Preferred
Stock shall not be entitled to participate in any such dividends, whether
payable in cash, stock or otherwise.

       (b)    Holders of Common Stock. Subject to the provisions of Article
IV.B.1(a) hereof, the holders of shares of Common Stock shall be entitled to
receive, when and as declared by the Board of Directors, such dividends out of
the Corporation's surplus or, in case there shall be no surplus, out of its net
profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year, or assets legally available for the payment thereof, as
may be declared from time to time by the Board of Directors.

       2.     LIQUIDATION.

       (a)    Preference. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the holders of
the Collective Preferred Stock shall be entitled to receive in cash out of the
assets of the Corporation, before any distribution or payment shall be made to
the holders of any junior stock, as follows:

              (i)    an amount per share equal to $1.10 for each outstanding
share of Series D Preferred Stock, plus any accrued but unpaid dividends,
whether or not declared, on such share to holders of Series D Preferred Stock;

              (ii)   an amount per share equal to $.99 for each outstanding
share of Series A Preferred Stock, plus any accrued but unpaid dividends,
whether or not declared, on such share to holders of Series A Preferred Stock;

              (iii)  an amount per share equal to $4.883818833 for each
outstanding share of Series B Preferred Stock, plus any accrued but unpaid
dividends, whether or not declared, on


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such share to holders of Series B Preferred Stock; and

              (iv)   an amount per share equal to $6.00 for each outstanding
share of Series C Preferred Stock, plus any accrued but unpaid dividends,
whether or not declared, on such share to holders of Series C Preferred Stock.

If upon the occurrence of such event, the assets and funds of the Corporation
shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed among the
holders of the Collective Preferred Stock in respect of accrued but unpaid
dividends in accordance with the priorities established in the third paragraph
of Article IV.B.1(a) hereof and any remaining assets and funds legally available
for distribution shall be distributed first to the holders of the Series D
Preferred Stock in an amount equal to $1.10 for each outstanding share of Series
D Preferred Stock (pro rated among them on the basis of outstanding shares of
Series D Preferred Stock) and any excess among the holders of the Collective A,
B and C Preferred Stock as follows:

              (i)    an amount per share equal to $.99 multiplied by the
"Distribution Fraction" (as defined below) for each outstanding share of Series
A Preferred Stock to holders of Series A Preferred Stock;

              (ii)   an amount per share equal to $4.883818833 multiplied by the
"Distribution Fraction" for each outstanding share of Series B Preferred Stock;
and

              (iii)  an amount per share equal to $6.00 multiplied by the
"Distribution Fraction" for each outstanding share of Series C Preferred Stock.

       For purposes of the foregoing calculations, "Distribution Fraction" shall
be a fraction determined by dividing (A) the amount of such remaining assets and
funds legally available for distribution by (B) the sum of (I) $.99 multiplied
by the number of shares of Series A Preferred Stock then outstanding, plus (II)
$4.883818833 multiplied by the number of shares of Series B Preferred Stock then
outstanding, plus (III) $6.00 multiplied by the number of shares of Series C
Preferred Stock then outstanding.

       (b)    Consolidation, Merger, etc.

              (i)    For purposes of this Section 2, a Change of Control (as
defined in Article IV.B.2(b)(ii) below) shall, at the option of each holder of
Collective Preferred Stock, upon written notice to the Corporation prior to the
closing of the transaction that constitutes a Change of Control, be treated as a
liquidation, dissolution or winding up of the Corporation with respect to such
holder and shall entitle the electing holders of Collective Preferred Stock to
receive, at the closing of the transaction that constitutes a Change of Control,
in cash, securities or other property (valued as provided in Article
IV.B.2(b)(iii) below), amounts as specified in Article IV.B.2(a) above;
provided, however, that when such payments are made as a result of a Change of
Control that is treated as a liquidation, dissolution, or winding up of the
Corporation, the


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payment to be made pursuant to this Article IV.B.2(b) shall be made only upon
surrender of the certificate or certificates for the shares of Collective
Preferred Stock with respect to which such payment is to be made, and, from and
after the date that the certificate or certificates for such shares are required
to be surrendered (whether or not such certificate or certificates are
surrendered on such date), all rights (other than the right to receive payment
as provided in this Article IV.B.2(b) upon surrender of such certificate or
certificates) with respect to such shares shall terminate, and such shares be
deemed to be canceled and retired. Notwithstanding the foregoing, a Change of
Control shall not be treated as a liquidation, dissolution or winding up of the
Corporation with respect to any holder of the Collective Preferred Stock if (x)
both (i) the holders of sixty percent (60%) of the Series D Preferred Stock then
outstanding, and (ii) the holders of sixty percent (60%) of the Collective A, B
and C Preferred Stock then outstanding, each voting separately as a single class
on the basis of one vote for each share of Series D Preferred Stock then
outstanding or Collective A, B and C Preferred Stock then outstanding, as
applicable, waive in writing the provisions of the preceding sentence prior to
definitive authorization by the Corporation's Board of Directors of such
consolidation, merger or sale of assets or prior to the order of such court or
administrative body requiring such reorganization or (y) such Change of Control
has not been treated as a liquidation, dissolution or winding up of the
Corporation with respect to any holder of Series E Preferred Stock, Series F
Preferred Stock or Series G Preferred Stock.

                     (ii)   "Change of Control" means (x) the sale, lease,
conveyance or other disposition of all or substantially all of the Corporation's
assets as an entirety or substantially as an entirety to any person or "group"
(within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) in one or a series of transactions, provided
that a transaction where the holders of all classes of voting stock of the
Corporation immediately prior to such transaction own, directly or indirectly,
more than 50% of the aggregate voting power of all classes of voting stock of
such person or group immediately after such transaction shall not be a Change of
Control; or (y) any transaction or series of transactions (as a result of a
tender offer, merger, consolidation or otherwise, but not as a result of the
issuance of Series E Preferred Stock or of a Qualified Public Offering, as
defined in Article IV.B.3(l)(i)) that results in, or that is in connection with,
any person, including a "group" (within the meaning of Section 13(d)(3) of the
Exchange Act) that includes such person, acquiring "beneficial ownership" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or
more of the aggregate voting power of all classes of voting stock of the
Corporation or any person that possesses "beneficial ownership" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of
the aggregate voting power of all classes of voting stock of the Corporation.

                     (iii)  Whenever the distribution provided for in this
Article IV.B.2 shall be payable in securities or property other than cash, the
value of such distribution shall be the fair market value of such securities or
other property as determined in good faith by the Board of Directors of the
Corporation.

       (c)    Distributions to Holders of Common Stock. After the payment of all
preferential amounts required to be paid to the holders of shares of Collective
Preferred Stock and the


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"Senior Preferred Stock" (as defined in Article IV.C.1 hereto) upon the
liquidation, dissolution or winding up of the Corporation, the holders of shares
of Common Stock then outstanding shall be entitled to receive the remaining
assets and funds of the Corporation available for distribution to its
stockholders, pro rata based upon the number of shares of Common Stock held by
each such holder.

       (d)    Waiver of Liquidation Preference. The holders of sixty percent
(60%) of the Series D Preferred Stock then outstanding may waive in writing the
liquidation preference set forth in Article IV.B.2(a) as to the Series D
Preferred Stock. The holders of sixty percent (60%) of the Collective A, B and C
Preferred Stock then outstanding, voting separately as a single class on the
basis of one vote for each share of Collective A, B and C Preferred Stock
outstanding, may waive in writing the liquidation preference set forth in
Article IV.B.2(a) as to the Collective A, B and C Preferred Stock.

       3.     CONVERSION. The holders of any of the shares of Collective
Preferred Stock shall have conversion rights respectively as follows (the
"Conversion Rights"):

       (a)    Right to Convert.

              (i)    Series A Preferred Stock. Each share of Series A Preferred
Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time, into such number of fully paid and nonassessable shares of
Common Stock as is determined by dividing $1.00 by the Series A Conversion Price
(as defined below) in effect at the time of conversion. The conversion price at
which shares of Common Stock shall be deliverable upon conversion of Series A
Preferred Stock without the payment of additional consideration by the holder
thereof (the "Series A Conversion Price") shall be $4.020052210 per share. Such
Series A Conversion Price, and the rate at which shares of Series A Preferred
Stock may be converted into shares of Common Stock, shall be subject to
adjustment as provided below.

              (ii)   Series B Preferred Stock. Each share of Series B Preferred
Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time, into such number of fully paid and nonassessable shares of
Common Stock as is determined by dividing $4.883818833 by the Series B
Conversion Price (as defined below) in effect at the time of conversion. The
conversion price at which shares of Common Stock shall be deliverable upon
conversion of Series B Preferred Stock without the payment of additional
consideration by the holder thereof (the "Series B Conversion Price") shall be
$4.020052210 per share. Such Series B Conversion Price, and the rate at which
shares of Series B Preferred Stock may be converted into shares of Common Stock,
shall be subject to adjustment as provided below.

              (iii)  Series C Preferred Stock. Each share of Series C Preferred
Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time, into such number of fully paid and nonassessable shares of
Common Stock as is determined by dividing $6.00 by the Series C Conversion Price
(as defined below) in effect at the time of conversion. The conversion price at
which shares of Common Stock shall be deliverable upon conversion of Series C
Preferred Stock without the payment of additional consideration by the holder
thereof


                                     - 12 -
<PAGE>   13


(the "Series C Conversion Price") shall be $4.881432585 per share. Such Series C
Conversion Price, and the rate at which shares of Series C Preferred Stock may
be converted into shares of Common Stock, shall be subject to adjustment as
provided below.

              (iv)   Series D Preferred Stock. Each share of Series D Preferred
Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time, into such number of fully paid and nonassessable shares of
Common Stock as is determined by dividing $1.10 by the Series D Conversion Price
(as defined below) in effect at the time of conversion. The conversion price at
which shares of Common Stock shall be deliverable upon conversion of Series D
Preferred Stock without the payment of additional consideration by the holder
thereof (the "Series D Conversion Price") shall be $1.10 per share. Such Series
D Conversion Price, and the rate at which shares of Series D Preferred Stock may
be converted into shares of Common Stock, shall be subject to adjustment as
provided below.

Each of the "Series A Conversion Price," the "Series B Conversion Price," the
"Series C Conversion Price" and the "Series D Conversion Price" may be referred
to herein as the "Conversion Price," but the Conversion Price applicable to
Series A Preferred Stock shall only be the "Series A Conversion Price," the
Conversion Price applicable to Series B Preferred Stock shall only be the
"Series B Conversion Price", the Conversion Price applicable to Series C
Preferred Stock shall only be the "Series C Conversion Price," and the
Conversion Price applicable to Series D Preferred Stock shall only be the
"Series D Conversion Price."

Subject to Article IV.B.3 (l)(i), in the event that at the time of the
conversion of a holder's Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, or Series D Preferred Stock there are accrued but
unpaid cash dividends, whether or not declared, on such Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred
Stock and provided no shares of Series E Preferred Stock, Series F Preferred
Stock or Series G Preferred Stock are or remain outstanding, such cash dividend
payable to a holder of Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, or Series D Preferred Stock pursuant to Article
IV.B.1(a) hereof shall be paid and distributed to such holder of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D
Preferred Stock immediately prior to the conversion of such holder's Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D
Preferred Stock; provided that if a holder intends to convert only a portion of
its Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, or Series D Preferred Stock, the cash dividend payable to such holder
immediately prior to such conversion shall be that dollar amount which is
proportionate to the number of shares of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock which
such holder intends to convert.

If pursuant to and in accordance with Article IV.B.1(a) and this Article
IV.B.3(a)(iv), the Corporation cannot distribute all or a portion of such cash
dividend ("Dividend Payment Obligation") immediately prior to such conversion
then the Corporation shall distribute the balance of such Dividend Payment
Obligation as soon as assets or funds are available for such distribution under
and in accordance with Article IV.B.1(a); provided that, notwithstanding
anything contained herein to the contrary, no Dividend Payment Obligation may be
paid by the


                                     - 13 -
<PAGE>   14


Corporation so long as shares of Series E Preferred Stock, Series F Preferred
Stock, or Series G Preferred Stock are or remain outstanding.

       (b)    Mechanics of Conversion.

              (i)    In order for a holder of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock to
convert shares of Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, or Series D Preferred Stock into shares of Common Stock, such
holder shall surrender the certificate or certificates for such shares of Series
A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or Series
D Preferred Stock at the office of the transfer agent for the Collective
Preferred Stock (or at the principal office of the Corporation if the
Corporation serves as its own transfer agent), together with written notice that
such holder elects to convert all or any number of the shares of the Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D
Preferred Stock represented by such certificate or certificates. Such notice
shall state such holder's name or the names of the nominees in which such holder
wishes the certificate or certificates for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be
endorsed or accompanied by a written instrument or instruments of transfer, in
form satisfactory to the Corporation, duly executed by the registered holder or
his, her or its attorney duly authorized in writing. The date of receipt of such
certificates and notice by the transfer agent (or by the Corporation if the
Corporation serves as its own transfer agent) shall be the conversion date
("Conversion Date"). The Corporation shall, as soon as practicable after the
Conversion Date, issue and deliver at such office to such holder of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D
Preferred Stock, or to his, her or its nominees, a certificate or certificates
for the number of shares of Common Stock to which such holder shall be entitled.
No fractional shares shall be issued upon conversion of the Collective Preferred
Stock, and the number of shares of Common Stock to be issued shall be rounded up
to the nearest whole share. In determining the number of shares of Common Stock
issuable upon conversion, each holder's Collective Preferred Stock and Senior
Preferred Stock being converted on the same day shall be aggregated.

              (ii)   The Corporation shall at all times when the Collective
Preferred Stock shall be outstanding, reserve and keep available out of its
authorized but unissued stock, for the purpose of effecting the conversion of
the Collective Preferred Stock, such number of its duly authorized shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of Collective Preferred Stock. Before taking any
action which would cause an adjustment reducing the Conversion Price below the
then par value of the shares of Common Stock issuable upon conversion of the
Collective Preferred Stock, the Corporation will take any corporate action which
may, in the opinion of its counsel, be necessary in order that the Corporation
may validly and legally issue fully paid and nonassessable shares of Common
Stock at such adjusted Conversion Price.

              (iii)  On the Conversion Date, all shares of Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred
Stock which shall have been surrendered for conversion as herein provided shall
no longer be deemed to be outstanding and


                                     - 14 -
<PAGE>   15


all rights with respect to such shares, including the rights, if any, to receive
notices and to vote such Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, or Series D Preferred Stock shall immediately cease
and terminate on the Conversion Date, except only the right of the holders
thereof to receive shares of Common Stock in exchange therefor.

              (iv)   If the conversion is in connection with an underwritten
offering of securities registered pursuant to the Securities Act of 1933, as
amended, which is not a Qualified Public Offering as defined in Article
IV.B.3(l)(i) hereof, the conversion may, at the option of any holder tendering
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or
Series D Preferred Stock for conversion, be conditioned upon the closing with
the underwriter of the sale of securities pursuant to such offering, in which
event the person(s) entitled to receive the Common Stock issuable upon such
conversion of Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, or Series D Preferred Stock shall not be deemed to have
converted such Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, or Series D Preferred Stock until immediately prior to the
closing of the sale of securities.

       (c)    Adjustment for Stock Splits and Combinations. If the Corporation
shall at any time or from time to time effect a subdivision of the outstanding
Common Stock, each Conversion Price then in effect immediately before that
subdivision shall be proportionately decreased. If the Corporation shall at any
time or from time to time combine the outstanding shares of Common Stock, each
Conversion Price then in effect immediately before the combination shall be
proportionately increased. Any adjustment under this subsection shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

       (d)    Adjustment for Certain Dividends and Distributions. In the event
the Corporation at any time, or from time to time shall make or issue, or fix a
record date for the determination of holders of any Common Stock entitled to
receive a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event each Conversion Price then in effect shall be
decreased as of the time of such distribution or, in the event such a record
date shall have been fixed, as of the close of business on such record date, by
multiplying the Conversion Price then in effect by a fraction:

              (x)    the numerator of which shall be the total number of shares
       of Common Stock issued and outstanding immediately prior to the time of
       such issuance or the close of business on such record date, and

              (y)    the denominator of which shall be the total number of
       shares of Common Stock issued and outstanding immediately prior to the
       time such dividend or other distribution is made or issued or the close
       of business on such record date, as applicable, plus the number of shares
       of Common Stock issuable in payment of such dividend or distribution;

provided, however, if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Conversion Price shall be


                                     - 15 -
<PAGE>   16


recomputed accordingly as of the close of business on such record date and
thereafter the Conversion Price shall be adjusted pursuant to this subsection as
of the time of actual payment of such dividends or distributions.

       (e)    Adjustments for Other Dividends and Distributions. In the event
the Corporation at any time or from time to time shall make or issue, or fix a
record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in securities of the
Corporation other than shares of Common Stock, then and in each such event
provision shall be made so that the holders of Series A Preferred Stock, Series
B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock shall
receive upon conversion thereof in addition to the number of shares of Common
Stock receivable thereupon, the amount of securities of the Corporation that
they would have received had their Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, or Series D Preferred Stock been converted into
Common Stock on the date of such event and had thereafter, during the period
from the date of such event to and including the Conversion Date, retained such
securities receivable by them as aforesaid during such period giving application
to all adjustments called for during such period, under this paragraph (e) with
respect to the rights of the holders of Collective Preferred Stock.

       (f)    Adjustment for Reclassification, Exchange or Substitution. If the
Common Stock issuable upon the conversion of the Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, or Series D 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 above, or a reorganization, merger, consolidation, or sale of
assets provided for below), then and in each such event the holder of each such
share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, or Series D Preferred Stock shall have the right thereafter to convert
such share into the kind and amount of shares of stock and other securities and
property receivable upon such reorganization, reclassification, or other change,
by holders of the number of shares of Common Stock into which such shares of
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or
Series D Preferred Stock might have been converted immediately prior to such
reorganization, reclassification, or other change, all subject to further
adjustment as provided herein.

       (g)    Adjustment for Merger or Reorganization, etc. In case of any
consolidation or merger of the Corporation with or into another corporation
(other than a Change of Control (as defined in Article IV.B.2(b)(ii) above)
which is treated as a liquidation pursuant to Article IV.B.2(b) by the holders
of a majority of the Collective Preferred Stock then outstanding), the
authorized capital of the surviving or resulting corporation (referred to herein
as the "surviving corporation") shall include provision for a class or classes
of senior preferred stock having rights, preferences and limitations
substantially economically equivalent to the Series A Preferred Stock, the
Series B Preferred Stock, the Series C Preferred Stock and the Series D
Preferred Stock with respect to the capital structure of the Corporation
immediately prior to such consolidation or merger, including provision for each
holder of each share of Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, or Series D Preferred Stock to receive


                                     - 16 -
<PAGE>   17


the preferred stock of the surviving corporation which corresponds to such
series on a substantially economically equivalent basis and which shall
thereafter be convertible into the kind and amount of shares of stock or other
securities of the surviving corporation or other property to which a holder of
the number of shares of Common Stock of the Corporation deliverable upon
conversion of such Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, or Series D Preferred Stock as the case may be, would have been
entitled upon such consolidation or merger; and, in such case, appropriate
adjustment (as determined in good faith by the Board of Directors) shall be made
in the application of the provisions set forth in this Article IV.B.3 with
respect to the rights and interest thereafter of the holders of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock to the end that the provisions set forth in this Article IV.B.3
(including provisions with respect to changes in and other adjustments of the
Conversion Price) shall thereafter be applicable, as nearly as reasonably may
be, in relation to any shares of stock or other securities of the surviving
corporation or other property thereafter deliverable upon the conversion of the
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and
Series D Preferred Stock.

       (h)    No Impairment. Except as permitted by applicable law and this
Certificate of Incorporation, including this Article IV.B, the Corporation will
not, by amendment of its Certificate of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Article IV.B.3 and in the taking of
all such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of Collective Preferred Stock against
impairment.

       (i)    Certificate as to Adjustments. Upon the occurrence of each
adjustment of the Conversion Price pursuant to this Article IV.B.3, the
Corporation at its expense shall promptly compute such adjustment in accordance
with the terms hereof and furnish to each holder of Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock,
as applicable, a certificate setting forth such adjustment and showing in detail
the facts upon which such adjustment is based. The Corporation shall, upon the
written request at any time of any holder of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock furnish
or cause to be furnished to such holder a similar certificate setting forth (i)
such adjustments, (ii) the Conversion Price then in effect, and (iii) the number
of shares of Common Stock and the amount, if any, of other property which then
would be received upon the conversion of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock.

       (j)    Notice of Record Date. In the event:

              (i)    that the Corporation declares a dividend (or any other
distribution) on its Common Stock payable in Common Stock or other securities of
the Corporation;

              (ii)   that the Corporation subdivides or combines its outstanding
shares of


                                     - 17 -
<PAGE>   18


Common Stock;

              (iii)  of any reclassification of the Common Stock of the
Corporation (other than a subdivision or combination of its outstanding shares
of Common Stock or a stock dividend or stock distribution thereon), or of any
consolidation or merger of the Corporation into or with another corporation, or
of the sale of all or substantially all of the assets of the Corporation; or

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

then the Corporation shall cause to be filed at its principal office or at the
office of the transfer agent of the Collective Preferred Stock, and shall cause
to be mailed to the holders of Collective Preferred Stock at their last
addresses as shown on the records of the Corporation or such transfer agent, at
least ten (10) days prior to the record date specified in (A) below or twenty
(20) days before the date specified in (B) below, a notice stating:

                     (A)    the record date of such dividend, distribution,
subdivision or combination, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such dividend,
distribution, subdivision or combination are to be determined, or

                     (B)    the date on which such reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up is expected
to become effective, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up.

       (k)    Notices. Any notice required by the provisions of this Article
IV.B.3 to be given to the holders of shares of Collective Preferred Stock shall
be deemed given if deposited in the United States mail, first class, postage
prepaid, and addressed to each holder of record at its address appearing on the
books of the Corporation.

       (l)    Mandatory Conversion

              (i)    Mandatory Conversion Event. All holders of shares of Series
A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series
D Preferred Stock then outstanding shall convert their shares of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock into shares of Common Stock, at the then effective Conversion
Price pursuant to this Article IV.B.3, upon the closing of a Qualified Public
Offering.

Notwithstanding any provision to the contrary contained herein, (x) in the event
that there are accrued but unpaid cash dividends or Dividend Payment Obligations
at the date of the closing of a Qualified Public Offering, all such accrued but
unpaid cash dividends and Dividend Payment


                                     - 18 -
<PAGE>   19


Obligations payable to the holders of Collective Preferred Stock shall be
canceled, and no holder or former holder of Collective Preferred Stock shall
have any further right or interest therein or (y) in the event of voluntary
conversion by a holder of any Collective Preferred Stock at a time when the
Corporation is contemplating an initial public offering, the Corporation may, at
its option, defer payment of any dividends otherwise payable upon such
conversion for up to 180 days and if a Qualified Public Offering is closed
within such 180 day period, all of such accrued but unpaid cash dividends
payable to such holders of Collective Preferred Stock shall be canceled and no
such holder of Collective Preferred Stock shall have any further right or
interest therein.

              (ii)   Procedure for Mandatory Conversion. Upon a mandatory
conversion pursuant to Article IV.B.3(l)(i), the outstanding shares of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series
D Preferred Stock will be automatically converted into shares of Common Stock
without any further action by the holders of such shares and whether or not the
certificates representing such shares are surrendered for conversion to the
Corporation or the transfer agent for the Collective Preferred Stock. On the
date of mandatory conversion, all rights with respect to the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred
Stock so converted, including the rights, if any, to receive notices and vote,
will terminate, except for 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 Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock
has been converted (as rounded with respect to any fraction of a share as
provided in Article IV.B.3(b)). 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 authorized in writing. As soon as practicable after the date of such
mandatory conversion and the surrender of the certificate or certificates of
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or
Series D Preferred Stock, the Corporation shall cause to be issued and delivered
to such holder, or on his or its written order, a certificate or certificates
for the number of full shares of Common Stock issuable on such conversion in
accordance with the provisions hereof as rounded as provided in Section 3(b) in
respect of any fraction of a share of Common Stock otherwise issuable upon such
conversion.

       (m)    Retirement and Cancellation of Shares. All certificates evidencing
shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, or Series D Preferred Stock which are required to be surrendered for
conversion in accordance with the provisions hereof shall, from and after the
date such certificates are so required to be surrendered, be deemed to have been
retired and canceled and the shares of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred Stock
represented thereby converted into Common Stock for all purposes,
notwithstanding the failure of the holder or holders thereof to surrender such
certificates on or prior to such date.

       4.     VOTING RIGHTS.

       (a)    Holders of Series A Preferred Stock. The holders of shares of
Series A Preferred


                                     - 19 -
<PAGE>   20


Stock shall have the right to one vote for each share of Common Stock issuable
upon conversion of such shares of Series A Preferred Stock and shall vote with
the holders of Common Stock and the other series of Collective Preferred Stock,
as a single class, and shall be entitled to notice of any stockholders meeting
in accordance with the bylaws of the Corporation, and shall be entitled to vote
upon such matters and in such manner as may be provided by Delaware law. The
voting rights of the holders of Series A Preferred Stock are further subject to
and qualified by the provisions of Article IV.B.4(e), (f), (g), (h), (i), and
(j).

       (b)    Holders of Series B Preferred Stock. The holders of shares of
Series B Preferred Stock shall have the right to one vote for each share of
Common Stock issuable upon conversion of such shares of Series B Preferred Stock
and shall vote with the holders of Common Stock and the other series of
Collective Preferred Stock, as a single class, and shall be entitled to notice
of any stockholders meeting in accordance with the bylaws of the Corporation,
and shall be entitled to vote upon such matters and in such manner as may be
provided by Delaware law. The voting rights of the holders of Series B Preferred
Stock are further subject to and qualified by the provisions of Article IV.
B.4(e), (f), (g), (h), (i), and (j).

       (c)    Holders of Series C Preferred Stock. The holders of shares of
Series C Preferred Stock shall have the right to one vote for each share of
Common Stock issuable upon conversion of such shares of Series C Preferred Stock
and shall vote with the holders of Common Stock and the other series of
Collective Preferred Stock, as a single class, and shall be entitled to notice
of any stockholders meeting in accordance with the bylaws of the Corporation,
and shall be entitled to vote upon such matters and in such manner as may be
provided by Delaware law. The voting rights of the holders of Series C Preferred
Stock are further subject to and qualified by the provisions of Article IV.B.4
(e), (f), (g), (h), (i), and (j).

       (d)    Holders of Series D Preferred Stock. The holders of shares of
Series D Preferred Stock shall have the right to one vote for each share of
Common Stock issuable upon conversion of such shares of Series D Preferred Stock
and shall vote with the holders of Common Stock and the other series of
Collective Preferred Stock, as a single class, and shall be entitled to notice
of any stockholders meeting in accordance with the bylaws of the Corporation,
and shall be entitled to vote upon such matters and in such manner as may be
provided by Delaware law. The voting rights of the holders of Series D Preferred
Stock are further subject to and qualified by the provisions of Article
IV.B.4(e), (f), (g), (h), (i), and (j).

       (e)    Protective Provisions. So long as any shares of Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred
Stock are outstanding, the Corporation shall not, without the prior written
consent or affirmative vote of the holders of at least sixty percent (60%) of
the outstanding shares of Collective Preferred Stock, given in writing or by
vote at a meeting, consenting or voting, as the case may be, separately as a
single class on the basis of one vote for each share of Collective Preferred
Stock outstanding:

              (i)    amend, alter, change or repeal the rights, preferences or
privileges of the Collective Preferred Stock;


                                     - 20 -
<PAGE>   21


              (ii)   increase the authorized number of shares of any of the four
series of Collective Preferred Stock;

              (iii)  authorize, create or issue any other class or series of
capital stock, or rights, options or warrants to purchase any capital stock, or
any securities of any type whatsoever which are convertible into capital stock,
having a preference over, or being on parity with, any of the Collective
Preferred Stock with respect to dividends, liquidation or redemption; or

              (iv)   merge with or into, or consolidate with any other
corporation, or sell, lease or otherwise dispose of all or substantially all of
its properties or assets.

       (f)    Protective Provisions for Series A Preferred Stock. So long as any
shares of Series A Preferred Stock are outstanding, the Corporation shall not,
without the prior written consent or affirmative vote of the holders of at least
fifty-one percent (51%) of the outstanding shares of Series A Preferred Stock,
given in writing or by vote at a meeting, consenting or voting, as the case may
be, separately as a single class on the basis of one vote for each share of
Series A Preferred Stock outstanding:

              (i)    make any material adverse change in the rights,
preferences, or privileges of the Series A Preferred Stock other than a material
adverse change that affects all series of Collective Preferred Stock in a
substantially equivalent manner; or

              (ii)   create a new class of shares having rights or preferences
senior to or on a parity with the Series A Preferred Stock, except for rights or
preferences similarly senior to or on a parity with the Collective Preferred
Stock.

       (g)    Protective Provisions for Series B Preferred Stock. So long as any
shares of Series B Preferred Stock are outstanding, the Corporation shall not,
without the prior written consent or affirmative vote of the holders of at least
fifty-one percent (51%) of the outstanding shares of Series B Preferred Stock,
given in writing or by vote at a meeting, consenting or voting, as the case may
be, separately as a single class on the basis of one vote for each share of
Series B Preferred Stock outstanding:

              (i)    make any material adverse change in the rights,
preferences, or privileges of the Series B Preferred Stock other than a material
adverse change that affects all series of Collective Preferred Stock in a
substantially equivalent manner; or

              (ii)   create a new class of shares having rights or preferences
senior to or on a parity with the Series B Preferred Stock, except for rights or
preferences similarly senior to or on a parity with the Collective Preferred
Stock.

       (h)    Protective Provisions for Series C Preferred Stock. So long as any
shares of Series C Preferred Stock are outstanding, the Corporation shall not,
without the prior written consent or affirmative vote of the holders of at least
fifty-one percent (51%) of the outstanding shares of Series C Preferred Stock,
given in writing or by vote at a meeting, consenting or voting,


                                     - 21 -
<PAGE>   22


as the case may be, separately as a single class on the basis of one vote for
each share of Series C Preferred Stock outstanding:

              (i)    make any material adverse change in the rights,
preferences, or privileges of the Series C Preferred Stock other than a material
adverse change that affects all series of Collective Preferred Stock in a
substantially equivalent manner; or

              (ii)   create a new class of shares having rights or preferences
senior to or on a parity with the Series C Preferred Stock, except for rights or
preferences similarly senior to or on a parity with the Collective Preferred
Stock.

       (i)    Protective Provisions for Series D Preferred Stock. So long as any
shares of Series D Preferred Stock are outstanding, the Corporation shall not,
without the prior written consent or affirmative vote of the holders of at least
sixty percent (60%) of the outstanding shares of Series D Preferred Stock, given
in writing or by vote at a meeting, consenting or voting, as the case may be,
separately as a single class on the basis of one vote for each share of Series D
Preferred Stock outstanding:

              (i)    make any material adverse change in the rights,
preferences, or privileges of the Series D Preferred Stock other than a material
adverse change that affects all series of Collective Preferred Stock in a
substantially equivalent manner; or

              (ii)   create a new class of shares having rights or preferences
senior to or on a parity with the dividend, liquidation or redemption rights of
the Series D Preferred Stock.

       (j)    Election of Directors. So long as any shares of Collective
Preferred Stock remain outstanding (i) the holders of a majority of the
outstanding shares of Series A Preferred Stock, Series B Preferred Stock and
Common Stock, voting together as a separate single class, on the basis of one
vote for each share of Common Stock then outstanding and on the basis of one
vote for each share of Common Stock issuable upon conversion of each share of
Series A Preferred Stock and Series B Preferred Stock then outstanding, shall
have the right to elect one director of the Corporation, (ii) the holders of a
majority of the outstanding shares of Series C Preferred Stock, voting as a
separate single class, on the basis of one vote for each share of Series C
Preferred Stock then outstanding, shall have the right to elect one director of
the Corporation and (iii) the holders of a majority of the outstanding shares of
Series D Preferred Stock, voting as a separate single class, on the basis of one
vote for each share of Series D Preferred Stock then outstanding, shall have the
right to elect one director of the Corporation. In the case of any vacancy in
the office of the director elected by the holders of the Common Stock, the
Series A Preferred Stock and the Series B Preferred Stock, the holders of a
majority of the outstanding shares of the Common Stock, the Series A Preferred
Stock and the Series B Preferred Stock, voting as a separate single class, on
the basis of one vote for each share of Common Stock then outstanding and on the
basis of one vote for each share of Common Stock issuable upon conversion of
each share of Series A Preferred Stock and Series B Preferred Stock then
outstanding shall have the right to elect a successor to hold the office for the
unexpired term of the director whose place shall be vacant. Any director who
shall have been elected by the


                                     - 22 -
<PAGE>   23


holders of the Common Stock, the Series A Preferred Stock and the Series B
Preferred Stock or any director so elected as provided in the preceding sentence
hereof, may be removed during the aforesaid term of office, whether with or
without cause, only by the affirmative vote of the holders of a majority of the
outstanding shares of the Common Stock, the Series A Preferred Stock and the
Series B Preferred Stock, voting as a separate single class, on the basis of one
vote for each share of Common Stock then outstanding and on the basis of one
vote for each share of Common Stock issuable upon conversion of each share of
Series A Preferred Stock and Series B Preferred Stock then outstanding. In the
case of any vacancy in the office of the director elected by the holders of the
Series C Preferred Stock, the holders of a majority of the outstanding shares of
Series C Preferred Stock, voting as a separate single class, on the basis of one
vote for each share of Series C Preferred Stock then outstanding shall have the
right to elect a successor to hold the office for the unexpired term of the
director whose place shall be vacant. Any director who shall have been elected
by the holders of Series C Preferred Stock or any director so elected as
provided in the preceding sentence hereof, may be removed during the aforesaid
term of office, whether with or without cause, only by the affirmative vote of
the holders of a majority of the Series C Preferred Stock, voting as a separate
single class, on the basis of one vote for each share of Series C Preferred
Stock then outstanding. In the case of any vacancy in the office of the director
elected by the holders of the Series D Preferred Stock, the holders of a
majority of the outstanding shares of Series D Preferred Stock, voting as a
separate single class, on the basis of one vote for each share of Series D
Preferred Stock then outstanding shall have the right to elect a successor to
hold the office for the unexpired term of the director whose place shall be
vacant. Any director who shall have been elected by the holders of Series D
Preferred Stock or any director so elected as provided in the preceding sentence
hereof, may be removed during the aforesaid term of office, whether with or
without cause, only by the affirmative vote of the holders of a majority of the
Series D Preferred Stock, voting as a separate single class, on the basis of one
vote for each share of Series D Preferred Stock then outstanding.

       (k)    Holders of Common Stock. The holders of outstanding shares of
Common Stock shall have the right to one vote for each share of Common Stock
held, shall vote with the holders of the Company Preferred Stock, as a single
class on the basis of one vote for each share of Common Stock held and one vote
for each share of Common Stock issuable upon conversion of shares of the Company
Preferred Stock, and shall be entitled to notice of any stockholders meeting in
accordance with the bylaws of the Corporation, and shall be entitled to vote
upon such matters and in such manner as may be provided by Delaware law. The
voting rights of the holders of Common Stock are further subject to and
qualified by the provisions of Article IV.B.4(e), (f), (g), (h), (i), (j), and
(l) hereof.

       (l)    Change in Authorized Shares of Common Stock. The number of
authorized shares of Common Stock may be increased or decreased (but not below
the number of shares of Common Stock outstanding) by the affirmative vote of the
holders of a majority of the outstanding shares of all classes of stock of the
Corporation entitled to vote, voting together as a single class on the basis of
one vote for each share of Common Stock held and one vote for each share of
Common Stock issuable upon conversion of shares of the Company Preferred Stock
held.


                                     - 23 -
<PAGE>   24


       5.     PRE-EMPTIVE RIGHTS.

       (a)    Right to Purchase. The holders of any Collective Preferred Stock
(hereinafter referred to in this Article IV.B.5 collectively as the "Holders"
and individually as a "Holder") shall have the pre-emptive right to purchase, on
a pro rata basis, all or any part of New Securities (as hereinafter defined)
which the Corporation may, from time to time, propose to issue and sell, subject
to the terms and conditions set forth below. The pro rata share of each Holder
of Series A Preferred Stock, for purposes of this pre-emptive right to purchase,
shall be determined by dividing (x) the total number of shares of Common Stock
which are owned by such Holder plus the total number of shares of Common Stock
issuable upon conversion of Series A Preferred Stock owned by such Holder of
Series A Preferred Stock, by (y) the total number of shares of Common Stock then
outstanding plus the total number of shares of Common Stock issuable upon
conversion of all then outstanding Company Preferred Stock. The pro rata share
of each Holder of Series B Preferred Stock, for purposes of this pre-emptive
right to purchase, shall be determined by dividing (x) the total number of
shares of Common Stock which are owned by such Holder plus, the total number of
shares of Common Stock issuable upon conversion of Series B Preferred Stock
owned by such Holder of Series B Preferred Stock, by (y) the total number of
shares of Common Stock then outstanding plus the total number of shares of
Common Stock issuable upon conversion of all then outstanding Company Preferred
Stock. The pro rata share of each Holder of Series C Preferred Stock, for
purposes of this pre-emptive right to purchase, shall be determined by dividing
(x) the total number of shares of Common Stock which are owned by such Holder
plus the total number of shares of Common Stock issuable upon conversion of
Series C Preferred Stock owned by such Holder of Series C Preferred Stock, by
(y) the total number of shares of Common Stock then outstanding plus the total
number of shares of Common Stock issuable upon conversion of all then
outstanding Company Preferred Stock. The pro rata share of each Holder of Series
D Preferred Stock, for purposes of this pre-emptive right to purchase, shall be
determined by dividing (x) the total number of shares of Common Stock which are
owned by such Holder plus the total number of shares of Common Stock issuable
upon conversion of Series D Preferred Stock owned by such Holder of Series D
Preferred Stock, by (y) the total number of shares of Common Stock then
outstanding plus the total number of shares of Common Stock issuable upon
conversion of all then outstanding Company Preferred Stock. All of the foregoing
notwithstanding, in the event a Holder owns shares of more than one series of
Collective Preferred Stock, the Common Stock which is owned by such Holder shall
only be counted one time in connection with any calculation of such Holder's pro
rata share.

       (b)    "New Securities". The term "New Securities" as used herein shall
mean any capital stock of the Corporation whether now or hereafter authorized,
and rights, options or warrants to purchase capital stock, and securities of any
type whatsoever which are, or may become, convertible into capital stock;
provided, however, that the term "New Securities" shall not include (i) shares
of Common Stock issuable upon conversion of any of the Preferred Stock (as
defined in Article IV.C.2 herein), (ii) shares of Series E Preferred Stock
issuable upon the exercise of the Series E Preferred Stock Warrant issued on the
Original Issue Date (as defined in Article IV.C.6(d)(iv), (iii) securities
offered to the public pursuant to a registration statement approved by the Board
of Directors and filed with the Securities and Exchange Commission for a


                                     - 24 -
<PAGE>   25


public offering and sale of securities of the Corporation, (iv) securities
issued in connection with the acquisition of another corporation by the
Corporation by merger, purchase of all or substantially all of the assets of
another corporation or other reorganization, (v) shares of Common Stock and
options therefor issued or issuable pursuant to any stock option plan or plans
or stock purchase plan or plans approved by the Board of Directors, or (vi)
securities issued as a result of any stock split, combination, reverse stock
split, stock dividend or recapitalization of the Corporation.

       (c)    Procedure. In the event the Corporation intends to issue New
Securities, it shall give each Holder written notice of such intention,
describing the type of New Securities to be issued, the price thereof and the
general terms upon which the Corporation proposes to effect such issuance. Each
such Holder shall have twenty (20) business days from the date of any such
notice to agree to purchase all or part of its pro rata share of such New
Securities, for the purchase price and upon the general terms and conditions
specified in the Corporation's notice, by giving written notice to the
Corporation stating the quantity of New Securities to be so purchased. Each
Holder shall have a right of over-allotment such that if any Holder fails to
exercise its right hereunder to purchase its total pro rata portion of New
Securities, the other Holders may purchase such portion on a pro rata basis, by
giving written notice to the Corporation within ten (10) business days from the
date that the Corporation provides written notice to the other Holders of the
amount of New Securities with respect to which such nonpurchasing Holder has
failed to exercise its rights hereunder.

       (d)    Right of Corporation. In the event any Holder or Holders fail to
exercise the foregoing pre-emptive right to purchase with respect to any New
Securities within such twenty (20) business day period (or the additional 10
business day period provided for overallotment), the Corporation may within
ninety (90) business days thereafter sell any or all of such New Securities not
agreed to be purchased by the Holders, at a price and upon general terms no more
favorable to the purchasers thereof than specified in the notice given to each
Holder pursuant to Article IV.B.5(c). In the event the Corporation has not sold
such New Securities within such ninety (90) business day period, the Corporation
shall not thereafter issue or sell any New Securities without first offering
such New Securities to the Holders in the manner provided above.

       (e)    "Holder". For purposes of this Article IV.B.5, the term "Holder"
shall include the partners, stockholders or other affiliates of a Holder, and a
Holder may apportion its pro rata share among itself and such partners,
stockholders and other affiliates in such proportion as it deems appropriate.

       (f)    Waiver. The Holders of sixty percent (60%) of the Collective
Preferred Stock then outstanding, voting separately as a single class on the
basis of one vote for each share of Collective Preferred Stock outstanding, may
waive in writing the pre-emptive right to purchase set forth in Article
IV.B.5(a) at any time or times so long as any of the Collective Preferred Stock
remains outstanding.

       (g)    Expiration. The pre-emptive rights described in this Article
IV.B.5 shall expire


                                     - 25 -
<PAGE>   26


upon the closing of a Qualified Public Offering.

       C.     RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SERIES E
PREFERRED STOCK, SERIES F PREFERRED STOCK, AND SERIES G PREFERRED STOCK. The
rights, preferences, privileges and restrictions granted to and imposed upon the
Series E Preferred Stock, Series F Preferred Stock, and Series G Preferred Stock
are set forth in this Article IV.C.

       1.     Designation. The Preferred Stock created and authorized hereby
shall be designated as (i) the Series E Senior Voting Convertible Preferred
Stock, par value $0.01 per share ("Series E Preferred Stock"), consisting of
568,855,000 shares, (ii) the Series F Senior Voting Convertible Preferred Stock,
par value $0.01 per share ("Series F Preferred Stock"), consisting of
361,891,142 shares, and (iii) the Series G Senior Voting Convertible Preferred
Stock, par value $0.01 per share (the "Series G Preferred Stock"), consisting of
230,769,231 shares. The Series E Preferred Stock, Series F Preferred Stock, and
Series G Preferred Stock are sometimes referred to collectively as the "Senior
Preferred Stock". The stated value ("Stated Value") (i) of the Series E
Preferred Stock shall be $0.035619838954 per share, (ii) of the Series F
Preferred Stock shall be $0.05526523774 per share, and (iii) of the Series G
Preferred Stock shall be $0.13 per share, which values do not represent a
determination by the Board of Directors of fair market value or otherwise.

       2.     Rank. The Senior Preferred Stock shall, with respect to dividend
rights (including dividends accrued on the Series E Preferred Stock and the
Series F Preferred Stock prior to the date on which shares of Series G Preferred
Stock are issued) and rights on liquidation, winding up and dissolution, rank
pari passu with each other and prior to the Common Stock and the Collective
Preferred Stock. (All equity securities of the Corporation to which the Senior
Preferred Stock ranks prior, including the Common Stock and the Collective
Preferred Stock, are collectively referred to herein as the "Junior Securities";
all equity securities of the Corporation with which the Senior Preferred Stock
ranks on a parity are collectively referred to herein as the "Parity
Securities"; all preferred stock of the Corporation, including Collective
Preferred Stock, Parity Securities and Senior Preferred Stock and any other
preferred stock of the Corporation, are collectively referred to herein as
"Preferred Stock.") The Senior Preferred Stock shall be subject to the creation
of Junior Securities and Parity Securities in accordance with the terms hereof,
but not to the creation of equity securities of the Corporation (other than
convertible debt securities) to which the Senior Preferred Stock ranks junior,
whether with respect to dividends or upon liquidation, dissolution, winding up
or otherwise.

       3.     Dividends.

       (a)    (i)    The holders of the shares of Series E Preferred Stock shall
be entitled to receive, when, as and if declared by the Board of Directors, out
of funds legally available for the payment of dividends, cumulative dividends at
the rate of $0.002849587 per share per annum. The holders of the shares of
Series F Preferred Stock shall be entitled to receive, when, as and if declared
by the Board of Directors, out of funds legally available for the payment of
dividends, cumulative dividends at the rate of $0.004421219 per share per annum.
The holders of the shares


                                     - 26 -
<PAGE>   27


of Series G Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors, out of funds legally available for the
payment of dividends, cumulative dividends at the rate of $0.0104 per share per
annum. Such dividends shall be payable in quarterly payments on the fifteenth
(15th) day of December, March, July and September of each year (each of such
dates being a "dividend payment date"), in preference to dividends on the Junior
Securities, provided that no dividends shall be declared or paid on the Series E
Preferred Stock, Series F Preferred Stock, or Series G Preferred Stock, as
individual classes, unless dividends shall be declared or paid on all the Senior
Preferred Stock. Such dividends shall be paid to the holders of record at the
close of business on a record date to be set by the Board of Directors or a
committee thereof (each of such dates being a "dividend payment record date").
Each of such quarterly dividends shall be fully cumulative and shall accrue
(whether or not declared), without interest, from the previous dividend payment
date, except that with respect to the first dividend, such dividend shall accrue
from the date of initial issuance. Dividends payable for the first dividend
period and any partial dividend period shall be calculated on the basis of a
360-day year and the actual number of days elapsed in the period for which
payable.

              (ii)   In addition to the dividends payable pursuant to Article
IV.C.3(a)(i), no Excess Dividend (as defined below) shall be paid on or declared
and set apart for the shares of any series of Junior Securities or Parity
Securities, if any, unless at the same time a like dividend for the same
dividend period shall be paid on or declared and set apart with respect to all
outstanding shares of the Senior Preferred Stock in a proportionate amount for
each such share of Senior Preferred Stock, as though the holders of the Senior
Preferred Stock, Junior Securities and Parity Securities, if any, as to which
such dividend is paid or declared and set apart were the holders of the number
of shares of Common Stock represented by, or into which their respective shares
of Senior Preferred Stock, Junior Securities and Parity Securities, if any, are
convertible, as of the record date for the determination of the holders of
securities of the Corporation entitled to receive a proportionate amount of such
Excess Dividend. As used herein, "Excess Dividend" means a dollar amount of
dividends paid on or declared and set apart for the shares of any Junior
Securities or Parity Securities with respect to a dividend period to the extent
that the aggregate dollar amount of such dividends, as a percentage of all
dividends paid on or declared and set apart with respect to Senior Preferred
Stock, Junior Securities and Parity Securities, if any, with respect to such
dividend period exceeds the ratio of (x) the number of shares of Common Stock of
the Corporation represented by, and into which, the shares of Junior Securities
and Parity Securities, if any, as to which such dividends were paid or declared
and set aside are convertible to (y) the number of shares of Common Stock
represented by, and into which, shares of Senior Preferred Stock, Junior
Securities and Parity Securities, if any, are convertible, in each case as of
the first day of such dividend period.

       (b)    In the event the Corporation shall declare a distribution (other
than any distribution pursuant to Article IV.C.3(a)) payable in shares of
capital stock of the Corporation (other than Common Stock) or evidences of its
indebtedness or assets (excluding ordinary cash dividends, which may be an
initial cash dividend, payable out of consolidated earnings or earned surplus
(both of which to be calculated for these purposes excluding charges for
amortization of goodwill and other intangibles) and dividends or distributions
referred to in Article IV.C.6(d)(i) and (ii)), securities of other persons,
evidences of indebtedness issued by other persons, or rights


                                     - 27 -
<PAGE>   28


or warrants to subscribe for or purchase any of such securities, assets or
evidences of indebtedness (excluding those rights with respect to the
Corporation's securities referred to in Article IV.C.6(d)(ii)) (any of the
foregoing being hereinafter called "Securities or Assets"), then, in each such
case the holders of the Senior Preferred Stock shall be entitled to a
proportionate share of any such distribution as though the holders of the Senior
Preferred Stock, Junior Securities and Parity Securities, if any, as to which
such distribution is declared were the holders of the number of shares of Common
Stock represented by, and into which their respective shares of Senior Preferred
Stock, Junior Securities and Parity Securities, if any, are convertible, as of
the record date for the determination of the holders of securities of the
Corporation entitled to receive such distribution.

       (c)    All dividends paid with respect to shares of Senior Preferred
Stock pursuant to Article IV.C.3(a)(i) shall be paid as follows:

              (i)    if the funds legally available for the payment of dividends
are sufficient to pay in full the accrued dividends payable to the holders of
the outstanding shares of Senior Preferred Stock, the accrued dividends on each
share of Senior Preferred Stock shall be paid to the holders; or

              (ii)   if the funds legally available for the payment of dividends
are not sufficient to pay in full the accrued dividends payable to the holders
of the outstanding shares of all Senior Preferred Stock, then the aggregate
amount of funds legally available for the payment shall be distributed as
follows:

                     (A)    an amount equal to the aggregate accrued but unpaid
dividends on outstanding shares of Series E Preferred Stock multiplied by the
"Dividend Distribution Fraction" (as defined below) will be paid to the holders
of Series E Preferred Stock (the "Series E Aggregate Distribution"). The Series
E Aggregate Distribution will be paid to the holders of Series E Preferred Stock
on a proportional basis as to each holder of Series E Preferred Stock as
determined by multiplying the Series E Aggregate Distribution by a fraction
determined by dividing (x) the accrued but unpaid dividends payable to each such
holder of Series E Preferred Stock outstanding by (y) the aggregate amount of
accrued but unpaid dividends payable to the holders of all shares of Series E
Preferred Stock outstanding on the record date for the determination of the
holders of Senior Preferred Stock entitled to receive such dividends;

                     (B)    an amount equal to the aggregate accrued but unpaid
dividends on outstanding shares of Series F Preferred Stock multiplied by the
Dividend Distribution Fraction will be paid to the holders of Series F Preferred
Stock (the "Series F Aggregate Distribution"). The Series F Aggregate
Distribution will be paid to the holders of Series F Preferred Stock on a
proportional basis as to each holder of Series F Preferred Stock as determined
by multiplying the Series F Aggregate Distribution by a fraction determined by
dividing (x) the accrued but unpaid dividends payable to each such holder of
Series F Preferred Stock outstanding by (y) the aggregate amount of accrued but
unpaid dividends payable to the holders of all shares of Series F Preferred
Stock outstanding on the record date for the determination of the holders of
Senior Preferred Stock entitled to receive such dividends; and


                                     - 28 -
<PAGE>   29


                     (C)    an amount equal to the aggregate accrued but unpaid
dividends on outstanding shares of Series G Preferred Stock multiplied by the
Dividend Distribution Fraction will be paid to the holders of Series G Preferred
Stock (the "Series G Aggregate Distribution"). The Series G Aggregate
Distribution will be paid to the holders of Series G Preferred Stock on a
proportional basis as to each holder of Series G Preferred Stock as determined
by multiplying the Series G Aggregate Distribution by a fraction determined by
dividing (x) the accrued but unpaid dividends payable to each such holder of
Series G Preferred Stock outstanding by (y) the aggregate amount of accrued but
unpaid dividends payable to the holders of all shares of Series G Preferred
Stock outstanding on the record date for the determination of the holders of
Senior Preferred Stock entitled to receive such dividends.

For purposes of the foregoing calculations, the "Dividend Distribution Fraction"
shall be a fraction determined by dividing (x) the aggregate amount of funds
legally available for the payment of dividends declared with respect to shares
of Senior Preferred Stock, by (y) the aggregate amount of accrued but unpaid
dividends on the shares of Senior Preferred Stock outstanding on the record date
for the determination of the holders of Senior Preferred Stock entitled to
receive such dividends.

       (d)    No full dividends shall be declared by the Board of Directors or
paid or set apart for payment by the Corporation on any Parity Securities for
any period unless full cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum set apart sufficient for such payment on
the Senior Preferred Stock for all dividend payment periods terminating on or
prior to the date of payment, or setting apart for payment, of such full
dividends on such Parity Securities. If any dividends are not paid in full, as
aforesaid, upon the shares of the Senior Preferred Stock and any other Parity
Securities, all dividends declared upon shares of the Senior Preferred Stock and
any other Parity Securities shall be distributed as follows:

              (i)    an amount equal to the aggregate accrued but unpaid
dividends on outstanding shares of Series E Preferred Stock multiplied by the
"Parity Dividend Distribution Fraction" (as defined below) will be paid to the
holders of Series E Preferred Stock (the "Series E Aggregate Parity
Distribution"). The Series E Aggregate Parity Distribution will be paid to the
holders of Series E Preferred Stock on a proportional basis as to each holder of
Series E Preferred Stock as determined by the multiplying the Series E Aggregate
Parity Distribution by a fraction determined by dividing (x) the accrued but
unpaid dividends payable to each such holder of Series E Preferred Stock
outstanding by (y) the aggregate amount of accrued but unpaid dividends payable
to the holders of all shares of Series E Preferred Stock outstanding on the
record date for the determination of the holders of Senior Preferred Stock and
Parity Securities entitled to receive such dividends;

              (ii)   an amount equal to the aggregate accrued but unpaid
dividends on outstanding shares of Series F Preferred Stock multiplied by the
Parity Dividend Distribution Fraction will be paid to the holders of Series F
Preferred Stock (the "Series F Aggregate Parity Distribution"). The Series F
Aggregate Parity Distribution will be paid to the holders of Series F


                                     - 29 -
<PAGE>   30


Preferred Stock on a proportional basis as to each holder of Series F Preferred
Stock as determined by multiplying the Series F Aggregate Parity Distribution by
a fraction determined by dividing (x) the accrued but unpaid dividends payable
to each such holder of Series F Preferred Stock outstanding by (y) the aggregate
amount of accrued but unpaid dividends payable to the holders of all shares of
Series F Preferred Stock outstanding on the record date for the determination of
the holders of Senior Preferred Stock and Parity Securities entitled to receive
such dividends;

              (iii)  an amount equal to the aggregate accrued but unpaid
dividends on outstanding shares of Series G Preferred Stock multiplied by the
Parity Dividend Distribution Fraction will be paid to the holders of Series G
Preferred Stock (the "Series G Aggregate Parity Distribution"). The Series G
Aggregate Parity Distribution will be paid to the holders of Series G Preferred
Stock on a proportional basis as to each holder of Series G Preferred Stock as
determined by multiplying the Series G Aggregate Parity Distribution by a
fraction determined by dividing (x) the accrued but unpaid dividends payable to
each such holder of Series G Preferred Stock outstanding by (y) the aggregate
amount of accrued but unpaid dividends payable to the holders of all shares of
Series G Preferred Stock outstanding on the record date for the determination of
the holders of Senior Preferred Stock and Parity Securities entitled to receive
such dividends; and

              (iv)   an amount equal to the aggregate accrued but unpaid
dividends on outstanding shares of Parity Securities multiplied by the Parity
Dividend Distribution Fraction will be paid to the holders of Parity Securities
(the "Parity Securities Aggregate Parity Distribution"). The Parity Securities
Aggregate Parity Distribution will be paid to the holders of Parity Securities
on a proportional basis as to each holder of Parity Securities as determined by
multiplying the Parity Securities Aggregate Parity Distribution by a fraction
determined by dividing (x) the accrued but unpaid dividends payable to each such
holder of Parity Securities outstanding by (y) the aggregate amount of accrued
but unpaid dividends payable to the holders of all shares of Parity Securities
outstanding on the record date for the determination of the holders of Senior
Preferred Stock and Parity Securities entitled to receive such dividends.

For purposes of the foregoing calculations, the "Parity Dividend Distribution
Fraction" shall be a fraction determined by dividing (x) the aggregate amount of
funds legally available for the payment of dividends declared with respect to
shares of Senior Preferred Stock and Parity Securities, by (y) the aggregate
amount of accrued but unpaid dividends on the shares of Senior Preferred Stock
and Parity Securities outstanding on the record date for the determination of
the holders of Senior Preferred Stock and Parity Securities entitled to receive
such dividends.

No interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on any Senior Preferred Stock or any other
Parity Securities which may be in arrears. Any dividends not paid pursuant to
Article IV.C.3(a)(i) or this Article IV.C.3(d) shall be fully cumulative and
shall accrue (whether or not declared), without interest, as set forth in
Article IV.C.3(a)(i).

       (e)    (i)    Holders of shares of the Senior Preferred Stock shall be
entitled to receive,


                                     - 30 -
<PAGE>   31


on a pari passu basis, the dividends provided for in Article IV.C. 3(a)(i) in
preference to and in priority over any dividends upon any of the Junior
Securities.

              (ii)   So long as any shares of Senior Preferred Stock are or
remain outstanding, the Board of Directors shall not declare, and the
Corporation shall not pay or set apart for payment any dividend on any of the
Junior Securities or take any payment on account of, or set apart for payment
money for a sinking or other similar fund for, the repurchase, redemption or
other retirement of, any of the Junior Securities or Parity Securities or any
warrants, rights or options exercisable for or convertible into any of the
Junior Securities or Parity Securities (other than purchases or redemptions
pursuant to or in accordance with employee stock control, subscription or
option agreements entered into between the Corporation and its or its
subsidiaries' directors, officers and employees prior to the Original Series F
Issue Date and other than the repurchase, redemption or other retirement of
debentures or other debt securities that are convertible or exchangeable into
any of the Junior Securities or Parity Securities), or make any distribution in
respect of the Junior Securities, either directly or indirectly, whether in
cash, obligations or shares of the Corporation or other property (other than
distributions or dividends in Junior Securities to the holders of Junior
Securities), and shall not permit any corporation or other entity directly or
indirectly controlled by the Corporation to purchase or redeem any of the
Junior Securities or Parity Securities or any warrants, rights, calls or
options exercisable for or convertible into any of the Junior Securities or
Parity Securities (other than purchases or redemptions pursuant to or in
accordance with employee agreements entered into between the Corporation and
certain of its or its subsidiaries' directors, officers and employees prior to
the Original Series F Issue Date and other than the repurchase, redemption or
other retirement of debentures or other debt securities that are convertible or
exchangeable into any of the Junior Securities or Parity Securities) unless
prior to or concurrently with such declaration, payment, setting apart for
payment, repurchase, redemption or other retirement or distribution, as the
case may be, all accrued and unpaid dividends on shares of the Senior Preferred
Stock not paid on the dates provided for in Article IV.C.3(a)(i) (including
accrued dividends not paid by reason of the terms and conditions of Article
IV.C.3(a)(i) or Article IV.C.3(d)) shall have been or are paid.

       (f)    Subject to the foregoing provisions of this Article IV.C.3, the
Board of Directors may declare, and the Corporation may pay or set apart for
payment, dividends and other distributions on any of the Junior Securities or
Parity Securities, and may repurchase, redeem or otherwise retire any of the
Junior Securities or Parity Securities or any warrants, rights or options
exercisable for or convertible into any of the Junior Securities or Parity
Securities, and the holders of shares of Senior Preferred Stock shall not be
entitled to share therein.

       (g)    The payment of dividends on all shares of Senior Preferred Stock
outstanding at any time or times may be waived in writing by the holders of (i)
sixty percent (60%) of the voting power of the then outstanding Series E
Preferred Stock and Series G Preferred Stock, voting together as a separate
single class on the basis of one vote for each share of Series E Preferred Stock
and Series G Preferred Stock then outstanding; and (ii) sixty-six and two thirds
percent (66-2/3%) of the voting power of the then outstanding Series F Preferred
Stock, voting as a separate single class on the basis of one vote for each share
of Series F Preferred Stock then outstanding.


                                     - 31 -
<PAGE>   32


       4.     Liquidation Preference. (a) In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of shares of Senior Preferred Stock then outstanding
shall be entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders an amount ("Aggregate Liquidation Amount") in
cash equal to the greater of:

              (i)    the Stated Value of each share of Senior Preferred Stock
outstanding plus all accrued but unpaid dividends thereon to the date of
liquidation, dissolution or winding up; or

              (ii)   the amount that would be distributable to the holders of
the Senior Preferred Stock if the entire remaining assets and funds of the
Corporation legally available for distribution, if any, were to be distributed
among the holders of the Senior Preferred Stock, Junior Securities and Parity
Securities, if any, in proportion to the number of shares of Common Stock
represented by, and into which their respective shares of Senior Preferred
Stock, Junior Securities and Parity Securities, if any, are convertible, as of
the date of liquidation, dissolution or winding up, before any payment shall be
made or any assets distributed to the holders of any of the Junior Securities.

       (b)    If the Aggregate Liquidation Amount is the amount set forth in
Article IV.C.4(a)(i), then the amount available for distribution shall be
distributed as follows:

              (i)    an amount equal to the aggregate Stated Value of each share
of Series E Preferred Stock outstanding, plus accrued but unpaid dividends
thereon, multiplied by the "Liquidation Preference Distribution Fraction" (as
defined below), will be paid to the holders of Series E Preferred Stock (the
"Series E Liquidation Distribution"). The Series E Liquidation Distribution will
be paid to the holders of Series E Preferred Stock on a proportional basis as to
each holder of Series E Preferred Stock as determined by multiplying the Series
E Liquidation Distribution by a fraction determined by dividing (x) the
aggregate Stated Value of Series E Preferred Stock held by each such holder of
Series E Preferred Stock outstanding as of the date of liquidation, dissolution
or winding up, plus the accrued but unpaid dividends payable thereon by (y) the
aggregate Stated Value of all shares of Series E Preferred Stock outstanding as
of the date of liquidation, dissolution or winding up, plus the aggregate amount
of accrued but unpaid dividends payable thereon;

              (ii)   an amount equal to the aggregate Stated Value of each share
of Series F Preferred Stock outstanding, plus accrued but unpaid dividends
thereon, multiplied by the Liquidation Preference Distribution Fraction, will be
paid to the holders of Series F Preferred Stock (the "Series F Liquidation
Distribution"). The Series F Liquidation Distribution will be paid to the
holders of Series F Preferred Stock on a proportional basis as to each holder of
Series F Preferred Stock as determined by multiplying the Series F Liquidation
Distribution by a fraction determined by dividing (x) the aggregate Stated Value
of Series F Preferred Stock held by each such holder of Series F Preferred Stock
as of the date of liquidation, dissolution or winding up, plus the accrued but
unpaid dividends payable thereon by (y) the aggregate Stated Value of all shares
of Series F Preferred Stock outstanding as of the date of liquidation,


                                     - 32 -
<PAGE>   33


dissolution or winding up plus the aggregate amount of accrued but unpaid
dividends payable thereon; and

              (iii)  an amount equal to the aggregate Stated Value of each share
of Series G Preferred Stock outstanding, plus accrued but unpaid dividends
thereon, multiplied by the Liquidation Preference Distribution Fraction, will be
paid to the holders of Series G Preferred Stock (the "Series G Liquidation
Distribution"). The Series G Liquidation Distribution will be paid to the
holders of Series G Preferred Stock on a proportional basis as to each holder of
Series G Preferred Stock as determined by multiplying the Series G Liquidation
Distribution by a fraction determined by dividing (x) the aggregate Stated Value
of Series G Preferred Stock held by each such holder of Series G Preferred Stock
as of the date of liquidation, dissolution or winding up, plus the accrued but
unpaid dividends payable thereon by (y) the aggregate Stated Value of all shares
of Series G Preferred Stock outstanding as of the date of liquidation,
dissolution or winding up plus the aggregate amount of accrued but unpaid
dividends payable thereon.

For purposes of the foregoing calculations, "Liquidation Preference Distribution
Fraction" shall be a fraction determined by dividing (x) the aggregate amount of
assets and funds available for payment of the Aggregate Liquidation Amount by
(y) the aggregate Stated Value of each share of Senior Preferred Stock
outstanding plus all accrued but unpaid dividends thereon to the date of
liquidation, dissolution or winding up.

       (c)    If the Aggregate Liquidation Preference is the amount set forth in
Article IV.C.4(a)(ii), then the amount available for distribution shall be
distributed as follows:

              (i)    (A)    an amount equal to the Stated Value of each share of
       Series E Preferred Stock outstanding shall be paid to each holder of
       Series E Preferred Stock;

                     (B)    an amount equal to the Stated Value of each share of
       Series F Preferred Stock outstanding shall be paid to each holder of
       Series F Preferred Stock; and

                     (C)    an amount equal to the Stated Value of each share of
       Series G Preferred Stock outstanding shall be paid to each holder of
       Series G Preferred Stock; and

              (ii)   the balance of the Aggregate Liquidation Preference shall
be paid to the holders of Senior Preferred Stock outstanding as of the date of
liquidation, dissolution or winding up on a pro rata basis in proportion to the
number of shares of Common Stock into which such shares of Senior Preferred
Stock are then convertible.

       (d)    After payment to the holders of the Senior Preferred Stock of the
amounts set forth in Article IV.C.4(a), the remaining assets and funds of the
Corporation legally available for distribution, if any, shall be distributed
among the holders of the Collective Preferred Stock and Common Stock as provided
in Article IV.B.2.

       (e)    (i)    For purposes of this Article IV.C.4, a Change of Control
(as defined


                                     - 33 -
<PAGE>   34


below) shall, at the option of each holder of Senior Preferred Stock with an
aggregate Stated Value of not less than $1,000,000, upon written notice to the
Corporation prior to the closing of the transaction that constitutes a Change of
Control, be treated as a liquidation, dissolution or winding up of the
Corporation with respect to such holder and shall entitle the electing holders
of Senior Preferred Stock to receive, at the closing of the transaction that
constitutes a Change of Control, in cash, securities or other property (valued
as provided in Article IV.C.4(f) below), amounts as specified in Article
IV.C.4(a), (b) and (c) above; provided, however, that when such payments are
made as a result of a Change of Control that is treated as a liquidation,
dissolution, or winding up of the Corporation, the payment to be made pursuant
to this Article IV.C.4(e) shall be made only upon surrender of the certificate
or certificates for the shares of Senior Preferred Stock with respect to which
such payment is to be made, and, from and after the date that the certificate or
certificates for such shares are required to be surrendered (whether or not such
certificate or certificates are surrendered on such date), all rights (other
than the right to receive payment as provided in this Article IV.C.4(e) upon
surrender of such certificate or certificates) with respect to such shares shall
terminate, and such shares be deemed to be canceled and retired. Notwithstanding
the foregoing, a Change of Control shall not be treated as a liquidation,
dissolution or winding up of the Corporation with respect to any holder of the
Senior Preferred Stock if the holders of (i) sixty percent (60%) of the voting
power of the then outstanding Series E Preferred Stock, voting as a separate
single class on the basis of one vote for each share of Series E Preferred Stock
then outstanding, (ii) sixty-six and two thirds percent (66-2/3%) of the voting
power of the then outstanding Series F Preferred Stock, voting as a separate
single class on the basis of one vote for each share of Series F Preferred Stock
then outstanding, and (iii) sixty percent (60%) of the voting power of the then
outstanding Series G Preferred Stock, voting as a separate single class on the
basis of one vote for each share of Series G Preferred Stock then outstanding,
waive in writing the provisions of this Article IV.C.4(e), as applicable, prior
to definitive authorization by the Board of Directors of such transaction or
prior to the order of such court or administrative body requiring such
reorganization.

              (ii)   "Change of Control" means (x) the sale, lease, conveyance
or other disposition of all or substantially all of the Corporation's assets as
an entirety or substantially as an entirety to any person or "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) in one or a series of
transactions, provided that a transaction where the holders of all classes of
voting stock of the Corporation immediately prior to such transaction own,
directly or indirectly, more than 50% of the aggregate voting power of all
classes of voting stock of such person or group immediately after such
transaction shall not be a Change of Control; or (y) any transaction or series
of transactions (as a result of a tender offer, merger, consolidation or
otherwise, but not as a result of the issuance of Senior Preferred Stock or of a
Qualified Public Offering as defined in Article IV.C.6(j)(i) hereof) that
results in, or that is in connection with, any person, including a "group"
(within the meaning of Section 13(d)(3) of the Exchange Act) that includes such
person, acquiring "beneficial ownership" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 50% or more of the aggregate voting
power of all classes of voting stock of the Corporation or any person that
possesses "beneficial ownership" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of 50% or more of the aggregate voting power of
all classes of voting stock of the Corporation.


                                     - 34 -
<PAGE>   35


       (f)    Whenever the distribution provided for in this Article IV.C.4
shall be payable in securities or property other than cash, the value of such
distribution shall be the fair market value of such securities or other property
as determined in good faith by the Board of Directors of the Corporation.

       5.     Redemption. The Corporation shall not have the right to call or
redeem any shares of Senior Preferred Stock.

       6.     Conversion.

       (a)    Right to Convert. Upon the terms and in the manner set forth in
this Article IV.C.6 and subject to the provisions for adjustment contained in
Article IV.C.6(d), each share of Senior Preferred Stock shall be convertible, at
the option of the holder thereof at any time, upon surrender to the Corporation
of the certificates for the shares to be converted, into a number of fully paid
and nonassessable shares of Common Stock as is determined by dividing the
applicable Stated Value of such Senior Preferred Stock by the applicable
Conversion Price (as defined below) in effect at the time of conversion. The
conversion price for the Series E Preferred Stock shall be $0.035619838954 per
share, subject to adjustment as provided below (the "Series E Conversion
Price"). The conversion price for the Series F Preferred Stock shall be
$0.05526523774 per share, subject to adjustment as provided below (the "Series F
Conversion Price"). The conversion price for the Series G Preferred Stock shall
be $0.13 per share, subject to adjustment as provided below (the "Series G
Conversion Price").

Each of the "Series E Conversion Price," the "Series F Conversion Price," and
the "Series G Conversion Price" may be referred to herein as the "Conversion
Price," but the Conversion Price applicable to Series E Preferred Stock shall
only be the "Series E Conversion Price," the Conversion Price applicable to
Series F Preferred Stock shall only be the "Series F Conversion Price" and the
Conversion Price applicable to the Series G Preferred Stock shall only be the
"Series G Conversion Price".

Subject to Article IV.C.6(j)(i), in the event that at the time of the conversion
of a holder's Series E Preferred Stock, Series F Preferred Stock, or Series G
Preferred Stock there are accrued but unpaid cash dividends, whether or not
declared, on such Series E Preferred Stock, Series F Preferred Stock, or Series
G Preferred Stock such cash dividend payable to a holder of Series E Preferred
Stock, Series F Preferred Stock, or Series G Preferred Stock pursuant to Article
IV.C.3(a) shall be paid and distributed to such holder of Series E Preferred
Stock, Series F Preferred Stock, or Series G Preferred Stock immediately prior
to the conversion of such holder's Series E Preferred Stock, Series F Preferred
Stock, or Series G Preferred Stock; provided that if a holder intends to convert
only a portion of its Series E Preferred Stock, Series F Preferred Stock, or
Series G Preferred Stock the cash dividend payable to such holder immediately
prior to such conversion shall be that dollar amount which is proportionate to
the number of shares of Series E Preferred Stock, Series F Preferred Stock, or
Series G Preferred Stock which such holder intends to convert. If pursuant to
and in accordance with Article IV.C.3(a) the Corporation cannot distribute all
or a portion of such cash dividend immediately prior to such conversion, then
the Corporation shall distribute the balance of such cash dividend as soon as
assets or funds are


                                     - 35 -
<PAGE>   36


available for such distribution under and in accordance with Article IV.C.3(a).

       (b)    Mechanics of Conversion.

              (i)    In order for a holder of Series E Preferred Stock, Series F
Preferred Stock, or Series G Preferred Stock to convert shares of Series E
Preferred Stock, Series F Preferred Stock, or Series G Preferred Stock into
shares of Common Stock, such holder shall surrender the certificate or
certificates for such shares of Series E Preferred Stock, Series F Preferred
Stock, or Series G Preferred Stock at the office of the transfer agent for the
Senior Preferred Stock (or at the principal office of the Corporation if the
Corporation serves as its own transfer agent), together with written notice that
such holder elects to convert all or any number of shares of the Series E
Preferred Stock, Series F Preferred Stock, or Series G Preferred Stock
represented by such certificate of certificates. Such notice shall state such
holder's name or the names of the nominees in which such holder wishes the
certificate or certificates for shares of Common Stock to be issued. If required
by the Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by a written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the registered holder or his,
her or its attorney duly authorized in writing. The date of receipt of such
certificates and notice by the transfer agent (or by the Corporation if the
Corporation serves as its own transfer agent) shall be the conversion date
("Conversion Date"). The Corporation shall, as soon as practicable after the
Conversion Date, issue and deliver at such office to such holder of Series E
Preferred Stock, Series F Preferred Stock, or Series G Preferred Stock or to
his, her or its nominees, a certificate or certificates for the number of shares
of Common Stock to which such holder shall be entitled. No fractional shares
shall be issued upon conversion of the Series E Preferred Stock, Series F
Preferred Stock, or Series G Preferred Stock, and the number of shares of Common
Stock to be issued shall be rounded up to the nearest whole share. In
determining the number of shares of Common Stock issuable upon conversion, each
holder's Series E Preferred Stock, Series F Preferred Stock, Series G Preferred
Stock and Collective Preferred Stock being converted on the same day shall be
aggregated.

              (ii)   The Corporation shall at all times when any Series E
Preferred Stock, Series F Preferred Stock, or Series G Preferred Stock shall be
outstanding, reserve and keep available out of its authorized but unissued
stock, for the purpose of effecting the conversion of the Series E Preferred
Stock, Series F Preferred Stock, or Series G Preferred Stock, such number of its
duly authorized shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding shares of Series E Preferred Stock,
Series F Preferred Stock, and Series G Preferred Stock. Before taking any action
which would cause an adjustment reducing the Conversion Price below the then par
value of the shares of Common Stock issuable upon conversion of the Series E
Preferred Stock, Series F Preferred Stock, or Series G Preferred Stock, the
Corporation will take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Corporation may validly and legally
issue fully paid and nonassessable shares of Common Stock at such adjusted
Conversion Price.

              (iii)  On the Conversion Date, all shares of Series E Preferred
Stock, Series F Preferred Stock, and Series G Preferred Stock which shall have
been surrendered for conversion


                                     - 36 -
<PAGE>   37


as herein provided shall no longer be deemed to be outstanding and all rights
with respect to such shares, including the rights, if any, to receive notices
and to vote such Series E Preferred Stock, Series F Preferred Stock, and Series
G Preferred Stock shall immediately cease and terminate on the Conversion Date,
except only the right of the holders thereof to receive shares of Common Stock
in exchange therefor.

              (iv)   If the conversion is in connection with an underwritten
offering of securities registered pursuant to the Securities Act of 1933, as
amended, which is not a Qualified Public Offering as defined in Article
IV.C.6(j)(i), the conversion may, at the option of any holder tendering Series E
Preferred Stock, Series F Preferred Stock, or Series G Preferred Stock for
conversion, be conditioned upon the closing with the underwriter of the sale of
securities pursuant to such offering, in which event the person(s) entitled to
receive the Common Stock issuable upon such conversion of Series E Preferred
Stock, Series F Preferred Stock, or Series G Preferred Stock shall not be deemed
to have converted such Series E Preferred Stock, Series F Preferred Stock, or
Series G Preferred Stock until immediately prior to the closing of the sale of
securities.

       (c)    Dividends Payable. The holders of shares of Series E Preferred
Stock, Series F Preferred Stock and Series G Preferred Stock at the close of
business on a dividend payment record date shall be entitled to receive the
dividend payable on such shares on the corresponding dividend payment date
notwithstanding the conversion thereof or the Corporation's default in payment
of the dividend due on such dividend payment date.

       (d)    Adjustments to Conversion Price. The applicable Conversion Price
shall be subject to adjustment as described below as a result of events taking
place at any time or from time to time after the Original Issue Date as to
Series E Preferred Stock, the Original Series F Issue Date with respect to
Series F Preferred Stock and the Original Series G Issue Date (as hereinafter
defined) with respect to the Series G Preferred Stock.

For purposes of this Certificate of Incorporation the date on which a share of
Series G Preferred Stock was first issued is defined as the "Original Series G
Issue Date".

              (i)    Stock Dividends, Splits and Reclassifications. If the
Corporation shall (w) declare or pay a dividend on its outstanding Common Stock
in shares of Common Stock or make a distribution to all holders of its Common
Stock in shares of Common Stock, (x) subdivide its outstanding shares of Common
Stock into a greater number of shares of Common Stock, (y) combine its
outstanding shares of Common Stock into a smaller number of shares of Common
Stock or (z) issue by reclassification of its shares of Common Stock other
securities of the Corporation, then the Series E Conversion Price, Series F
Conversion Price, and the Series G Conversion Price in effect immediately prior
thereto shall be adjusted so that the holder of any shares of Series E Preferred
Stock, Series F Preferred Stock, or Series G Preferred Stock thereafter
converted shall be entitled to receive the number and kind of shares of Common
Stock of other securities that the holder would have owned or have been entitled
to receive after the happening of any of the events described above had such
shares of Series E Preferred Stock, Series F Preferred Stock, or Series G
Preferred Stock been converted immediately prior to the


                                     - 37 -
<PAGE>   38


happening of such event or any record date with respect thereto. An adjustment
made pursuant to this Article IV.C.6(d)(i) shall become effective on the date of
the dividend payment, subdivision, combination or issuance retroactive to the
record date with respect thereto, if any, for such event. Such adjustments shall
be made successively.

              (ii)   Rights, Options, and Convertible and Exchangeable
Securities. If the Corporation shall issue, without charge to holders of its
Common Stock or Preferred Stock, rights, options, warrants or convertible or
exchangeable securities containing the right to subscribe for or purchase shares
of Common Stock (excluding "Excluded Securities" as defined in Article
IV.C.6(d)(iv) below) at a price per share (the "Rights Price") that is lower
than the then current Series E Conversion Price, Series F Conversion Price or
Series G Conversion Price at the record date mentioned below, the Series E
Conversion Price, the Series F Conversion Price and/or the Series G Conversion
Price, as the case may be, shall be adjusted to be equal to the Rights Price.
The adjustment shall be made successively whenever any such rights, options,
warrants or convertible or exchangeable securities are issued, and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive the rights, options, warrants or convertible or
exchangeable securities. If all such rights, options, warrants or convertible or
exchangeable securities expire or terminate without having been converted,
exchanged or exercised, as the case may be, then, subject to the other
provisions of this Article IV.C.6 and successive applications of this Article
IV.C.6(d)(ii), the Conversion Price shall be recalculated and adjusted to the
amount such Conversion Price would have been assuming (but taking into account
all subsequent issuances of securities by the Company) that such expired or
terminated rights, options, warrants or convertible or exchangeable securities
had never been issued by the Corporation.

              (iii)  Dividends in Kind. In case the Corporation shall distribute
to all holders of its outstanding Common Stock any Securities or Assets (as
defined in Article IV.C.3(b)) that, for any reason, are not distributed to
holders of the Series E Preferred Stock, Series F Preferred Stock, or Series G
Preferred Stock pursuant to Article IV.C.3(b), then in each such case, unless
the Corporation elects to reserve shares or other units of such Securities or
Assets for distribution to the holders of the Series E Preferred Stock, Series F
Preferred Stock and Series G Preferred Stock upon the conversion of the shares
of Series E Preferred Stock, Series F Preferred Stock, and Series G Preferred
Stock so that any such holder converting shares of Series E Preferred Stock,
Series F Preferred Stock, or Series G Preferred Stock, as the case may be, will
receive upon such conversion, in addition to the shares of Common Stock to which
such holder is entitled, the amount and kind of such Securities or Assets which
such holder would have received if such holder had, immediately prior to the
record date for the distribution of the Securities or Assets, converted its
shares of Series E Preferred Stock, Series F Preferred Stock, or Series G
Preferred Stock into Common Stock, the Series E Conversion Price, the Series F
Conversion Price, and the Series G Conversion Price shall be adjusted so that
the same shall equal the price determined by multiplying the applicable
Conversion Price in effect immediately prior to the date of such distribution by
a fraction of which the numerator shall be the current market price per share
(as determined in accordance with Article IV.C.6(d)(v)) of the Common Stock on
the record date mentioned below less the then fair market value (as determined
by the Board of Directors, whose determination shall, if made in good faith, be
conclusive) of the


                                     - 38 -
<PAGE>   39


portion of the capital stock or assets or evidences of indebtedness so
distributed or of such rights or warrants applicable to one share of Common
Stock, and of which the denominator shall be the current market price per share
of the Common Stock on such record date. Such adjustment shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such distribution, except as provided in Article IV.C.6(d)(i) above.

              (iv)   Issuances Below Conversion Price. If the Corporation shall
issue without charge or sell and issue any shares of Common Stock, rights,
options, warrants or convertible or exchangeable securities containing the right
to subscribe for or purchase shares of Common Stock (excluding the "Excluded
Securities" as defined below in this Article IV.C.6(d)(iv)) at a price per share
(determined, in the case of rights, options, warrants or convertible or
exchangeable securities, by dividing (x) the total amount received or receivable
by the Corporation in consideration of the sale and issuance of such rights,
options, warrants or convertible or exchangeable securities, plus the total
consideration payable to the Corporation upon exercise or conversion or exchange
thereof, by (y) the total number of shares of Common Stock covered by such
rights, options, warrants or convertible or exchangeable securities) (the
"Issuance Price") that is lower than the then current Series E Conversion Price,
the Series F Conversion Price or the Series G Conversion Price immediately prior
to such sale and issuance, then in each case the Series E Conversion Price, the
Series F Conversion Price and/or the Series G Conversion Price, as the case may
be, shall be adjusted to be equal to the Issuance Price. For the purposes of
such adjustment, the consideration received or receivable by the Corporation
therefor shall be deemed to be the consideration received or receivable by the
Corporation (plus any discounts or commissions in connection therewith) for such
rights, options, warrants or convertible or exchangeable securities, plus the
consideration or premiums stated in such rights, options, warrants or
convertible or exchangeable securities to be paid for the shares of Common Stock
purchasable thereby. In case the Corporation shall (x) sell and issue shares of
Common Stock for a consideration consisting, in whole or in part, of property
other than cash or its equivalent or (y) sell and issue shares of Common Stock
together with one or more other securities as part of a unit at a price per
unit, then in determining the "price per share" and the "consideration received
or receivable by the Corporation" for purposes of the first sentence and the
immediately preceding sentence of this Article IV.C.6(d)(iv), the Board of
Directors shall determine, in its discretion, the fair value of said property or
the shares of Common Stock then being sold as part of such unit, as the case may
be, and such determination, if made in good faith, shall be binding. If all such
rights, options, warrants or convertible or exchangeable securities expire or
terminate without having been converted, exchanged or exercised, as the case may
be, then, subject to the other provisions of this Article IV.C.6 and successive
applications of this Article IV.C.6(d)(iv), the Conversion Price shall be
recalculated and adjusted to the amount such Conversion Price would have been
assuming (but taking into account all subsequent issuances of securities by the
Company) that such expired or terminated rights, options, warrants or
convertible or exchangeable securities had never been issued by the Corporation.
The adjustments required by this Article IV.C.6(d)(iv) shall be made
successively whenever any such shares of Common Stock, rights, options, warrants
or convertible or exchangeable securities containing the right to subscribe for
or purchase shares of Common Stock are issued for less then the current Series E
Conversion Price, the Series F Conversion Price and/or the Series G Conversion
Price, as the case may be, subject to the exceptions noted above with respect to
the


                                     - 39 -
<PAGE>   40


Excluded Securities, and shall become effective immediately after the issue
date.

       As used in this Article IV.C.6(d)(iv) and Article IV.C.6(d)(ii) above,
"Excluded Securities" means and includes the following:

                     (A)    shares of Common Stock, rights, options, warrants or
convertible or exchangeable securities containing the right to subscribe for or
purchase shares of Common Stock issued in any of the transactions described in
paragraphs (i), (ii) and (iii) above;

                     (B)    any shares of Common Stock, options or warrants to
purchase shares of Common Stock issued or granted on or before August 31, 1999
and the shares of Common Stock issuable upon the exercise of such options or
warrants;

                     (C)    any shares of Preferred Stock or warrants to
purchase shares of Preferred Stock issued on or before August 31, 1999, the
shares of Preferred Stock issuable upon the exercise of such warrants and the
shares of Common Stock issuable upon conversion of such shares of Preferred
Stock; and

                     (D)    shares of Common Stock issued to or issuable upon
the exercise of stock options or other rights to be granted to existing or
future officers, employees, directors or contractors of the Corporation or its
subsidiaries with an exercise price between $0.035619838954 per share and
$0.05526523774 per share (the "Excluded Options"), provided that upon the grant
of any Excluded Options (with the date of each such grant being referred to
herein as an "Excluded Option Grant Date"), the number of shares of Common Stock
underlying the Excluded Options being granted on any particular Excluded Option
Grant Date, and the number of shares of Common Stock underlying all options
granted to past and existing employees, directors, or contractors under the
Company's stock option plans shall not at any time exceed the aggregate of
212,870,132 (including 54,854,298 "Additional Excluded Options" as defined
below) shares of Common Stock.

                     (E)    shares of Common Stock issued to or issuable upon
the exercise of stock options or other rights to be granted to existing or
future officers, employees, directors or contractors of the Corporation or its
subsidiaries with an exercise price between $0.05526523774 per share and $0.13
per share (the "Additional Excluded Options"), provided that upon the grant of
any Additional Excluded Options (with the date of each such grant being referred
to herein as an "Additional Excluded Option Grant Date"), the number of shares
of Common Stock underlying the Additional Excluded Options being granted on any
particular Additional Excluded Option Grant Date, and the number of shares of
Common Stock underlying the Additional Excluded Options shall not at any time
exceed the aggregate of 54,854,298 shares of Common Stock.

       For purposes of this Certificate of Incorporation the date on which a
share of Series E Preferred Stock was first issued is defined as the "Original
Issue Date."

       (v)    Current Market Price. For the purposes of any computation of
current


                                     - 40 -
<PAGE>   41


market price per share under Section (6)(d)(iii), the current market price per
share of Common Stock at any date shall be deemed to be the average of the daily
closing prices for the 20 consecutive trading days commencing on the 30th
trading day prior to the date in question. The closing price for each day shall
be (v) the average of the highest and lowest trading price of a share of Common
Stock of the Corporation on the principal national securities exchange on which
such stock is then listed or admitted to trading on such date, or, if no trade
occurs on such date, the average of the reported closing bid and asked prices on
such date on such exchange, or (w) if such stock is not then listed or admitted
to trading on any national securities exchange but is designated as a National
Market System Security by the National Association of Securities Dealers, the
last reported trading price of such stock on such National Market System on such
date, or (x) if there shall have been no trading on such National Market System
on such date or if such stock is not so designated, the average of the reported
closing bid and asked prices of such stock on such date as shown by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), or (y)
if such stock is not quoted on NASDAQ, the average of the firm bid and offer
prices for such stock as reported on the NASDAQ OTC Bulletin Board Display
Service on such date or the average of the then most recently reported such
prices, or (z) if such stock is not quoted on the NASDAQ OTC Bulletin Board
Display Service, the average of the bid and asked prices for such stock on such
date as reported in the "pink sheets" published by the National Quotation Bureau
or as quoted by any member firm of the New York Stock Exchange selected by the
Board. In the event such closing prices are unavailable, the current market
price shall be deemed to be the fair market value as determined in good faith by
the Board of Directors, on the basis of such relevant factors as it in good
faith considers, in the reasonable judgment of the Board of Directors,
appropriate.

       (vi)   Adjustment for Merger or Reorganization, etc. In case of any
consolidation or merger of the Corporation with or into another corporation
(other than a Change of Control which is treated as a liquidation pursuant to
Article IV.C.4(e) by the holders of a majority of the Senior Preferred Stock
then outstanding), the authorized capital of the surviving or resulting
corporation (referred to herein as the "surviving corporation") shall include
provision for a class or classes of senior preferred stock having rights,
preferences and limitations substantially economically equivalent to the Senior
Preferred Stock with respect to the capital structure of the Corporation
immediately prior to such consolidation or merger, including provision for each
holder of each share of Senior Preferred Stock, as the case may be, to receive
the preferred stock of the surviving corporation which corresponds to such
series on a substantially economically equivalent basis and which shall
thereafter be convertible into the kind and amount of shares of stock or other
securities of the surviving corporation or other property to which a holder of
the number of shares of Common Stock of the Corporation deliverable upon
conversion of such Senior Preferred Stock would have been entitled upon such
consolidation or merger; and, in such case, appropriate adjustment (as
determined in good faith by the Board of Directors) shall be made in the
application of the provisions set forth in this Article IV.C.6 with respect to
the rights and interest thereafter of the holders of Senior Preferred Stock to
the end that the provisions set forth in this Article IV.C.6 (including
provisions with respect to changes in and other adjustments of the Conversion
Price) shall thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other securities of the surviving corporation
or other property thereafter deliverable upon the conversion of the


                                     - 41 -
<PAGE>   42


Senior Preferred Stock.

              (vii)  References to Common Stock. For the purposes of this
Article IV.C.6(d) and Article IV.C.(g) below, the term "shares of Common Stock"
shall mean (x) the class of stock designated as the Common Stock of the
Corporation at the date hereof or (y) any other class of stock resulting from
successive changes or reclassifications of such shares consisting solely of
changes in par value, or from no par value to par value. In the event that at
any time, as a result of an adjustment made pursuant to Article IV.C.6(d)(i),
(iii) or (vi), the holders of Senior Preferred Stock shall become entitled to
receive any securities other than shares of Common Stock, thereafter the number
of such other securities so issuable upon conversion of the shares of Series E
Preferred Stock, Series F Preferred Stock, or Series G Preferred Stock shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the shares of Series
E Preferred Stock, Series F Preferred Stock, or Series G Preferred Stock, as the
case may be, contained in this Article IV.C.6(d).

              (viii) Deferral of Issuance of Common Stock. Notwithstanding the
foregoing, in any case in which this Article IV.C.6(d) provides that an
adjustment shall become effective immediately after a record date for an event,
the Corporation may defer until the occurrence of such event issuing to the
holder of any share of Series E Preferred Stock, Series F Preferred Stock or
Series G Preferred Stock converted after such record date and before the
occurrence of such event the additional shares of Common Stock issuable upon
such conversion before giving effect to such adjustment.

       (e)    Issue and Transfer Taxes. The Corporation will pay any and all
documentary, stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of shares of Common Stock on the conversion of shares of
Senior Preferred Stock pursuant to this Article IV.C.6; provided, however, that
the Corporation shall not be required to pay any tax which may be payable in
respect of any registration of transfer involved in the issue or delivery of
shares of Common Stock in a name other than that of the registered holder of
Senior Preferred Stock converted or to be converted, and no such issue or
delivery shall be made unless and until the person requesting such issue has
paid to the Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid.

       (f)    No Impairment. Except as permitted by applicable law and the
Certificate of Incorporation, including this Article IV.C., the Corporation will
not, by amendment of its Certificate of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Article IV.C.6 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 Senior Preferred Stock against impairment.

       (g)    Certificate as to Adjustments. Upon the occurrence of each
adjustment of the Conversion Price pursuant to this Article IV.C.6, the
Corporation at its expense shall promptly


                                     - 42 -
<PAGE>   43


compute such adjustment in accordance with the terms hereof and furnish to each
holder of Senior Preferred Stock a certificate setting forth such adjustment and
showing in detail the facts upon which such adjustment is based. The Corporation
shall, upon the written request at any time of any holder of Senior Preferred
Stock, furnish or cause to be furnished to such holder a similar certificate
setting forth (i) such adjustments, (ii) the Conversion Price then in effect,
and (iii) the number of shares of Common Stock and the amount, if any, of other
property which then would be received upon the conversion of Series E Preferred
Stock, Series F Preferred Stock or Series G Preferred Stock, as the case may be.

       (h)    Notice of Record Date. In the event:

              (i)    that the Corporation declares a dividend (or any other
distribution) on its Common Stock payable in Common Stock or other securities of
the Corporation;

              (ii)   that the Corporation subdivides or combines its outstanding
shares of Common Stock;

              (iii)  of any reclassification of the Common Stock of the
Corporation (other than a subdivision or combination of its outstanding shares
of Common Stock or a stock dividend or stock distribution thereon), or of any
consolidation or merger of the Corporation into or with another corporation, or
of the sale of all or substantially all of the assets of the Corporation or of
any other Change of Control; or

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

then the Corporation shall cause to be filed at its principal office or at the
office of the transfer agent of the Senior Preferred Stock, and shall cause to
be mailed to the holders of Senior Preferred Stock at their last addresses as
shown on the records of the Corporation or such transfer agent, at least ten
(10) days prior to the record date specified in (A) below or twenty (20) days
before the date specified in (B) below, a notice stating:

                     (A)    the record date of such dividend, distribution,
subdivision or combination, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such dividend,
distribution, subdivision or combination are to be determined, or

                     (B)    the date on which such reclassification,
consolidation, merger, sale, Change of Control, dissolution, liquidation or
winding up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon
such reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up.

              (i)    Notices. Any notice required by the provisions of this
Article IV.C.6 to be given to the holders of shares of Senior Preferred Stock
shall be deemed given if deposited in the


                                     - 43 -
<PAGE>   44


United States mail, first class, postage prepaid, and addressed to each holder
of record at its address appearing on the books of the Corporation.

       (j)    Mandatory Conversion

              (i)    Mandatory Conversion Event. All holders of shares of Senior
Preferred Stock then outstanding shall convert their shares of Senior Preferred
Stock into shares of Common Stock, at the then effective Conversion Price
pursuant to this Article IV.C.6, upon the closing of a Qualified Public
Offering. Notwithstanding any provision to the contrary contained herein, (x) in
the event that there are accrued but unpaid cash dividends with respect to any
Senior Preferred Stock at the date of the closing of a Qualified Public
Offering, all such accrued but unpaid cash dividends payable to the holders of
Senior Preferred Stock shall be canceled, and no holder or former holder of
Senior Preferred Stock shall have any further right or interest to such
dividends, or (y) in the event of voluntary conversion by a holder of any Senior
Preferred Stock at a time when the Corporation is contemplating an initial
public offering, the Corporation may, at its option, defer payment of any
dividends otherwise payable upon such conversion for up to 180 days and if a
Qualified Public Offering is closed within such 180 day period, all of such
accrued but unpaid cash dividends payable to such holders of Senior Preferred
Stock shall be canceled and no such holder of Senior Preferred Stock shall have
any further right or interest therein.

              (ii)   Procedure for Mandatory Conversion. Upon a mandatory
conversion pursuant to Article IV.C.6(j)(i), the outstanding shares of Senior
Preferred Stock will be automatically converted into shares of Common Stock
without any further action by the holders of such shares and whether or not the
certificates representing such shares are surrendered for conversion to the
Corporation or the transfer agent for the Senior Preferred Stock. On the date of
mandatory conversion, all rights with respect to the Senior Preferred Stock so
converted, including the rights, if any, to receive notices and vote, will
terminate, except for 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 Senior Preferred Stock has been converted
(as rounded with respect to any fraction of a share as provided in Article
IV.C.6(b)(i)). 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 authorized in
writing. As soon as practicable after the date of such mandatory conversion and
the surrender of the certificate or certificates of Senior Preferred Stock, the
Corporation shall cause to be issued and delivered to such holder, or on his,
her or its written order, a certificate or certificates for the number of full
shares of Common Stock issuable on such conversion in accordance with the
provisions hereof as rounded as provided in Article IV.C.6(b)(i) in respect of
any fraction of a share of Common Stock otherwise issuable upon such conversion.

       (k)    Retirement and Cancellation of Shares. All certificates evidencing
shares of Senior Preferred Stock which are required to be surrendered for
conversion in accordance with the provisions hereof shall, from and after the
date such certificates are so required to be surrendered, be deemed to have been
retired and canceled and the shares of Senior Preferred


                                     - 44 -
<PAGE>   45


Stock represented thereby converted into Common Stock for all purposes,
notwithstanding the failure of the holder or holders thereof to surrender such
certificates on or prior to such date.

       7.     Voting Rights. (a) Each holder of shares of Senior Preferred Stock
shall be entitled to the number of votes equal to the number of shares of Common
Stock into which such shares of Senior Preferred Stock could be converted and
shall have voting rights and powers equal to the voting rights and powers of the
Common Stock (except as otherwise expressly provided herein or as required by
law, voting together with the Common Stock and other series of Preferred Stock
as a single class) and shall be entitled to notice of any stockholders' meeting
in accordance with applicable law and the Bylaws of the Corporation.

       (b)    So long as any shares of Senior Preferred Stock remain
outstanding, the Corporation shall not, without the vote or written consent by
the holders of at least a majority of the voting power of the then outstanding
Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock,
voting together as a separate single class on the basis of one vote for each
share of Series E Preferred Stock, Series F Preferred Stock and Series G
Preferred Stock then outstanding, approve:

              (i)    Any amendment to the Corporation's Certificate of
Incorporation or Bylaws, other than amendments relating solely to the
authorization, creation or issuance of additional Common Stock;

              (ii)   Any merger or consolidation of the Corporation or any
subsidiary of the Corporation, other than a merger pursuant to Section 253 of
the Delaware General Corporation Law;

              (iii)  The sale, lease or exchange of all or substantially all of
the assets of the Corporation;

              (iv)   Any reorganization or liquidation (not including a Change
of Control which is treated as a liquidation pursuant to Article IV.C.4(e)) or
winding up of the Corporation;

              (v)    Any transaction pursuant to which the Corporation or any of
its subsidiaries: (w) acquires the capital stock of any entity other than the
Corporation, or any entity which is not then a subsidiary of the Corporation,
pursuant to a solicitation of tenders therefor, or in one or more negotiated
block, market or other transactions not involving a tender offer, or a
combination of any of the foregoing; (x) makes any entity a subsidiary of the
Corporation; (y) causes any entity to be merged into the Corporation or any of
its subsidiaries, in any case, pursuant to a merger, purchase of assets or any
reorganization providing for the delivery or issuance to the holders of such
entity's then outstanding securities, in exchange for such securities, cash or
securities of the Corporation or any of its affiliates, or a combination
thereof; or (z) purchases all or substantially all of the business or assets of
any entity; or

              (vi)   The repurchase, redemption or other acquisition of any
shares of Preferred Stock or Common Stock other than (x) repurchases of shares
of capital stock pursuant to


                                     - 45 -
<PAGE>   46


employee buy-sell arrangements in effect on or before the Original Series F
Issue Date and (y) by conversion of Preferred Stock in accordance with the terms
thereof.

       (c)    So long as any shares of Senior Preferred Stock remain
outstanding, the Corporation shall not, without the vote or written consent by
the holders of (i) at least sixty percent (60%) of the voting power of the then
outstanding Series E Preferred Stock, voting as a separate single class on the
basis of one vote for each share of Series E Preferred Stock then outstanding,
and the vote, (ii) at least sixty-six and two-thirds percent (66-2/3%) of the
voting power of the then outstanding Series F Preferred Stock, voting as a
separate single class on the basis of one vote for each share of Series F
Preferred Stock then outstanding, and (iii) at least sixty percent (60%) of the
voting power of the then outstanding Series G Preferred Stock, voting as a
separate single class on the basis of one vote for each share of Series G
Preferred Stock then outstanding, approve any amendment to the Corporation's
Certificate of Incorporation or Bylaws if such amendment would adversely affect,
in a substantially equivalent manner, any of the rights, preferences, privileges
or voting rights provided for herein for the benefit of the Senior Preferred
Stock, including, without limitation, any amendment that would:

              (i)    Change the relative seniority rights of the holders of the
Senior Preferred Stock as to the payment of dividends in relation to the holders
of any other capital stock of the Corporation;

              (ii)   Reduce the amount payable to the holders of the Senior
Preferred Stock upon the voluntary or involuntary liquidation, dissolution, or
winding up of the Corporation, or change the relative seniority of the
liquidation preferences of the holders of the Senior Preferred Stock to the
rights upon liquidation of the holders of any other capital stock of the
Corporation;

              (iii)  Make the Senior Preferred Stock redeemable at the option of
the Corporation or otherwise;

              (iv)   Cancel or modify the conversion rights of the Senior
Preferred Stock; or

              (v)    Authorize the issuance of any Parity Securities.

       (d)    So long as any shares of Series E Preferred Stock remain
outstanding, the Corporation shall not, without the vote or written consent by
the holders of at least sixty percent (60%) of the voting power of the then
outstanding Series E Preferred Stock, voting as a separate single class on the
basis of one vote for each share of Series E Preferred Stock outstanding,
approve any amendment to the Corporation's Certificate of Incorporation or
Bylaws if such amendment would adversely affect any of the rights, preferences,
privileges or voting rights provided for herein for the benefit of Series E
Preferred Stock, (other than an amendment which also adversely affects any of
the rights, preferences, privileges or voting rights provided for herein for the
benefit of Series F Preferred Stock and Series G Preferred Stock in a
substantially equivalent manner) including, without limitation, any amendment
that would:

              (i)    Change the relative seniority rights of the holders of the
Series E Preferred


                                     - 46 -
<PAGE>   47


Stock as to the payment of dividends in relation to the holders of any other
capital stock of the Corporation;

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

              (iii)  Make the Series E Preferred Stock redeemable at the option
of the Corporation or otherwise;

              (iv)   Cancel or modify the conversion rights of the Series E
Preferred Stock; or

              (v)    Authorize the issuance of any Parity Securities.

       (e)    So long as any shares of Series F Preferred Stock remain
outstanding, the Corporation shall not, without the vote or written consent by
the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting
power of the then outstanding Series F Preferred Stock, voting as a separate
single class on the basis of one vote for each share of Series F Preferred Stock
then outstanding, approve any amendment to the Corporation's Certificate of
Incorporation or Bylaws if such amendment would adversely affect any of the
rights, preferences, privileges or voting rights provided for herein for the
benefit of Series F Preferred Stock, (other than an amendment which also
adversely affects any of the rights, preferences, privileges or voting rights
provided for herein for the benefit of Series E Preferred Stock and Series G
Preferred Stock in a substantially equivalent manner) including, without
limitation, any amendment that would:

              (i)    Change the relative seniority rights of the holders of the
Series F Preferred Stock as to the payment of dividends in relation to the
holders of any other capital stock of the Corporation;

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

              (iii)  Make the Series F Preferred Stock redeemable at the option
of the Corporation or otherwise;

              (iv)   Cancel or modify the conversion rights of the Series F
Preferred Stock; or

              (v)    Authorize the issuance of any Parity Securities.

       (f)    So long as any shares of Series G Preferred Stock remain
outstanding, the


                                     - 47 -
<PAGE>   48


Corporation shall not, without the vote or written consent by the holders of at
least sixty percent (60%) of the voting power of the then outstanding Series G
Preferred Stock, voting as a separate single class on the basis of one vote for
each share of Series G Preferred Stock outstanding, approve any amendment to the
Corporation's Certificate of Incorporation or Bylaws if such amendment would
adversely affect any of the rights, preferences, privileges or voting rights
provided for herein for the benefit of Series G Preferred Stock, (other than an
amendment which also adversely affects any of the rights, preferences,
privileges or voting rights provided for herein for the benefit of Series E
Preferred Stock and Series F Preferred Stock in a substantially equivalent
manner) including, without limitation, any amendment that would:

              (i)    Change the relative seniority rights of the holders of the
Series G Preferred Stock as to the payment of dividends in relation to the
holders of any other capital stock of the Corporation;

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

              (iii)  Make the Series G Preferred Stock redeemable at the option
of the Corporation or otherwise;

              (iv)   Cancel or modify the conversion rights of the Series G
Preferred Stock; or

              (v)    Authorize the issuance of any Parity Securities.

       (g)    So long as any shares of Senior Preferred Stock remain
outstanding, the Corporation shall not, without the vote or written consent by
the holders of (i) at least sixty percent (60%) of the voting power of the then
outstanding Series E Preferred Stock, voting as a separate single class on the
basis of one vote for each share of Series E Preferred Stock then outstanding,
and the vote, (ii) at least sixty-six and two-thirds percent (66-2/3%) of the
voting power of the then outstanding Series F Preferred Stock, voting as a
separate single class on the basis of one vote for each share of Series F
Preferred Stock then outstanding, and (iii) at least sixty percent (60%) of the
voting power of the then outstanding Series G Preferred Stock, voting as a
separate single class on the basis of one vote for each share of Series G
Preferred Stock then outstanding, declare or pay any dividends or make any other
distributions on the Common Stock or any series of Preferred Stock.

       8.     Board of Directors; Right of Series E Preferred Stock and Series F
Preferred Stock to Elect Directors. So long as any shares of Series E Preferred
Stock or Series F Preferred Stock are outstanding:

       (a)    The number of members of the Corporation's Board of Directors
shall be nine (9); and


                                     - 48 -
<PAGE>   49


       (b)    The holders of a majority of the outstanding shares of Series E
Preferred Stock and Series F Preferred Stock, voting as a separate single class,
on the basis of one vote for each share of Series E Preferred Stock and Series F
Preferred Stock then outstanding, shall have the right to elect six of the nine
directors;

provided, however, if the Corporation has not consummated a Qualified Public
Offering on or before September 7, 2000, then:

              (x)    The number of members of the Corporation's Board of
       Directors shall be eleven (11); and

              (y)    The holders of a majority of (i) the outstanding shares of
       Series E Preferred Stock and Series F Preferred Stock, voting as a
       separate single class, on the basis of one vote for each share of Series
       E Preferred Stock and Series F Preferred Stock then outstanding, shall
       have the right to elect six of the eleven directors, and (ii) the
       outstanding shares of Series G Preferred Stock, voting as a separate
       single class, on the basis of one vote for each share of Series G
       Preferred Stock then outstanding, shall have the right to elect one of
       the eleven directors.

       In the case of any vacancy in the office of a director elected by the
holders of the Series E Preferred Stock and Series F Preferred Stock, the
holders of a majority of the outstanding shares of Series E Preferred Stock and
Series F Preferred Stock, voting as a separate single class, on the basis of one
vote for each share of Series E Preferred Stock and Series F Preferred Stock
then outstanding shall have the right to elect a successor to hold the office
for the unexpired term of the director whose place shall be vacant. Any director
who shall have been elected by the holders of Series E Preferred Stock and
Series F Preferred Sock or any director so elected as provided in the preceding
sentence hereof, may be removed during the aforesaid term of office, whether
with or without cause, only by the affirmative vote of the holders of a majority
of the Series E Preferred Stock and Series F Preferred Stock, voting as a
separate single class, on the basis of one vote for each share of Series E
Preferred Stock and Series F Preferred Stock then outstanding. In the case of
any vacancy in the office of a director elected by the holders of the Series G
Preferred Stock, the holders of a majority of the outstanding shares of Series G
Preferred Stock, voting as a separate single class, on the basis of one vote for
each share of Series G Preferred Stock then outstanding shall have the right to
elect a successor to hold the office for the unexpired term of the director
whose place shall be vacant. Any director who shall have been elected by the
holders of Series G Preferred Sock or any director so elected as provided in the
preceding sentence hereof, may be removed during the aforesaid term of office,
whether with or without cause, only by the affirmative vote of the holders of a
majority of the Series G Preferred Stock, voting as a separate single class, on
the basis of one vote for each share of Series G Preferred Stock then
outstanding.

       9.     Pre-emptive Rights.

       (a)    Right to Purchase. The holders of Series E Preferred Stock, Series
F Preferred


                                     - 49 -
<PAGE>   50


Stock (including for this purpose Series E Preferred Stock issuable upon the
exercise of the Series E Preferred Stock Purchase Warrant issued on the Original
Issue Date) and the Series G Preferred Stock shall have the pre-emptive right to
purchase, on a pro rata basis, all or any part of New Securities (as defined in
Article IV.B.5) which the Corporation may, from time to time, propose to issue
and sell, as and to the same extent as holders of the Collective Preferred Stock
under Article IV.B.5; except that holders of Series G Preferred Stock shall not
have pre-emptive rights to purchase up to 230,769,231 shares of Series G
Preferred Stock issued by the Corporation on or after the date on which the
Sixth Amended and Restated Certificate of Incorporation is filed. The pro rata
share of each holder of such Series E Preferred Stock, Series F Preferred Stock
or Series G Preferred Stock, for purposes of this pre-emptive right to purchase,
shall be determined by dividing (x) the total number of shares of Common Stock
which are owned by such holder plus the total number of shares of Common Stock
issuable upon conversion of such Series E Preferred Stock, Series F Preferred
Stock or Series G Preferred Stock owned by such holder of such Series E
Preferred Stock, Series F Preferred Stock or Series G Preferred Stock, by (y)
the total number of shares of Common Stock then outstanding plus the total
number of shares of Common Stock issuable upon conversion of all then
outstanding Company Preferred Stock. All of the foregoing notwithstanding, in
the event any holder of Series E Preferred Stock, Series F Preferred Stock or
Series G Preferred Stock also owns Common Stock and any Collective Preferred
Stock, the Common Stock which is owned by such holder shall not be counted for
purposes of clause (x) of the immediately preceding sentence.

       (b)    Waiver. The pre-emptive right to purchase set forth in Article
IV.C.9(a) may be waived in writing by the holders of (i) sixty percent (60%) of
the voting power of the then outstanding Series E Preferred Stock and Series G
Preferred Stock, voting together as a separate single class on the basis of one
vote for each share of Series E Preferred Stock then outstanding, and (ii)
sixty-six and two thirds percent (66-2/3%) of the voting power of the then
outstanding Series F Preferred Stock, voting as a separate single class on the
basis of one vote for each share of Series F Preferred Stock then outstanding.

       (c)    Expiration. The pre-emptive rights described in this Article
IV.C.9 shall expire upon the closing of a Qualified Public Offering.

       10.    No Reissuance of Senior Preferred Stock. No share or shares of
Senior Preferred Stock acquired by the Corporation by reason of purchase,
conversion or otherwise shall be reissued, and all such shares shall be
canceled, retired and eliminated from the shares that the Corporation shall be
authorized to issue.

       D.     RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF POST-IPO
COMMON SHARES. Except as otherwise expressly provided in this ARTICLE IV.D., all
Post-IPO Common Shares shall be identical and shall entitle the holders thereof
to the same rights and privileges.

       1.     Dividends. When, as and if dividends on Post-IPO Common Shares are
declared by the Corporation's Board of Directors, whether payable in cash, in
property or in securities of the Corporation, the holders of Post-IPO Common
Shares shall be entitled to share equally in and


                                     - 50 -
<PAGE>   51


to receive, in accordance with the number of Post-IPO Common Shares held by each
such holder, all such dividends.

       Dividends payable under this Article IV.D. shall be paid to the holders
of record of the outstanding Post-IPO Common Shares as their names shall appear
on the stock register of the Corporation on the record date fixed by the Board
of Directors of the Corporation in advance of declaration and payment of each
dividend. Any dividends paid in shares shall be paid in Post-IPO Common Shares.
Any Post-IPO Common Shares issued as a dividend pursuant to this Article IV.D.
shall, when so issued, be duly authorized, validly issued, fully paid and
non-assessable and free of all liens and charges. The Corporation shall not
issue fractions of Post-IPO Common Shares on payment of such dividend but shall
issue a whole number of shares to such holder of Post-IPO Common Shares rounded
up or down in the Corporation's sole discretion to the nearest whole number,
without compensation to the stockholder whose fractional share has been rounded
down or from any stockholder whose fractional share has been rounded up.

       Notwithstanding anything contained herein to the contrary, no dividends
on Post-IPO Common Shares shall be declared by the Corporation's Board of
Directors or paid or set apart for payment by the Corporation at any time that
such declaration, payment, or setting apart is prohibited by applicable law.

       2.     Stock Split, Reclassification, etc. The Corporation shall not in
any manner subdivide (by any stock split, reclassification, stock dividend,
recapitalization or otherwise) or combine the outstanding shares of one class of
Post-IPO Common Shares unless the outstanding shares of all classes of Post-IPO
Common Shares shall be proportionately subdivided or combined.

       3.     Liquidation. Upon any voluntary or involuntary liquidation,
dissolution or winding-up of the affairs of the Corporation, after payment shall
have been made to holders of outstanding Post-IPO Preferred Shares, if any, of
the full amount of which they are entitled pursuant to this Sixth Amended and
Restated Certificate of Incorporation and any resolutions that may be adopted
from time to time by the Corporation's Board of Directors, in accordance with
Article IV.E. below (for the purpose of fixing the voting rights, designations,
preferences and relative participating, optional or other special rights of any
class or series of Post-IPO Preferred Shares), the holders of Post-IPO Common
Shares shall be entitled, to the exclusion of the holders of Post-IPO Preferred
Shares, if any, to share ratably, in accordance with the number of Post-IPO
Common Shares held by each such holder, in all remaining assets of the
Corporation available for distribution among the holders of Post-IPO Common
Shares, whether such assets are capital, surplus, or earnings. For the purposes
of this Article IV.D., neither the consolidation or merger of the Corporation
with or into any other corporation or corporations in which the stockholders of
the Corporation receive capital stock and/or other securities (including debt
securities) of the acquiring corporation (or of the direct or indirect parent
corporation of the acquiring corporation), nor the sale, lease or transfer by
the Corporation of all or any part of its assets, nor the reduction of the
capital stock of the Corporation, shall be deemed to be a voluntary or
involuntary liquidation, dissolution, or winding-up of the Corporation as those
terms


                                     - 51 -
<PAGE>   52


are used in this Article IV.D..

       4.     Voting. Each holder of Post-IPO Common Shares shall be entitled to
one vote for each share of such stock issued and outstanding and registered in
such holder's name and shall be entitled to vote upon such matters and in such
manner as may be provided by Delaware law and this Sixth Amended and Restated
Certificate of Incorporation.

       5.     No Pre-emptive or Subscription Rights. No holder of Post-IPO
Common Shares shall be entitled to pre-emptive or subscription rights.

       E.     RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF POST-IPO
PREFERRED SHARES. Shares of Post-IPO Preferred Shares may be issued from time to
time in one or more series as may be determined by the Board of Directors of the
Corporation. Subject to the provisions of this Sixth Amended and Restated
Certificate of Incorporation and this Article IV.E, the Board of Directors of
the Corporation is authorized to determine or alter the rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued class
or series of Post-IPO Preferred Shares and, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors of the
Corporation originally fixing the number of shares constituting any such
additional series, to increase or decrease (but not below the number of shares
of such series then outstanding) the number of shares of any such additional
series subsequent to the issue of shares of that series.

       Authorized and unissued shares of Post-IPO Preferred Shares may be issued
with such designations, voting powers, preferences and relative participating
optional or other special rights, and qualifications, limitations and
restrictions on such rights, as the Board of Directors of the Corporation may
authorize by resolutions duly adopted prior to the issuance of any shares of any
class or series of Post-IPO Preferred Shares, including, but not limited to: (i)
the distinctive designation of each series and the number of shares that will
constitute such series; (ii) the voting rights, if any, of shares of such series
and whether the shares of any such series having voting rights shall have
multiple votes per share; (iii) the dividend rate on the shares of such series,
any restriction, limitation or condition upon the payment of such dividends,
whether dividends shall be cumulative and the dates on which dividends are
payable; (iv) the prices at which, and the terms and conditions on which, the
shares of such series may be redeemed, if such shares are redeemable; (v) the
purchase or sinking fund provisions, if any, for the purchase or redemption of
shares of such series; (vi) any preferential amount payable upon shares of such
series in the event of the liquidation, dissolution or winding-up of the Company
or the distribution of its assets; and (vii) the prices or rates of conversion
at which, and the terms and conditions on which, the shares are convertible.

       Any and all Post-IPO Preferred Shares issued and for which full
consideration has been paid or delivered shall be deemed fully paid stock and
the holder thereof shall not be liable for any further payment thereon.

                                    ARTICLE V


                                     - 52 -
<PAGE>   53


       The Board of Directors shall have the power, in addition to the
stockholders, to make, repeal, alter, amend and rescind any or all of the bylaws
of the Corporation.

                                   ARTICLE VI

       Subject to Article IV.C.8 hereof, the Board of Directors of the
Corporation shall have no more than nine (9) members; provided, however, that
upon the closing of a Qualified Public Offering, the Board of Directors shall be
constituted as follows:

       (i)    The number of directors which will constitute the whole Board of
Directors of the Corporation shall be fixed exclusively by one or more
resolutions adopted by the Board of Directors of the Corporation or as otherwise
provided in the By-Laws of the Corporation.

       (ii)   As soon as practicable following the closing of a Qualified Public
Offering, the directors shall be divided into three classes, as nearly equal in
number as possible, designated as Class I, Class II, and Class III,
respectively, and assigned to such classes in accordance with a resolution or
resolutions adopted by the Board of Directors. At the first annual meeting of
stockholders following the closing of a Qualified Public Offering, (i) the Class
I directors shall be nominated for election for a full term of three years, (ii)
the Class II directors shall be nominated for election for a term of two years,
and (iii) the Class III directors shall be nominated for election for a term of
one year. At each succeeding annual meeting of stockholders, directors shall be
elected for a full term of three years to succeed the directors of the class
whose terms expire at such annual meeting.

       (iii)  Notwithstanding the foregoing provisions of this ARTICLE VI, each
director shall serve until his successor is duly elected and qualified or until
his death, resignation or removal. Neither the Board of Directors nor any
individual director may be removed without cause. Subject to any limitation
imposed by law, any individual director or directors may be removed with cause
by the holders of a majority of the voting power of the corporation entitled to
vote at an election of directors. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

       (iv)   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors shall have the power to make, adopt, amend or
repeal the Bylaws, or adopt new Bylaws for this Corporation, by a resolution
adopted by a majority of the directors.

       (v)    Vacancies in the Board of Directors may be filled by a majority of
the remaining directors, though less than a quorum, or by a sole remaining
director.

       (vi)   Elections of directors need not be by written ballot unless the
bylaws of the Corporation shall so provide.

                                   ARTICLE VII

       Meetings of stockholders may be held within or without the State of
Delaware, as the


                                     - 53 -
<PAGE>   54


bylaws may provide. The books of the Corporation may be kept (subject to any
provision contained in the General Corporation Law of Delaware) outside the
State of Delaware at such place or places as may be designated from time to time
by the Board of Directors or in the bylaws of the Corporation.

                                  ARTICLE VIII

       A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of Title 8 of the General Corporation
Law of Delaware, or (iv) for any transaction from which the director derived any
improper personal benefit. The foregoing sentence notwithstanding, if the
General Corporation Law of Delaware is hereafter amended to authorize further
limitations of the liability of a director of a corporation, then a director of
the Corporation, in addition to the circumstances in which a director is not
personally liable set forth in the preceding sentence, shall not be liable to
the fullest extent permitted by the General Corporation Law of Delaware as so
amended. Any repeal or modification of the foregoing provisions of this Article
VIII by the stockholders of the Corporation shall not adversely affect any right
or protection of a director of the Corporation existing at the time of such
repeal or modification.

                                   ARTICLE IX

       The Corporation shall indemnify and hold harmless any director and
officer of the Corporation from and against any and all expenses and liabilities
that may be imposed upon or incurred by such person in connection with, or as a
result of, any proceeding in which such person may become involved, as a party
or otherwise, by reason of the fact that such person is or was such a director
or officer of the Corporation, whether or not such person continues to be such
at the time such expenses and liabilities shall have been imposed or incurred.
It is the intention of this Article IX to provide indemnification to the fullest
extent permitted by the laws of the State of Delaware, as they may be amended
from time to time.

                                    ARTICLE X

       Subject to the provisions contained herein, the Corporation reserves the
right to amend, alter, change or repeal any provision contained in this Sixth
Amended and Restated Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

       This Sixth Amended and Restated Certificate of Incorporation was duly
adopted, and written consent has been given, in accordance with the provisions
of Sections 242 and 228 (with notice having been given in accordance therewith)
of the General Corporation Law of the State of Delaware.


                                     - 54 -
<PAGE>   55


       I, THE UNDERSIGNED, being the President and Chief Executive Officer of
the Corporation, hereby declare, under penalties of perjury, that this is the
act and deed of the Corporation and the facts herein stated are true, and
accordingly, I have executed this Sixth Amended and Restated Certificate of
Incorporation as of the ____ day of November, 1999.

                               AIRNET COMMUNICATIONS CORPORATION

                               By:  /s/ R. LEE HAMILTON, JR.
                                    --------------------------------------------

                                    Print Name: R. Lee Hamilton, Jr.
                                                --------------------

                                    Title: President and Chief Executive Officer
                                           -------------------------------------

ATTESTED:

Janice L. Fitzgerald
Assistant Secretary





                                     - 55 -
