<PAGE>

                                                                         PAGE 1

                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE

                       --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "ADVANCED COMMUNICATIONS GROUP, INC.", CHANGING ITS NAME FROM
"ADVANCED COMMUNICATIONS GROUP, INC." TO "WORLDPAGES.COM, INC.", FILED IN
THIS OFFICE ON THE TWENTY-FOURTH DAY OF FEBRUARY, A.D. 2000, AT 10:01 O'CLOCK
A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.




                                     [SEAL]

                                            /s/ Edward J. Freel
                                            -----------------------------------
                                            EDWARD J. FREEL, SECRETARY OF STATE

2802188  8100                                         AUTHENTICATION:  0277764

001092804                                                       DATE:  02-24-00

<PAGE>


                         CERTIFICATE OF AMENDMENT OF THE
                    RESTATED CERTIFICATE OF INCORPORATION OF
                       ADVANCED COMMUNICATIONS GROUP, INC.


         Advanced Communications Group, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"),

         DOES HEREBY CERTIFY THAT:

         I. The proposed amendment to the Corporation's Restated Certificate of
Incorporation set forth below was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

II. ARTICLE I is amended to read in its entirety as follows:

                                    ARTICLE I

              The name of the Corporation is: WorldPages.com, Inc.

         IN WITNESS WHEREOF, we have hereunto set out our hands and seals as
President and Secretary, respectively, of the Corporation this 24th day of
February, 2000, and we hereby affirm that the foregoing Certificate of Amendment
of the Restated Certificate of Incorporation is our act and deed and the act and
deed of the Corporation and that the facts stated therein are true.



                           /s/ Richard A. O'Neal
                          ---------------------------------
                               Richard A. O'Neal, President

ATTEST:



/s/ Michael A. Pruss
-------------------------------
    Michael A. Pruss, Secretary

<PAGE>

                                                                         PAGE 1

                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE

                       --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "ADVANCED COMMUNICATIONS GROUP, INC.", FILED IN THIS OFFICE ON
THE TWENTY-THIRD DAY OF FEBRUARY, A.D. 2000, AT 9:15 O'CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.




                                     [SEAL]

                                            /s/ Edward J. Freel
                                            -----------------------------------
                                            EDWARD J. FREEL, SECRETARY OF STATE

2802188  8100                                         AUTHENTICATION:  0273041

001088681                                                       DATE:  02-23-00

<PAGE>


                         CERTIFICATE OF DESIGNATIONS OF
                        CLASS B VOTING PREFERRED STOCK OF
                       ADVANCED COMMUNICATIONS GROUP, INC.

                     PURSUANT TO SECTION 151 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE


         Advanced Communications Group, Inc. (the "Corporation"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware, in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, as amended, does HEREBY
CERTIFY that the following resolution has been duly adopted by the Board of
Directors of the Corporation:

                  RESOLVED, that pursuant to the authority expressly granted to
         and vested in the Board of Directors of the Corporation by the
         provisions of the Restated Certificate of Incorporation of the
         Corporation, as amended (the "Certificate of Incorporation"), there
         hereby is created, out of the 20,000,000 shares of Preferred Stock,
         par value $0.0001 per share, of the Corporation authorized in
         Article IV of the Certificate of Incorporation (the "Preferred
         Stock"), a series of Preferred Stock of the Corporation, to be
         designated "Class B Voting Preferred Stock," consisting of one (1)
         share, which series shall have the following voting powers,
         designations, preferences and relative, participating, optional and
         other rights, and the following qualifications, limitations and
         restrictions (in addition to the powers, designations, preferences
         and relative, participant, optional and other rights, and the
         qualifications, limitations and restrictions set forth in the
         Certificate of Incorporation which are applicable to the Preferred
         Stock):

                  SECTION 1. DESIGNATION AND SIZE OF ISSUE, RANKING.

                  (A) The designation of the series of Preferred Stock shall be
         "Class B Voting Preferred Stock" (the "Class B Stock"), and the number
         of shares constituting the Class B Stock shall be one (1) share.

                  (B) The share of Class B Stock which at any time has been
         redeemed or otherwise reacquired by the Corporation shall, after such
         redemption or other acquisition, resume the status of authorized and
         unissued shares of Preferred Stock, without designation as to series
         until such share is once more designated as part of a particular
         series by the Board of Directors.

                  (C) The share of Class B Stock shall rank senior, as to
         distribution of assets upon liquidation, to the shares of Common
         Stock, par value $0.0001 per share, of the Corporation, (the "Common
         Stock"), and junior to any future series of Preferred Stock or shares
         of preference stock of the Corporation (the "Preference Stock") issued
         by the Corporation after the effectiveness of this Certificate of
         Designations that by its terms ranks senior to the Class B Stock.

                  SECTION 2. VOTING RIGHTS OF CLASS B STOCK.

                  (A) GENERAL. Except as otherwise required by law or the
         Certificate of Incorporation, the holder of record of the share of
         Class B Stock shall have a number of votes with respect to any matter,
         proposition or question on which holders of Common Stock are entitled
         to vote, consent or otherwise act, equal to the product of (i) the
         number of shares of Common Stock for which the Exchangeable Shares
         then issued and outstanding from time to time and held by Holders are
         exchangeable, multiplied by (ii) the number of votes to which a holder
         of one share of Common Stock is entitled with respect to such matter,
         proposition or question. For the purposes hereof, (x) "Exchangeable
         Shares" means the Class A Special Shares of ACG Exchange Company, a
         Nova Scotia unlimited liability company ("ACG Exchange Company"), (y)
         "Holders" means the registered holders from time to time of
         Exchangeable Shares, other than

<PAGE>

         Exchangeable Shares beneficially owned by the Corporation or its
         Subsidiaries, and (z) "Subsidiary" in relation to any person, means
         any body corporate, partnership, joint venture, association or other
         entity of which more than 50% of the total voting power of shares of
         stock or units of ownership or beneficial interest entitled to vote
         in the election of directors (or members of a comparable governing
         body) is owned or controlled, directly or indirectly, by such person.

                  (B) COMMON STOCK AND CLASS B STOCK IDENTICAL IN VOTING.
         Except as otherwise required by law or the Certificate of
         Incorporation, in respect of all matters concerning the voting of
         shares of capital stock of the Corporation, the Common Stock (and any
         other class or series of capital stock of the Corporation entitled to
         vote generally with the Common Stock) and the Class B Stock shall vote
         as a single class and, apart from the differing number of votes
         attaching to the Class B Stock as set forth in Section 2(A) above,
         such voting rights shall be identical in all respects.

                  SECTION 3. LIQUIDATION. In the event of any liquidation,
         dissolution or winding-up of the Corporation, and subject to any prior
         rights of holders of shares of any other series of Preferred Stock or
         of any series of Preference Stock, if the Class B Stock is then
         outstanding the holder thereof shall be entitled to receive, out of
         the assets of the Corporation available for distribution to its
         stockholders, an amount equal to $1.00 before any distribution is made
         on the Common Stock or on any other stock of the Corporation ranking
         junior to the Class B Stock as to distribution of assets on
         liquidation, dissolution or winding-up. After payment of the full
         amount of the above liquidation preference of the outstanding share of
         Class B Stock, the holder of the share of Class B Stock shall not be
         entitled to any further participation in any distribution of assets of
         the Corporation. For the purposes of this Section 3, neither the sale,
         conveyance, exchange or transfer (for cash, shares of stock,
         securities or other consideration ) of all or substantially all of the
         property or assets of the Corporation, nor the consolidation or merger
         of the Corporation with or into one or more other entities, shall be
         deemed to be a liquidation, dissolution or winding-up of the
         Corporation.

                  SECTION 4. DIVIDENDS.  The holder of the Class B Stock shall
         not be entitled to receive any dividends, whether payable in cash, in
         property or in shares of capital stock of the Corporation.

                  SECTION 5. CLASS B STOCK.

                  (A) Pursuant to the terms of that certain Amended and
         Restated YPtel Agreement dated as of October 26, 1999 (the "YPtel
         Agreement"), between the Corporation, YPtel Corporation ("YPtel"),
         the shareholders of YPtel listed on Exhibit "A" to the YPtel
         Agreement, Edward Truant, Douglas G. McIntyre, Jeffrey L. Rosenthal,
         Stephen D. Lister, The J.L.R. Family Trust and The Paisley Family
         Trust (collectively the "ICL Principals"), Cold Trust, Global
         Investment Trust, Freezer Trust, Storage Trust, Directory Trust and
         Publisher Trust (collectively the "Barbadian Trusts") (the
         shareholders listed on Exhibit "A" to the YPtel Agreement, the ICL
         Principals and the Barbadian Trusts are collectively referred to as
         the "Shareholders"), and Imperial Capital Limited ("ICL"), one share
         of Class B Stock is being issued to the Trustee (as hereinafter
         defined) under the Exchange and Voting Trust Agreement made as of
         February 18, 2000 among the Corporation, ACG Holding Company, a Nova
         Scotia unlimited liability company, ACG Exchange Company, a Nova
         Scotia unlimited liability company, 1 + USA V Acquisition Corp., a
         corporation organized and existing under the laws of the State of
         Delaware, certain holders of YPtel shares as set out on Schedule A
         thereto, YPtel/ACG Pledge Corporation, an Ontario corporation, and
         Montreal Trust Company of Canada, a trust company incorporated under
         the laws of Canada (the "Trustee"), as may be amended from time to
         time.

                  (B) The holder of the share of Class B Stock is entitled to
         exercise the voting rights attendant thereto in such manner as
         specified in the Exchange and Voting Trust Agreement.

<PAGE>

                  (C) At such time as the term of the Exchange and Voting Trust
         Agreement shall end, being the earlier of the date when (i) no
         outstanding Exchangeable Shares are held by a Holder, (ii) such
         Agreement is terminated by mutual agreement as provided therein or
         (iii) February 18, 2005, the Class B Stock shall be redeemed in
         accordance with Section 7 hereof.

                  SECTION 6. CONVERSION OR EXCHANGE. The holder of the share of
         Class B Stock shall not have any rights hereunder to convert such
         share into, or exchange such share for, shares of any other series or
         class of capital stock of the Corporation.

                  SECTION 7. REDEMPTION. The share of Class B Stock shall not
         be subject to redemption, except that at such time as the term of the
         Exchange and Voting Trust Agreement shall end, the Class B Stock shall
         automatically be redeemed by the Corporation for an amount equal to
         $1.00 due and payable upon such redemption.

                  SECTION 8. OTHER RIGHTS. The share of Class B Stock shall not
         have any powers, preferences or relative, participating, optional or
         other special rights, or qualifications, limitations or restrictions
         other than as set forth herein.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed and attested this 23rd day of February, 2000.


                                      ADVANCED COMMUNICATIONS GROUP, INC.

                                      By: /s/ Richard A. O'Neal
                                      -------------------------------
                                      Richard A. O'Neal, Chairman
                                      of the Board and Chief Executive Officer


<PAGE>

                                                                         PAGE 1

                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE

                       --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "ADVANCED COMMUNICATIONS GROUP, INC." FILED IN THIS OFFICE ON
THE EIGHTEENTH DAY OF FEBRUARY, A.D. 2000, AT 4:30 O'CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.








                                     [SEAL]

                                            /s/ Edward J. Freel
                                            -----------------------------------
                                            EDWARD J. FREEL, SECRETARY OF STATE

2802188  8100                                         AUTHENTICATION:  0268860

001085509                                                       DATE:  02-22-00


<PAGE>


                      CERTIFICATE ELIMINATING REFERENCE TO
                 SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK
                                    FROM THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                       ADVANCED COMMUNICATIONS GROUP, INC.


         Pursuant to the provisions of Section 151 (g) of the General
Corporation Law of the State of Delaware, it is hereby certified that:

                  1. The name of the corporation is ADVANCED COMMUNICATIONS
GROUP, INC., (hereinafter referred to as the "Corporation").

                  2. The designation of the shares referred to as Series A
Redeemable Convertible Preferred Stock of the Corporation (hereinafter referred
to as the "Series A") to which this Certificate relates is hereby eliminated.

                  3. All of the voting powers, designations, preferences, and
the relative, participating, optional, or other rights, and the
qualifications, limitations, and restrictions of the said Series A stock were
provided for in a resolution adopted by the Board of Directors of the
Corporation pursuant to authority expressly vested in it by the provisions of
the Restated Certificate of Incorporation of the Corporation. A Certificate
of Designations setting forth the said resolution was filed with the
Secretary of State of the State of Delaware on February 17, 1998, pursuant to
the provisions of Section 151 (g) of the General Corporation Law of the State
of Delaware.

                  4. The Board of Directors of the Corporation has adopted
the following resolution:

                  WHEREAS, Section 2 of the Certificate of Designations of the
         Series A Redeemable Convertible Preferred Stock (hereinafter referred
         to as the "Series A") provides in relevant part that, "Shares of
         Series A that are...converted into Common Stock shall be cancelled and
         shall revert to authorized but unissued shares of Preferred Stock
         undesignated as to series"; and

                  WHEREAS, all of the issued and outstanding Series A were
         converted by the holder thereof into a like number of shares of Common
         Stock on August 18, 1999;

                  WHEREAS, Section 151 (g) of the General Corporation Law of
         the State of Delaware provides for the filing of a Certificate with
         the Secretary of State of Delaware for the purpose of eliminating from
         the Restated Certificate of Incorporation all reference to the
         Series A Stock.

<PAGE>

                  NOW, THEREFORE, BE IT RESOLVED, that the proper officers of
         the Corporation be and hereby are authorized and directed to file a
         Certificate pursuant to the provisions of Section 151 (g) of the
         General Corporation Law of the State of Delaware to effect the
         elimination from the Restated Certificate of Incorporation all
         references to the Series A Stock.

                  5. The effective time of this certificate shall be on the
filing date.

Signed on February 18, 2000.

                                        /s/ Michael A. Pruss
                                        --------------------------------------
                                        Michael A. Pruss, Vice President,
                                        Secretary and Chief Financial Officer


<PAGE>

                                                                         PAGE 1

                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE

                       --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS
FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OF "ADVANCED COMMUNICATIONS
GROUP, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     RESTATED CERTIFICATE, FILED THE NINTH DAY OF OCTOBER, A.D. 1997, AT 3:10
O'CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE SEVENTEENTH DAY OF FEBRUARY, A.D.
1998, AT 12:30 O'CLOCK P.M.

     CERTIFICATE OF DESIGNATION, FILED THE SEVENTEENTH DAY OF FEBRUARY, A.D.
1998, AT 12:31 O'CLOCK P.M.







                                     [SEAL]

                                            /s/ Edward J. Freel
                                            -----------------------------------
                                            EDWARD J. FREEL, SECRETARY OF STATE

2802188  8100X                                        AUTHENTICATION:  0260238

001077366                                                       DATE:  02-16-00

<PAGE>

                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                      ADVANCED COMMUNICATIONS GROUP, INC.


     The name of the corporation is Advanced Communications Group, Inc. (the
"Corporation"). The name of the Corporation as originally incorporated was
New ACG, Inc. The original certificate of incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware (the
"Secretary of State") on September 29, 1997 and amended by an instrument
filed with the Secretary of State on October 9, 1997 to change the
Corporation's name to Advanced Communications Group, Inc. This Restated
Certificate of Incorporation amends and restates the Corporation's original
certificate of incorporation, and amended, and was duly adopted in accordance
with Section 241 and Section 245 of the General Corporation Law of the State
of Delaware. The Corporation certifies that it has not authorized the
issuance of any of its stock or received any payment therefor.

                                   ARTICLE I

     The name of the Corporation is Advanced Communications Group, Inc.

                                  ARTICLE II

     The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, County of New
Castle, Wilmington, Delaware 19801. The name of the Corporation's registered
agent at such address is The Corporation Trust Company.

                                  ARTICLE III

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

                                  ARTICLE IV

     Section 1. AUTHORIZED CAPITAL. The Corporation shall be authorized to
issue two hundred million (200,000,000) shares of capital stock, of which one
hundred eighty million (180,000,000) shares shall be shares of Common Stock,
$.0001 par value per share ("Common Stock"), and twenty million (20,000,000)
shares shall be shares of Preferred Stock, $.0001 par value per share
("Preferred Stock").

     Section 2. PREFERRED STOCK. The Board of Directors is hereby expressly
authorized, subject to any limitations prescribed by applicable law, to
provide from time to time for the issuance of shares of Preferred Stock in one
or more series, and to determine the number of shares of each series and to
fix for each series of Preferred Stock such voting powers, full or limited or
no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and such qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the

<PAGE>

resolution or resolutions adopted by the Board of Directors or a duly
authorized committee thereof providing for the issue of such series.

     The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:

          (a)  the designated number of shares of such series, which may
     subsequently be increased or decreased (but not below the number of
     shares of that series then outstanding) by resolution of the Board of
     Directors, without the consent of the holders of any outstanding shares
     of Common Stock or Preferred Stock, and the distinctive designation
     thereof;

          (b)  the voting powers, full or limited, if any, of the shares of
     such series;

          (c)  the rights in respect of dividends on the shares of such
     series, whether dividends shall be cumulative and, if so, from which
     date or dates and the relative rights of priority, if any, of payment of
     dividends on shares of such series and any limitations, restrictions or
     conditions on the payment of dividends;

          (d)  the terms and conditions (including the price or prices which
     may vary under different conditions and at different redemption dates),
     if any, upon which all or any part of the shares of such series may be
     redeemed, and any limitations, restrictions or conditions on such
     redemption;

          (e)  the terms, if any, upon which the shares of such series shall
     be convertible into or exchangeable for shares of any other class,
     classes, or series, or other securities, whether or not issued by the
     Corporation;

          (f)  the relative amounts, and the relative rights or priority, if
     any, or payment in respect to shares of such series, which the holders
     of the shares of such series shall be entitled to receive upon
     liquidation, dissolution or winding up of the Corporation;

          (g)  the terms, if any, of any purchase, retirement or sinking fund
     to be provided for the shares of such series;

          (h)  the restrictions, limitations and conditions, if any, upon
     issuance of indebtedness and shares of the same series or of any other
     class or series of the Corporation during the period any shares of such
     series are outstanding; and


                                      -2-

<PAGE>

          (i)  any other preferences and relative, participating, optional or
     other rights or limitations not inconsistent with applicable law, the
     provisions of this ARTICLE IV or any resolution of the Board of
     Directors, or a duly authorized committee thereof, pursuant thereto.

     Section 3. REACQUIRED STOCK. Subject to the requirements of applicable
law, shares of any series of Preferred Stock which have been redeemed or
converted, or which have been issued and reacquired in any manner, and
retired shall have the status of authorized and unissued shares of Preferred
Stock and may be reissued by the Board of Directors as shares of the same or
any other series of Preferred Stock.

     Section 4. NO PREEMPTIVE RIGHTS. No holder of any shares of Common Stock
or series of Preferred Stock, or any other security, option, warrant or right
issued by the Corporation, shall have any preemptive rights to subscribe to
any additional shares of Common Stock or any series of Preferred Stock, or
any other security, option, warrant or right issued by the Corporation, or
any security convertible into any series of Common Stock or Preferred Stock,
or any other security, option, warrant or right when now or hereinafter
authorized or issued by the Corporation, PROVIDED, HOWEVER, subject to the
rights of any holder of Common Stock or any series of Preferred Stock, that
pursuant to a resolution or resolutions adopted by the Board of Directors, or
any duly authorized committee thereof, the Corporation may issue and dispose
of any securities (including, without limitation, Common Stock and Preferred
Stock) convertible into or carrying options, warrants or other rights to
purchase or otherwise acquire any other security or securities of the
Corporation to such persons or other entities and upon such terms and for
such consideration as the Board of Directors may determine and as may be
permitted by applicable law, without offering any such securities, either in
whole or in part, to the existing holders of any security of the Corporation.

     Section 5. EXCLUSIVE RIGHTS OF COMMON STOCK. Subject to the rights of
the holders of any series of Preferred Stock, and except as otherwise
provided by law, the Common Stock shall have the exclusive right to vote for
the election of directors of the Corporation (each a "Director") and for all
other purposes. The number of authorized shares of Common Stock and Preferred
Stock may be increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders of a
majority in voting power of the stock of the Corporation entitled to vote
thereon irrespective of the provisions of Section 242(b)(2) of the General
Corporation Law of the State of Delaware (or any successor provision
thereto), and no vote of the holders of either the Common Stock or the
Preferred Stock voting separately as a class shall be required therefor.

     Section 6. VOTING RIGHTS OF COMMON STOCK. Each outstanding share of
Common Stock shall entitle the holder thereof to one vote on each matter
properly submitted to the stockholders of the Corporation for their vote,
consent, waiver, release or other action.


                                      -3-

<PAGE>

     Section 7. RECORD HOLDERS. The Corporation shall be entitled to treat
the person in whose name any share of its stock is registered in the records
of the Corporation, or with any agent of the Corporation employed as the
stock transfer agent of the Corporation, as the owner thereof for all
purposes, and the Corporation shall not be bound to recognize any equitable
or other claim to, or interest in, such share on the part of any other person
or entity, whether or not the Corporation shall have notice of such claim,
except as expressly provided by applicable law.

                                  ARTICLE V

     Section 1. ANNUAL MEETINGS OF STOCKHOLDERS. The annual meetings of
stockholders of the Corporation (each a "Stockholder" and collectively,
"Stockholders") shall be held on such date and at such place and time as may
be fixed by resolution of the Board of Directors.

     Section 2. CALLING OF SPECIAL MEETINGS OF STOCKHOLDERS. Subject to the
rights of the holders of any series of Preferred Stock, and to the
requirements of applicable law, special meetings of Stockholders may be
called only by either (a) the Chairman of the Board of Directors, or (b) by
the Board of Directors pursuant to be resolution adopted by a majority of the
total number of Directors which the Corporation would have if there were no
vacancies or unfilled newly-created directorships (the "Whole Board").

     Notwithstanding any other provisions of this Restated Certificate of
Incorporation, and notwithstanding that a lesser percentage may be permitted
from time to time by applicable law, no provision of this Section 2 of
ARTICLE V may be altered, amended or repealed in any respect, nor may any
provision inconsistent therewith be adopted, unless such alteration,
amendment, repeal or adoption is approved by the affirmative vote of the
holders of at least 80 percent of the combined voting power of the then
outstanding shares of the Corporation's stock entitled to vote generally in
the election of Directors ("Voting Stock"), voting together as a single class.

     Section 3. CHAIRMAN OF STOCKHOLDER MEETINGS. Each annual and special
meeting of Stockholders shall be presided over by a Chairman, who shall have
the exclusive authority to, among other things, determine (a) whether
business and nominations have been properly brought before such meetings, and
(b) the order in which business and nominations properly brought before such
meeting shall be considered. The Chairman of each annual and special meeting
shall be the Chairman of the Board of Directors, or such person as shall be
appointed by the resolution approved by the majority of the Board of
Directors.

     Notwithstanding any other provisions of this Restated Certificate of
Incorporation, and notwithstanding that a lesser percentage may be permitted
from time to time by applicable law, no provision of this Section 3 of
ARTICLE V may be altered, amended or repealed in any respect, nor may any
provision inconsistent therewith be adopted, unless such alteration,
amendment, repeal

                                      -4-

<PAGE>

or adoption is approved by the affirmative vote of the holders of at least 80
percent of the combined voting power of the outstanding shares of Voting
Stock, voting together as a single class.

         Section 4. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

                 (a)  ANNUAL MEETINGS OF STOCKHOLDERS.

                      (i)   Nominations of persons for election to the Board of
         Directors and the proposal of business to be considered by the
         Stockholders may be made at an annual meeting of Stockholders (A)
         pursuant to the Corporation's notice of meeting, (B) by or at the
         direction of the Board of Directors or (C) by any Stockholder who
         was a Stockholder of record at the time of giving of notice provided
         for in this Section, who is entitled to vote at the meeting and who
         complies with the notice procedures set forth in this Section.

                      (ii)  For nominations or other business to be properly
         brought before an annual meeting by a stockholder pursuant to
         Section 4(a)(i)(C) of this ARTICLE V, the Stockholder must have
         given timely notice thereof in writing to the Secretary of the
         Corporation and such other business must otherwise be a proper matter
         for Stockholder action. To be timely, a Stockholder's notice shall be
         delivered to the Secretary at the principal executive offices of the
         Corporation not later than the close of business on the 60th day nor
         earlier than the close of business on the 90th day prior to the
         first anniversary of the preceding year's annual meeting; PROVIDED,
         HOWEVER, that in the event that the date of the annual meeting is
         more than 30 days before or more than 60 days after such anniversary
         date, notice by the Stockholder to be timely must be so delivered
         not earlier than the close of business on the 90th day prior to such
         annual meeting and not later than the close of business on the later
         of the 60th day prior to such annual meeting or the tenth day
         following the day on which public announcement of the date of such
         meeting is first made by the Corporation. In no event shall the public
         announcement of an adjournment of an annual meeting commence a new time
         period for the giving of a Stockholder's notice as described above.
         Such Stockholder's notice shall set forth:

                            (A) as to each person whom the Stockholder
                   proposes to nominate for election or reelection as a
                   Director all information relating to such person that is
                   required to be disclosed in solicitations of proxies for
                   election of Directors in an election contest, or is
                   otherwise required, in each case pursuant to Regulation
                   14A under the Securities Exchange Act of 1934, as amended
                   (the "Exchange Act"), and Rule 14a-11 thereunder (including

                                      -5-


<PAGE>


                   such person's written consent to being named in the proxy
                   statement as a nominee and to serving as a Director if
                   elected);

                            (B) as to any other business that the Stockholder
                   proposes to bring before the meeting, a brief description
                   of the business desired to be brought before the meeting,
                   the reasons for conducting such business at the meeting
                   and any material interest in such business of such
                   Stockholder and the beneficial owner, if any, on whose
                   behalf the proposal is made; and

                            (C) as to the Stockholder giving the notice and
                   the beneficial owner, if any, on whose behalf the
                   nomination or proposal is made (1) the name and address of
                   such Stockholder, as they appear on the Corporation's
                   books, and of such beneficial owner, (2) the class and
                   number of shares of the Corporation which are owned
                   beneficially and of record by such Shareholder and such
                   beneficial owner, and (3) whether the proponent intends
                   (or is part of a group which intends) to solicit proxies
                   from other stockholders in support of such nomination or
                   proposal.

                      (iii) Notwithstanding anything in the second sentence
         of Section 4(a)(ii) of this ARTICLE V to the contrary, in the event
         that the number of Directors to be elected to the Board of Directors
         is increased and there is no public announcement by the Corporation
         naming all of the nominees for Director or specifying the size of
         the increased Board of Directors at least 70 days prior to the first
         anniversary of the preceding year's annual meeting, a Stockholder's
         notice required by this Section shall also be considered timely, but
         only with respect to nominees for any new positions created by such
         increase, if it shall be delivered to the Secretary at the principal
         executive offices of the Corporation not later than the close of
         business on the tenth day following the day on which such public
         announcement is first made by the Corporation.

          (b) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
     conducted at a special meeting of Stockholders as shall have been
     brought before the meeting pursuant to the Corporation's notice of
     meeting. Nominations of persons for election to the Board of Directors
     may be made at a special meeting of Stockholders at which Directors are
     to be elected pursuant to the Corporation's notice of meeting (a) by or
     at the direction of the Board of Directors or (b) provided that the
     Board of Directors has determined that Directors shall be elected at
     such meeting, by any Stockholder who is a Stockholder of record at the
     time of giving of notice provided for in this Section 4, who shall be
     entitled to vote at the meeting and who complies with the notice
     procedures set forth in this Section 4. In the event the Corporation
     calls a special meeting of Stockholders for the purpose of electing one
     or

                                         -6-


<PAGE>

     more Directors to the Board of Directors, any such Stockholder may
     nominate a person or persons (as the case may be), for election to such
     position(s) as specified in the Corporation's notice of meeting, if the
     Stockholder's notice required by Section 4(a)(ii) of this ARTICLE V
     shall be delivered to the Secretary at the principal executive offices
     of the Corporation not earlier than the close of business on the 90th
     day prior to such special meeting and not later than the close of
     business on the later of the 60th day prior to such special meeting or
     the tenth day following the day on which public announcement is first
     made of the date of the special meeting and of the nominees proposed by
     the Board of Directors to be elected at such meeting. In no event shall
     the public announcement of an adjournment of a special meeting commence
     a new time period for the giving of a Stockholder's notice as described
     above.

                  (c)  GENERAL.

                      (i)  Only such persons who are nominated in accordance
         with the procedures set forth in this Section 4 shall be eligible to
         serve as Directors and only such business shall be conducted at a
         meeting of Stockholders as shall have been brought before the meeting
         in accordance with the procedures set forth in this Section 4. Except
         as otherwise provided by applicable law, the Chairman of the meeting
         shall have the power and duty to determine whether a nomination or any
         business proposed to be brought before the meeting was made or
         proposed, as the case may be, in accordance with the procedures set
         forth in this Section 4 and, if any proposed nomination or business
         is not in compliance with this Section 4, to declare that such
         defective proposal or nomination shall be disregarded.

                      (ii) For purposes of this Section 4, "public
         announcement" shall mean disclosure in a press release reported by the
         Dow Jones News Service, Associated Press or comparable national news
         service or in a document publicly filed by the Corporation with the
         Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
         of the Exchange Act.

                      (iii) Notwithstanding the foregoing provisions of this
         Section 4, a Stockholder shall also comply with all applicable
         requirements of the Exchange Act and the rules and regulations
         thereunder with respect to the matters set forth in this
         Section 4. Nothing in this Section 4 shall be deemed to affect any
         rights.

                            (A) of Stockholders to request inclusion of
                   proposals in the Corporation's proxy statement pursuant to
                   Rule 14a-8 under the Exchange Act; or

                                     -7-


<PAGE>


                        (B) of the holders of any series of Preferred Stock
                   to elect Directors under specified circumstances.

     Notwithstanding any other provisions of this Restated Certificate of
Incorporation, and notwithstanding that a lesser percentage may be permitted
from time to time by applicable law, no provision of this Section 4 of
ARTICLE V may be altered, amended or repealed in any respect, nor may any
provision inconsistent therewith be adopted, unless such alteration,
amendment, repeal or adoption is approved by the affirmative vote of the
holders of at least 80 percent of the combined voting power of the then
outstanding shares of Voting Stock, voting together as a single class.

     Section 5. ELECTION OF DIRECTORS.

                  (a)  METHOD OF ELECTION. Election of Directors at all
         meetings of the Stockholders at which Directors are to be elected
         need not be by written ballot and instead may be made by voice vote.

                  (b)  REQUIRED VOTE. At all meetings of Stockholders at which
         Directors are to be elected, a plurality of the combined voting
         power of the then outstanding shares of Voting Stock cast thereat
         shall elect Directors. Each share of Common Stock shall be entitled
         to one vote, in person or by proxy. Each share of any series of
         Preferred Stock shall be entitled to that number of votes as
         designated by the Board of Directors in the resolution establishing
         such issuance or series. Cumulative voting for the election of
         Directors is expressly not permitted.

     Section 6. ELECTIONS OTHER THAN FOR DIRECTORS.

                  (a)  METHOD OF VOTING. Unless and except to the extent that
         the By-Laws of the Corporation shall so require, all voting by
         Stockholders, except the election of Directors of the Corporation,
         need not be by written ballot and instead may be made by voice vote.

                  (b)  REQUIRED VOTE. Subject to the rights of holders of any
         series of Preferred Stock, and except as otherwise provided by law,
         applicable stock exchange rules or this Restated Certificate of
         Incorporation, in all matters other than the election of Directors,
         the affirmative vote of a majority of the shares present in person
         or represented by proxy at the meeting and entitled to vote on the
         matter shall be the act of the Stockholders.

     Section 7. INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS. To
the extent required by applicable law, the Board of Directors by resolution
shall appoint one or more inspectors, which inspector or inspectors may
include individuals who serve the Corporation in other capacities,

                                        -8-

<PAGE>


including, without limitation, as officers, employees, agents or
representatives, to act at the meetings of Stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors
to replace any inspector who fails to act. If not inspector or alternate has
been appointed to act or is able to act at a meeting of Stockholders, the
Chairman of the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before discharging his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall have the duties prescribed by law.

     The Chairman of the meeting shall fix and announce at the meeting the
date and time of the opening and the closing of the polls for each matter
upon which the Stockholders will vote at a meeting.

     Section 8. STOCKHOLDER INSPECTION OF CORPORATE RECORDS.  Except as
otherwise provided by applicable law, the Board of Directors shall have the
power to determine from time to time whether and, if allowed, under what
conditions, circumstances and regulations the books and records of the
Corporation shall be open to inspection by the Stockholders, and the
Stockholders' ability to inspect any of the books and records or any other
document of the Corporation are and shall be restricted or limited according
to the determination of the Board of Directors.

     Section 9. NO STOCKHOLDER ACTION BY WRITTEN CONSENT.  Subject to the
rights of the holders of any series of Preferred Stock, any action required
or permitted to be taken by the Stockholders must be effected at a duly
called annual or special meeting of Stockholders and may not be effected
without such a meeting by any consent in writing by such holders.

     Notwithstanding any other provisions of this Restated Certificate of
Incorporation, and notwithstanding that a lesser percentage may be permitted
from time to time by applicable law, no provision of this Section 9 of
ARTICLE V may be altered, amended or repealed in any respect, nor may any
provision inconsistent therewith be adopted, unless such alteration,
amendment, repeal or adoption is approved by the affirmative vote of the
holders of at least 80 percent of the combined voting power of the then
outstanding shares of Voting Stock, voting together as a single class.

     Notwithstanding any other provision of this Restated Certificate of
Incorporation, Section 9 of ARTICLE V shall only become effective upon the
consummation of the Corporation's initial underwritten public offering of its
Voting Stock.


                                       -9-
<PAGE>


                                    ARTICLE VI

     Section 1. CORPORATE GOVERNANCE.  The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors.

     Section 2. NUMBER. Subject to the rights of the holders of any series of
Preferred Stock, the number of Directors constituting the Whole Board of
Directors shall not be less than three nor more than twelve. Subject to the
rights of the holders of any series of Preferred Stock, the number of
Directors shall be fixed from time to time exclusively pursuant to a
resolution adopted by a majority of the Whole Board.

     Section 3. QUALIFICATIONS.

                  (a) No person shall be nominated for election, nor elected,
         as a Director of the Corporation if such person (i) has attained the
         age of 80 as of such nomination or election, or (ii) will attain the
         age of 80 prior to the expiration of the term of office he is being
         nominated or elected for.

                  (b) No person may be a Director of the Corporation after
         conviction of any offense under applicable law punishable by a term
         of imprisonment exceeding one year or by death during the period
         after such conviction that such person in connection with such
         conviction is incarcerated, on parole, subject to court order or
         supervision, or subject to supervision of any agency of a state or
         the federal government.

     Section 4. TENURE.  Commencing with the first annual meeting of
Stockholders, the Directors, other than those who may be elected by the
holders of any series of Preferred Stock, shall be divided, with respect to
the time for which they severally hold office, into three classes, as nearly
equal in number as is reasonably possible, with the term of office of the
first class to expire at the second annual meeting of Stockholders, the term
of office of the second class to expire at the third annual meeting of
Stockholders and the term of office of the third class to expire at the
fourth annual meeting of Stockholders, with each Director to hold office
until his or her successor shall have been duly elected and qualified. At
each annual meeting of Stockholders, commencing with the second annual
meeting, (i) Directors elected to succeed those Directors whose terms then
expire shall be elected for a term of office to expire at the third
succeeding annual meeting of Stockholders after their election, with each
Director to hold office until his or her successor shall have been duly
elected and qualified, and (ii) if authorized by a resolution of the Board
of Directors, Directors may be elected to fill any vacancy on the Board of
Directors, regardless of how such vacancy shall have been created.

     Section 5. VACANCIES.  Subject to applicable law and the rights of the
holders of any series of Preferred Stock, vacancies resulting from death,
resignation, retirement, disqualification,


                                       -10-


<PAGE>


removal from office or other cause, and newly created directorships resulting
from any increase in the authorized number of Directors, may be filled by the
affirmative vote of a majority of the remaining Directors, though less than a
quorum of the Board of Directors, and Directors so chosen shall hold office
for a term expiring at the annual meeting of Stockholders at which the term
of office of the class to which they have been elected expires and until such
Director's successor shall have been duly elected and qualified. No decrease
in the number of authorized Directors constituting the Whole Board shall
shorten the term of any incumbent Director.

     Section 6. REMOVAL.  Subject to the rights of the holders of any series
of Preferred Stock, and Director, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least 80 percent of the combined voting
power of the then outstanding shares of Voting Stock, voting together as a
single class.

     Section 7.  RIGHTS OF CLASSES SEPARATELY TO ELECT DIRECTORS.
Notwithstanding anything else contained in this Restated Certificate of
Incorporation, whenever holders of any one or more series of Preferred Stock
shall have the right, voting separately by class, classes or series, to elect
Directors at any annual or special meeting of Stockholders, the election,
term of office, filling of vacancies and other features of such directorships
shall be governed by the provisions of this Restated Certificate of
Incorporation, including any applicable resolutions of the Board of Directors
adopted pursuant to ARTICLE IV hereof. Directors so elected shall not be
divided into classes and shall be elected by such holders annually unless
expressly provided otherwise by those provisions or resolutions, and, during
the prescribed terms of office of those Directors, the Board of Directors
shall consist of a number of Directors equal to the number of those Directors
plus the number of Directors determined as provided in Section 2 of ARTICLE VI.

     Section 8.  AMENDMENT.  Notwithstanding any other provisions of this
Restated Certificate of Incorporation, and notwithstanding that a lesser
percentage may be permitted from time to time by applicable law, no provision
of this ARTICLE VI may be altered, amended or repealed in any respect, nor
may any provision inconsistent therewith be adopted, unless such alteration,
amendment, repeal or adoption is approved by affirmative vote of the holders
of at least 80 percent of the combined voting power of the then outstanding
shares of Voting Stock, voting together as a single class.

                               ARTICLE VII

     Section 1. DIRECTOR AMENDMENT OF BY-LAWS.  In furtherance and not in
limitation of the powers conferred by applicable law, the Board of Directors
is expressly authorized and empowered to make, alter amend and repeal any or
all of the provisions of the By-Laws of the Corporation by a majority vote at
any regular or special meeting of the Board of Directors or by written
consent.



                                       -11-
<PAGE>


     Section 2. STOCKHOLDER AMENDMENT OF BY-LAWS.  Stockholders shall have
the power to make, alter, amend and repeal the By-Laws of the Corporation by
the affirmative vote of the holders of at least 80 percent of the combined
voting power of the then outstanding shares of Voting Stock, voting together
as a single class.

                              ARTICLE VIII

     Section 1.  ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. 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 the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the Director derived an
improper personal benefit. No amendment, alteration or repeal of, nor the
adoption of any provision inconsistent with, any provision of this Section 1
of ARTICLE VIII, which shall in any manner increase the actual or potential
liability of any Director of the Corporation, shall apply to or have any
effect on the liability or alleged liability of any such Director for or with
respect to actions or omissions of such Director occurring prior to such
amendment, alteration, repeal or adoption.


     Section 2. INDEMNIFICATION AND INSURANCE

                  (a) RIGHT TO INDEMNIFICATION.  Each person who was or
         is made a party or is threatened to be made to be made a party to or
         is involved in any action, suit or proceeding, whether civil,
         criminal, administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she, or a person of
         whom he or she is the legal representative, is or was a Director or
         officer of the Corporation or, while a Director or officer of the
         Corporation, is or was serving at the request of the Corporation as
         a Director, officer, employee or agent of another corporation or of
         a partnership, joint venture, trust or other enterprise, including
         service with respect to employee benefit plans, whether the basis of
         such proceeding is alleged action in an official capacity as a
         Director, officer, employee or agent or in any other capacity while
         serving as a Director, officer, employee or agent, shall be
         indemnified and held harmless by the Corporation to the fullest
         extent authorized by the General Corporation Law of the State of
         Delaware, as the same exists or may hereafter be amended, against
         all expense, liability and loss (including attorneys' fees,
         judgments, fines, amounts paid or to be paid in settlement, and
         excise taxes or penalties arising under the Employee Retirement
         Income Security Act of 1974) reasonably incurred or suffered by such
         person in connection therewith and such indemnification shall
         continue as to a person who has ceased to be a Director or officer
         and shall inure to the benefit of his or her heirs, executors and
         administrators; PROVIDED, HOWEVER, that, except as provided in
         paragraph (b) hereof, the Corporation shall indemnify any such
         person seeking indemnification in connection with a proceeding (or
         part

                                       -12-


<PAGE>


         thereof) initiated by such person only if such proceeding (or part
         thereof) was authorized by the Board of Directors. The right to
         indemnification conferred in this Section shall be a contract right
         and shall include the right to be paid by the Corporation the
         expenses incurred in defending any such proceeding in advance of its
         final disposition; PROVIDED, HOWEVER, that, if the General
         Corporation Law of the State of Delaware requires, the payment of
         such expenses incurred by a Director or officer in his or her
         capacity as a Director or officer (and not in any other capacity in
         which service was or is rendered by such person while a Director or
         officer, including, without limitation, service to an employee benefit
         plan) in advance of the final disposition of a proceeding, shall be
         made only upon delivery to the Corporation of an undertaking, by or on
         behalf of such Director or officer, to repay all amounts so advanced
         if it shall ultimately be determined that such Director or officer
         is not entitled to be indemnified under this Section or otherwise.
         The Corporation may, by action of the Board of Directors, provide
         indemnification to employees and agents of the Corporation with the
         same scope and effect as the foregoing indemnification of Directors
         and officers.

                  (b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
         paragraph (a) of this Section is not paid in full by the Corporation
         within 30 days after a written claim has been received by the
         Corporation, the claimant may at any time thereafter bring suit
         against the Corporation to recover the unpaid amount of the claim
         and, if successful in whole or in part, the claimant shall be
         entitled to be paid also the expense of prosecuting such claim. It
         shall be a defense to any such action (other than an action brought
         to enforce a claim for expenses incurred in defending any proceeding
         in advance of its final disposition where the required undertaking,
         if any is required, has been tendered to the Corporation) that the
         claimant has not met the standards of conduct which make it
         permissible under the General Corporation Law of the State of
         Delaware for the Corporation to indemnify the claimant for the amount
         claimed, but the burden of proving such defense shall be on the
         Corporation. Neither the failure of the Corporation (including its
         Board of Directors, independent legal counsel, or its Stockholders)
         to have made a determination prior to the commencement of such action
         that indemnification of the claimant is proper in the circumstances
         because he or she has met the applicable standard of conduct set forth
         in the General Corporation Law of the State of Delaware, nor an actual
         determination by the Corporation (including its Board of Directors,
         independent legal counsel, or its Stockholders) that the claimant
         has not met such applicable standard of conduct, shall be a defense
         to the action or create a presumption that the claimant has not met
         the applicable standard of conduct.

                  (c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
         and the payment of expenses incurred in defending a proceeding in
         advance of its final disposition conferred in this Section shall not
         be exclusive of any other right which any person may have or hereafter
         acquire under any statute, provision of this Restated Certificate of
         Incorporation,


                                      -13-

<PAGE>

         By-Laws, agreement, vote of Stockholders or disinterested Directors
         of the Corporation or otherwise.

                  (d) INSURANCE. The Corporation may maintain insurance, at
         its expense, to protect itself and any Director, officer, employee or
         agent of the Corporation or another corporation, partnership, joint
         venture, trust or other enterprise against any such expense, liability
         or loss, whether or not the Corporation would have the power to
         indemnify such person against such expense, liability or loss under
         the General Corporation Law of the State of Delaware.

                  (e) AMENDMENT. No amendment, alteration or repeal of, nor
         the adoption of any provision inconsistent with, any provision of
         Section 2 of ARTICLE VIII, which shall in any manner increase the
         actual or potential liability of any Director of the Corporation
         shall apply to or have any effect on the liability or alleged
         liability of any such Director for or with respect to actions or
         omissions of such Director occurring prior to such amendment,
         alteration, repeal or adoption.

     Section 3. AMENDMENT. Notwithstanding any other provisions of this
Restated Certificate of Incorporation, and notwithstanding that a lesser
percentage may be permitted from time to time by applicable law, no provision
of this ARTICLE VIII may be altered, amended or repealed in any respect, nor
may any provision inconsistent therewith be adopted, unless such alteration,
amendment, repeal or adoption is approved by the affirmative vote of the
holders of at least 80 percent of the combined voting power of the then
outstanding shares of Voting Stock, voting together as a single class.

                               ARTICLE IX

     The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any provision contained in this Restated
Certificate of Incorporation, and any other provisions authorized by the laws
of the State of Delaware at the time in force may be added or inserted, in
the manner now or hereafter prescribed by applicable law; and all rights,
preferences and privileges of whatsoever nature conferred upon Stockholders,
Directors or any other persons whomsoever by and pursuant to this Restated
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this ARTICLE IX.

                                   -14-

<PAGE>


         IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be signed by Rod K. Cutsinger, its Chairman
of the Board, President and Chief Executive Officer, this 9th day of October,
1997.

                                       By: /s/ Rod K. Cutsinger
                                           -------------------------
                                               Rod K. Cutsinger

                                 -15-
<PAGE>


                          CERTIFICATE OF AMENDMENT

                                    OF

                        CERTIFICATE OF INCORPORATION


         Advanced Communications Group, Inc., a corporation
organized and existing under and by virtue of the General Corporation
Law of the State of Delaware (the "Company"), DOES HEREBY CERTIFY:

        FIRST: That pursuant to Section 242(b) of the General
Corporation Law of the State of Delaware ("GCL"), the directors of
the Company duly and unanimously adopted resolutions proposing the
amendment of the Restated Certificate of Incorporation of the Company
filed October 9, 1997 (the "Restated Certificate"), declaring such
amendments to be advisable and submitting such amendment to the sole
stockholder for consideration, and the sole shareholder of the
Company approved such resolutions by written consent pursuant to
Section 228 of the GCL. The resolutions setting forth the amendment
are as follows:

               RESOLVED, that the Restated Certificate be amended by
         changing Article VI, Section 3, by deleting the word
         "twelve" and substituting the word "fourteen"; and further

               RESOLVED, that Article VI, Section 4, of the Restated
         Certificate be amended by deleting such section and replacing
         it in its entirety by the following:

               Section 4. TENURE. Effective upon the due consummation of the
               Corporation's initial underwritten public offering of its
               Voting Stock, the Directors, other than those who may be
               elected by the holders of any series of Preferred Stock, shall
               be divided, with respect to the time for which they severally
               hold office, into three classes, as nearly equal in number as
               is reasonably possible, with the term of office of the first
               class to expire at the next annual meeting of Stockholders
               thereafter, the term of office of the second class to expire
               at the second annual meeting of Stockholders thereafter and
               the term of office of the third class to expire at the third
               annual meeting of Stockholders thereafter, with each Director
               to hold office until his or her successor shall have been duly
               elected and qualified. At each annual meeting of Stockholders,
               commencing with such first annual meeting after such



<PAGE>

               initial underwritten public offering, (i) Directors elected to
               succeed those Directors whose terms then expire shall be elected
               for a term of office to expire at the third succeeding annual
               meeting of Stockholders after their election, with each Director
               to hold office until his or her successor shall have been duly
               elected and qualified, and (ii) if authorized by a resolution of
               the Board of Directors, Directors may be elected to fill any
               vacancy on the Board of Directors, regardless of how such
               vacancy shall have been created.

     SECOND: That said amendment was duly proposed and adopted in accordance
with the provisions of Section 242 and 228 of the General Corporation Law of
the State of Delaware.

     IN WITNESS WHEREOF, the Company has caused this certificate to be signed
by William H. Zimmer III, its Executive Vice President, as of the 17th day of
February, 1998.

                                      Advanced Communications Group, Inc.

                                      By: /s/ William H. Zimmer III
                                         ------------------------------
                                      Name: William H. Zimmer III
                                      Title: Executive Vice President

                                      -2-
<PAGE>


                          CERTIFICATE OF DESIGNATIONS

                                      OF

                 SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

                                      OF

                      ADVANCED COMMUNICATIONS GROUP, INC.

Advanced Communications Group, Inc., a Delaware corporation (the
"Corporation"), does hereby certify that the following resolution was duly
adopted on February 11, 1998 by the Board of Directors of the Corporation
(the "Board of Directors") at a meeting duly convened and held pursuant to
authority conferred upon the Board of Directors by the provisions of the
Certificate of Incorporation of the Corporation that authorize the issuance
of up to 20,000,000 shares of preferred stock, par value $.0001 per share
("Preferred Stock"):

    BE IT RESOLVED, that the issuance of a series of Preferred Stock of
    Advanced Communications Group, Inc. (the "Corporation") is hereby
    authorized, and the designation, powers, preferences and relative,
    participating, optional and other special rights, and qualifications,
    limitations and restrictions thereof, of the shares of said series, in
    addition to those set forth in the Certificate of Incorporation of the
    Corporation, are hereby fixed as follows:

        SECTION 1. DESIGNATION. The distinctive serial designation of said
        series shall be "Series A Redeemable Convertible Preferred Stock"
        (hereinafter called "Series A"). Each share of Series A shall be
        identical in all respects with all other shares of Series A.

        SECTION 2. NUMBER OF SHARES. The number of shares in Series A shall
        be 142,857, which number may from time to time be increased (but not
        in excess of the total number of authorized shares of Preferred
        Stock) or decreased (but not below the number of shares of Series A
        then outstanding) by the Board of Directors. Shares of Series A that
        are redeemed, purchased or otherwise acquired by the Corporation or
        converted into Common Stock shall be cancelled and shall revert to
        authorized but unissued shares of Preferred Stock undesignated as to
        series.

        SECTION 3. DEFINITIONS.  As used herein with respect to Series A, the
        following terms shall have the following meanings:

        (a)  The term "junior stock" shall mean the Common Stock and any
             other class or series of stock of the Corporation hereafter
             authorized over which Series A has preference or priority in the
             distribution of assets on any voluntary or involuntary
             liquidation, dissolution or winding up of the Corporation.

        (b)  The term "parity stock" shall mean any other class or series of
             stock of the Corporation hereafter authorized which ranks on a
             parity with Series A in the distribution of assets on any
             voluntary or involuntary liquidation, dissolution or winding up
             of the Corporation.

        (c) The term "senior stock" shall mean any other class or series of
            stock of the Corporation hereafter authorized which ranks ahead
            of the Series A in the distribution of assets on any voluntary
            or involuntary liquidation, dissolution or winding up of the
            Corporation.

        (d) The term "business day" shall mean each Monday, Tuesday,
            Wednesday, Thursday or Friday on which banking institutions in
            New York City are not authorized or obligated by law or
            executive order to close.

        SECTION 4. DIVIDENDS. The holders of shares of Series A shall not be
        entitled to receive, nor shall the Board of Directors declare,
        dividends on the shares of Series A.

        SECTION 5. LIQUIDATION RIGHTS.  In the event of any voluntary or
        involuntary liquidation, dissolution or winding up of the affairs of
        the Corporation, then, before any distribution or payment shall be
        made to the holders of any junior stock, but after all distributions
        and payments shall be made to the holders of senior stock, the
        holders of shares of Series A shall be entitled to be paid in full an
        amount equal to $14.00 per share (the "Liquidation Amount").


<PAGE>

        If upon any voluntary or involuntary liquidation, dissolution or
        winding up of the affairs of the Corporation, the assets
        distributable to the holders of Series A and the holders of all
        parity stock shall be insufficient to permit the payment in full to
        such holders of all preferential amounts payable to them, then the
        entire assets of the Corporation then distributable, after
        distribution of amounts payable with respect to the senior stock,
        shall be distributed ratably among the holders of Series A and the
        holders of all parity stock in proportion to the respective amounts
        that would be payable on a per share basis if such assets were
        sufficient to permit payment in full of all preferential amounts.

        If the Liquidation Amount shall have been paid in full to each holder
        of shares of Series A, the remaining assets of the Corporation shall
        be distributed among the holders of junior stock, according to their
        respective rights and preferences and in each case according to their
        respective numbers of shares.

        For the purposes of this Section 5, the consolidation or merger of
        the Corporation with any other corporation shall not be deemed to
        constitute a voluntary or involuntary liquidation, dissolution or
        winding up of the Corporation.

        SECTION 6. REDEMPTION.  If, by February 18, 1999, the Corporation and
        Northwestern Public Service Company, a Delaware corporation, have not
        entered into the written Strategic Alliance Agreement contemplated by
        the letter agreement among the Corporation, Northwestern Public
        Service Company and Northwestern Growth Corporation dated January 15,
        1998, then the Corporation at the option of the Board of Directors,
        may redeem in whole the shares of Series A upon notice given as
        hereinafter specified, at a redemption price per share equal to 62.5%
        of the Liquidation Amount. If, by March 18, 1999, the Corporation
        shall not have mailed notice of the redemption of all shares of
        Series A as provided below, then the Corporation's right to redeem
        the Series A shall thereupon expire.

        Notice of every redemption of shares of Series A shall be mailed by
        first class mail, postage prepaid, addressed to the holders of record
        of the shares to be redeemed at their respective last addresses as
        they shall appear on the books of the Corporation. Such mailing shall
        be at least five days and not more than 30 days prior to the date
        fixed for redemption. Any notice which is mailed in the manner herein
        provided shall be conclusively presumed to have been duly given,
        whether or not the stockholder receives such notice, and failure duly
        to give such notice by mail, or any defect in such notice, to any
        holder of shares of Series A designated for redemption shall not
        affect the validity of the proceedings for the redemption of any
        other shares of Series A.

        If notice of redemption shall have been duly given, and if on or
        before the redemption date specified therein all funds necessary for
        such redemption shall have been set aside by the Corporation,
        separate and apart from its other funds, in trust for the PRO RATA
        benefit of the holders of the shares called for redemption, so as to
        be and continue to be available therefor, then, notwithstanding that
        any certificate for shares so called for redemption shall not have
        been surrendered for cancellation, on and after such redemption date,
        all shares so called for redemption shall no longer be deemed
        outstanding and all rights with respect to such shares shall
        forthwith on such redemption date cease and terminate, except only
        the right of the holders thereof to receive the amount payable on
        redemption thereof, without interest. Any funds so deposited and
        unclaimed at the end of three years from such redemption date shall,
        to the extent permitted by law, be released or repaid to the
        Corporation, after which time the holders of the shares so called for
        redemption shall look only to the Corporation for payment thereof.

        SECTION 7. CONVERSION RIGHTS. Each holder of shares of Series A shall
        have the right, at such holder's option, to convert such shares into
        shares of Common Stock of the Corporation at any time following
        August 18, 1999, on and subject to the following terms and conditions:

        (a) Each share of Series A shall be convertible at the principal
            office of the Corporation and at such other office or offices, if
            any, as the Board of Directors may designate, into such number of
            fully paid and non-assessable shares (calculated as to each
            conversion to the

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<PAGE>

            nearest 1/100th of a share) of Common Stock of the Corporation,
            as shall be determined by dividing the Liquidation Amount by the
            "conversion price"; provided, however, that the conversion price
            shall be adjusted in certain instances as provided in paragraph
            (d) below. The conversion price is initially the Liquidation
            Amount.

        (b) In order to convert shares of Series A into Common Stock the
            holder thereof shall surrender at the office or offices
            hereinabove mentioned the certificate or certificates therefor,
            duly endorsed or assigned to the Corporation or in blank, and
            give written notice to the Corporation at said office or offices
            that such holder elects to convert such shares. No payment or
            adjustment shall be made upon any conversion on account of any
            unpaid or accrued dividends on account of any dividends on the
            Common Stock issued upon conversion.

            Shares of Series A shall be deemed to have been converted
            immediately prior to the close of business on the day of the
            surrender of the certificates for such shares for conversion in
            accordance with the foregoing provisions, and the person or
            persons entitled to receive the Common Stock issuable upon such
            conversion shall be treated for all purposes as the record holder
            or holders of such Common Stock at such time. As promptly as
            practicable on or after the conversion date, the Corporation
            shall issue and shall deliver at such office a certificate or
            certificates for the number of full shares of Common Stock
            issuable upon such conversion, together with payment in lieu of
            any fraction of a share, as hereinafter provided, to the person
            or persons entitled to receive the same.

        (c) No fractional shares of Common Stock shall be issued upon
            conversion of shares of Series A, but, instead of any fraction of
            a share which would otherwise be issuable, the Corporation shall
            pay cash in respect of such fraction in an amount equal to the
            same fraction of the Closing Price (as defined below) on the date
            on which the certificate or certificates for such shares were
            duly surrendered for conversion, or, if such date is not a
            Trading Day (as defined below), on the next Trading Day.

        (d) The conversion price shall be deemed to be proportionately
            adjusted from time to time as follows:

                     (i)   In case the Corporation shall (A) pay a dividend
              or make a distribution on its outstanding Common Stock in
              shares of its capital stock, (B) subdivide its outstanding
              Common Stock into a greater number of shares, (C) combine its
              outstanding Common Stock into a smaller number of shares or (D)
              issue by reclassification of its Common Stock (whether pursuant
              to a merger or consolidation or otherwise) any other shares of
              the Corporation, the holder of any shares of Series A
              surrendered for conversion after the record date fixed by the
              Board of Directors for such dividend, distribution,
              subdivision, combination or reclassification shall be entitled
              to receive the aggregate number and kind of shares of capital
              stock of the Corporation which, if such shares of Series A had
              been converted immediately prior to such record date at the
              conversion price then in effect, such holder would have been
              entitled to receive by virtue of such dividend, distribution,
              subdivision, combination or reclassification; and the
              conversion price shall be deemed to have been adjusted after
              such record date to apply to such aggregate number and kind of
              shares. Such adjustment shall be made whenever any of the
              events listed above shall occur.

                     (ii)  In case the Corporation shall fix a record date
              for issuing to all holders of Common Stock rights or warrants
              expiring within 45 days entitling them to subscribe for or
              purchase Common Stock at a price per share less than the
              current market price per share (as determined pursuant to
              clause (iv) below) on such record date, the conversion price in
              effect from and after such record date shall be reduced so that
              it shall be equal to the price determined by multiplying the
              conversion price in effect immediately prior to such record
              date by a fraction, of which the numerator shall be the number
              of shares of Common Stock outstanding on such record date plus
              the number

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<PAGE>


              of shares of Common Stock which the aggregate offering price of
              the total number of shares of Common Stock so offered for
              subscription or purchase would purchase at such current market
              price and of which the denominator shall be the number of
              shares of Common Stock outstanding on such record date plus the
              number of additional shares of Common Stock so offered for
              subscription or purchase. For the purpose of this clause (ii),
              the issuance of rights or warrants to subscribe for or purchase
              securities convertible into Common Stock shall be deemed to be
              the issuance of rights or warrants to purchase the Common Stock
              into which such securities are convertible at an aggregate
              offering price equal to the aggregate offering price of such
              securities plus the minimum aggregate amount (if any) payable
              upon conversion of such securities into Common Stock. Such
              adjustment shall be made successively whenever such a record
              date is fixed. In case such rights or warrants are not issued
              after such a record date has been fixed, the conversion price
              shall be readjusted to the conversion price which would have
              been in effect if such record date had not been fixed.

                     (iii) In case the Corporation shall fix a record date
              for the distribution to all holders of Common Stock (whether
              pursuant to a merger or consolidation or otherwise) of assets
              (excluding cash dividends out of retained earnings), or rights
              to subscribe (excluding those referred to in clause (ii)
              above), then in each such case the conversion price in effect
              from and after such record date shall be adjusted so that the
              same shall be equal to the price determined by multiplying the
              conversion price in effect immediately prior to such record
              date by a fraction, of which the numerator shall be the current
              market price per share (determined as provided in clause (iv)
              below) of the Common Stock on such record date less the fair
              market value (as determined by the Board of Directors, whose
              determination in good faith shall be conclusive) of the portion
              of the evidences of indebtedness or assets so distributed or of
              such rights to subscribe applicable to one share of Common
              Stock and of which the denominator shall be such current market
              price per share of Common Stock. Such adjustment shall be made
              whenever any such a record date is fixed. In case such
              distribution is not made after such a record date has been
              fixed, the conversion price shall be readjusted to the
              conversion price which would have been in effect if such record
              date had not been fixed.

                     (iv)  For the purpose of any computation under clauses
              (ii) and (iii) above, the current market price per share of
              Common Stock on any date shall be deemed to be the average of
              the daily Closing Prices for 30 consecutive Trading Days
              selected by the Corporation commencing not less than 10 nor
              more than 45 Trading Days before the date in question.

                     (v)   In case the Corporation shall be a party to any
              transaction (including, without limitation, a merger,
              consolidation, sale of all or substantially all of the
              Corporation's assets, liquidation or recapitalization of the
              Common Stock, but excluding any transaction to which clauses
              (i), (ii) or (iii) above applies) in which the previously
              outstanding Common Stock shall be changed into or exchanged for
              different securities of the Corporation or common stock or
              other securities of another corporation or interests in a
              noncorporate entity or other property (including cash) or any
              combination of any of the foregoing, then, as a condition of
              the consummation of such transaction, lawful and adequate
              provision shall be made so that each holder of shares of Series
              A shall be entitled, upon conversion, to an amount per share of
              Series A equal to (A) the aggregate amount of stock,
              securities, cash or any other property (payable in kind), as
              the case may be, into which or for which each share of Common
              Stock is changed or exchanged, times (B) the number of shares
              of Common Stock into which a share of Series A is convertible
              immediately prior to the consummation of such transaction.

                                          4



<PAGE>

                     (vi)   In any case in which this subsection (d) shall
              require that an adjustment as a result of any event become
              effective from and after a record date, the Corporation may elect
              to defer until after the occurrence of such event (A) assuming to
              the holder of any shares of Series A converted after such record
              date and before the occurrence of such event the additional shares
              of Common Stock issuable upon such conversion over and above the
              shares issuable on the basis of the conversion price in effect
              immediately prior to adjustment and (B) paying to such holder any
              amount in cash in lieu of a fractional share of Common Stock
              pursuant to subsection (c) above. In lieu of the shares of the
              issuance of which is deferred pursuant to item (A) above, the
              Corporation shall issue or cause one of its transfer agents to
              issue due bills or other appropriate evidence of the right to
              receive such shares.

                     (vii)  Any adjustment in the conversion price otherwise
              required by this Section 7 to be made may be postponed until the
              date of the next adjustment otherwise required to be made if such
              adjustment (together with any other adjustments postponed pursuant
              to this paragraph (vii) and not theretofore made) would not
              require an increase or decrease of more than 1% in such price. All
              calculations under this subsection (d) shall be made to the
              nearest cent or to the nearest 1/100th of a share, as the case may
              be.

                     (viii) In case at any time, as a result of an adjustment
              made pursuant to paragraph (i) above, the holder of any shares of
              Series A thereafter surrendered for conversion shall become
              entitled to receive any shares of capital stock of the Corporation
              other than Common Stock, thereafter the number of such other
              shares so receivable upon conversion of such shares of Series A
              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 Common Stock contained in paragraphs (i) to
              (vii), inclusive, above, and the other provisions of this
              subsection (d) with respect to the Common Stock shall apply on
              like terms to any such other shares.

                     (ix)   The Board of Directors may in its discretion make
              such reductions in the conversion price, in addition to those
              required by this subsection (d), as shall be determined by the
              Board of Directors to be advisable in order to avoid taxation so
              far as practicable of any dividend of stock or stock rights or any
              event treated as such for Federal income tax purposes to the
              recipients. The Board of Directors shall have the power to resolve
              any ambiguity or correct any error in this subsection (d), and its
              action in so doing shall be final and conclusive.

        (e) Whenever the conversion price is adjusted as herein provided:

                     (i)    The Corporation shall compute the adjusted
              conversion price in accordance with this Section 7 and shall cause
              to be prepared a certificate signed by the Corporation's treasurer
              setting forth the adjusted conversion price and showing in
              reasonable detail the facts upon which such adjustment is based,
              and such certificate shall forthwith be filed with each transfer
              agent for the shares of Series A; and

                     (ii)   A notice stating that the conversion price has been
              adjusted and setting forth the adjusted conversion price shall, as
              soon as practicable, be mailed to the holders of record of
              outstanding shares of Series A.

        (f) In case:

                     (i)    The Corporation shall declare a dividend or other
              distribution on its Common Stock payable otherwise than in cash
              out of retained earnings or in obligations to pay cash out of
              retained earnings; or

                     (ii)   The Corporation shall authorize the issuance to the
              holders of its Common Stock of rights or warrants entitling them
              to subscribe for or purchase any shares of capital stock or any
              class or any other subscription rights or warrants; or


                                       5
<PAGE>

                     (iii)  Of any reclassification of the capital stock of the
              Corporation (other than a subdivision or combination of its
              outstanding shares of Common Stock), or of any consolidation or
              merger to which the Corporation is a party and for which approval
              of any stockholders of the Corporation is required, or of the
              sale, transfer or other disposition of all or substantially all of
              the assets of the Corporation; or

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

            then the Corporation shall cause to be filed with each transfer
            agent for the shares of Series A and shall cause to be mailed to the
            holders of record of the outstanding shares of Series A, at least 20
            days (or 10 days in any case specified in clause (i) or (ii) above)
            prior to the applicable record or effective date hereinafter
            specified, a notice stating (x) the date as of which the holders of
            record of Common Stock to be entitled to such dividend,
            distribution, rights or warrants are to be determined, or (y) the
            date on which such reclassification, consolidation, merger, sale,
            transfer, disposition, liquidation, dissolution or winding up is
            expected to become effective, and the date as of which it is
            expected that holders of record of Common Stock shall be entitled to
            exchange their shares for securities, cash or other property
            deliverable upon such reclassification, consolidation, merger, sale,
            transfer, disposition, liquidation, dissolution or winding up.
            Failure to give notice as required by this subsection (f), or any
            defect therein, shall not affect the legality or validity of any
            such dividend, distribution, right, warrant, reclassification,
            consolidation, merger, sale, transfer, disposition, liquidation,
            dissolution or winding up, or the vote on any action margin
            authorizing such.

        (g) The Corporation shall at all times reserve and keep available, free
            from preemptive rights, out of its authorized but unissued Common
            Stock, for the purpose of issuance upon conversion of shares of
            Series A, the full number of shares of Common Stock then deliverable
            upon the conversion of all shares of Series A then outstanding.

        (h) The Corporation will pay any and all taxes that may be payable in
            respect of the issuance or delivery of shares of Common Stock on
            conversion of shares of Series A pursuant hereto. The Corporation
            shall not, however, be required to pay any tax which may be payable
            in respect of any transfer involved in the issuance and delivery of
            shares of Common Stock in a name other than that in which the shares
            of Series A so converted were registered, and no such issuance or
            delivery shall be made unless and until the person requesting such
            issuance 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.

        (i) For the purpose of this Section 7, the term "Common Stock" shall
            include any stock of any class or series of the Corporation which
            has no preference or priority in the payment of dividends or in the
            distribution of assets in the event of any voluntary or involuntary
            liquidation, dissolution or winding up of the Corporation and which
            is not subject to redemption by the Corporation. However, shares
            issuable upon conversion of shares of Series A shall include only
            shares of the class designated as Common Stock as of the original
            date of issuance of shares of Series A or shares of the Corporation
            of any classes or series resulting from any reclassification or
            reclassifications thereof and which have no preference or priority
            in the payment of dividends or in the distribution of assets in the
            event of any voluntary or involuntary liquidation, dissolution or
            winding up of the Corporation and which are not subject to
            redemption by the Corporation, PROVIDED that if at any time there
            shall be more than one such resulting class or series, the shares of
            each such class and series then so issuable shall be substantially
            in the proportion which the total number of shares of such class and
            series resulting from all such reclassifications bears to the total
            number of shares of all such classes and series resulting from all
            such reclassifications.


                                       6
<PAGE>

        (j) As used in this Section 7, the term "Closing Price" on any day shall
            mean the reported last sale price per share of Common Stock regular
            way on such day or, in case no such sale takes place on such day,
            the average of the reported closing bid and asked prices regular
            way, in each case on the New York Stock Exchange, or, if the Common
            Stock is not listed or admitted to trading on such Exchange, on the
            American Stock Exchange, or, if the Common Stock is not listed or
            admitted to trading on such Exchange, on the principal national
            securities exchange on which the Common Stock is listed or admitted
            to trading, or, if the Common Stock is not listed or admitted to
            trading on any national securities exchange, the average of the
            closing bid and asked prices in the over-the-counter market as
            reported by the National Association of Securities Dealers'
            Automated Quotation System, or, if not so reported, as reported by
            the National Quotation Bureau, Incorporated, or any successor
            thereof, or, if not so reported, the average of the closing bid and
            asked prices as furnished by any member of the National Association
            of Securities Dealers, Inc. selected from time to time by the
            Corporation for that purpose; or, in all other cases, the value
            established by the Board of Directors in good faith; and the term
            "Trading Day" shall mean a day on which the principal national
            securities exchange on which the Common Stock is listed or admitted
            to trading is open for the transaction of business or, if the Common
            Stock is not listed or admitted to trading on any national
            securities exchange, a Monday, Tuesday, Wednesday, Thursday, or
            Friday on which banking institutions in New York City are not
            authorized or obligated by law or executive order to close.

        (k) The certificate of any independent firm of public accountants of
            recognized standing selected by the Board of Directors shall be
            presumptive evidence of the correctness of any computation made
            under this Section 7.

        SECTION 8. NO VOTING RIGHTS. The holders of Series A shall be entitled
        to no votes per share, except as otherwise required by law or by the
        Corporation's certificate of incorporation.

        SECTION 9. LIMITED TRANSFERABILITY OF SERIES A. Until the earlier to
        occur of (i) March 18, 1999, or (ii) the execution and delivery of the
        written Strategic Alliance Agreement referenced in Section 6 above, the
        Series A and the rights represented thereby are not transferable --
        regardless of whether such transfer occurs by foreclosure or grant of a
        lien, pledge, or other security interest therein, other volitional act,
        operation of law, or otherwise. Any attempt to transfer an interest in
        any shares of Series A in violation of the foregoing is void.

        SECTION 10. OTHER RIGHTS. The shares of Series A shall not have any
        powers, preferences on relative, participating, optional or other
        special rights, or qualifications, limitations or restrictions thereof,
        other than as set forth herein.

     IN WITNESS WHEREOF, Advanced Communications Group, Inc. has caused this
certificate to be signed by its undersigned duly authorized officer this 17th
day of February, 1998.

                                        ADVANCED COMMUNICATIONS GROUP, INC.


                                        BY:  /s/ William H. Zimmer III
                                             -----------------------------------
                                             WILLIAM H. ZIMMER III
                                             EXECUTIVE VICE PRESIDENT


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