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                                                                     EXHIBIT 3.1


                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                     OZ.COM

                                       I.

                     The name of this corporation is oz.com.

                                       II.

     The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                      III.

     This corporation is authorized to issue only two classes of stock, to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares that this corporation is authorized to issue is three hundred million
(300,000,000) shares. Two hundred seventy-five million (275,000,000) shares
shall be Common Stock, $0.01 par value, and twenty-five million (25,000,000)
shares shall be Preferred Stock, $0.01 par value.

                                       IV.

     1. Designation of a Series. There is hereby provided one series of
Preferred Stock designated and to be know as "Series A Preferred."

     2. Number of Shares. The number of shares constituting Series A Preferred
shall be 20,000,000.

     3. Rights, Preferences, Privileges and Restrictions. The rights,
preferences, privileges, restrictions and other matters relating to the Series A
Preferred are as follows:

          3.1  Preference on Liquidation

               (a) Preferred Stock. In the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation, the holders of
shares of Series A Preferred then outstanding shall be entitled to be paid, pro
rata, out of the assets of the Corporation legally available for distribution to
its shareholders, whether from capital, surplus, or earnings (collectively
referred to as "proceeds"), before any payment shall be made in respect of the
Corporation's Common Stock, an amount equal to $1.00 (as adjusted for stock
splits, stock dividends and other recapitalizations and hereafter referred to as
the "Liquidation Preference(s)") for each share of Series A Preferred. If, upon
liquidation, dissolution or winding up of the Corporation, the proceeds
available for distribution to its shareholders shall be insufficient to pay the
holders of the Series A Preferred the full amount of the Liquidation Preference
to which they respectively shall be entitled to as set forth above, then the
proceeds available for distribution shall be distributed ratably among holders
of the Series A Preferred outstanding as of the date of distribution upon the
occurrence of such event.



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               (b) Common Stock: In the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation wherein the aggregate
proceeds exceed the Liquidation Preference, after such Liquidation Preferences
shall have been paid in full to the holders of shares of Series A Preferred,
then the holders of Common Stock shall be entitled to be paid, pro rata, out of
proceeds an amount equal to $0.50 per share (as adjusted for stock splits, stock
dividends and other recapitalizations) and any remaining proceeds shall be
distributed ratably among the holders of Common Stock and Series A Preferred on
an as-if converted basis.

               (c) Deemed Liquidations, Dissolutions. The merger or
consolidation of the Corporation into or with another corporation or a
reorganization in which the shareholders of the Corporation shall own less than
a majority of the voting securities of the surviving corporation, or the sale or
transfer (but not including a transfer by pledge or mortgage to a bona fide
lender) of all or substantially all of the assets of the Corporation, shall be
deemed to be a liquidation, dissolution, or winding up of the Corporation as
those terms are used in this Section 3.1.

               (d) Appraisals. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation which will involve the
distribution of assets other than cash, the Corporation shall promptly engage
competent independent appraisers to determine the value of the assets to be
distributed to the holders of any shares of Series A Preferred and the holders
of Common Stock. The Corporation shall, upon receipt of such appraiser's
valuation, give prior written notice to each holder of any Series A Preferred or
Common Stock of the appraiser's valuation.

          3.2 Voting Rights. Except as otherwise required by law and as provided
in Section 3.4 below, the holders of Series A Preferred and the holders of
Common Stock shall be entitled to notice of any shareholders' meeting and to
vote as a single class upon any offer submitted to the shareholders for a vote,
as follows: (i) each holder of Series A Preferred shall have one vote for each
full share of Common Stock into which its respective shares of Series A
Preferred would be convertible on the record date for the vote and (ii) the
holders of Common Stock shall have one vote per share of Common Stock; provided,
however, fractional votes by the holders of the Series A Preferred shall not be
permitted, and any fractional voting rights (after aggregating all shares into
which shares of Series A Preferred held by each holder could be converted) shall
be rounded to the nearest whole number.


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          3.3  Conversion Rights. The holders of Series A Preferred shall have
conversion rights as follows:

               (a) Conversion Price. Each share of Series A Preferred shall be
convertible into the number of shares of Common Stock that results from dividing
$1.00 (the "Original Purchase Price") by the Conversion Price, as hereinafter
provided, in effect at the time of conversion; provided, however, that each
share of Series A Preferred shall in no event be convertible into less than one
share of Common Stock (or such lesser or greater number of shares of Common
Stock as may result from an adjustment pursuant to Section 3.3(e) below). The
price at which shares of Common Stock shall be deliverable upon conversion (the
"Conversion Price") shall initially be $1.00 per share of Common Stock. Such
initial Conversion Price shall be subject to adjustment from time to time as
provided herein.

               (b) Voluntary Conversion. Each share of Series A Preferred shall
be converted into fully paid and nonassessable shares of Common Stock of the
Corporation, pursuant to Section 3.3(a) above, at the option of the holder
thereof exercised by delivery of a written notice to the Secretary of the
Corporation and delivery of certificates as provided herein.

               (c) Automatic Conversion. Each share of Series A Preferred shall
automatically be converted into fully paid and nonassessible shares of Common
Stock, at the Conversion Price then in effect for such share of Series A
Preferred, in the manner provided herein, in the event of the closing of either
(i) a firmly underwritten public offering pursuant to an effective registration
statement under the Securities Act of 1933, as amended; or (ii) a public
offering in connection with which the Corporation's shares are listed or
otherwise designated for trading on any "designated offshore securities market"
as that term is defined in Regulation S promulgated under the Securities Act of
1933, as amended, provided that in either case such offering covers the offer
and sale of Common Stock for the account of the Corporation and resulting in the
receipt by the Corporation of more than $5,000,000, at a purchase price (prior
to underwriters' commissions and offering expenses) of not less than $0.50 per
share (as adjusted to reflect stock splits, stock combinations, stock dividends,
recapitalizations and the like). In the event of such an offering, the person(s)
entitled to receive the Common Stock issuable upon such conversion of Series A
Preferred shall not be deemed to have converted until immediately prior to the
closing of such sale of securities.

               (d) Certificates. Before any holder of shares of Series A
Preferred shall be entitled to convert the same into shares of Common Stock,
such holder shall surrender the certificate or certificates therefor, duly
endorsed in blank or accompanied by proper instruments of transfer, at the
office of the Corporation's secretary or its transfer agent, and shall at such
time give written notice to the Corporation at such office that such holder
elects to convert the same; provided, however, that in the event of an automatic
conversion pursuant to Section 3.3(c) above, the outstanding shares of Series A
Preferred shall be converted automatically without any further action of the
holders of such shares and whether or not the certificates representing each
shares are surrendered to the Corporation; and provided further that the
Corporation or its transfer agent shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon such automatic conversion
unless the certificates evidencing such shares are either delivered to the
Corporation or its transfer agent or, if any such certificates have been lost,
stolen, or destroyed, the shareholder executes an agreement satisfactory to the
Corporation to indemnify the Corporation from any loss incurred by it in
connection with such certificates. The Corporation, as soon as practicable
thereafter, shall issue and deliver at the Corporation's office to such holder
certificates for the full number of shares of Common Stock to which such holder
shall be entitled. No fractional shares of Common Stock shall be issued by the
Corporation. The


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holder of such fractional shares shall be issued a check payable to the holder
in the amount of any cash amounts, as reasonably determined by the board of
directors, payable as the result of a conversion into fractional shares of
Common Stock. Such conversion shall be deemed to have been made as of the date
of delivery of such notice and surrender of the shares of Series A Preferred to
be converted, 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 on said date.

               (e) Stock Dividends. In case the Corporation shall at any time
subdivide the outstanding Common Stock, or issue a stock dividend on its
outstanding Common Stock, the Conversion Price of the shares of Series A
Preferred, immediately prior to such subdivision or the issuance of such stock
dividend, shall be proportionately decreased; and in case the Corporation shall
at any time combine or consolidate the outstanding shares of Common Stock, by
reverse stock split or otherwise, the Conversion Price of the shares of Series A
Preferred immediately prior to such combination shall be proportionately
increased. Any such changes shall be effective at the close of business on the
date of such subdivision, stock dividend or combination, as the case may be.

               (f) Adjustments for Distributions. In the event at any time or
from time to time the Corporation makes any distribution to holders of its
Common Stock (including any repurchases of securities by the Corporation not
made on a pro rata basis from all holders of any class of the Corporation's
securities and payable in property or in securities of the Corporation and other
than as otherwise adjusted in this Section 3.3), then in such event the holder
of each share of Series A Preferred shall receive at the time of such
distribution the amount of property or the number of securities of the
Corporation that such holder would have received had such holder's shares of
Series A Preferred been converted into Common Stock on the date set for
determining the holders of Common Stock entitled to such distribution, or if no
such date shall have been set, then on the date of such distribution.

               (g) Reorganization. Except as provided in Section 3.1, in the
case of any reorganization or any reclassification of the outstanding shares of
Common Stock of the Corporation (other than a change in par value or from par
value to no par value or from no par value to par value or as a result of a
stock dividend or subdivision, split-up or combination of shares), or in the
case of any consolidation or merger to which the Corporation is a party (except
a merger in which the Corporation is the surviving corporation and which does
not result in any reclassification of the outstanding Common Stock of the
Corporation), the holder of each share of Series A Preferred then outstanding
shall thereafter have the right to convert such share into the kind and amount
of stock and other securities and property which would have been received upon
such reorganization, reclassification, consolidation or merger by a holder of
the number of shares of Common Stock of the Corporation into which such share of
Series A Preferred was convertible immediately prior to such event. The
provisions of this subparagraph (g) shall similarly apply to successive
reorganizations, reclassifications, consolidations and mergers.


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               (h) Adjustments to Conversion Price for Diluting Issues

                    (i) Special Definitions. For purposes of this Section
3.3(h), the following definitions shall apply:

                         (A) "Options" shall mean rights, options or warrants to
subscribe for, purchase or otherwise acquire either Common Stock or convertible
securities.

                         (B) "Original Issue Date" shall mean the date on which
the first share of Series A Preferred was first issued.

                         (C) "Convertible Securities" shall mean any evidence of
indebtedness, shares or other securities convertible into or exchangeable for
Common Stock.

                         (D) "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued (or, pursuant to Section 3.3(h)(ii), deemed to be
issued) by the Corporation after the Original Issue Date, other than shares of
Common Stock issued or issuable at any time:

                              (1) upon conversion of shares of the Series A
          Preferred authorized herein;

                              (2) to employees of, or consultants to, the
          Corporation pursuant to a stock grant, stock option plan or stock
          purchase plan or other stock agreement or arrangement approved by the
          Board of Directors (up to a maximum of 5,000,000 shares), as adjusted
          for any stock split, stock dividend or other recapitalization;

                              (3) to holders of warrants to purchase up to
          214,000 shares of the Common Stock of the Company outstanding as of
          September 1, 1998; and

                              (4) as a dividend or distribution on the Series A
          Preferred authorized herein; and

                              (5) pursuant to Section 3.3(e).

                    (ii) Deemed Issue of Additional Shares of Common Stock;
Options and Convertible Securities. In the event the Corporation at any time or
from time to time after the Original Issue Date issues any Options or
Convertible Securities, then the maximum number of shares (as set forth in the
instrument relating thereto without regard to any provisions contained therein
for a subsequent adjustment of such number) of Common Stock issuable upon the
exercise of such Options or, in the case of Convertible Securities and Options
therefor, upon the conversion or exchange of such Convertible Securities shall
be deemed to be Additional Shares of Common Stock issued as of the time of such
issue provided that Additional Shares of Common Stock shall not be deemed to
have been issued unless the consideration per share (determined pursuant to
Section 3.3(h)(iv) hereof) of such Additional Shares of Common


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Stock would be less than the Conversion Price in effect on the date of and
immediately prior to such issue, and provided further that in any such case in
which Additional Shares of Common Stock are deemed to be issued:

                         (A) no further adjustment in the Conversion Price shall
be made upon the subsequent issue of Convertible Securities or shares of Common
Stock upon the exercise of such Options or conversion or exchange of such
Convertible securities;

                         (B) if such Options or Convertible Securities by their
terms provide, with the passage of time or otherwise, for any change in the
amount of consideration payable to the Corporation, or change in the number of
shares of Common Stock issuable, upon the exercise, conversion or exchange
thereof, the Conversion Price computed upon the original issue thereof and any
subsequent adjustments based thereon, shall, upon any such change becoming
effective, be recomputed to reflect an appropriate increase or decrease
reflecting such change insofar as it affects such options or the rights of
conversion or exchange under such Convertible Securities;

                         (C) upon the expiration of any such Options or any
rights of conversion or exchange under such Convertible Securities which shall
not have been exercised, the Conversion Price computed upon the original issue
thereof, and any subsequent adjustments based thereon, shall, upon such
expiration, be recomputed as if:

                              (1) in the case of Convertible Securities or
          Options for Common Stock, the only additional shares of Common Stock
          issued were the shares of Common Stock, if any, actually issued upon
          the exercise of such Options or the conversion or exchange of such
          Convertible Securities and the consideration received therefor was the
          consideration actually received by the Corporation for the issue of
          all such options, whether or not exercised, plus the consideration
          actually received by the Corporation upon such exercise, or for the
          issue of all such Convertible Securities which were actually converted
          or exchanged, plus the additional consideration, if any, actually
          received by the Corporation upon such conversion or exchange; and

                              (2) in the case of Options for Convertible
          Securities, only the Convertible Securities, if any, actually issued
          upon the exercise thereof were issued at the time of issue of such
          Options, and the consideration received by the Corporation for the
          Additional Shares of Common Stock deemed to have been then issued was
          the consideration actually received by the Corporation for the issue
          of all such Options, whether or not exercised, plus the consideration
          deemed to have been received by the Corporation upon the issue of the
          Convertible Securities with respect to which such Options were
          actually exercised;

                         (D) no adjustment pursuant to clause (B) or (C) above
shall have the effect of increasing the Conversion Price to an amount which
exceeds the lower of (1) the Conversion Price on the Original Adjustment Date
for said deemed adjustment without giving effect to said deemed adjustment, or
(2) the Conversion Price that would have resulted from any actual issuance of
Additional Shares of Common Stock between the Original Adjustment Date and such
readjustment date if said original adjustment had not been made; and


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                         (E) in the case of any Option which expires by its
terms not more than thirty (30) days after the date of issue thereof, no
adjustment of the Conversion Price shall be made until the expiration or
exercise of such Option, whereupon such adjustment shall be made as of the date
such Option was granted and otherwise in the same manner as provided in clause
(C) above.

                    (iii) Shares Issued for Less Than Conversion Price. If at
any time or from time to time after the Original Issue Date, the Corporation
shall issue or sell Additional Shares of Common Stock, other than as a dividend
or other distribution on any class of stock as provided in Section 3.3(e), then
and in each case the then existing Conversion Price shall be adjusted as of the
opening of business on the date of such issue or sale, to a price determined by
multiplying the Conversion Price of such shares by a fraction (i) the numerator
of which shall be (A) the number of shares of Common Stock outstanding
immediately prior to such issue or sale (assuming for this purpose that all
outstanding Convertible Securities are then converted into Common Stock), plus
(B) the number of shares of Common Stock that the aggregate consideration
received by the Corporation for the total number of Additional Shares of Common
Stock so issued would purchase at such Conversion Price, and (ii) the
denominator of which shall be (X) the number of such shares of Common Stock
outstanding immediately prior to such issue or sale (assuming for this purpose
that all outstanding Convertible Securities are then converted into Common
Stock) plus (Y) the number of such Additional Shares of Common Stock so issued.

                    (iv) Determination of Consideration. For purposes of this
Section 3.3(h), the consideration received by the Corporation for the issue of
any Additional Shares of Common Stock shall be computed as follows:

                         (A) Cash and Property. Such consideration shall:

                              (1) insofar as it consists of cash, be computed at
          the aggregate amount of cash received by the Corporation (before
          commissions or expenses) excluding amounts paid or payable for accrued
          interest or accrued dividends;

                              (2) insofar as it consists of property other than
          cash, be computed at the fair value thereof at the time of such issue,
          as determined in good faith by the Board; and

                              (3) in the event Additional Shares of Common Stock
          are issued together with other shares or securities or other assets of
          the Corporation for consideration that covers both, be the proportion
          of such consideration so received, computed as provided in clauses (1)
          and (2) above, as determined in good faith by the Board.


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                         (B) Options and Convertible Securities. The
consideration per share received by the Corporation for Additional Shares of
Common Stock deemed to have been issued pursuant to Section 3.3(h)(ii) shall be
determined by dividing

                         (x) the total amount, it any, received or receivable by
          the Corporation as consideration for the issue of such Options or
          Convertible Securities, plus the minimum aggregate amount of
          additional consideration (as set forth in the instruments relating
          thereto, without regard to any provision contained therein for a
          subsequent adjustment of such consideration) payable to the
          Corporation upon the exercise of such options or the conversion or
          exchange of such Convertible Securities, or in the case of Options for
          Convertible Securities, the exercise of such Options for Convertible
          Securities and the conversion or exchange of such Convertible
          Securities by

                         (y) the maximum number of shares of Common Stock (as
          set forth in the instruments relating thereto, without regard to any
          provision contained therein for a subsequent adjustment of such
          number) issuable upon the exercise of such Options or the conversion
          or exchange of such Convertible Securities.

                    (i) Available Shares. The Corporation shall at all times
reserve and keep available, out of its authorized but unissued Common Stock,
solely for the purpose of effecting the conversion of the Series A Preferred,
the full number of shares of Common Stock deliverable upon the conversion of all
Series A Preferred from time to time outstanding. The Corporation shall from
time to time (subject to obtaining necessary director and shareholder action),
in accordance with the laws of the State of California, increase the authorized
amount of its Common Stock if at any time the authorized number of shares of
Common Stock remaining unissued shall not be sufficient to permit the conversion
of all of the shares of Series A Preferred at the time outstanding.

                    (j) Notices. Any notices required by the provisions of this
Section 3.3 to be given to the holders of Series A Preferred shall be deemed
given at the time deposited in the United States mail, postage prepaid and
addressed to each holder of record at its address appearing on the books of the
Corporation. In the event that the Corporation shall propose at any time:

                         (i) to declare any dividend or distribution (other than
by purchase of Common Stock of employees, officers and directors pursuant to the
termination of such persons or pursuant to the Corporation's exercise of rights
of first refusal with respect to Common Stock held by such persons) upon its
Common Stock, whether in cash, property, stock or other securities, whether or
not a regular cash dividend and whether or not out of earnings or earned
surplus;

                         (ii) to offer for subscription pro rata to the holders
of any class or series of its stock any additional shares of stock of any class
or series or other rights;


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                         (iii) to effect any reclassification or
recapitalization of its Common Stock outstanding involving a change in the
Common Stock; or

                         (iv) to merge or consolidate with or into any other
Corporation, or sell, lease or convey all or substantially all its property or
business, or to liquidate, dissolve or wind up;

then, in connection with each such event, this Corporation shall send to the
holders of the Series A Preferred:

                         (A) at least twenty (20) days' prior written notice of
the date on which a record shall be taken for such dividend, distribution or
subscription rights (and specifying the date on which the holders of Common
Stock shall be entitled thereto) or for determining rights to vote in respect of
the matters referred to in (i) and (ii) above; and

                         (B) in the case of the matters referred to in (iii) and
(iv) above, at least twenty (20) days' prior written notice of the date when the
same shall take place (and specifying the date on which the holders of Common
Stock shall be entitled to exchange their Common Stock for securities or other
property deliverable upon the occurrence of such event).

                    (k) No Impairment. The Corporation shall not amend its
Articles of Incorporation or participate in any reorganization, transfer of
assets, consolidation, merger, dissolution, issue, or sale of securities or any
other voluntary action, for the purpose of avoiding or seeking to avoid the
observance or performance of any of the terms to be observed or performed by the
Corporation under this Section 3.3. It will at all times in good faith assist in
carrying out all such action as may be reasonably necessary or appropriate in
order to protect the conversion rights of the holders of the Series A Preferred
against impairment.

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


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          3.4 Changes. So long as not less than 2,500,000 shares of Series A
Preferred are issued and outstanding, the Corporation shall not, without first
obtaining the approval by vote or written consent of the holders of a majority
of such outstanding shares of Series A Preferred voting as a single class:

               (a) Changes of Rights, Preferences, Privileges or Restrictions.
Alter or change any of the rights, preferences, privileges or restrictions
provided herein so as to affect adversely any shares of Series A Preferred, or
issue any shares of Series A Preferred in excess of 20,000,000;

               (b) Reclassification. Reclassify any shares of Common Stock to
give them a preference or priority as to dividends or assets superior to or on a
parity with any shares of Series A Preferred;

               (c) Increase. Increase the authorized number of shares of Series
A Preferred or authorize or issue shares of any class or series of stock having
any preference or priority as to dividends, assets or voting rights superior to
or on a parity with such preferences, priority or rights of Series A Preferred;

               (d) Purchase or Redemption. Purchase or redeem any share of
Common Stock, except for purchases or redemptions pursuant to a stock
restriction agreement, stock option agreement, or any other agreement or plan
providing for employee ownership of the Corporation's shares;

               (e) Sale or Transfer of Assets. Effect any sale, lease,
assignment, transfer or other conveyance of all or substantially all of the
assets of the Corporation, or effect any liquidation, consolidation or merger of
the Corporation; or

               (f) Special Qualifications for Shareholders. Make any provision
in the Articles of Incorporation of the Corporation fixing special
qualifications of persons who may be holders of any shares of Series A Preferred
or restricting the right to transfer or hypothecate such shares, unless such
provision is required by California, or federal law or applicable securities
laws, rules or regulations.

          3.5 Exclusion of Other Rights. Except as may otherwise be required by
law, the shares of Series A Preferred shall not have any preferences or
relative, participating, option or other special rights, other than those
specifically set forth in this resolution (as such resolution may be amended
from time to time) and in the Corporation's Certificate of Incorporation. The
shares of Series A Preferred shall have no preemptive or subscription rights.

          3.6 Headings of Subdivisions. The headings of the various subdivisions
hereof are for convenience of reference only and shall not affect the
interpretation of any of the provisions hereof.

          3.7 Status of Reacquired Shares. When the Corporation reacquires
authorized shares of a series of shares, the Corporation is prohibited from
reissuing those shares as shares of the same series. For purposes of this
section, the term "reacquires" shall have the meaning set forth in Section
510(d) of the California Corporations Code.


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                                       V.

     Except for the Series A Preferred, the Preferred Stock may be issued from
time to time in one or more series. The Board of Directors of this corporation
is hereby authorized, by filing a certificate of determination pursuant to the
General Corporation Law of California, to fix, alter or revoke from time to time
the specific rights, preferences, privileges and restrictions, or any of them,
or the number of shares constituting any series or the designation of the series
of the Preferred Stock; and to increase or decrease the number of shares of any
series subsequent to the issuance of shares of that series, but not below the
number of such series then outstanding. In case the number of shares of any
series shall be decreased in accordance with the foregoing sentence, the shares
constituting such decrease shall resume the status that they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.

                                       VI.

     The personal liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law, as the same exists when this Article VI becomes effective and to such
greater extent as California law may thereafter permit.

                                      VII.

     The corporation is authorized to indemnify any agent (as hereinafter
defined) to the maximum and broadest extent permitted by California law, as the
same exists when this Article VII becomes effective and to such greater extent
as California law may thereafter permit, if and to the extent such agent becomes
entitled to indemnification by bylaw, agreement, vote of shareholders or
disinterested directors or otherwise. This authorization includes, without
limitation, the authority to indemnify any agent in excess of that otherwise
expressly permitted by Section 317 of the California Corporations Code as to
action in an official capacity and as to action in another capacity while
holding such office for breach of duty to the corporation and its shareholders;
provided, however, that the corporation is not authorized to indemnify any agent
for any acts or omissions from which a director may not be relieved of liability
as set forth in the exceptions to paragraph (10) of Section 204(a) of the
California Corporations Code or as to circumstances in which indemnity is
expressly prohibited by Section 317 of the California Corporations Code. When
used in this Article VII, "agent" shall have the meaning assigned to this term
in Section 317 of the California Corporations Code. Each reference in this
Article VII to a provision of the California Corporations Code shall mean that
provision when this Article VII becomes effective and as the same may be amended
thereafter from time to time, but only to the extent that such amendment would
broaden or increase the scope or magnitude of permissible indemnification.


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