
<PAGE>   1
                                                                     Exhibit 3.3


                          CERTIFICATE OF INCORPORATION

                                       OF

                               ACCELGRAPHICS, INC.


                                    ARTICLE I

      The name of the corporation is AccelGraphics, Inc. (the "Corporation").

                                   ARTICLE II

      The address of the corporation's registered office in the State of
Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware
19805. The name of its registered agent at such address is Corporation Service
Company.

                                   ARTICLE III

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

                                   ARTICLE IV

      (A) Classes of Stock. The Corporation is authorized to issue two classes
of stock to be designated, respectively, "COMMON STOCK" and "PREFERRED STOCK".
The total number of shares which the Corporation is authorized to issue is
Forty-Five Million (45,000,000) shares. The number of shares of Common Stock
authorized to be issued is Twenty-Five Million (25,000,000), par value $.001 per
share, and the number of shares of Preferred Stock authorized to be issued is
Twenty Million (20,000,000), par value $.001 per share.

      (B) Rights, Preferences, Privileges and Restrictions of Preferred Stock.
The Preferred Stock authorized by this Certificate of Incorporation may be
issued from time to time in series. The rights, preferences, privileges and
restrictions granted to and imposed on the Series A Preferred Stock, which
series shall consist of Six Million Nine Hundred Fifty-Four Thousand (6,954,000)
shares, the Series A-1 Preferred Stock, which series shall consist of Six
Million Nine Hundred Fifty-Four Thousand (6,954,000) shares, the Series B
Preferred Stock, which series shall consist of Two Million Two Hundred Thousand
(2,200,000) shares, and the Series B-1 Preferred Stock, which series shall
consist of Two Million Two Hundred Thousand (2,200,000) shares are as set forth
below in this Part (B) of Article IV.

            Except as to the Series A, Series A-1, Series B and Series B-1
Preferred Stock and except as otherwise provided in this Certificate of
Incorporation, the Board of Directors is hereby authorized to fix or alter the
rights, preferences, privileges and
<PAGE>   2
restrictions granted to or imposed upon any wholly unissued additional series of
Preferred Stock, and the number of shares constituting any such series and the
designation thereof, or any of them. The Board of Directors, except as otherwise
provided in this Certificate of Incorporation, is also authorized to decrease
the number of shares of any series, subsequent to the issuance of shares of that
series, but not below the number of shares of such series then outstanding. In
case the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.

            1. Dividend Provisions. The holders of shares of Series A, Series
A-1, Series B, and Series B-1 Preferred Stock shall be entitled to receive
dividends, out of any assets legally available therefor, prior and in preference
to any declaration or payment of any dividend (payable other than in Common
Stock or other securities and rights convertible into or entitling the holder
thereof to receive, directly or indirectly, additional shares of Common Stock of
the Corporation) on the Common Stock of the Corporation, at the rate of
$0.083333333 per share for each share of Series A and Series A-1 Preferred
Stock, and $0.15 per share for each share of Series B and Series B-1 Preferred
Stock, (adjusted to reflect subsequent stock dividends, stock splits or
recapitalizations) per annum or, if greater (as determined on an as-converted
basis), an amount equal to that paid on any other outstanding shares of the
Corporation whenever funds are legally available therefor, payable quarterly
when, as and if declared by the Board of Directors. Such dividends shall not be
cumulative.

            2.    Liquidation Preference.

                  (a) In the event of any liquidation, dissolution or winding up
of the Corporation, either voluntary or involuntary, the holders of the Series
A, Series A-1, Series B, and Series B-1 Preferred Stock shall be entitled to
receive, prior and in preference to any distribution of any of the assets of the
Corporation to the holders of Common Stock, by reason of their ownership
thereof, an amount per share equal to $0.83333333 for each outstanding share of
Series A and Series A-1 Preferred Stock, respectively, (as adjusted for stock
splits, stock dividends and recapitalizations ) (the "ORIGINAL SERIES A AND
SERIES A-1 ISSUE PRICE"), and $1.50 for each outstanding share of Series B and
Series B-1 Preferred Stock ( as adjusted for stock splits, stock dividends and
recapitalizations) (the "ORIGINAL SERIES B AND SERIES B-1 ISSUE PRICE"), plus an
amount equal to declared but unpaid dividends thereon. If, upon the occurrence
of such an event, the assets and property thus distributed among the holders of
the Series A, Series A-1, Series B and Series B-1 Preferred Stock shall be
insufficient to permit the payment to such holders of the full preferential
amount, then the assets and property of the Corporation legally available for
distribution shall be distributed ratably among the holders of the Series A,
Series A-1, Series B and Series B-1 Preferred Stock in proportion to the
aggregate preferential amounts owed such holders upon a liquidation, dissolution
or winding up of the Corporation.

                  (b) After the distributions described in subsections (a) above
have been paid in full, the remaining assets of the Corporation available for
distribution to
<PAGE>   3
stockholders shall be distributed among the holders of Series A, Series A-1,
Series B, and Series B-1 Preferred Stock and Common Stock pro rata based on the
number of shares of Common Stock held by each (assuming conversion of all such
Preferred Stock).

                  (c) For purposes of this Section 2, (i) any acquisition of the
Corporation by means of merger or other form of corporate reorganization in
which the stockholders of the Corporation do not own a majority of the
outstanding shares of the surviving corporation or (ii) a sale of all or
substantially all of the assets of the Corporation shall be treated as a
liquidation, dissolution or winding up of the Corporation and shall entitle the
holders of Preferred Stock and Common Stock to receive at the closing cash,
securities or other property as specified in Sections 2(a) and 2(b) above;
provided that in connection with the distribution of assets contemplated by this
subsection (c) the holders of Series A and Series A-1 Preferred Stock only shall
be entitled to receive a total of $3.33333332 per share (which amount includes
the Original Series A and Series A-1 Issue Price) and the holders of Series B
and Series B-1 Preferred Stock only shall be entitled to receive a total of
$6.00 per share (which amount includes the Original Series B and Series B-1
Issue Price), and if there are any remaining proceeds such remaining proceeds
shall be distributed, among the holders of Common Stock pro rata based on the
number of shares of Common Stock held by each such stockholder.

                  (d) Any securities to be delivered to the holders of the
Preferred Stock and/or Common Stock pursuant to Section 2(c) above shall be
valued as follows:

                        (i) Securities not subject to investment letter or other
similar restrictions on free marketability:

                              (A) If traded on a national securities exchange or
the Nasdaq Stock Market, the value shall be deemed to be the average of the
closing prices of the securities on such exchange over the 30-day period ending
three (3) days prior to the closing;

                              (B) If actively traded over-the-counter, the value
shall be deemed to be the average of the closing bid prices over the 30-day
period ending three (3) days prior to the closing; and

                              (C) If there is no active public market, the value
shall be the fair market value thereof, as determined in good faith by the Board
of Directors of the Corporation.

                        (ii) The method of valuation of securities subject to
investment letter or other restrictions on free marketability shall be to make
an appropriate discount from the market value determined as above in (i)(A), (B)
or (C) to reflect the approximate fair market value thereof, as determined in
good faith by the Board of Directors of the Corporation.
<PAGE>   4
                  (e) In the event the requirements of subsection 2(c) are not
complied with, the Corporation shall forthwith either:

                        (i) cause such closing to be postponed until such time
as the requirements of Section 2(c) have been complied with, or

                        (ii) cancel such transaction, in which event the rights,
preferences, privileges and restrictions of the holders of Preferred Stock shall
revert to and be the same as such rights, preferences, privileges and
restrictions existing immediately prior to the date of the first notice referred
to in Section 2(f) hereof.

                  (f) The Corporation shall give each holder of record of
Preferred Stock written notice of such a Section 2(c) transaction not later than
ten (10) days prior to the stockholders' meeting called to approve such
transaction, or ten (10) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such holders in writing of the final
approval of such transaction. The first of such notices shall describe the
material terms and conditions of the impending transaction, and the Corporation
shall thereafter give such holders prompt notice of any material changes. The
transaction shall in no event take place sooner than ten (10) days after the
Corporation has given the first notice provided for herein or sooner than ten
(10) days after the Corporation has given notice of any material changes
provided for herein; provided, however, that such periods may be shortened upon
the written consent of the holders of a majority of the Series A, Series A-1,
Series B and Series B-1 Preferred Stock then outstanding.

            3. Conversion. The holders of the Series A, Series A-1, Series B and
Series B-1 Preferred Stock shall have conversion rights as follows (the
"CONVERSION RIGHTS"):

                  (a) Right to Convert. Each share of Series A, Series A-1,
Series Band Series B-1 Preferred Stock shall be convertible, at the option of
the holder thereof, at any time after the date of issuance of such share, at the
office of the Corporation or any transfer agent for the Series A, Series A-1,
Series B, and Series B-1 Preferred Stock, into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing $0.83333333
for each share of Series A and Series A-1 Preferred Stock, $1.50 for each share
of Series B and Series B-1 Preferred Stock by the Conversion Price at the time
in effect for such shares. The initial "CONVERSION PRICE" for each share of
Series A and Series A-1 Preferred Stock shall be $0.83333333 per share, for each
share of Series B and Series B-1 Preferred Stock shall be $1.50 per share;
provided, however, in either case, that such Conversion Prices shall be subject
to adjustment as set forth below.

                  (b)   Automatic Conversion.

                        (i) Each share of Series A, Series A-1, Series B, and
Series B-1 Preferred Stock shall automatically be converted into shares of
Common Stock
<PAGE>   5
at the Conversion Price at the time in effect for such series of Preferred Stock
immediately upon the consummation of the Corporation's sale of its Common Stock
in a bona fide, firm commitment underwriting pursuant to a registration
statement on Form S-1 under the Securities Act of 1933, as amended, which
results in aggregate gross cash proceeds to the Corporation in excess of
$7,500,000 and the public offering price of which is not less than $4.67 per
share (adjusted to reflect subsequent stock dividends, stock splits or
recapitalization).

                        (ii) Conversion Into Series A-1 and Series B-1
Preferred.

                              (A) Each share of Series A Preferred Stock held by
a Non-Participating Investor who does not purchase such holder's full Pro Rata
Share of New Securities in a Series A Dilutive Issuance, in accordance with the
procedures set forth in Section 3(b)(ii)(C) hereof, shall automatically be
converted into a share of Series A-1 Preferred Stock at a conversion rate of one
fully paid and nonassessable share of Series A-1 Preferred Stock for each share
of Series A Preferred Stock held by such holder. Each share of Series B
Preferred Stock held by a Non-Participating Investor who does not purchase such
holder's full Pro Rata Share of New Securities in a Series B Dilutive Issuance,
in accordance with the procedures set forth in Section 3(b)(ii)(C) hereof, shall
automatically be converted into a share of Series B-1 Preferred Stock at a
conversion rate of one fully paid and nonassessable share of Series B-1
Preferred Stock for each share of Series B Preferred Stock held by such holder.

                              (B) For purposes of this Section 3(b)(ii), the
following definitions shall apply:

                                    (1) "NEW SECURITIES" shall mean any
Additional Stock of Common Stock, as such term is defined in Section 3(d)(ii)
below, sold in any financing transaction after the Initial Purchase Date (as
defined in Section 3(d)(i)(A) below).

                                    (2) "PRO RATA SHARE" shall mean the ratio of
(X) the sum of the number of shares of Common Stock issuable upon the conversion
of the particular series of Preferred Stock held by a holder of such series of
Preferred Stock to (Y) the sum of the total number of shares of Common Stock
outstanding (assuming conversion of all of the outstanding shares of Preferred
Stock of the Corporation).

                                    (3) "PARTICIPATING INVESTOR" shall mean any
holder of Series A Preferred Stock that agrees to purchase at least its Pro Rata
Share of a Series A Dilutive Issuance or a holder of Series B Preferred Stock
that agrees to purchase at least its Pro Rata share of a Series B Dilutive
Issuance, in each case pursuant to Section 3(b)(ii)(C) hereof.
<PAGE>   6
                                    (4) "NON-PARTICIPATING INVESTOR" shall mean
any holder of Series A Preferred Stock or Series B Preferred Stock that is not a
Participating Investor.

                                    (5) "SERIES A DILUTIVE ISSUANCE" shall mean
an issuance of New Securities for a consideration per share less than the
Conversion Price of the Series A Preferred Stock in effect on the date of and
immediately prior to such issue.

                                    (6) "SERIES B DILUTIVE ISSUANCE" shall mean
an issuance of New Securities for a consideration per share less than the
Conversion Price of the Series B Preferred Stock in effect on the date of and
immediately prior to such issue.

                              (C) In the event that the Corporation shall
propose to undertake a Series A Dilutive Issuance or Series B Dilutive Issuance,
it shall give each holder of the particular series of Preferred Stock, as
appropriate, a written notice (the "PAY-TO-PLAY NOTICE") of its intention to
sell New Securities at least thirty (30) days prior to the anticipated date of
first sale of such New Securities (the "NEW SECURITIES CLOSING DATE"). The
Pay-to-Play Notice shall describe the type of New Securities, the price of such
New Securities and the general terms upon which the Corporation proposes to
issue such New Securities. Each holder of such series of Preferred Stock shall
have a right to purchase its Pro Rata Share of such New Securities (a "PURCHASE
RIGHT"), which Purchase Right shall expire fifteen (15) days prior to the New
Securities Closing Date. Each holder of such series of Preferred Stock shall be
entitled to exercise its Purchase Right by providing written notice to the
Corporation that such holder agrees to become a Participating Investor in
accordance with the terms specified in the Pay-to-Play Notice. Any holder of the
particular series of Preferred Stock (in the event of a Series A Dilutive
Issuance or Series B Dilutive Issuance, as appropriate) who fails to provide
such written notice to the Corporation prior to the expiration of such holder's
Purchase Right shall be deemed to be a Non-Participating Investor.

                              (D) Upon the conversion of Series A or Series B
Preferred Stock into Series A-1 or Series B-1 Preferred Stock held by a
Non-Participating Investor as set forth herein, such shares of Series A or
Series B Preferred Stock shall no longer be outstanding on the books of the
Corporation and the Non-Participating Investor shall be treated for all purposes
as the record holder of shares of Series A-1 Preferred Stock or Series B-1
Preferred Stock, as appropriate, as of the date of closing of the applicable
Series A Dilutive Issuance or Series B Dilutive Issuance.

                  (c) Mechanics of Conversion. Before any holder of Series A,
Series A-1, Series B, and Series B-1 Preferred Stock shall be entitled to
convert the same into shares of Common Stock, such holder shall surrender the
certificate or certificates therefor, duly endorsed, at the office of the
Corporation or of any transfer agent for such series of Preferred Stock, and
shall give written notice by mail, postage prepaid, to the Corporation at its
principal corporate office, of the election to convert the same and shall
<PAGE>   7
state therein the name or names in which the certificate or certificates for
shares of Common Stock are to be issued. The Corporation shall, as soon as
practicable thereafter, issue and deliver at such office such holder of
Preferred Stock, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Preferred Stock to be converted, and the person or persons entitled to
receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date. If the conversion is in connection with an
underwritten offer of securities registered pursuant to the Securities Act of
1933, as amended, the conversion will be conditioned upon the closing with the
underwriter of the sale of securities pursuant to such offering, unless
otherwise designated in writing by the holders of such Preferred Stock, in which
event the person(s) entitled to receive the Common Stock issuable upon such
conversion of the Preferred Stock shall not be deemed to have converted such
Preferred Stock until immediately prior to the closing of such sale of
securities.



                  (d)   Conversion Price Adjustments of Preferred Stock.

                        (i)   (A)   If the Corporation, at any time or from time
to time after the date of the first issuance of Series A Preferred Stock (the
"SERIES A INITIAL PURCHASE DATE"), the first issuance of Series B Preferred
Stock (the "SERIES B INITIAL PURCHASE DATE"), shall issue any Additional Stock
(as defined below) without consideration or for a consideration per share less
than the Conversion Price for the Series A Preferred Stock or Series B Preferred
Stock in effect immediately prior to the issuance of such Additional Stock, the
Conversion Price for the Series A and/or the Series B Preferred Stock in effect
immediately prior to each such issuance shall forthwith be adjusted to a price
determined by multiplying such Conversion Price by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding immediately
prior to such issuance plus the number of shares of Common Stock which the
aggregate consideration received by the Corporation for the total number of
shares of Additional Stock so issued would purchase at such Conversion Price,
and the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance plus the number of such shares of
Additional Stock so issued; provided that for the purposes of this subsection,
all shares of Common Stock issuable upon conversion of outstanding Preferred
Stock shall be deemed to be outstanding, and immediately after any Additional
Stock is deemed issued, such Additional Stock shall be deemed to be outstanding.

                              (B) No adjustment of the Conversion Price for the
Series A or Series B Preferred Stock shall be made in an amount less than one
cent per share, provided that any adjustments which are not required to be made
by reason of this sentence shall be carried forward and shall be either taken
into account in any subsequent adjustment made prior to three years from the
date of the event giving rise to the
<PAGE>   8
adjustment being carried forward, or shall be made at the end of three years
from the date of the event giving rise to the adjustment being carried forward.
Except to the limited extent provided for in subsections 3(d)(i)(E)(3) and
3(d)(i)(E)(4) below, no adjustment of such Conversion Price pursuant to this
subsection 3(d)(i) shall have the effect of increasing the Conversion Price
above the Conversion Price in effect immediately prior to such adjustment.

                              (C) In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any reasonable discounts, commissions or other
expenses allowed, paid or incurred by the Corporation for any underwriting or
otherwise in connection with the issuance and sale thereof.

                              (D) In the case of the issuance of the Common
Stock for a consideration in whole or in part other than cash, the consideration
other than cash shall be deemed to be the fair value thereof as determined by
the Board of Directors irrespective of any accounting treatment.

                              (E) In the case of the issuance, whether before,
on or after the Series A Initial Purchase Date or the Series B Initial Purchase
Date of options to purchase or rights to subscribe for Common Stock, securities
by their terms convertible into or exchangeable for Common Stock or options to
purchase or rights to subscribe for such convertible or exchangeable securities
(which are not excluded from the definition of Additional Stock), the following
provisions shall apply:

                                    (1) The aggregate maximum number of shares
of Common Stock deliverable upon exercise of such options to purchase or rights
to subscribe for Common Stock shall be deemed to have been issued at the time
such options or rights were issued and for a consideration equal to the
consideration (determined in the manner provided in subsections 3(d)(i)(C) and
3(d)(i)(D) above), if any, received by the Corporation upon the issuance of such
options or rights plus the minimum purchase price provided in such options or
rights for the Common Stock covered thereby.

                                    (2) The aggregate maximum number of shares
of Common Stock deliverable upon conversion of or in exchange for any such
convertible or exchangeable securities or upon the exercise of options to
purchase or rights to subscribe for such convertible or exchangeable securities
and subsequent conversion or exchange thereof shall be deemed to have been
issued at the time such securities were issued or such options or rights were
issued and for a consideration equal to the consideration, if any, received by
the Corporation for any such securities and related options or rights (excluding
any cash received on account of accrued interest or accrued dividends), plus the
additional consideration, if any, to be received by the Corporation upon the
conversion or exchange of such securities or the exercise of any related options
or rights (the consideration in each case to be determined in the manner
provided in subsections 3(d)(i)(C) and 3(d)(i)(D) above).
<PAGE>   9
                                    (3) In the event of any change in the number
of shares of Common Stock deliverable or any increase in the consideration
payable to the Corporation upon exercise of such options or rights or upon
conversion of or in exchange for such convertible or exchangeable securities,
including, but not limited to, a change resulting from the antidilution
provisions thereof, the Conversion Price of the Series A or Series B Preferred
Stock obtained with respect to the adjustment which was made upon the issuance
of such options, rights or securities, and any subsequent adjustments based
thereon, shall be recomputed to reflect such change, but no further adjustment
shall be made for the actual issuance of Common Stock or any payment of such
consideration upon the exercise of any such options or rights or the conversion
or exchange of such securities.

                                    (4) Upon the expiration of any such options
or rights, the termination of any such rights to convert or exchange or the
expiration of any options or rights related to such convertible or exchangeable
securities, the Conversion Price of the Series A or Series B Preferred Stock
obtained with respect to the adjustment which was made upon the issuance of such
options, rights or securities or options or rights related to such securities,
and any subsequent adjustments based thereon, shall be recomputed to reflect the
issuance of only the number of shares of Common Stock actually issued upon the
exercise of such options or rights, upon the conversion or exchange of such
securities or upon the exercise of the options or rights related to such
securities. Upon the expiration of any such options or rights, the termination
of any such rights to convert or exchange or the expiration of any options or
rights related to such convertible or exchangeable securities, only the number
of shares of Common Stock actually issued upon the exercise of such options or
rights, upon the conversion or exchange of such securities or upon the exercise
of the options or rights related to such securities shall continue to be deemed
to be issued.

                                    (5) All Common Stock deemed issued pursuant
to this subsection 3(d)(i)(E) shall be considered issued only at the time of its
deemed issuance and any actual issuance of such stock shall not be an actual
issuance or a deemed issuance of the Corporation's Common Stock under the
provisions of this Section 3. 

                (F) No adjustment of the Conversion Price for the Series A-1 or
Series B-1 Preferred Stock shall be made upon the issuance of any Additional 
Stock without consideration or for consideration per share less than the 
Conversion Price of the Series A-1 or Series B-1 Preferred Stock in effect 
immediately prior to the issuance of such Additional Stock.

                        (ii) "ADDITIONAL STOCK" shall mean any shares of Common
Stock issued (or deemed to have been issued pursuant to subsection 3(d)(i)(E))
by the Corporation on or after the Series A Initial Purchase Date or Series B
Initial Purchase Date Initial Purchase Date other than shares of Common Stock
issued or issuable
<PAGE>   10
                              (A) pursuant to a transaction described in
subsection 3(d)(iii) below,

                              (B) up to 4,000,000 shares of Common Stock (as
adjusted for stock splits, stock dividends and recapitalizations) to officers,
directors, employees and consultants of the Corporation directly or pursuant to
benefit plans approved by the stockholders and directors of the Corporation,

                              (C) in connection with capital equipment leases,
commercial debt financing, technology acquisitions and other comparable
transactions approved by the Board of Directors, or

                              (D) upon conversion of the Series A, Series A-1,
Series B or Series B-1 Preferred Stock.

                        (iii) In the event the Corporation should at any time or
from time to time after the Series A Initial Purchase Date or Series B Initial
Purchase Date fix a record date for the effectuation of a split or subdivision
of the outstanding shares of Common Stock or the determination of holders of
Common Stock entitled to receive a dividend or other distribution payable in
additional shares of Common Stock or other securities or rights convertible
into, or entitling the holder thereof to receive directly or indirectly,
additional shares of Common Stock (hereinafter referred to as "COMMON STOCK
EQUIVALENTS") without payment of any consideration by such holder for the
additional shares of Common Stock or the Common Stock Equivalents (including the
additional shares of Common Stock issuable upon conversion or exercise thereof),
then, as of such record date (or the date of such dividend distribution, split
or subdivision if no record date is fixed), the Conversion Price of each series
of Series A, Series A-1, Series B and Series B-1 Preferred Stock shall be
appropriately decreased so that the number of shares of Common Stock issuable on
conversion of each share of such series shall be increased in proportion to such
increase of outstanding shares determined in accordance with subsection
3(d)(i)(E).

                        (iv) If the number of shares of Common Stock outstanding
at any time after the Series A Initial Purchase Date or Series B Initial
Purchase Date is decreased by a combination of the outstanding shares of Common
Stock, then, following the record date of such combination, the Conversion Price
for each series of Series A, Series A-1, Series B and Series B-1 Preferred Stock
shall be appropriately increased so that the number of shares of Common Stock
issuable on conversion of each share of such series shall be decreased in
proportion to such decrease in outstanding shares.

                  (e) Other Distributions. In the event the Corporation shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Corporation or other persons, assets (excluding cash
dividends) or options or rights not referred to in subsection 3(d)(iii), then,
in each such case for the purpose of this subsection 3(e), the holders of Series
A, Series A-1, Series B and Series B-1 Preferred
<PAGE>   11
Stock shall be entitled to a proportionate share of any such distribution as
though they were the holders of the number of shares of Common Stock of the
Corporation into which their shares of Series A, Series A-1, Series B and Series
B-1 Preferred Stock are convertible as of the record date fixed for the
determination of the holders of Common Stock of the Corporation entitled to
receive such distribution.

                  (f) Recapitalizations. If at any time or from time to time
there shall be a recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for elsewhere in
Section 2 or this Section 3) provision shall be made so that the holders of each
series of Series A, Series A-1, Series B and Series B-1 Preferred Stock shall
thereafter be entitled to receive upon conversion of such series of Series A,
Series A-1, Series B and Series B-1 Preferred Stock the number of shares of
stock or other securities or property of the Company or otherwise, to which a
holder of Common Stock deliverable upon conversion would have been entitled on
such recapitalization. In any such case, appropriate adjustment shall be made in
the application of the provisions of this Section 3 with respect to the rights
of the holders of each series of Series A, Series A-1, Series B and Series B-1
Preferred Stock after the recapitalization to the end that the provisions of
this Section 3 (including adjustment of the Conversion Price then in effect and
the number of shares purchasable upon conversion of such series of Series A,
Series A-1, Series B, and Series B-1 Preferred Stock) shall be applicable after
that event as nearly equivalent as may be practicable.

                  (g) No Impairment. The Corporation will not, by amendment of
its Certificate of Incorporation or through any reorganization,
recapitalization, 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 Section 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 each series of Series A, Series A-1, Series
B and Series B-1 Preferred Stock against impairment.

                  (h)   No Fractional Shares and Certificate as to Adjustments.

                        (i) No fractional shares shall be issued upon conversion
of the Preferred Stock, and the number of shares of Common Stock to be issued
shall be rounded to the nearest whole share. Whether or not fractional shares
are issuable upon such conversion shall be determined on the basis of the total
number of shares of Preferred Stock the holder is at the time converting into
Common Stock and the number of shares of Common Stock issuable upon such
aggregate conversion.

                        (ii) Upon the occurrence of each adjustment or
readjustment of any Conversion Price of any series of Preferred Stock pursuant
to this Section 3, the Corporation, at its expense, shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and prepare and
furnish to each holder of such series of Preferred Stock a certificate setting
forth such adjustment or
<PAGE>   12
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Preferred Stock, furnish or cause to be furnished to such
holder a like certificate setting forth (A) such adjustment and readjustment,
(B) the Conversion Price at the time in effect, and (C) the number of shares of
Common Stock and the amount, if any, of other property which at the time would
be received upon the conversion of a share of such series of Preferred Stock.

                  (i) Notices of Record Date. In the event of any taking by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, the Corporation
shall mail to each holder of Preferred Stock, at least 20 days prior to the date
specified therein, a notice specifying the date on which any such record is to
be taken for the purpose of such dividend, distribution or right, and the amount
and character of such dividend, distribution or right.

                  (j) Reservation of Stock Issuable Upon Conversion. The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
conversion of the shares of Preferred Stock such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of Preferred Stock, in addition to
such other remedies as shall be available to the holder of such Preferred Stock,
the Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purposes.

                        The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Series A-1 and Series B-1
Preferred Stock solely for the purpose of effecting the conversion of the shares
of Series A and Series B Preferred Stock, respectively, such number of its
shares of Series A-1 and Series B-1 Preferred Stock as shall from time to time
be sufficient to effect the conversion of all outstanding shares of Series A and
Series B Preferred Stock; and if at any time the number of authorized but
unissued shares of Series A-1 and Series B-1 Preferred Stock shall not be
sufficient to effect the conversion of all then outstanding shares of such
Series A and Series B Preferred Stock, respectively, in addition to such other
remedies as shall be available to the holder of such Series A and/or Series B
Preferred Stock, the Corporation will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Series A-1 and/or Series B-1 Preferred Stock to such number of shares
as shall be sufficient for such purposes.

                  (k) Notices. Any notice required by the provisions of this
Section 3 to be given to the holders of shares of Preferred Stock shall be
deemed given if
<PAGE>   13
deposited in the United States mail, postage prepaid, and addressed to each
holder of record at his address appearing on the books of the Corporation.

            4.    Redemption Rights.

                  (a) Redemption. On or at any time after the sixth anniversary
of the Series A Initial Purchase Date for the Series A or Series A-1 Preferred
Stock or the Series B Initial Purchase Date for the Series B or Series B-1
Preferred Stock the Corporation may redeem all or a portion of the then
outstanding shares of each series of Preferred Stock at the Original Series A
and Series A-1 Issue Price plus declared and unpaid dividends, the Original
Series B and Series B-1 Issue Price plus declared and unpaid dividends,
respectively, (the "REDEMPTION PRICE"). In the event the Corporation determines
to redeem a portion of the outstanding shares of a particular series of
Preferred Stock, the Corporation shall effect such redemption pro rata according
to the number of shares held by each holder thereof. In addition, on or at any
time after the sixth anniversary of the Series A Initial Purchase Date for the
Series A or Series A-1 Preferred Stock or on or after the sixth anniversary of
the Series B Initial Purchase Date for the Series B or Series B-1 Preferred
Stock at the option of and upon the written request of the holders of not less
than sixty percent (60%) of the respective series of Preferred Stock then
outstanding and at such dates as such holders may so elect (the "REDEMPTION
DATE"), the Corporation shall redeem one-third of the outstanding shares of the
respective series of Preferred Stock that are requested to be redeemed (or any
lesser percentage as such holders shall elect) per year until all of such shares
of Preferred Stock that are requested to be redeemed are redeemed by paying
therefor in cash the Redemption Price. In the event that the Corporation is
unable on any Redemption Date to effect the redemption of all such series of
Preferred Stock for which redemption is so requested pursuant to this Section
4(a), the Corporation shall effect such redemption pro rata according to the
number of shares held by each requesting holder thereof. Notwithstanding the
foregoing, however, holders of each series of Preferred Stock shall be entitled
to request redemption only one time per calendar year.

                  (b) Notice for Company Initiated Redemption. With respect to
a redemption of Preferred Stock initiated by the Corporation, at least 30 days'
previous written notice by certified or registered mail, postage prepaid, shall
be given to the holders of record of the Preferred Stock to be redeemed, such
notice to be addressed to each such stockholder at the address of such holder
given to the Corporation for the purpose of notice, or if no such address
appears or is so given, at the place where the principal office of the
Corporation is located. Such notice shall state the Redemption Date, the
Redemption Price, the then current Conversion Rate and the date of termination
of the right to convert (which date shall not be earlier than thirty (30) days
and not later than sixty (60) days after the above written notice by mail has
been given) and shall call upon such holder to surrender to the Corporation on
said date at the place designated in the notice such holder's certificate or
certificates representing the shares to be redeemed. On or after the Redemption
Date stated in such notice, the holder of each share of Preferred Stock called
for redemption shall surrender the certificate evidencing such shares to the
Corporation at the place designated in such notice and shall thereupon be
entitled to
<PAGE>   14
receive payment of the Redemption Price for the series of Preferred Stock
surrendered. If less than all the shares represented by any such surrendered
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares. If such notice of redemption shall have been duly given, and
if on the Redemption Date funds necessary for the redemption shall be available
therefor, then, as to any certificates evidencing any Preferred Stock so called
for redemption and not surrendered, all rights of the holders of such shares so
called for redemption and not surrendered shall cease with respect to such
shares, except only the right of the holders to receive the Redemption Price for
such series of Preferred Stock which they hold, without interest, upon surrender
of their certificates therefor.

                  (c)   Notice for Holder Initiated Redemption.

                        (i) With respect to a redemption initiated by the
holders of Preferred Stock, at least 30 but no more than 60 days prior to the
Redemption Date of the Series A, Series A-1, Series B and Series B-1 Preferred
Stock, written notice shall be mailed, first class postage prepaid, to each
holder of record (at the close of business on the business day next preceding
the day on which notice is given) of the Series A, Series A-1, Series B, or
Series B-1 to be redeemed, at the address last shown on the records of the
Corporation for such holder or given by the holder to the Corporation for the
purpose of notice, notifying such holder of the redemption to be effected,
specifying the number of shares to be redeemed from such holder, the Redemption
Date, the Redemption Price, the place at which payment may be obtained and the
date on which such holder's Conversion Rights (as previously defined) as to such
shares terminate and calling upon such holder to surrender to the Corporation,
in the manner and at the place designated, the certificate or certificates
representing the shares to be redeemed (the "REDEMPTION NOTICE"). Except as
provided in Section (4)(c)(ii) below, on or after the Redemption Date, each
holder of Series A, Series A-1, Series B or Series B-1 Preferred Stock to be
redeemed shall surrender to the Corporation the certificate or certificates
representing such shares, in the manner and at the place designated in the
Redemption Notice, and thereupon the Redemption Price of such shares shall be
payable to the order of the person whose name appears on such certificate or
certificates as the owner thereof and each surrendered certificate shall be
canceled. In the event less than all the shares represented by any such
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares.

                        (ii) From and after the Redemption Date, unless there
shall have been a default in payment of the Redemption Price, all dividends on
the Series A, Series A-1, Series B, or Series B-1 Preferred Stock designated for
redemption in the Redemption Notice shall cease to accrue, all rights of the
holders of such shares (except the right to receive the Redemption Price without
interest upon surrender of their certificate or certificates) shall cease with
respect to such shares, and such shares shall not thereafter be transferred on
the books of the Corporation or be deemed to be outstanding for any purpose
whatsoever. If the funds of the Corporation legally available for redemption of
shares of Series A,
<PAGE>   15
Series A-1, Series B, and Series B-1 Preferred Stock on any Redemption Date are
insufficient to redeem the total number of shares of Series A, Series A-1,
Series B or Series B-1 Preferred Stock to be redeemed on such date, those funds
which are legally available will be used to redeem the maximum possible number
of such shares in accordance with the provisions of Section (6)(c) hereof. The
shares of Series A, Series A-1, Series B and Series B-1 Preferred Stock not
redeemed shall remain outstanding and entitled to all the rights and preferences
provided herein. At any time thereafter when additional funds of the Company are
legally available for the redemption of shares of Series A, Series A-1, Series B
and Series B-1 Preferred Stock, such funds will immediately be used to redeem
the balance of the shares which the Company has become obligated to redeem on
any Redemption Date but which it has not redeemed.

                  (d) Trust Fund. On or prior to any Redemption Date, the
Corporation shall deposit, with any bank or trust company in the State of
Delaware, as a trust fund, a sum sufficient to redeem, on the Redemption Date
thereof, the shares called for redemption, with irrevocable instructions and
authority to the bank or trust company to give the notice of redemption thereof
(or to complete the giving of such notice if theretofore commenced) and to pay,
on or after the Redemption Date or prior hereto, the Redemption Price of the
shares to their respective holders upon the surrender of their share
certificates, then from and after the date of the deposit (although prior to the
Redemption Date), the shares so called shall be redeemed. The deposit shall
constitute full payment of the shares to their holders and from and after the
date of the deposit the shares shall no longer be outstanding, and the holders
thereof shall cease to be stockholders with respect to such shares, and shall
have no rights with respect thereto except the right to notice pursuant to
paragraph (b) above and to receive from the bank or trust company payment of the
Redemption Price for the Preferred Stock which they hold, without interest, upon
the surrender of their certificates therefor and the right to convert said
shares as provided herein at any time up to but not after the close of business
on the fifth day prior to the Redemption Date of such shares (which date will
not be earlier than thirty (30) days after the written notice of redemption has
been mailed to holders of record of the Preferred Stock called for redemption).
Any monies so deposited on account of the Redemption Price of Preferred Stock
converted subsequent to the making of such deposit shall be repaid to the
Corporation forthwith upon the conversion of such Preferred Stock. Any interest
accrued on any funds so deposited shall be the property of, and paid to, the
Corporation. If the holders of Preferred Stock so called for redemption shall
not, at the end of six (6) years from the Redemption Date thereof, have claimed
any funds so deposited, such bank or trust company shall thereupon pay over to
the Corporation such unclaimed funds, and such bank or trust company shall
thereafter be relieved of all responsibility in respect thereof to such holders
and such holders shall look only to the Corporation for payment of the
Redemption Price for the Preferred Stock which they hold.

            5. Voting Rights. The holder of each share of Preferred Stock shall
have the right to one vote for each share of Common Stock into which such
Preferred Stock could then be converted (with any fractional share determined on
an aggregate conversion basis being rounded to the nearest whole share), and
with respect to such vote, such holder shall have full voting rights and powers
equal to the voting rights and powers of the holders of Common Stock, and shall
be entitled, notwithstanding any provision
<PAGE>   16
hereof, to notice of any stockholders' meeting in accordance with the Bylaws of
the Corporation, and shall be entitled to vote, together with holders of Common
Stock, with respect to any question upon which holders of Common Stock have the
right to vote.

            6. Protective Provisions. So long as at least 900,000 shares of
Series A, Series A-1, Series B, and Series B-1 Preferred Stock (as adjusted for
stock splits, stock dividends or recapitalizations) are outstanding and have not
been converted into Common Stock, the Corporation shall not, without first
obtaining the approval (by vote or written consent, as provided by law) of the
holders of at least a majority of the then outstanding shares of Preferred
Stock, voting together as one class except where otherwise required by law:

                  (a) amend or repeal any provision of the Corporation's
Certificate of Incorporation or Bylaws if such action would alter or change the
designations, preferences and relative, participating, optional and other
special rights, or the restrictions provided for the benefit of the Preferred
Stock;

                  (b) authorize a merger, sale of all or substantially all the
assets, consolidation, recapitalization or reorganization of the Corporation;

                  (c) authorize or issue shares of any class of stock having a
preference over, or being on a parity with, the Preferred Stock with respect to
dividends or assets;

                  (d) pay or declare any dividend on shares of Common Stock if
current dividends on Preferred remain unpaid, except dividends solely in Common
Stock; or

                  (e) any repurchase or other acquisition by the Corporation of
its own shares [other than pursuant to the Certificate of Incorporation or
repurchases contemplated by Section 8 below.]

            7. Status of Converted Stock. In the event any shares of Preferred
Stock shall be converted pursuant to Section 3 hereof or redeemed pursuant to
Section 4 hereof, the shares so converted or redeemed shall be canceled and
shall not be issuable by the Corporation, and the Certificate of Incorporation
of the Corporation shall be appropriately amended to effect the corresponding
reduction in the Corporation's authorized capital stock.
<PAGE>   17
       (C)  Common Stock.

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

            2. Liquidation Rights. Upon the liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation shall be distributed as
provided in Section 2 of Part (B) of this Article IV.

            3. Redemption. The Common Stock is not redeemable.

            4. Voting Rights. The holder of each share of Common Stock shall
have the right to one vote, and shall be entitled to notice of any 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 law.



                                    ARTICLE V

      The name and mailing address of the incorporator are as follows:

                              Maribeth T. Younger
                              c/o Venture Law Group
                              2800 Sand Hill Road
                              Menlo Park, CA  94025

                                   ARTICLE VI

      The Board of Directors of the corporation is expressly authorized to make,
alter or repeal Bylaws of the corporation, but the stockholders may make
additional Bylaws and may alter or repeal any Bylaw whether adopted by them or
otherwise.

                                   ARTICLE VII

      Elections of directors need not be by written ballot unless otherwise
provided in the Bylaws of the corporation.

                                  ARTICLE VIII

      (A) To the fullest extent permitted by the Delaware General Corporation
Law, as the same exists or as may hereafter be amended, 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.
<PAGE>   18
      (B) The corporation shall indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer or employee of
the corporation or any predecessor of the corporation, or serves or served at
any other enterprise as a director, officer or employee at the request of the
corporation or any predecessor to the corporation.

      (C) Neither any amendment nor repeal of this Article VIII, nor the
adoption of any provision of this corporation's Certificate of Incorporation
inconsistent with this Article VIII, shall eliminate or reduce the effect of
this Article VIII in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this Article VIII, would accrue
or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.

                                   ARTICLE IX

      The corporation is to have perpetual existence.

                                    ARTICLE X

      The number of directors which will constitute the whole Board of Directors
of the corporation shall be designated in the Bylaws of the corporation.


                                   ARTICLE XI

        Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the corporation may be kept
(subject to any statutory provision) outside the State of Delaware at such
place or places as may be designated from time to time by the Board of
Directors in the Bylaws of the corporation.

                                   ARTICLE XII

      "Listing Event" as used in this Certificate of Incorporation shall mean
the Corporation becoming a "Listed Corporation" within the meaning of Section
301.5 of the California Corporations Code. For the management of the business
and for the conduct of the affairs of the Corporation, and in further
definition, limitation and regulation of the powers of the Corporation, its
directors and its stockholders or any class thereof, as the case may be, it is
further provided that, effective upon the occurrence of the Listing Event:

      (i) The Board of Directors of the Corporation shall divide the directors
into three classes, as nearly equal in number as reasonably possible with the
term of office of the first class to expire at the 1998 annual meeting of
stockholders or any special meeting in lieu thereof, the term of office of the
second class to expire at the 1999 annual meeting of stockholders of any special
meeting in lieu thereof and the term of office of the third class to expire at
the 2000 annual meeting of stockholders or any special meeting in lieu 
<PAGE>   19
thereof and the term of office of the third class to expire at the 2000 annual
meeting of stockholders or any special meeting in lieu thereof. At each annual
meeting of stockholders of special meeting in lieu thereof following such
initial classification, directors elected to succeed those directors whose terms
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders or special meeting in lieu thereof after their
election and until their successors are duly elected and qualified.

      (ii) Subject to the rights of the holders of any series of Preferred Stock
then outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office of other cause may be filled only by a majority vote of the directors
then in office even though less than a quorum, or by a sole remaining director.
In the event of any increase or decrease in the authorized number of directors,
(a) each director then serving as such shall nevertheless continue as a director
of the class of which he or she is a member until the expiration of his or her
current term or his or her prior death, retirement, removal or resignation and
(b) the newly created or eliminated directorships resulting from such increase
or decrease shall if reasonably possible be apportioned by the Board of
Directors among the three classes of directors so as to ensure that no one class
has more than one director more than any other class. To the extent reasonably
possible, consistent with the foregoing rule, any newly created directorships
shall be added to those classes whose terms of office are to expire at the
latest dates following such allocation and newly eliminated directorships shall
be subtracted from those classes whose terms of office are to expire at the
earliest dates following such allocation, unless otherwise provided for from
time to time by resolution adopted by a majority of the directors then in
office, although less than a quorum. In the event of a vacancy in the Board of
Directors, the remaining directors, except as otherwise provided by law, may
exercise the powers of the full Board of Directors until the vacancy is filled.
Notwithstanding the foregoing provisions of this Article XII, each director
shall serve until his or her successor is duly elected and qualified or until
his or her death, resignation or removal. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

      (iii) There shall be no right with respect to shares of stock of the
corporation to cumulate votes in election of directors.



                            [SIGNATURE PAGE FOLLOWS]
<PAGE>   20
      IN WITNESS WHEREOF, the undersigned has executed this certificate on
January 28, 1997.






                                          /s/ Maribeth T. Younger
                                    ----------------------------------
                                    Maribeth T. Younger, Incorporator



