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                                                                     EXHIBIT 3.2

        CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A
               CONVERTIBLE PREFERRED STOCK OF PROXIM CORPORATION

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

     The undersigned, pursuant to the provisions of Section 151 of the General
Corporation Law of the State of Delaware, does hereby certify that, pursuant to
the authority expressly vested in the Board of Directors of Proxim Corporation,
a Delaware corporation (the "Corporation"), by the Corporation's Certificate of
Incorporation, the Board of Directors of the Corporation (the "Board of
Directors") has duly provided for the issuance of and created a series of
Preferred Stock (the "Preferred Stock") of the Corporation, par value $.01 per
share, and in order to fix the designation and amount and the voting powers,
designations, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and restrictions, of a
series of Preferred Stock, has duly adopted this Certificate of Designations,
Preferences and Rights of Preferred Stock (the "Certificate").

     Each share of such series of Preferred Stock shall rank equally in all
respects and shall be subject to the following provisions:

     1.  Number of Shares and Designation.  3,000,000 shares of Preferred Stock
of the Corporation shall constitute a series of Preferred Stock designated as
Series A Convertible Preferred Stock (the "Series A Preferred Stock"). The
number of shares of Series A Preferred Stock may be increased (to the extent of
the Corporation's authorized and unissued Preferred Stock) or decreased (but not
below the number of shares of Series A Preferred Stock then outstanding) by
further resolution duly adopted by the Board of Directors and the filing of a
certificate of increase or decrease, as the case may be, with the Secretary of
State of the State of Delaware.

     2.  Rank.  The Series A Preferred Stock shall, with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise (i) rank senior and prior to
the Common Stock (as defined below), and each other class or series of equity
securities of the Corporation, whether currently issued or issued in the future,
that by its terms ranks junior to the Series A Preferred Stock (whether with
respect to payment of dividends, redemption payments, rights upon liquidation,
dissolution or winding up of the affairs of the Corporation, or otherwise) (all
of such equity securities, including the Common Stock, are collectively referred
to herein as the "Junior Securities"), (ii) rank on a parity with each other
class or series of equity securities of the Corporation, whether currently
issued or issued in the future, that does not by its terms expressly provide
that it ranks senior to or junior to the Series A Preferred Stock (whether with
respect to payment of dividends, redemption payments, rights upon liquidation,
dissolution or winding up of the affairs of the Corporation, or otherwise) (all
of such equity securities are collectively referred to herein as the "Parity
Securities"), and (iii) rank junior to each other class or series of equity
securities of the Corporation, whether currently issued or issued in the future,
that by its terms ranks senior to the Series A Preferred Stock (whether with
respect to payment of dividends, redemption payments, rights upon liquidation,
dissolution or winding up of the affairs of the Corporation, or otherwise) (all
of such equity securities are collectively referred to herein as the "Senior
Securities"). The respective definitions of Junior Securities, Parity Securities
and Senior Securities shall also include any rights or options exercisable or
exchangeable for or convertible into any of the Junior Securities, Parity
Securities or Senior Securities, as the case may be.

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     3.  Dividends.

     (a) The holders of shares of Series A Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors, out of funds legally
available for the payment of dividends, dividends on the terms described below:

          (i) Holders of shares of Series A Preferred Stock shall be entitled to
     participate equally and ratably with the holders of shares of Common Stock
     in all dividends and distributions paid (whether in the form of cash, stock
     or otherwise) on the shares of Common Stock as if immediately prior to each
     record date for the Common Stock, shares of Series A Preferred Stock then
     outstanding were converted into shares of Common Stock (in the manner
     described in Section 7); provided, however, that the holders of shares of
     Series A Preferred Stock shall not be entitled to participate in such
     dividend or distribution if an adjustment to the Conversion Price (as
     defined below) shall be required with respect to such dividends or
     distributions pursuant to Section 7(c) hereof; and

          (ii) In addition to any dividends paid pursuant to Section 3(a)(i), in
     respect of each semi-annual period beginning with the semi-annual period
     commencing August 6, 2005, the Corporation shall pay a dividend on each
     share of Series A Preferred Stock at an annual rate equal to 8% (compounded
     semi-annually) of the Liquidation Value (as defined below) then in effect;
     such dividends shall be paid, at the Corporation's option, in cash or in
     shares of Common Stock, which shares of Common Stock shall be valued at the
     volume weighted average closing price of the Common Stock on the principal
     national securities exchange or inter-dealer quotation system on which the
     Common Stock is then traded for the 10 trading days prior to period ending
     on the relevant Dividend Payment Record Date (as defined below).

Dividends payable pursuant to Section 3(a)(i) shall be payable on the same date
that such dividends are payable to holders of shares of Common Stock. Dividends
payable pursuant to Section 3(a)(ii) shall be payable semi-annually in arrears
on August 5 and February 5 of each year (unless such day is not a Business Day
(as defined below), in which event such dividends shall be payable on the next
succeeding Business Day) (each such payment date being a "Dividend Payment Date"
and the period from the day after the third anniversary of the Original Issue
Date (as defined below) until the first Dividend Payment Date and each such
semi-annual period thereafter being a "Dividend Period"). The amount of
dividends payable on the Series A Preferred Stock for any period shorter or
longer than a full Dividend Period shall be computed on the basis of a 360-day
year of twelve 30-day months. As used herein, the term "Business Day" means any
day except a Saturday, Sunday or day on which banking institutions are legally
authorized to close in the City of New York.

     (b) Each dividend shall be payable to the holders of record of shares of
Series A Preferred Stock as they appear on the stock records of the Corporation
at the close of business on such record dates (each, a "Dividend Payment Record
Date"), which shall be not more than 60 days nor less than 10 days preceding the
Dividend Payment Date thereof, as shall be fixed by the Board of Directors.

     (c) From and after the time, if any, as the Corporation fails to pay to the
holder of any shares of Series A Preferred Stock, on the date specified for
redemption in accordance with Section 5 or on the date specified for repurchase
in accordance with Section 6, the redemption price calculated pursuant to
Section 5 or the Change of Control Price (as defined below) after such holder
has delivered notice to the Corporation pursuant to Section 6 of its intention
to exercise its repurchase rights under Section 6, (i) no dividends shall be
declared or paid or set apart for payment, or other distribution declared or
made, upon any Junior Securities, nor shall any Junior Securities be redeemed,
purchased or otherwise acquired (other than a redemption, purchase or other
acquisition of shares of Common Stock expressly required and made for purposes
of any employee incentive or benefit plans or arrangements of the Corporation or
any subsidiary of the Corporation or the payment of cash in lieu of fractional
shares in connection therewith) for any consideration (nor shall any moneys be
paid to or made available for a sinking fund for the redemption of any shares of
any such Junior Securities) by the Corporation, directly or indirectly (except
by conversion into or exchange for Junior Securities or the payment of cash in
lieu of fractional shares in connection therewith) and (ii) the Corporation
shall not, directly or indirectly, make any payment on account of any purchase,
redemption, retirement or other acquisition of any
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Parity Securities (other than for consideration payable solely in Junior
Securities or the payment of cash in lieu of fractional shares in connection
therewith); provided, however, that this Section 3(c) shall not be applicable at
any time that (A) the Corporation has paid, in accordance with Section 5, the
redemption price to each holder of Series A Preferred Stock or (B) the
Corporation has paid, in accordance with Section 6, the Change of Control Price
(as defined below) to each holder that has exercised its repurchase right
pursuant to Section 6.

     4.  Liquidation Preference.

     (a) The initial liquidation preference for the shares of Series A Preferred
Stock shall be $25.00 per share, which amount shall accrete from the Original
Issue Date (as defined below) until the third anniversary of the Original Issue
Date at an annual rate of 8%, compounded semi-annually, computed on the basis of
a 360 day year of twelve 30-day months (such accreted amount being the
"Liquidation Value"). Notwithstanding the foregoing, in the event of a Change in
Control (as defined below) that occurs within three years after the Original
Issue Date, the Liquidation Value upon such Change in Control shall be increased
by the amount, if any, by which (i) the amount of the Liquidation Value had it
fully accreted from the date of the Change of Control through the third
anniversary of the Original Issuance Date exceeds (ii) the Liquidation Value in
effect prior to the adjustment pursuant to this Section 4(a).

     (b) In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the holders of shares of Series A Preferred
Stock shall be entitled to receive the greater of (i) the Liquidation Value of
such shares in effect on the date of such liquidation, dissolution or winding
up, plus an amount equal to (A) the unrecognized accretion, if any, from the end
of the most recent semi-annual period ending August 5 or February 5 up to but
not including the date of such liquidation, dissolution or winding up and (B)
after the third anniversary of the Original Issuance Date, the dividends accrued
and unpaid thereon, whether or not declared, up to but not including the date of
such liquidation, dissolution or winding up or (ii) the payment such holders
would have received had such holders, immediately prior to such liquidation,
dissolution or winding up, converted their shares of Series A Preferred Stock
into shares of Common Stock (pursuant to, and at a conversion rate described in,
Section 7).

     (c) In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the holders of shares of Series A Preferred
Stock (i) shall not be entitled to receive the Liquidation Value of such shares
until payment in full or provision has been made for the payment in full of all
claims of creditors of the Corporation and the liquidation preferences for all
Senior Securities, and (ii) shall be entitled to receive the Liquidation Value
of such shares before any payment or distribution of any assets of the
Corporation shall be made or set apart for holders of any Junior Securities.
Subject to clause (i) above, if the assets of the Corporation are not sufficient
to pay in full the Liquidation Value payable to the holders of shares of Series
A Preferred Stock and the liquidation preference payable to the holders of any
Parity Securities, then such assets, or the proceeds thereof, shall be
distributed among the holders of shares of Series A Preferred Stock and any such
other Parity Securities ratably in accordance with the Liquidation Value for the
Series A Preferred Stock and the liquidation preference for the Parity
Securities, respectively.

     (d) Neither a consolidation or merger of the Corporation with or into any
other entity, nor a merger of any other entity with or into the Corporation, nor
a sale or transfer of all or any part of the Corporation's assets for cash,
securities or other property shall be considered a liquidation, dissolution or
winding up of the Corporation within the meaning of this Section 4.

     5.  Redemption; Procedures for Redemption.

     (a) On August 5, 2007, the Corporation shall redeem all outstanding shares
of Series A Preferred Stock, if any, at a cash redemption price equal to the
Liquidation Value in effect on the Redemption Date (as defined below), plus an
amount equal to the dividends accrued and unpaid thereon, whether or not
declared, up to but not including the Redemption Date (such amount being
referred to herein as the "Redemption Price"). In the event that the Corporation
does not pay the Redemption Price on the Redemption Date, the Redemption Price
shall be calculated as if the Redemption Date were the later of the Redemption
Date and the date on which such payment is made. If the Corporation is unable at
the Redemption Date to redeem any or all shares

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of Series A Preferred Stock then to be redeemed because such redemption would
violate the applicable laws of the State of Delaware, then the Corporation shall
redeem such shares as soon thereafter as redemption would not violate such laws.
In the event of any redemption of only a part of the then outstanding Series A
Preferred Stock, the Corporation shall effect such redemption pro rata among the
holders thereof (based on the number of shares of Series A Preferred Stock held
on the date of notice of redemption).

     (b) In the event of a redemption of shares of Series A Preferred Stock
pursuant to Section 5(a), notice of such redemption shall be given by the
Corporation, by first class mail, postage prepaid, mailed not less than 15 days
nor more than 45 days prior to the Redemption Date, to each holder of Series A
Preferred Stock at the address appearing in the Corporation's records. Such
notice shall state: (i) the date on which the holder is to surrender to the
Corporation the certificates for any shares to be redeemed (such date, or if
such date is not a Business Day, the first Business Day thereafter, the
"Redemption Date") and (ii) the number of shares of Series A Preferred Stock to
be redeemed and, if fewer than all the shares held by such holder are to be
redeemed, the number of shares to be redeemed from such holder (such notice
being referred to as the "Redemption Notice"). On or prior to the Redemption
Date, each holder of Series A Preferred Stock to be redeemed shall surrender
his, her or its certificate or certificates representing such shares to the
Corporation, in the manner and at the place designated in the Redemption Notice,
and thereupon the Redemption Price of such shares shall be payable to the order
of the person whose name appears on such certificate or certificates as the
owner thereof and each surrendered certificate shall be canceled. In the event
less than all the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares. From and after
the Redemption Date, unless there shall have been a default in payment of the
Redemption Price, all rights of the holders of the Series A Preferred Stock
(except the right to receive the Redemption Price without interest upon
surrender of their certificate or certificates) shall cease with respect to such
shares, and such shares shall not thereafter be transferred on the books of the
Corporation or deemed to be outstanding for any purpose whatsoever.

     (c) Except as provided in Section 5(a), the Corporation shall have no right
to redeem the shares of Series A Preferred Stock. Any shares of Series A
Preferred Stock so redeemed shall be permanently retired, shall no longer be
deemed outstanding and shall not under any circumstances be reissued, and the
Corporation may from time to time take such appropriate corporate action as may
be necessary to reduce the authorized Series A Preferred Stock accordingly.

     6.  Change of Control; Procedures Upon Change of Control.

     (a) If the Company undergoes a Change of Control that is a Qualifying
Change of Control, the Corporation shall have the right to require each holder
to convert its shares of Series A Preferred Stock into Common Stock pursuant to
the provisions of Section 7(a)(iv); provided, that in the event of a Change of
Control the Corporation may, at its option, reduce the Conversion Price
appropriately in order to effect a Qualifying Change of Control (as defined
below). In the event that the Corporation undergoes a Change of Control that is
not a Qualifying Change of Control (the date of such occurrence being a "Change
of Control Date"), the Corporation shall be required to make an offer (the
"Change of Control Offer") to each holder of shares of Series A Preferred Stock
to repurchase such holder's shares of Series A Preferred Stock, in whole or in
part, at such holder's option, at a cash redemption price (the "Change of
Control Price") equal to 101% of the Liquidation Value in effect on the Change
of Control Repurchase Date (as defined below) (after taking into account any
adjustment thereto pursuant to Section 4(a)), plus an amount equal to (i) the
unrecognized accretion, if any, from the end of the immediately preceding
semi-annual period ending August 5 or February 5 to but not including the Change
of Control Repurchase Date and (ii) any dividends accrued and unpaid thereon,
whether or not declared, up to but not including the Change of Control
Repurchase Date.

     (b) The Corporation shall send notice to each holder of Series A Preferred
Stock of the Change of Control Offer within 30 days of the Change of Control
Date, which notice shall specify the date on which the Change of Control Offer
shall be consummated (the "Change of Control Repurchase Date"). The Change of
Control Repurchase Date shall be no more than 60 days after the Change of
Control Date. Any holder wishing to submit its shares of Series A Preferred
Stock for repurchase pursuant to a Change of Control Offer shall

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submit its certificates representing any such shares to be repurchased to the
Corporation for repurchase no later than the third Business Day immediately
preceding the Change of Control Repurchase Date.

     (c) Upon surrender in accordance with the notice of the Change of Control
Offer of the certificates for any shares to be repurchased, such shares shall be
repurchased by the Corporation on the Change of Control Repurchase Date at the
Change of Control Price. In case fewer than all the shares represented by any
such certificate are to be repurchased, a new certificate shall be issued
representing the unpurchased shares without cost to the holder thereof.

     7.  Conversion.

     (a) Right to Convert; Mandatory Conversion.

          (i) Subject to the provisions of this Section 7, each holder of shares
     of Series A Preferred Stock shall have the right, at any time and from time
     to time after the Stockholders Vote (as defined below), at such holder's
     option, to convert any or all of such holder's shares of Series A Preferred
     Stock, in whole or in part, into fully paid and non-assessable shares of
     Common Stock at the conversion price equal to the initial conversion price
     (as defined below) per share of Common Stock, subject to adjustment as
     described in Section 7(c) (as adjusted, the "Conversion Price"). The number
     of shares of Common Stock into which a share of the Series A Preferred
     Stock shall be convertible (calculated as to each conversion to the nearest
     1/100 of a share) shall be determined by dividing the Liquidation Value in
     effect at the time of conversion by the Conversion Price in effect at the
     time of conversion. The "Initial Conversion Price" shall be $3.0559 per
     share.

          (ii) From and after the second anniversary of the Original Issue Date,
     subject to the provisions of this Section 7, the Corporation shall have the
     right to require the holder of shares of Series A Preferred Stock, from
     time to time, at the Corporation's option, to convert any or all of such
     holder's shares of Series A Preferred Stock, in whole or in part, into
     fully paid and non-assessable shares of Common Stock at the Conversion
     Price then in effect; provided, that the Market Price (as defined below) of
     the Common Stock has exceeded 250% of the Conversion Price then in effect
     for the 30 consecutive trading days prior to the Corporation's delivery of
     the notice required by Section 7(b)(i)(B).

          (iii) From and after the third anniversary of the Original Issue Date,
     subject to the provisions of this Section 7, the Corporation shall have the
     right to require the holder of shares of Series A Preferred Stock, from
     time to time, at the Corporation's option, to convert any or all of such
     holder's shares of Series A Preferred Stock, in whole or in part, into
     fully paid and non-assessable shares of Common Stock at the Conversion
     Price then in effect; provided, that the Market Price of the Common Stock
     has exceeded 200% of the Conversion Price then in effect for the 30
     consecutive trading days prior to the Corporation's delivery of the notice
     required by Section 7(b)(i)(B).

          (iv) From and after the fourth anniversary of the Original Issue Date,
     subject to the provisions of this Section 7, the Corporation shall have the
     right to require the holder of shares of Series A Preferred Stock, from
     time to time, at the Corporation's option, to convert any or all of such
     holder's shares of Series A Preferred Stock, in whole or in part, into
     fully paid and non-assessable shares of Common Stock at the Conversion
     Price then in effect; provided that the Market Price of the Common Stock
     has exceeded 150% of the Conversion Price then in effect for the 30
     consecutive trading days prior to the Corporation's delivery of the notice
     required by Section 7(b)(i)(B).

          (v) Upon the occurrence of a Qualifying Change of Control, subject to
     the provisions of this Section 7, the Corporation shall have the right to
     require the holders of shares of Series A Preferred Stock, at the
     Corporation's option, to convert any or all of such holder's shares of
     Series A Preferred Stock, in whole or in part, into fully paid and
     non-assessable shares of Common Stock at the Conversion Price then in
     effect , such that such holders shall receive the As-Converted
     Consideration in such Qualifying Change of Control.

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     (b) Mechanics of Conversion.

          (i) A holder of shares of Series A Preferred Stock or the Corporation,
     as the case may be, that elects to exercise its conversion rights pursuant
     to Section 7(a) shall provide notice to the other party as follows:

             (A) Holder's Notice and Surrender. To exercise its conversion right
        pursuant to Section 7(a)(i), the holder of shares of Series A Preferred
        Stock to be converted shall surrender the certificate or certificates
        representing such shares at the office of the Corporation (or any
        transfer agent of the Corporation previously designated by the
        Corporation to the holders of Series A Preferred Stock for this purpose)
        with a written notice of election to convert, completed and signed,
        specifying the number of shares to be converted.

             (B) Corporation's Notice. To exercise its conversion right pursuant
        to Section 7(a)(ii), 7(a)(iii) or 7(a)(iv), the Corporation shall
        deliver written notice to such holder, at least 10 days and no more than
        60 days prior to the Conversion Date (as defined below), specifying: (i)
        the number of shares of Series A Preferred Stock to be converted and, if
        fewer than all the shares held by such holder are to be converted, the
        number of shares to be held by such holder; (ii) the Conversion Date;
        (iii) the number of shares of Common Stock to be issued in respect of
        each share of Series A Preferred Stock that is converted; (iv) the place
        or places where certificates for such shares are to be surrendered for
        issuance of certificates representing shares of Common Stock; and (v)
        that any accretion dividends on the shares to be converted will cease to
        accrue on such Conversion Date. Unless the shares issuable upon
        conversion are to be issued in the same name as the name in which such
        shares of Series A Preferred Stock are registered, each share
        surrendered for conversion shall be accompanied by instruments of
        transfer, in form reasonably satisfactory to the Corporation, duly
        executed by the holder or the holder's duly authorized attorney and an
        amount sufficient to pay any transfer or similar tax in accordance with
        Section 7(b)(vi). As promptly as practicable after the surrender by the
        holder of the certificates for shares of Series A Preferred Stock as
        aforesaid, the Corporation shall issue and shall deliver to such holder,
        or on the holder's written order to the holder's transferee, a
        certificate or certificates for the whole number of shares of Common
        Stock issuable upon the conversion of such shares and a check payable in
        an amount corresponding to any fractional interest in a share of Common
        Stock as provided in Section 7(b)(vii).

          (ii) Each conversion shall be deemed to have been effected immediately
     prior to the close of business on (x) in the case of conversion pursuant to
     Section 7(a)(i), the first Business Day on which the certificates for
     shares of Series A Preferred Stock shall have been surrendered and such
     notice received by the Corporation as aforesaid or (y) in the case of
     conversion pursuant to Section 7(a)(ii), 7(a)(iii) or 7(a)(iv), the date
     specified as the Conversion Date in the Corporation's notice of conversion
     delivered to each holder pursuant to Section 7(b)(i)(B) (in each case, the
     "Conversion Date"). At such time on the Conversion Date:

             (A) the person in whose name or names any certificate or
        certificates for shares of Common Stock shall be issuable upon such
        conversion shall be deemed to have become the holder of record of the
        shares of Common Stock represented thereby at such time; and

             (B) such shares of Series A Preferred Stock so converted shall no
        longer be deemed to be outstanding, and all rights of a holder with
        respect to such shares (x) in the event of conversion pursuant to
        Section 7(a)(i), surrendered for conversion and (y) in the event of
        conversion pursuant to Section 7(a)(ii), 7(a)(iii) or 7(a)(iv), covered
        by the Corporation's notice of conversion, shall immediately terminate
        except the right to receive the Common Stock, payment of any accrued and
        unpaid dividends on shares of Series A Preferred Stock until the
        Conversion Date and other amounts payable pursuant to this Section 7.

     All shares of Common Stock delivered upon conversion of the Series A
     Preferred Stock will, upon delivery, be duly and validly authorized and
     issued, fully paid and nonassessable, free from all preemptive

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     rights and free from all taxes, liens, security interests and charges
     (other than liens or charges created by or imposed upon the holder or taxes
     in respect of any transfer occurring contemporaneously therewith).

          (iii) Holders of shares of Series A Preferred Stock at the close of
     business on a Dividend Payment Record Date shall be entitled to receive the
     dividend payable on such shares on the corresponding Dividend Payment Date
     notwithstanding the conversion thereof following such Dividend Payment
     Record Date and prior to such Dividend Payment Date. A holder of shares of
     Series A Preferred Stock on a Dividend Payment Record Date who (or whose
     transferee) tenders any such shares for conversion into shares of Common
     Stock on before the corresponding Dividend Payment Date will receive the
     dividend payable by the Corporation on such shares of Series A Preferred
     Stock if and when paid, and the converting holder need not include payment
     of the amount of such dividend upon surrender of shares of Series A
     Preferred Stock for conversion.

          (iv) The Corporation will at all times reserve and keep available,
     free from preemptive rights, out of its authorized but unissued Common
     Stock, solely for the purpose of effecting conversions of the Series A
     Preferred Stock, the aggregate number of shares of Common Stock issuable
     upon conversion of the Series A Preferred Stock. The Corporation will
     procure, at its sole expense, the listing of the shares of Common Stock,
     subject to issuance or notice of issuance on the principal domestic stock
     exchange or inter-dealer quotation system on which the Common Stock is then
     listed or traded. The Corporation will take all commercially reasonable
     action as may be necessary to ensure that the shares of Common Stock may be
     issued without violation of any applicable law or regulation or of any
     requirement of any securities exchange or inter-dealer quotation system on
     which the shares of Common Stock are listed or traded.

          (v) Issuances of certificates for shares of Common Stock upon
     conversion of the Series A Preferred Stock shall be made without charge to
     the holder of shares of Series A Preferred Stock for any issue or transfer
     tax (other than taxes in respect of any transfer occurring
     contemporaneously therewith or as a result of the holder being a non-U.S.
     person) or other incidental expense in respect of the issuance of such
     certificates, all of which taxes and expenses shall be paid by the
     Corporation; provided, however, that the Corporation shall not be required
     to pay any tax which may be payable in respect of any transfer involved in
     the issuance or delivery of shares of Common Stock in a name other than
     that of the holder of the Series A Preferred Stock to be converted, and no
     such issuance or delivery shall be made unless and until the person
     requesting such issuance or delivery 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.

          (vi) In connection with the conversion of any shares of Series A
     Preferred Stock, no fractions of shares of Common Stock shall be issued,
     but in lieu thereof the Corporation shall pay a cash adjustment in respect
     of such fractional interest in an amount equal to such fractional interest
     multiplied by the Market Price per share of Common Stock on the Conversion
     Date.

          (vii) If fewer than all of the outstanding shares of Series A
     Preferred Stock are to be converted pursuant to Section 7(a)(ii), 7(a)(iii)
     or 7(a)(iv), the shares shall be converted on a pro rata basis (according
     to the number of shares of Series A Preferred Stock held by each holder,
     with any fractional shares rounded to the nearest whole share or in such
     other manner as the Board of Directors may determine, as may be prescribed
     by resolution of the Board of Directors).

          (viii) Notwithstanding anything to the contrary in this Certificate,
     if a notice of conversion has been given by the Corporation pursuant to
     Section 7(b)(ii) and any holder of shares of Series A Preferred Stock
     shall, prior to the close of business on the Business Day preceding the
     Conversion Date, give written notice to the Corporation pursuant to Section
     6 as to the repurchase of any or all of the shares to be converted held by
     the holder that would otherwise be converted on such Conversion Date, then
     such conversion shall not become effective as to such shares to be
     repurchased and such shares shall be repurchased as provided in Section 6.

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     (c) Adjustments to Conversion Price.  The Conversion Price shall be
adjusted from time to time as follows:

          (i) Common Stock Issued at Less than Conversion Price.  If after the
     Original Issuance Date the Corporation issues or sells any Common Stock
     (including any securities exercisable, exchangeable or convertible into
     Common Stock) other than Excluded Stock (as defined below) without
     consideration or for consideration per share (as determined below) less
     than the Conversion Price in effect as of the date of such issuance or
     sale, the Conversion Price in effect immediately prior to each such
     issuance or sale will immediately be reduced to the price determined by
     multiplying (A) the Conversion Price at which shares of Series A Preferred
     Stock were theretofore convertible by (B) a fraction of which the numerator
     shall be the sum of (1) the number of shares of Common Stock Outstanding
     immediately prior to such issuance or sale plus (2) the number of
     additional shares of Common Stock that the aggregate consideration received
     by the Corporation for the number of shares of Common Stock (or the number
     of shares of Common Stock issuable upon exercise, exchange or conversion)
     so issued or sold would purchase at the Conversion Price per share of
     Common Stock (or the number of shares of Common Stock issuable upon
     exercise, exchange or conversion) so issued or sold would purchase at the
     Conversion Price per share of Common Stock in effect on the last trading
     day immediately preceding such issuance or sale, and of which the
     denominator shall be the sum of (3) the number of shares of Common Stock
     Outstanding immediately prior to such issuance or sale, plus (4) the number
     of additional shares of Common Stock (or the number of shares of Common
     Stock issuable upon exercise, exchange or conversion) so issued. For the
     purposes of any adjustment of the Conversion Price pursuant to this Section
     7(c), the following provisions shall be applicable:

             (A) In the case of the issuance of Common Stock for cash, the
        amount of the consideration received by the Corporation shall be deemed
        to be the amount of the cash proceeds received by the Corporation for
        such Common Stock before deducting therefrom any discounts or
        commissions allowed, paid or incurred by the Corporation for any
        underwriting or otherwise in connection with the issuance and sale
        thereof.

             (B) In the case of the issuance of Common Stock (otherwise than
        upon the conversion of shares of Capital Stock or other securities of
        the Corporation) for a consideration in whole or in part other than
        cash, including securities acquired in exchange therefor (other than
        securities by their terms so exchangeable), the consideration other than
        cash shall be deemed to be the fair value thereof as determined by the
        Board of Directors, provided, however, that such fair value as
        determined by the Board of Directors shall not exceed the aggregate
        Market Price of the shares of Common Stock being issued as of the date
        the Board of Directors authorizes the issuance of such shares.

             (C) In the case of the issuance of (I) options, warrants or other
        rights to purchase or acquire Common Stock (whether or not at the time
        exercisable) or (II) securities by their terms convertible into or
        exchangeable for Common Stock (whether or not at the time so convertible
        or exchangeable) or options, warrants or rights to purchase such
        convertible or exchangeable securities (whether or not at the time
        exercisable):

                (1) the aggregate maximum number of shares of Common Stock
           deliverable upon exercise of such options, warrants or other rights
           to purchase or acquire Common Stock shall be deemed to have been
           issued at the time such options, warrants or rights are issued and
           for a consideration equal to the consideration (determined in the
           manner provided in Section 7(c)(i) (A) and (B), if any, received by
           the Corporation upon the issuance of such options, warrants or rights
           plus the minimum purchase price provided in such options, warrants or
           rights for the Common Stock covered thereby;

                (2) the aggregate maximum number of shares of Common Stock
           deliverable upon conversion of or in exchange for any such
           convertible or exchangeable securities, or upon the exercise of
           options, warrants or other rights to purchase or acquire such
           convertible or exchangeable securities and the subsequent conversion
           or exchange thereof, shall be deemed to
                                        8
<PAGE>

           have been issued at the time such securities were issued or such
           options, warrants or rights were issued and for a consideration equal
           to the consideration, if any, received by the Corporation for any
           such securities and related options, warrants or rights (excluding
           any cash received on account of accrued interest or accrued
           dividends), plus the additional consideration (determined in the
           manner provided in Section 7(c)(i) (A) and (B), if any, to be
           received by the Corporation upon the conversion or exchange of such
           securities, or upon the exercise of any related options, warrants or
           rights to purchase or acquire such convertible or exchangeable
           securities and the subsequent conversion or exchange thereof;

                (3) on any change in the number of shares of Common Stock
           deliverable upon exercise of any such options, warrants or rights or
           conversion or exchange of such convertible or exchangeable securities
           or any change in the consideration to be received by the Corporation
           upon such exercise, conversion or exchange, but excluding changes
           resulting from the anti-dilution provisions thereof (to the extent
           comparable to the anti-dilution provisions contained herein), the
           Conversion Price as then in effect shall forthwith be readjusted to
           such Conversion Price as would have been obtained had an adjustment
           been made upon the issuance of such options, warrants or rights not
           exercised prior to such change, or of such convertible or
           exchangeable securities not converted or exchanged prior to such
           change, upon the basis of such change;

                (4) on the expiration or cancellation of any such options,
           warrants or rights (without exercise), or the termination of the
           right to convert or exchange such convertible or exchangeable
           securities (without exercise), if the Conversion Price shall have
           been adjusted upon the issuance thereof, the Conversion Price shall
           forthwith be readjusted to such Conversion Price as would have been
           obtained had an adjustment been made upon the issuance of such
           options, warrants, rights or such convertible or exchangeable
           securities on the basis of the issuance of only the number of shares
           of Common Stock actually issued upon the exercise of such options,
           warrants or rights, or upon the conversion or exchange of such
           convertible or exchangeable securities; and

                (5) if the Conversion Price shall have been adjusted upon the
           issuance of any such options, warrants, rights or convertible or
           exchangeable securities, no further adjustment of the Conversion
           Price shall be made for the actual issuance of Common Stock upon the
           exercise, conversion or exchange thereof.

          (ii) Stock Splits, Subdivisions, Reclassifications or
     Combinations.  If the Corporation shall (A) declare a dividend or make a
     distribution on its Common Stock in shares of Common Stock, (B) subdivide
     or reclassify the outstanding shares of Common Stock into a greater number
     of shares, or (C) combine or reclassify the Outstanding Common Stock into a
     smaller number of shares, the Conversion Price in effect at the time of the
     record date for such dividend or distribution or the effective date of such
     subdivision, combination or reclassification shall be adjusted to the
     number obtained by multiplying the Conversion Price at which the shares of
     Series A Preferred Stock were theretofore convertible by a fraction, the
     numerator of which shall be the number of shares of Common Stock
     Outstanding immediately prior to such action, and the denominator of which
     shall be the number of shares of Common Stock Outstanding immediately
     following such action.

          (iii) Other Distributions.  In case the Corporation shall fix a record
     date for the making of a distribution to all holders of shares of its
     Common Stock (A) of shares of any class or of any Person (as defined below)
     other than shares of Common Stock or (B) of evidence of indebtedness of the
     Corporation or any Subsidiary (as defined below) or (C) of assets
     (excluding Ordinary Cash Dividends (as defined below), and dividends or
     distributions referred to in Section 7(c)(ii)), or (D) of rights or
     warrants (excluding any rights or warrants referred to in Section 7(c)(i)),
     in each such case the Conversion Price in effect immediately prior thereto
     shall be reduced immediately thereafter to the price determined by
     multiplying (1) the Conversion Price in effect immediately prior thereto by
     (2) a fraction, the numerator of which shall be the Market Price per share
     of Common Stock on such record date less the then fair market

                                        9
<PAGE>

     value (as determined by the Board of Directors, whose good faith
     determination shall be conclusive) as of such record date of the shares,
     assets, evidences of indebtedness, rights or warrants so paid with respect
     to one share of Common Stock, and the denominator of which shall be the
     Market Price per share of Common Stock on such record date; provided,
     however, that in the event the then fair market value (as so determined) so
     paid with respect to one share of Common Stock is equal to or greater than
     the Market Price per share of Common Stock on such record date, in lieu of
     the foregoing adjustment, adequate provision shall be made so that each
     holder of shares of Series A Preferred Stock shall have the right to
     receive the amount and kind of shares, assets, evidences of indebtedness,
     rights or warrants such holder would have received had such holder
     converted each such share of Series A Preferred Stock immediately prior to
     record date for such distribution. In the event that such distribution is
     not so made, the Conversion Price then in effect shall be readjusted,
     effective as of the date when the Board of Directors determines not to
     distribute such shares, evidences of indebtedness, assets, rights or
     warrants, as the case may be, to the Conversion Price that would then be in
     effect if such record date had not been fixed.

          (iv) Business Combinations.  in case of any Business Combination or
     reclassification of Common Stock (other than a reclassification of Common
     Stock referred to in Section 7(c)(ii)), lawful provision shall be made as
     part of the terms of such Business Combination or reclassification whereby
     the holder of each share of Series A Preferred Stock then outstanding shall
     have the right thereafter to convert such share only into the kind and
     amount of securities, cash and other property receivable upon the Business
     Combination or reclassification by a holder of the number of shares of
     Common Stock of the Corporation into which a share of Series A Preferred
     Stock would have been convertible immediately prior to the Business
     Combination or reclassification. The Corporation, the Person formed by the
     consolidation or resulting from the merger or which acquires such assets or
     which acquires the Corporation's shares, as the case may be, shall make
     provisions in its certificate or articles of incorporation or other
     constituent documents to establish such rights and to ensure that the
     dividend, voting and other rights of the holders of Series A Preferred
     Stock established herein are unchanged, except as permitted by Section 9 or
     as required by applicable law, rule or regulation. The certificate or
     articles of incorporation or other constituent documents shall provide for
     adjustments, which, for events subsequent to the effective date of the
     certificate or articles of incorporation or other constituent documents,
     shall be as nearly equivalent as may be practicable to the adjustments
     provided for in this Section 7. Notwithstanding the provisions of this
     Section 7(c)(iv), in the event of a Business Combination that also
     constitutes a Change of Control, the provisions of Section 6 (and, the case
     of a Qualifying Change of Control, Section 7(a)(iv)) shall apply to such
     Business Combination and the provisions of this Section 7(c)(iv) shall not
     apply.

          (v) Successive Adjustments.  Successive adjustments in the Conversion
     Price shall be made, without duplication, whenever any event specified in
     Sections 7(c)(i), (ii), (iii) and (iv) shall occur.

          (vi) Rounding of Calculations; Minimum Adjustments.  All calculations
     under this Section 7(c) shall be made to the nearest one-tenth 1/10 of a
     cent. No adjustment in the Conversion Price is required if the amount of
     such adjustment would be less than $0.01; provided, however, that any
     adjustments which by reason of this Section 7(c)(vi) are not required to be
     made will be carried forward and given effect in any subsequent adjustment.

          (vii) Adjustment for Unspecified Actions.  If the Corporation takes
     any action affecting the Common Stock, other than action described in this
     Section 7(c), which in the opinion of the Board of Directors would
     materially adversely affect the conversion rights of the holders of shares
     of Series A Preferred Stock, the Conversion Price may be adjusted, to the
     extent permitted by law, in such manner, if any, and at such time, as such
     Board of Directors may determine in good faith to be equitable in the
     circumstances; provided, however, that in no event shall adjustment have
     the effect of increasing the Conversion Price as otherwise determined
     pursuant to any of the provisions of this Section 7(c), except in the case
     of a combination of shares of a type contemplated in Section 7(c)(ii), and
     then in no event to an amount more than the Conversion Price as adjusted
     pursuant to Section 7(c)(ii). Failure of the Board of Directors to provide
     for any such adjustment prior to the effective date of any such action by
     the Corporation affecting the Common Stock will be evidence that the Board
     of Directors has determined that it is equitable to make no adjustments in
     the circumstances.
                                        10
<PAGE>

          (viii) Voluntary Adjustment by the Corporation.  The Corporation may
     at its option, at any time during the term of the Series A Preferred Stock,
     reduce the then current Conversion Price to any amount deemed appropriate
     by the Board of Directors; provided, however, that if the Corporation
     elects to make such adjustment, such adjustment will remain in effect for
     at least a 15-day period, after which time the Corporation may, at its
     option, reinstate the Conversion Price in effect prior to such reduction,
     subject to any interim adjustments pursuant to this Section 7(c).

          (ix) Statement Regarding Adjustments.  Whenever the Conversion Price
     shall be adjusted as provided in this Section 7(c), the Corporation shall
     forthwith file, at the principal office of the Corporation, a statement
     showing in reasonable detail the facts requiring such adjustment and the
     Conversion Price that shall be in effect after such adjustment and the
     Corporation shall also cause a copy of such statement to be sent by mail,
     first class postage prepaid, to each holder of shares of Series A Preferred
     Stock at the address appearing in the Corporation's records.

          (x) Notices.  In the event that the Corporation shall give notice or
     make a public announcement to the holders of Common Stock of any action of
     the type described in this Section 7(c) (but only if the action of the type
     described in this Section 7(c) would result in an adjustment in the
     Conversion Price or a change in the type of securities or property to be
     delivered upon conversion of the Series A Preferred Stock), the Corporation
     shall, at the time of such notice or announcement, and in the case of any
     action which would require the fixing of a record date, at least 10 days
     prior to such record date, give notice to the holder of shares of Series A
     Preferred Stock, in the manner set forth in Section 7(c)(ix), which notice
     shall specify the record date, if any, with respect to any such action and
     the approximate date on which such action is to take place. Such notice
     shall also set forth the facts with respect thereto as shall be reasonably
     necessary to indicate the effect on the Conversion Price and the number,
     kind or class of shares or other securities or property which shall be
     deliverable upon conversion of the Series A Preferred Stock. Failure to
     give such notice, or any defect therein, shall not affect the legality or
     validity of any such action.

          (xi) Purchase Rights.  If at any time or from to time after the
     Original Issuance Date, the Corporation shall grant, issue or sell any (I)
     options, warrants or other rights to purchase or acquire Common Stock
     (other than Excluded Stock), (II) securities by their terms convertible
     into or exchangeable for Common Stock (other than Excluded Stock) or
     options, warrants or other rights to purchase or acquire such convertible
     or exchangeable securities or (III) rights to purchase property
     (collectively, the "Purchase Rights") pro rata to the record holders of any
     class of Common Stock and such grants, issuance or sales do not result in
     an adjustment of the Conversion Price under Section 7(c), then each holder
     of Series A Preferred Stock shall be entitled to acquire (within thirty
     (30) days after the later to occur of the initial exercise date of such
     Purchase Rights or receipt by such holder of the notice concerning Purchase
     Rights to which such holder shall be entitled under Section 7(c)(x)) and
     upon the terms applicable to such Purchase Rights either:

             (A) the aggregate Purchase Rights which such holder could have
        acquired if it had held the number of shares of Common Stock acquirable
        upon conversion of the Series A Preferred Stock immediately before the
        grant, issuance or sale of such Purchase Rights; provided that if any
        Purchase Rights were distributed to holders of Common Stock without the
        payment of additional consideration by such holders, corresponding
        Purchase Rights shall be distributed to the exercising holders of the
        Series A Preferred Stock as soon as possible after such exercise and it
        shall not be necessary for the exercising holder of the Series A
        Preferred Stock specifically to request delivery of such rights; or

             (B) in the event that any such Purchase Rights shall have expired
        or shall expire prior to the end of said thirty (30) day period, the
        number of shares of Common Stock or the amount of property which such
        holder could have acquired upon such exercise at the time or times at
        which the Corporation granted, issued or sold such expired Purchase
        Rights.

          (xii) Miscellaneous.  Except as provided in Section 7(c), no
     adjustment in respect of any dividends or other payments or distributions
     made to holders of Series A Preferred Stock of securities issuable upon the
     conversion of the Series A Preferred Stock will be made during the term of
     the
                                        11
<PAGE>

     Series A Preferred Stock or upon the conversion of the Series A Preferred
     Stock. In addition, notwithstanding any of the foregoing, no such
     adjustment will be made for the issuance or exercise of the Warrants (as
     defined below).

     8.  Status of Shares.  All shares of Series A Preferred Stock that are at
any time redeemed pursuant to Section 5, repurchased pursuant to Section 6 or
converted pursuant to Section 7 and all shares of Series A Preferred Stock that
are otherwise reacquired by the Corporation shall (upon compliance with any
applicable provisions of the laws of the State of Delaware) have the status of
authorized but unissued shares of Preferred Stock, without designation as to
series, subject to reissuance by the Board of Directors as shares of any one or
more other series.

     9.  Voting Rights.

     (a) The holders of record of shares of Series A Preferred Stock shall not
be entitled to any voting rights except as hereinafter provided in this Section
9 or as otherwise provided by law.

     (b) Upon the earliest to occur of (I) the Stockholders Vote, (II) the time
the Corporation receives confirmation from the NASD, Inc. (which confirmation
shall be reasonably satisfactory to the Corporation) that the holders of the
shares of Series A Preferred Stock would be permitted to vote such shares as
provided in this paragraph (b) or (III) December 31, 2002, the holders of the
shares of Series A Preferred Stock (i) shall be entitled to vote with the
holders of the Common Stock on all matters submitted for a vote of holders of
Common Stock (voting together with the holders of Common Stock as one class),
(ii) shall be entitled to a number of votes equal to the number of votes to
which shares of Common Stock issuable upon conversion of such shares of Series A
Preferred Stock would have been entitled if such shares of Common Stock had been
outstanding at the time of the applicable vote and related record date (provided
that, solely for purposes of determining the number of shares of Common Stock
issuable upon conversion of Series A Preferred Stock for this Section 9(b), no
adjustments to the Conversion Price pursuant to Section 7(c) (other than any
adjustments made pursuant to Section 7(c)(ii)) that would make the Conversion
Price less than $2.18) shall be taken into account) and (iii) shall be entitled
to notice of any stockholders' meeting in accordance with the certificate of
incorporation and bylaws of the Corporation. Notwithstanding the foregoing, the
holders of the shares of Series A Preferred Stock shall not be entitled to vote
in connection with the Stockholders Vote unless approved by the NASD, Inc.

     (c) So long as any shares of Series A Preferred Stock are outstanding, the
Corporation shall not, without the written consent or affirmative vote at a
meeting called for that purpose by holders of at least a majority of the
outstanding shares of Series A Preferred Stock, voting as a single class:

          (i) amend, alter or repeal any provision of the Corporation's
     certificate of incorporation (by merger or otherwise) or bylaws so as to
     adversely affect the preferences, rights or powers of the Series A
     Preferred Stock; provided that any such amendment, alteration or repeal to
     create, authorize or issue any Junior Securities, or any security
     convertible into, or exchangeable or exercisable for, shares of Junior
     Securities, shall not be deemed to have any such adverse effect;

          (ii) create, authorize or issue any Senior Securities or Parity
     Securities, or any security convertible into, or exchangeable or
     exercisable for, shares of Senior Securities or Parity Securities;

          (iii) repurchase or redeem any of its equity securities or rights to
     acquire equity securities (other an from an employee, director or
     consultant following the termination of employment or service with the
     Corporation of such Person); or

          (iv) declare or pay any dividend on the Common Stock;

provided that no such consent or vote of the holders of Series A Preferred Stock
shall be required if at or prior to the time when such amendment, alteration or
repeal is to take effect, or when the issuance of any such securities is to be
made, as the case may be, all shares of Series A Preferred Stock at the time
outstanding shall have been called for redemption by the Corporation or
submitted for repurchase by the holders thereof in accordance with Section 5 or
Section 6, as the case may be, and the funds necessary for such redemption or
repurchase shall have been set aside.
                                        12
<PAGE>

     (d) The consent or votes required in Section 9(c) shall be in addition to
any approval of stockholders of the Corporation which may be required by law or
pursuant to any provision of the Corporation's certificate of incorporation or
bylaws, which approval shall be obtained by vote of the stockholders of the
Corporation in the manner provided in Section 9(b).

     (e) After the time of the Stockholders Vote and for as long as Warburg
Pincus Private Equity VIII, L.P. and its Affiliates (collectively, "Warburg")
Beneficially Owns at least twenty-five percent (25%) of the shares of the Series
A Preferred Stock issued to Warburg pursuant to the Purchase Agreement
(including as owned and outstanding for this purpose shares of Common Stock
issuable upon conversion of shares of the Series A Preferred Stock and exercise
of the Warrants issued to Warburg thereunder), Warburg shall have the exclusive
right to appoint one (1) director (hereinafter referred to as the "Warburg
Director") to the Corporation's Board of Directors. The Warburg Director shall
be duly appointed in accordance with the Corporation's bylaws, Certificate of
Incorporation and the General Corporation Law of Delaware. Each Warburg Director
so elected shall serve for a term of three years as a Class II Director (as
designated in the Corporation's Certificate of Incorporation) and until his or
her successor is elected and qualified. For so long as such membership does not
conflict with any applicable law or regulation or listing requirement of the
Nasdaq National Market (as determined in good faith by the Board of Directors of
the Corporation), the Warburg Director shall serve as a member of the Audit
Committee, Compensation Committee and each other principal committee of the
Board of Directors. Any vacancy in the position of a Warburg Director may be
filled only by Warburg. The Warburg Director may, during his or her term of
office, be removed at any time, with or without cause, by and only by Warburg,
at a special meeting called for such purpose or by written consent of Warburg.
Any vacancy created by such removal may also be filled at such meeting or by
such consent.

     10.  Definitions.

     Unless the context otherwise requires, when used herein the following terms
shall have the meaning indicated.

     "Affiliate" means with respect to any Person, any other Person directly, or
indirectly through one or more intermediaries, controlling, controlled by or
under common control with such Person. For purposes of this definition, the term
"control" (and correlative terms "controlling," "controlled by" and "under
common control with") means possession of the power, whether by contract, equity
ownership or otherwise, to direct the policies or management of a Person.

     "Beneficially Own" or "Beneficial Ownership" is defined in Rules 13d-3 and
13d-5 of the Exchange Act, but without taking into account any contractual
restrictions or limitations on voting or other rights.

     "Business Combination" means (a) any reorganization, consolidation, merger,
share exchange or similar business combination transaction involving the
Corporation with any Person or (b) the sale, assignment, conveyance, transfer,
lease or other disposition by the Corporation of all or substantially all of its
assets.

     "Capital Stock" means (a) with respect to any Person that is a corporation
or company, any and all shares, interests, participations or other equivalents
(however designated) of capital or capital stock of such Person and (b) with
respect to any Person that is not a corporation or company, any and all
partnership or other equity interests of such Person.

     "Change in Control" shall mean the happening of any of the following
events:

          (a) The acquisition by any Person of Beneficial Ownership of 50% or
     more of either (i) the then-outstanding shares of Common Stock (the
     "Outstanding Corporation Common Stock") or (ii) the combined voting power
     of the then-outstanding voting securities of the Corporation entitled to
     vote generally in the election of directors (the "Outstanding Corporation
     Voting Securities"); provided, however, that, for purposes of this
     definition, the following acquisitions shall not constitute a Change in
     Control: (A) any acquisition by any employee benefit plan (or related
     trust) sponsored or maintained by the Corporation or any company that is an
     Affiliate of the Corporation or (B) any acquisition by any corporation
     pursuant to a transaction that complies with (c)(i) and (c)(ii) in this
     definition; or

                                        13
<PAGE>

          (b) Individuals who, as of the date hereof, constitute the Board of
     Directors (the "Incumbent Board") cease for any reason to constitute at
     least a majority of the Board of Directors; provided, however, that any
     individual becoming a director subsequent to the date hereof whose
     election, or nomination for election by the Corporation's shareholders, was
     approved by a vote of at least a majority of the directors then comprising
     the Incumbent Board shall be considered as though such individual were a
     member of the Incumbent Board; or

          (c) Consummation of a Business Combination, in each case, unless,
     following such Business Combination, (i) all or substantially all of the
     Persons that were the Beneficial Owners of the Outstanding Corporation
     Common Stock and the Outstanding Corporation Voting Securities immediately
     prior to such Business Combination Beneficially Own, directly or
     indirectly, more than 50% of the then-outstanding shares of common stock
     and the combined voting power of the then-outstanding voting securities
     entitled to vote generally in the election of directors, as the case may
     be, of the corporation resulting from such Business Combination (including,
     without limitation, a corporation that, as a result of such transaction,
     owns the Corporation or all or substantially all of the Corporation's
     assets either directly or through one or more subsidiaries) in
     substantially the same proportions as their ownership immediately prior to
     such Business Combination of the Outstanding Corporation Common Stock and
     the Outstanding Corporation Voting Securities, as the case may be, and (ii)
     no Person (excluding any Person resulting from such Business Combination or
     any employee benefit plan (or related trust) of the Corporation or such
     corporation resulting from such Business Combination) beneficially owns,
     directly or indirectly, 50% or more of, respectively, the then-outstanding
     shares of common stock of the corporation resulting from such Business
     Combination or the combined voting power of the then-outstanding voting
     securities of such corporation; or

          (d) Approval by the shareholders of the Corporation of a complete
     liquidation or dissolution of the Corporation.

     "Common Stock" means the Class A Common Stock of the Corporation, par value
$.01 per share.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor statute, and the rules and regulations promulgated thereunder.

     "Excluded Stock" means (a) shares of Common Stock issued by the Corporation
as a stock dividend payable in shares of Common Stock, or upon any subdivision
or split-up of the outstanding shares of Capital Stock, in each case which is
subject to the provisions of Section 7(c)(ii), or upon conversion of shares of
Capital Stock (but not the issuance of such Capital Stock which will be subject
to the provisions of Section 7(c)(i)(C)), (b) the issuance of shares of Common
Stock in any Qualified Public Offering, (c) the issuance of shares of Common
Stock (including upon exercise of options, warrants or other securities) to
directors, advisors, employees or consultants of the Corporation pursuant to a
stock option plan, restricted stock plan or other agreement approved by the
Board of Directors, (d) the issuance of shares of Common Stock in connection
with acquisitions of assets or securities of another Person, (e) the issuance of
shares of Common Stock upon exercise of the Series A Preferred Stock and the
Warrants and (f) the issuance of any additional Warrants.

     "Market Price" means, with respect to a particular security, on any given
day, the average of the highest and lowest reported sale prices regular way or,
in case no such reported sales takes place on such day, the average of the
highest asked and lowest bid prices regular way, in either case on the principal
national securities exchange on which the applicable securities are listed or
admitted to trading, or if not listed or admitted to trading on any national
securities exchange, (a) the average of the highest and lowest sale prices for
such day reported by the Nasdaq Stock Market if such security is traded
over-the-counter and quoted in the Nasdaq Stock Market, or (b) if such security
is so traded, but not so quoted, the average of the highest reported asked and
lowest reported bid prices of such security as reported by the Nasdaq Stock
Market or any comparable system, or (c) if such security is not listed on the
Nasdaq Stock Market or any comparable system, the average of the highest asked
and lowest bid prices as furnished by two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Corporation for that
purpose. If such security is not listed and traded in a manner that the
quotations referred to above are available for the period
                                        14
<PAGE>

required hereunder, the Market Price per share of Common Stock shall be deemed
to be the fair value per share of such security as determined in good faith by
the Board of Directors.

     "Ordinary Cash Dividends" means any cash dividend or cash distribution
which, when combined on a per share of Common Stock basis with the per share
amounts of all other cash dividends and cash distributions paid on the Common
Stock during the 365-day period ending on the Dividend Payment Record Date of
such dividend or distribution (as adjusted to appropriately reflect any of the
events referred to in Section 7(c) and excluding (i) cash dividends or cash
distributions that resulted in an adjustment to the Conversion Price, (ii) cash
dividends paid on the Common Stock in which the Preferred Stock participates,
and (iii) cash dividends or cash distributions paid on the Series A Preferred
Stock), does not exceed 15% of the Market Price of a share of Common Stock on
the trading day immediately preceding the date of declaration of such dividend
or distribution.

     "Original Issue Date" means the date upon which the initial shares of
Series A Preferred Stock were originally issued by the Corporation.

     "Outstanding" means, at any time, the number of shares of Common Stock then
outstanding calculated on a fully diluted basis, assuming the exercise, exchange
or conversion into Common Stock of all outstanding securities exercisable,
exchangeable or convertible into shares of Common Stock (whether or not then
exercisable, exchangeable or convertible).

     "Person" means an individual, corporation, partnership, other entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

     "Purchase Agreement" means the Purchase Agreement, dated as of June 16,
2002, among the Corporation and the purchasers named therein, including all
schedules and exhibits thereto.

     "Stockholders Vote" means the vote of the stockholders of the Corporation
contemplated by Section 5.6 of the Purchase Agreement.

     "Qualifying Change of Control" means a Change of Control following the
consummation of which the value of the consideration (in the form of cash or
liquid securities) that would be received upon conversion of one share of Series
A Preferred Stock (the "As-Converted Consideration") would equal or exceed 110%
of the Liquidation Value then in effect (after taking into account any increase
in the Liquidation Value as a result of such Change in Control) (the "Value
Threshold"); provided, that a Change of Control will also constitute a
Qualifying Change of Control if the Corporation, at its option, reduces the
Conversion Price then in effect in order to make the As-Converted Consideration
equal or exceed the Value Threshold.

     "Qualified Public Offering" means a public or private offering of the
shares of Common Stock pursuant to an effective registration statement, pursuant
to which the gross proceeds to the Corporation are not less than $20,000,000.

     "Subsidiary" of a Person means (a) a corporation, a majority of whose stock
with voting power, under ordinary circumstances, to elect directors is at the
time of determination, directly or indirectly, owned by such Person or by one or
more Subsidiaries of such Person, or (b) any other entity (other than a
corporation) in which such Person or one or more Subsidiaries of such Person,
directly or indirectly, at the date of determination thereof has at least a
majority ownership interest.

     "Warrants" means collectively the warrants which are issuable to the
purchasers named in the Purchase Agreement pursuant to the Purchase Agreement.

     11.  No Other Rights.

     The shares of Series A Preferred Stock shall not have any relative,
optional or other special rights and powers except as set forth herein or as may
be required by law.

     This Certificate shall become effective at 8:30 a.m. Eastern Standard Time
on August 5, 2002.

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<PAGE>

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly
executed and acknowledged by its undersigned duly authorized officer this 2nd
day of August, 2002.

                                          PROXIM CORPORATION

                                          By:         /s/ DAVID KING
                                            ------------------------------------
                                            Name: David King
                                            Title:  President

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