<PAGE>

                        AMENDED CERTIFICATE OF DESIGNATION
                     OF SERIES A CONVERTIBLE PREFERRED STOCK

                                       of

                          DIGITALCONVERGENCE.:COM INC.



         Section 1.        DESIGNATION AND AMOUNT; OTHER SERIES OF PREFERRED.

         (a)      SERIES A PREFERRED.

         There shall be a series of the Corporation's Preferred Stock
designated as "Series A Convertible Preferred Stock" (the "Series A
Preferred") and the number of shares of such series shall be sixteen thousand
(16,000). Each share of Series A Preferred is referred to herein as a "Share"
and, collectively, the "Shares." Immediately after a Qualified Public Offering
(as defined in Section 4(b) hereof), all authorized and unissued shares of
Series A Preferred shall be returned to the status of authorized, unissued and
undesignated shares of the Corporation's Preferred Stock, and all such shares
shall no longer be governed by this Certificate of Designation.

         (b)      OTHER SERIES OF PREFERRED.

         The Corporation has also designated a Series B Convertible Preferred
Stock (the "Series B Preferred") and a Series C Convertible Preferred Stock
(the "Series C Preferred").

         Section 2.        DIVIDENDS AND DISTRIBUTIONS.

         The holders of Shares of Series A Preferred shall be entitled to
receive dividends when, as and if declared by the Board of Directors out of
funds legally available therefor. In the event that the Corporation declares
or pays any dividends upon the common stock, par value $0.01 per share, of the
Corporation (the "Common Stock") (whether payable in cash, securities or other
property), the Corporation shall also declare and pay to the holders of the
Series A Preferred at the same time that it declares and pays such dividends
to the holders of the Common Stock, the dividends which would have been
declared and paid with respect to the Common Stock issuable upon conversion of
the Series A Preferred pursuant to Section 4 hereof had all of the outstanding
Shares been so converted immediately prior to the record date for such
dividend, or if no record date is fixed, the date as of which the record
holders of Common Stock entitled to such dividends are to be determined. No
dividend shall be paid on or declared and set apart for the Shares for any
dividend period unless at




<PAGE>

the same time a like proportionate dividend for the same dividend period,
determined on an as-converted basis, shall be paid on or declared and set
apart for the shares of Series B Preferred and Series C Preferred.

         Section 3.        LIQUIDATION RIGHTS.

         In the event of any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary (a "Liquidation"), subject to
the pari passu rights of the Series B Preferred and the Series C Preferred set
forth in Section 3(d) below, distributions shall be made to the holders of
Series A Preferred in respect of such Series A Preferred before any amount
shall be paid to the holders of any other class or series of capital stock of
the Corporation in the following manner:

                  (a)      SERIES A PREFERRED.

                  The holders of the Series A Preferred shall be entitled to
receive an amount equal to (i) the Conversion Value PLUS any declared but
unpaid dividends and (ii) the holders of Series A Preferred shall be entitled
to share ratably, on an "as if converted" basis, in all remaining assets and
surplus funds along with the holders of Common Stock (and any other class of
capital stock of the Corporation which has such "as if converted" status with
respect to a Liquidation).

                  (b)      EVENTS DEEMED A LIQUIDATION.

                  For purposes of this Section 3, the holders of a majority of
the Shares may elect to have treated as a Liquidation the consolidation or
merger of the Corporation with or into any other corporation or the sale or
other transfer in a single transaction or a series of related transactions of
all or substantially all of the assets of the Corporation, or any other
reorganization of the Corporation, unless the stockholders of the Corporation
immediately prior to any such transaction are holders of a majority of the
voting securities of the surviving or acquiring corporation immediately
thereafter with comparable rights with respect to their respective classes of
shares (and for purposes of this calculation equity securities which any
stockholder or the Corporation owned immediately prior to such merger or
consolidation as a stockholder of another party to the transaction shall be
disregarded).

                  (c)      VALUATION OF SECURITIES AND PROPERTY.

                  In the event the Corporation proposes to distribute assets
other than cash in connection with any Liquidation, the value of the assets to
be distributed to the holders of Shares of Series A Preferred shall be
determined in good faith by the Board of Directors. Any securities not subject
to contractual restrictions on free marketability shall be valued as follows:

                           (i) if traded on a national securities exchange or
                  the Nasdaq National


<PAGE>

                  Market System ("Nasdaq"), the value shall be deemed to be the
                  average of the security's closing prices on such exchange or
                  Nasdaq over the thirty (30) trading day period ending three
                  (3) days prior to the distribution;

                           (ii) if actively traded over-the-counter (other than
                  Nasdaq), the value shall be deemed to be the average of the
                  closing bid prices over the thirty (30) day period
                  ending three (3) days prior to the distribution; or

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

                  The method of valuation of securities subject to contractual
                  restrictions on free marketability shall be adjusted to make
                  an appropriate discount from the market value determined as
                  above in clauses (i), (ii) or (iii) to reflect the fair
                  market value thereof as determined in good faith by the
                  Board of Directors. The holders of at least 50% of the
                  outstanding Series A Preferred shall have the right to
                  challenge any determination by the Board of Directors of
                  fair market value pursuant to this Section 3(c), in which
                  case the determination of fair market value shall be made by
                  an independent appraiser selected jointly by the Board of
                  Directors and such holders, the cost of such appraisal to be
                  borne equally by the Corporation and such holders. If the
                  Board of Directors and such holders cannot agree on an
                  independent appraiser, each shall select an independent
                  appraiser and such two independent appraisers shall select
                  one independent appraiser to make such determination.

                  (d)      PARI PASSU LIQUIDATION PRIORITY OF SERIES A
                           PREFERRED, SERIES B PREFERRED AND SERIES C
                           PREFERRED.

                  Notwithstanding any other term or provision hereof, the
Series A Preferred, Series B Preferred and Series C Preferred shall rank on a
pari passu basis in the event of any Liquidation. If the proceeds from a
Liquidation are not sufficient to pay to the holders of the Series A
Preferred, Series B Preferred and Series C Preferred the full preference
amount set forth in paragraph 3(a)(i) of the respective Certificates of
Designation for such shares, then such holders shall instead be entitled to
receive the entire assets and funds of the Corporation legally available for
distribution, which assets and funds shall be distributed ratably among the
holders of the Series A Preferred, the Series B Preferred and the Series C
Preferred in proportion to the full amount to which each holder would
otherwise be entitled as set forth in paragraph 3(a)(i) of the respective
Certificates of Designation for such shares.

         Section 4.        CONVERSION.

         The holders of Series A Preferred have conversion rights as follows
(the "Conversion Rights"):

<PAGE>

                  (a)      RIGHT TO CONVERT.

                  Each Share of Series A Preferred shall initially be
convertible, at the option of the holder thereof, at any time on or after the
date of issuance thereof, into the number of fully paid and nonassessable
shares of Common Stock which results from dividing the Conversion Price (as
hereinafter specified) per share in effect at the time of conversion into the
per share Conversion Value in effect at the time of conversion. The initial
Conversion Price of the Series A Preferred shall be $3,150 per share, and the
Conversion Value of the Series A Preferred shall be $3,150 per share. The
initial Conversion Price of the Series A Preferred shall be subject to
adjustment from time to time as provided in Section 4(d) hereof. The
Conversion Value shall not be subject to adjustment (except in connection with
a stock split, stock dividend, combination, recapitalization or other such
adjustment). Upon conversion, all declared but unpaid dividends on the Series
A Preferred so converted shall be paid in cash, to the extent permitted by
applicable law (and if not then permitted by applicable law, at such time as
the Corporation is permitted by applicable law to pay any such dividends).

                  (b)      AUTOMATIC CONVERSION.

                  Each Share of Series A Preferred shall automatically be
converted into shares of Common Stock upon (i) the election of the holders of
at least two-thirds of the then outstanding Shares of Series A Preferred or
(ii) the closing of a firm commitment underwritten public offering of Common
Stock pursuant to an effective registration statement under the Securities Act
of 1933 in which: (A) the gross proceeds equal or exceed $75,000,000 and (B)
the aggregate market value of the Common Stock of the Corporation immediately
prior to the closing of the underwritten public offering, but assuming the
conversion of each then outstanding share of the Corporation's Preferred Stock
(and determined utilizing the offering price in such underwriting), equals or
exceeds $750,000,000 (a "Qualified Public Offering"). Upon conversion, all
declared but unpaid dividends on the Series A Preferred shall be paid in cash,
to the extent permitted by applicable law (and if not then permitted by
applicable law, at such time as the Corporation is permitted by applicable law
to pay any such dividends).

                  (c)      MECHANICS OF CONVERSION.

                  Before any holder of Series A Preferred shall be entitled to
convert the same into shares of Common Stock and to receive certificates
therefor, such holder shall surrender the certificate or certificates
therefor, duly endorsed, at the principal office of the Corporation or of any
transfer agent for the Series A Preferred, and shall 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 4(b) hereof, the outstanding Shares of Series A Preferred shall be
converted automatically without any further action by the holders of such
Shares and whether or not the certificates representing such Shares are
surrendered to the Corporation or its transfer agent; and provided further
that the Corporation shall not be obligated

<PAGE>

to issue certificates evidencing the shares of Common Stock issuable upon such
automatic conversion unless and until the certificates evidencing such Shares
of Series A Preferred are either delivered to the Corporation or its transfer
agent as provided above, or the holder notifies the Corporation or its
transfer agent that such certificates have been lost, stolen or destroyed and
executes an agreement satisfactory to the Corporation to indemnify the
Corporation from any loss incurred by it in connection with such certificates.
The Corporation shall as soon as practicable after such delivery, or after
such agreement and indemnification, issue and deliver at such office to such
holder of Series A Preferred, a certificate or certificates for the number of
shares of Common Stock to which he or she shall be entitled as aforesaid and a
check payable to the holder in the amount of any declared but unpaid dividends
payable pursuant to Section 2 hereof, if any. Such conversion shall be deemed
to have been made immediately prior to the close of business on the date of
such surrender of the Shares of Series A Preferred to be converted, or, in the
case of automatic conversion, immediately prior to the occurrence of the event
leading to such automatic conversion, and the person or persons entitled to
receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock on such date. If the Corporation fails to pay all such dividends
within twenty (20) days of the date of conversion, the holder entitled to such
dividends may elect to have the Corporation issue to such holder, in lieu of
such cash payment, additional shares of Common Stock calculated by dividing
the total amount payable on such date by the Conversion Value.

                  (d)      ADJUSTMENTS TO CONVERSION PRICE.

                           (i)      SPECIAL DEFINITIONS.

                           For purposes of this Section 4(d), the following
definitions shall apply:

                                    (1)     "OPTIONS" shall mean rights,
options or warrants to subscribe for, purchase or otherwise acquire either
Common Stock or Convertible Securities, other than the warrants issued to
National Broadcasting Company, Inc. pursuant to the Warrant Agreements,
entered into in April of 2000.

                                    (2)     "CONVERTIBLE SECURITIES" shall
mean any evidences of indebtedness, shares or other securities convertible
into or exchangeable for Common Stock.

                                    (3)     "ADDITIONAL SHARES OF COMMON
STOCK" shall mean all shares of Common Stock issued (or, pursuant to Section
4(d)(iii), deemed to be issued) by the Corporation after the Original Issue
Date, other than shares of Common Stock issued or issuable: (A) upon
conversion of Shares or any other shares of the Corporation's Preferred Stock;
(B) as a dividend or distribution on any shares of the Corporation's Preferred
Stock, including the Shares; (C) in a transaction described in Section
4(d)(vi); (D) pursuant to any stock option plan, stock purchase plan, stock
award plan or stock incentive plan of the Corporation in any amount less than
fifteen percent (15%) of the fully diluted Common Stock and the Corporation's
Preferred

<PAGE>

Stock on an as-converted basis; (E) the issuance of warrants to National
Broadcasting Company, Inc. pursuant to the Warrant Agreements, both entered
into in April of 2000, or shares of Common Stock issuable upon exercise
thereof; (F) upon the exercise or conversion of warrants or options
outstanding on the Original Issue Date; or (G) by way of dividend or other
distribution on shares of Common Stock excluded from the definition of
Additional Shares of Common Stock by the foregoing clauses (A), (B), (C), (D),
(E), (F) or this clause (G).

                                    (4) "ORIGINAL ISSUE DATE" shall mean the
date on which the first Share of Series A Preferred was issued.

                           (ii)     ADJUSTMENT OF CONVERSION PRICE RESULTING
FROM ISSUANCE OF ADDITIONAL SHARES.

                           No adjustment in the Conversion Price of the Series
A Preferred shall be made in respect of the issuance of Additional Shares of
Common Stock unless the consideration per share for an Additional Share of
Common Stock issued or deemed to be issued by the Corporation is less than the
Conversion Price for the Series A Preferred in effect on the date of, and
immediately prior to, such issue.

                           (iii)    DEEMED ISSUE OF ADDITIONAL SHARES OF
COMMON STOCK.

                           In the event the Corporation at any time or from
tim to time after the Original Issue Date shall issue any Options (other than
Options under the Corporation's Stock Option Plan that upon exercise would not
constitute Additional Shares of Common Stock) or Convertible Securities or
shall fix a record date for the determination of holders of any class of
securities entitled to receive any such 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, the exercise of
such Options and 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 or, in case such a record date shall have been fixed, as of the
close of business on such record date, provided that Additional Shares of
Common Stock shall not be deemed to have been issued unless the consideration
per share (determined pursuant to Section 4(d)(v) hereof) of such Additional
Shares of Common Stock would be less than the Conversion Price in effect on
the date of and immediately prior to such issue, or such record date, as the
case may be, and provided further that in any such case in which Additional
Shares of Common Stock are deemed to be issued:

                                    (1)     except as provided in Section
4(d)(iii)(2), 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;

<PAGE>

                                    (2)     if such Options or Convertible
Securities by their terms provide, with the passage of time or otherwise, for
any change in the consideration payable to the Corporation, or change in the
number of shares of Common Stock issuable, upon the exercise, conversion or
exchange thereof (other than under or by reason of provisions designed to
protect against dilution), the Conversion Price computed upon the original
issue thereof (or upon the occurrence of a record date with respect thereto)
and any subsequent adjustments based thereon, shall, upon any such increase or
decrease becoming effective, be recomputed to reflect such increase or
decrease insofar as it affects such Options or the rights of conversion or
exchange under such Convertible Securities; and

                                    (3)     no readjustment pursuant to clause
(2) above shall have the effect of increasing the Conversion Price to an
amount which exceeds the lower of (A) the Conversion Price on the original
adjustment date or (B) the Conversion Price that would have resulted from any
issuance of Additional Shares of Common Stock between the original adjustment
date and such readjustment date.

                           (iv)     ADJUSTMENT OF CONVERSION PRICE UPON
ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK.

                           In the event the Corporation shall issue Additional
Shares of Common Stock (including Additional Shares of Common Stock deemed to
be issued pursuant to Section 4(d)(iii)) without consideration or for a
consideration per share less than the Conversion Price in effect on the date
of and immediately prior to such issue, then and in each such event the
Conversion Price of the Series A Preferred shall be reduced to a price
(calculated to the nearest cent) determined by multiplying such Conversion
Price of the Series A Preferred by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding immediately prior to such
issue plus the number of shares of Common Stock which 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 of
the Series A Preferred, and the denominator of which shall be the number of
shares of Common Stock outstanding immediately prior to such issue plus the
number of such Additional Shares of Common Stock so issued.

                           (v)      DETERMINATION OF CONSIDERATION.

                           For purposes of this Section 4(d), the
consideration received by the Corporation for the issue of any Additional
Shares of Common Stock shall be00 computed as follows:


                                    (1)     CASH AND PROPERTY:

                                    (A) insofar as it consists of cash, such
consideration shall be computed at the aggregate amount of cash received by
the Corporation; (B) insofar as it consists of property other than cash, such
consideration shall be computed at the fair value thereof at the

<PAGE>

time of such issue, as determined by the Board of Directors in the good faith
exercise of its reasonable business judgment; and (C) in the event Additional
Shares of Common Stock are issued together with other shares or securities or
other assets of the Corporation for consideration which covers both, such
consideration shall be the proportion of such consideration so received,
computed as provided in clauses (A) and (B) above, as determined by the Board
of Directors in the good faith exercise of its reasonable business judgment.

                                    (2)     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 4(d)(iii), relating to Options and Convertible
Securities, shall be determined by dividing (A) the total amount, if 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 (B) 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.

                           (vi)     OTHER ADJUSTMENTS.

                                    (1)     SUBDIVISIONS, COMBINATIONS, OR OF
COMMON STOCK.

                                    In the event the outstanding shares of
Common Stock shall be subdivided, combined or consolidated, by stock split,
stock dividend, combination or like event, into a greater or lesser number of
shares of Common Stock, the Conversion Price of the Series A Preferred in
effect immediately prior to such subdivision, combination, consolidation or
stock dividend shall, concurrently with the effectiveness of such subdivision,
combination or consolidation, be proportionately adjusted.

                                    (2)     RECLASSIFICATIONS.

                                    In the case, at any time after the date
hereof, of any capital reorganization or any reclassification of the stock of
the Corporation (other than as a result of a stock dividend or subdivision,
split-up or combination of shares), or the consolidation or merger of the
Corporation with or into another person (other than a consolidation or merger
(A) in which the Corporation is the continuing entity and which does not
result in any change in the Common Stock or (B) which is treated as a
Liquidation pursuant to Section 3(b) above), the Shares of

<PAGE>

Series A Preferred shall, after such reorganization, reclassification,
consolidation or merger be convertible into the kind and number of shares of
stock or other securities or property of the Corporation or otherwise to which
such holder would have been entitled if immediately prior to such
reorganization, reclassification, consolidation or merger such holder had
converted his Shares of Series A Preferred into Common Stock. The provisions
of this clause 4(d)(vi)(2) shall similarly apply to successive
reorganizations, reclassifications, consolidations or mergers.

                  (e)      CERTIFICATE AS TO ADJUSTMENTS.

                  Upon the occurrence of each adjustment or readjustment of
the Conversion Price of the Series A Preferred pursuant to this Section 4, 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 like certificate setting forth (i) such adjustments and readjustments, if
any, (ii) the Conversion Price of the Series A Preferred at the time 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
the Series A Preferred.

                  (f)      STATUS OF CONVERTED STOCK.

                  In case any Shares of Series A Preferred shall be converted
pursuant to Section 4 hereof, the Shares so converted shall be returned to the
status of authorized, unissued and undesignated shares of the Corporation's
Preferred Stock, and all such shares shall no longer be governed by this
Certificate of Designation.

                  (g)      FRACTIONAL SHARES.

                  In lieu of any fractional shares in the aggregate to which
the holder of Series A Preferred would otherwise be entitled upon conversion,
the Corporation shall pay cash equal to such fraction multiplied by the fair
market value of one share of Common Stock as determined by the Board of
Directors in the good faith exercise of its reasonable business judgment.

                  (h)      MISCELLANEOUS.

                           (i)      All calculations under this Section 4
shall be made to the nearest cent or to the nearest one hundredth (1/100) of a
share, as the case may be.

                           (ii) The holders of at least 50% of the outstanding
Series A Preferred shall have the right to challenge any determination by the
Board of Directors of fair market value pursuant to this Section 4, in which
case such determination of fair market value shall be made by an independent
appraiser selected jointly by the Board of Directors and such holders, the
cost

<PAGE>

of such appraisal to be borne equally by the Corporation and such holders. If
the Board of Directors and such holders cannot agree on an independent
appraiser, each shall select an independent appraiser and such two independent
appraisers shall select one independent appraiser to make such determination.

                           (iii) No adjustment in the Conversion Price of the
Series A Preferred will be made if such adjustment would result in a change in
such Conversion Price of less than $0.01. Any adjustment of less than $0.01
which is not made shall be carried forward and shall be made at the time of
and together with any subsequent adjustment which, on a cumulative basis,
amounts to an adjustment of $0.01 or more in such Conversion Price.

                  (i)      NO IMPAIRMENT.

                  The Corporation will not through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Corporation, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 4 and in the
taking of all action as may be necessary or appropriate in order to protect
the conversion rights of the holders of Series A Preferred against impairment.

                  (j)      RESERVATION OF STOCK ISSUABLE UPON CONVERSION.

                  The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of the Shares of Series A
Preferred, such number of its shares of Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding Shares of
Series A Preferred. If at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the conversion of all
then outstanding Shares of Series A Preferred, the Corporation will take such
corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.

         Section 5.        VOTING RIGHTS.

                  (a)      GENERAL.

                  Except as otherwise required by law, by Section 5(b) hereof
or by Section 8 hereof, the holder of each Share of Series A Preferred will be
entitled to vote on all matters with the Common Stock as a single class, and
not as a separate class or series. Each Share of Series A Preferred will
entitle the holder to the number of votes per share equal to the full number
of shares of Common Stock into which each Share of Series A Preferred is
convertible on the record date for such vote. The holders of Series A
Preferred shall receive notice of and shall be

<PAGE>

entitled to attend in person or by proxy any meeting of the holders of Common
Stock.

                  (b)      VOTING FOR DIRECTORS.

                  The holders of the Series A Preferred shall otherwise also
be entitled to vote in the election of directors pursuant to the terms of
Section 5(a) above. In addition, for so long as at least 3,791,900 shares of
the Corporation's Preferred Stock remain outstanding, at any time when Michael
Jordan is not a director of the Corporation, the holders of at least a
majority of the shares of the Corporation's Preferred Stock, voting as a
single class, shall be entitled to nominate and elect one (1) director. Any
vacancy on the Board occurring because of the death, resignation or removal of
Michael Jordan or a director elected by the holders of the Corporation's
Preferred Stock, shall be filled by the vote or written consent of the holders
of a majority of the shares of the Corporation's Preferred Stock. A director
nominated and elected by the holders of the Corporation's Preferred Stock may
be removed from the Board with or without cause by the vote or consent of the
holders of the outstanding class with voting power entitled to elect him or
her in accordance with the Delaware General Corporation Law.

         Section 6.        NOTICES OF RECORD DATE.

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

         Section 7.        NOTICES.

         Any notice required by the provisions of this Certificate to be given
to the holders of Series A Preferred shall be deemed given when deposited in
the United States mail, postage prepaid, and addressed to each holder of
record at such holder's address appearing on the books of the Corporation.

         Section 8.        APPROVAL OF CERTAIN TRANSACTIONS WHILE ANY SERIES A
PREFERRED IS OUTSTANDING.

         So long as not less than 1,900 Shares of Series A Preferred are
outstanding, the Corporation shall not, without first obtaining the written
approval of the holders of at least two-thirds of the Series A Preferred then
outstanding, voting as a separate class, take any action that:

                  (a) amends, alters or repeals the Corporation's Bylaws or
Amended and

<PAGE>

Restated Certificate of Incorporation so as to adversely affect the
preferences, special rights or other powers of Shares of Series A Preferred;

                  (b)      increases or decreases the authorized number of
Shares of Series A Preferred;

                  (c) creates any new class or series of shares that has a
preference over or is on a parity with the Series A Preferred with respect to
voting, dividends or liquidation preferences (except that the Corporation may
create and issue the Series B Preferred and the Series C Preferred and may
grant voting rights to shares of a series of preferred stock which have the
right to vote with holders of Common Stock on an as-converted basis, but in
any event not in preference to Shares of Series A Preferred);

                  (d) reclassifies stock into shares having a preference over
or parity with the Series A Preferred with respect to voting, dividends or
liquidation preferences (except that the Corporation may grant voting rights
to shares of a series of preferred stock which have the right to vote with
holders of Common Stock on an as-converted basis, but in any event not in
preference to Shares of Series A Preferred);

                  (e) authorizes any dividend or other distribution (other
than a stock dividend) with respect to the Corporation's Preferred Stock or
the Common Stock (other than cash dividends payable to the holders of Series A
Preferred);

                  (f) repurchases any shares of capital stock of the
Corporation other than the purchase of Common Stock from employees acquired
pursuant to any stock option plan, stock purchase plan, stock award plan or
other incentive plan of the Corporation or the purchase of Common Stock
pursuant to contractual rights to repurchase shares of Common Stock held by
employees, directors or consultants of the Corporation or its subsidiaries
upon termination of their employment or services or pursuant to the exercise
of a contractual right of first refusal, call right or other purchase option
held by the Corporation; provided that in the event the Corporation
repurchases any such shares from one or more employees pursuant to this
Section 8(f), the aggregate value of such permitted repurchases shall not
exceed $1,000,000 (exclusive of any amount of indebtedness owed to the
Corporation by an officer or employee that is canceled or rescinded as part of
a repurchase) in any twelve (12) month period;

                  (g)      increases the number of directors of the
Corporation to greater than seven (7) persons;

                  (h) other than Options or shares purchasable on the exercise
of Options, offer Additional Shares of Common Stock at an issue price that is
less than the fair market value for such shares as of the date of issuance;

                  (i)      offer or issue any equity security that has a
preference over, more

<PAGE>

favorable terms than, or is on a parity with the Series A Preferred with
respect to voting, dividends, liquidation preferences or any other material
term or condition; provided, however, the Corporation may create and issue the
Series B Preferred and the Series C Preferred; or

                  (j) effects the consolidation or merger of the Corporation
with or into any other corporation or business entity (other than with or into
a wholly owned domestic subsidiary of the Corporation), the sale or other
transfer in a single transaction or a series of related transactions of all or
substantially all of the assets of the Corporation, or the liquidation,
dissolution, winding-up or reorganization of the Corporation.


                [Remainder of this page intentionally left blank]