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                                                                     EXHIBIT 3.2


                                    RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                               INNOVA CORPORATION



                                   ARTICLE I.

                                     Name.

         The name of the corporation is Innova Corporation.

                                  ARTICLE II.

                               Authorized Shares.

         A.       The corporation is authorized to issue five classes of
shares.  The first three classes shall be designated "Series A Preferred
Stock," "Series B Preferred Stock,"  and "Common Stock," respectively.  The
corporation is also authorized to issue a fourth class of stock, the "Series C
Senior Preferred Stock," the preferences, limitations and relative rights of
which class (or the preferences, limitations, and relative rights of any series
into which such class may be divided), the Board of Directors is hereby
expressly authorized to determine prior to issuance of shares of such class or
series; provided, however, that prior to the issuance of any series into which
such class of Preferred Stock may be divided, the terms of such issuance must
be approved by a majority of the outstanding shares of each class of Preferred
Stock of the corporation (which approval may be given by written consent
executed by such shareholders).  The corporation is also authorized to issue a
fifth class of preferred stock, the "Series D Preferred Stock," the
preferences, limitations and relative rights of which class (or the
preferences, limitations, and relative rights of any series into which such
class may be divided), the Board of Directors is hereby expressly authorized to
determine prior to issuance of shares of such class or series; provided,
however, that prior to the issuance of any series into which such class of
Preferred Stock may be divided, the terms of such issuance must be approved by
a majority of the outstanding shares of each class of Preferred Stock of the
corporation (which approval may be given by written consent executed by such
shareholders).  The aggregate number of shares of Series A Preferred Stock
authorized to be issued is 100,000,000, with a par value of $0.01 per share;
the aggregate number of shares of Series B Preferred Stock authorized to be
issued is 50,000,000 with a par value of $0.01 per share; the aggregate number
of Series C Senior Preferred Stock authorized to be issued is 35,000,000, with
a par value of $0.01 per share; the aggregate number of shares





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of Series D Preferred Stock authorized to be issued is 100,000,000, with a par
value of $0.01 per share; and the aggregate number of shares of Common Stock
authorized to be issued is 375,000,000, with a par value of $0.01 per share.
The Series A Preferred Stock shall consist of three series, having the
designations and relative preferences as follows:  (a) 20,000,000 shares of
Series A.1. Preferred Stock, having a liquidation preference of $0.5515 per
share, and consisting of all Series A Preferred Stock issued and outstanding as
of August 1, 1993 or issued with respect to such shares pursuant to paragraph 5
hereof on or before April 26, 1994; (b) 20,000,000 shares of Series A.2.
Preferred Stock, having a liquidation preference of $0.035 per share, and
consisting of all shares of Series A Preferred Stock issuable upon exercise of
warrants to purchase Series A Preferred Stock, at an initial exercise price of
$0.035 per share; and (c) 60,000,000 shares of Series A.3.  Preferred Stock,
having a liquidation preference of $0.3299 per share, and consisting of all
shares of Series A Preferred Stock other than Series A.1. Preferred Stock or
Series A.2. Preferred Stock.  The liquidation preference for the Series B
Preferred Stock shall be $.2525 per share.

         The relative rights, preferences, privileges and restrictions with
respect to each series of Series A Preferred Stock shall be identical in all
respects, except as specifically identified herein.

         B.       The rights, preferences, privileges, restrictions and other
matters relating to the Series A Preferred Stock shall be identical to those
relating to the Series B Preferred Stock, except as specifically identified
herein.  Subject to the rights of approval of the holders of a majority of the
outstanding shares of each class of Preferred Stock, as set forth in paragraph
A above, the Board of Directors is hereby expressly authorized, at any time and
from time to time, to divide the shares of Series C Senior Preferred Stock and
the shares of Series D Preferred Stock into one or more series, and in the
resolution or resolutions establishing a particular series, before issuance of
any of the shares thereof, to fix and determine the number of shares and the
designation of such series, so as to distinguish it from the shares of all
other series and classes, and to fix and determine the preferences, voting
rights, qualifications, privileges, limitations, options, conversion rights,
restrictions and other special or relative rights of such series of the
preferred stock to the fullest  extent now or hereafter permitted by the laws
of the State of Washington, including, but not limited to, the variations
between different series in the following respects:

                                    (i)  The distinctive designations of such
                           series and the number of shares which shall
                           constitute such series, which number may be
                           increased or decreased (but not below the number of
                           shares of such series thereof then outstanding) from
                           time to time by the Board of Directors;





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                                    (ii)  The annual dividend rate for such
                           series, and the date or dates from which dividends
                           shall commence to accrue;

                                    (iii)  The price or prices at which, and
                           the terms and conditions on which, the shares of
                           such series may be made redeemable;

                                    (iv)  The purchase or sinking fund
                           provisions, if any, for the purchase or redemption
                           of shares of such series;

                                    (v)  The preferential amount or amounts
                           payable on shares of such series in the event of the
                           liquidation, dissolution, or winding up of the
                           corporation;

                                    (vi)  The voting rights, if any, of shares
                           of such series;

                                    (vii)  The terms and conditions, if any,
                           upon which shares of such series may be converted
                           and the class or classes of series of shares of the
                           corporation or other securities into which such
                           shares may be converted;

                                    (viii)  The relative seniority, parity or
                           junior rank of such series as to dividends or assets
                           with respect to any other classes or series of stock
                           then or thereafter to be issued; and

                                    (ix)  Such other terms, qualifications,
                           privileges, limitations, options, restrictions and
                           special or relative rights and preferences, if any,
                           of shares of such series as the Board of Directors
                           may, at the time of such resolution or resolution,
                           lawfully fix and determine under the laws of the
                           State of Washington.

         C.       The rights, preferences, privileges, restrictions and other
matters relating to the Series A Preferred Stock, the Series B Preferred Stock,
the Series C Senior Preferred Stock and the Series D Preferred Stock (together
referred to herein as "Preferred Stock") are as follows:

         1.       Dividends.  The holders of Preferred Stock shall be entitled
to receive, when and as declared by the Board of Directors, and out of funds of
the corporation legally available for the payment of dividends, prior and in
preference to any declaration and payment of any dividend on the Common Stock
of the corporation, non-cumulative dividends as determined from time to time by
the Board of Directors.  Upon the declaration and payment of any dividend on
the Common Stock of the corporation, the holders of Preferred Stock shall be
entitled





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to receive a per share dividend (based on the number of shares of Common Stock
into which the Preferred Stock could be converted on the date such Common Stock
dividends are declared) equal to the per share dividend paid to the holders of
Common Stock.  No dividend will be declared and paid on any class of Preferred
Stock unless an equal dividend is at the same time declared and paid on each
class of Preferred Stock.

         2.       Liquidation Preferences.

                  a.       In the event of any liquidation, dissolution or
winding up of the corporation, either voluntary or involuntary, each holder of
Preferred Stock shall be entitled to receive, out of the assets or surplus
funds of the corporation, an amount for each share of Preferred Stock then held
by such holder equal to the liquidation preference for such shares of Preferred
Stock, as set forth in Article II., (appropriately adjusted for stock splits,
stock dividends, combinations, recapitalizations, reclassification, and similar
corporate rearrangements, including additional shares of Preferred Stock issued
pursuant to paragraph 5 hereof, such that the aggregate liquidation preference
of the outstanding shares of Preferred Stock held by such holder subsequent to
such action shall equal the aggregate liquidation preference of the shares of
Preferred Stock held by such holder prior to such event), and, in addition, an
amount equal to all declared but unpaid dividends on the Preferred Stock (the
"Liquidation Value"), before any payment shall be made or any assets
distributed to the holders of the Common Stock, provided, however, that the
right of holders of any class or series of Preferred Stock to receive the
Liquidation Value shall be subject to payment of the full Liquidation Value of
any class or series of Preferred Stock ranking senior thereto with respect to
such distribution.  If upon the occurrence of such event, the assets and funds
thus distributed among the holders of Preferred Stock shall be insufficient to
permit the payment to such holders of the full preferential amount aforesaid,
then the entire assets and funds of the corporation legally available for
distribution shall be allocated among the holders of the Preferred Stock
ranking on a parity with respect to such distribution such that the amount
received by each such holder bears the same relationship to the total assets
and funds available for distribution as the aggregate Liquidation Value of all
shares held by such holder bears to the aggregate Liquidation Value of all
shares of Preferred Stock outstanding and entitled to participate in such
distribution.

                  b.       After the payment or distribution to the holders of
Preferred Stock of the full preferential amount aforesaid, the holders of the
Preferred Stock and the holders of the Common Stock shall be entitled to
receive the remaining assets of the corporation in proportion to the shares of
Common Stock then held by them and the shares of Common Stock which they then
have the right to acquire upon conversion of the Preferred Stock.





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                  c.       For the purposes of this paragraph 2, (i) any
acquisition of the corporation by means of merger, consolidation,
reorganization, or other transaction in which greater than 50% of the
corporation's shares (including shares of Common Stock and shares of Preferred
Stock on an as-converted basis) are transferred or (ii) the sale of all or
substantially all of the assets of the corporation, shall be treated as a
liquidation, dissolution or winding up of the corporation and shall entitle the
Holders of Preferred Stock to receive at the Closing in cash, securities or
other property (valued as provided in subparagraph 2(d) below) amounts as
specified in subparagraphs 2(a) and 2(b) above.

                  d.       Whenever the distribution provided for in this
paragraph 2 shall be payable in securities or property other than cash, the
value of such distribution shall be the fair market value of such securities or
other property as determined in good faith by the Board of Directors.

         3.       Redemption.

                  a.       At or at any time after October 1, 1997, the
corporation shall at any time it may lawfully do so, upon not less than thirty
(30) days' written notice from holders of shares of Preferred Stock (each a
"Requesting Holder") representing greater than fifty percent of the then issued
and outstanding Preferred Stock, redeem the number of shares of Preferred Stock
requested by each such Requesting Holder by paying thereafter $.3299 for each
share of Series A Preferred Stock and $.2525 for each share of Series B
Preferred Stock redeemed (appropriately adjusted for stock splits, stock
dividends, combinations, recapitalizations, reclassification, and similar
corporate rearrangements, including additional shares of Series A Preferred
Stock or Series B Preferred Stock issued pursuant to paragraph 5 hereof) plus
the amount of all declared and unpaid dividends thereon (such total amount per
share is hereinafter referred to as the "Redemption Price" of the Preferred
Stock).  The Redemption Price shall be paid to each such Requesting Holder in
cash in three equal installments, without interest, with the first such
installment paid on the Redemption Date (as hereinafter defined) and subsequent
installments paid on each of the next two anniversaries of the Redemption Date.

                  b.       Upon receipt of such written notice from Requesting
Holders representing greater than fifty percent of the then issued and
outstanding shares of Preferred Stock, the corporation shall fix a date (the
"Redemption Date") for redemption of each such Requesting Holder's shares of
Preferred Stock, or any lesser amount requested for redemption by any such
Requesting Holder.  Not less than thirty (30) nor more than sixty (60) days
prior to the Redemption Date, written notice shall be mailed, postage prepaid,
to each Requesting Holder of record, at the post office address last shown on
the records of the corporation, to redeem such shares, specifying the
Redemption Price and the date on which such Requesting





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Holder's Conversion Rights (as hereinafter defined) as to such shares terminate
and asking each such Requesting Holder to surrender to the corporation, in the
manner and at the place designated, the certificate or certificates
representing the shares to be redeemed (such notice is-hereinafter referred to
as the "Redemption Notice").  On or before the Redemption Date, each Requesting
Holder of shares of Preferred Stock to be redeemed, unless such Requesting
Holder has exercised his right to convert the shares as provided in paragraph 5
hereof, shall surrender the certificate or certificates representing such
shares to the corporation, in the manner and at the place designated in the
Redemption Notice, and thereupon the first installment of 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.  If the Redemption Notice shall have
been duly given, from and after the Redemption Date, unless there shall have
been a default in payment of the Redemption Price, all rights of the Requesting
Holders of such shares as holders of Preferred Stock of the corporation (except
the right to receive the Redemption Price) shall cease and terminate with
respect to such shares, and such shares shall not thereafter be transferred on
the books of the corporation or be deemed to be outstanding for any purpose
whatsoever.

                  c.       If on or prior to the Redemption Date, the
corporation deposits the Redemption Price of all shares of Preferred Stock
designated for redemption in the Redemption Notice and not yet redeemed with a
bank or trust company in the State of Washington having a capital and surplus
of at least $25,000,000 as a trust fund for the benefit of the respective
Requesting Holders of the shares designated for redemption and not yet redeemed
with irrevocable instructions and authority to such bank or trust company to
pay the Redemption Price of the Preferred Stock to their respective Requesting
Holders in installments in accordance with subparagraph 3(a) above upon
surrender of their certificates, then after the date of deposit (although prior
to the Redemption Date), the shares so called shall be redeemed.  The deposit
shall constitute full payment of the shares to their Requesting Holders and
from and after the date of deposit the shares shall no longer be outstanding
and the Requesting Holders thereof shall cease to be shareholders with respect
to such shares, and shall have no rights with respect thereto, except the right
to receive from the bank or trust company payment of the Redemption Price of
the shares in installments in accordance with subparagraph 3(a) upon the
surrender of their certificates therefor, and any conversion rights which may
exist pursuant to paragraph 5 hereof.  Any monies deposited by the corporation
pursuant to this paragraph 3(c) for the redemption of shares thereafter
converted into shares of Common Stock pursuant to paragraph 5 hereof no later
than the fifth (5th) day preceding the Redemption Date shall be returned to the
corporation forthwith upon such conversion.  The balance of any monies
deposited by the corporation pursuant to this paragraph 3(c) remaining





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unclaimed at the expiration of one (1) year following the Redemption Date shall
thereafter be returned to the corporation upon its request expressed in a
resolution of its Board of Directors, after which the Requesting Holders of
shares called for redemption shall be entitled to receive payment of the
Redemption Price only from the corporation.

                  d.       The redemption rights hereinabove set forth shall
terminate upon: (i) the closing by the corporation of a firmly underwritten
public offering involving the sale of at least 25% of the issued and
outstanding shares of Common Stock, on a fully diluted basis, pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
or any successor law thereto generating net proceeds of not less than
$10,000,000 and the commencement of trading of such shares on a national
securities exchange or the National Association of Securities Dealers Automated
Quotation System (such public offering and commencement of trading being
referred to hereinafter as a "Liquidity Event"), (ii) the closing of a sale of
substantially all of the assets of the corporation or other transaction in
which the control of the corporation is transferred, or (iii) if the holders of
a majority of each class of Preferred Stock, voting separately as voting
groups, vote at a meeting duly noticed and called for this purpose to terminate
such redemption rights.

         4.       Voting Rights; Directors.

                  a.       Except as otherwise expressly provided herein or as
required by law, the holder of each share of Preferred Stock shall be entitled
to one vote for each share held on the record date for the vote or consent of
shareholders and shall have voting rights and powers equal to the voting rights
and powers of the Common Stock.  The holder of each share of Preferred Stock
shall be entitled to notice of any shareholders' meeting in accordance with the
Bylaws of the corporation and shall vote for the election of directors as set
forth below, and upon any other matter submitted to a vote of the shareholders
with the holders of the Common Stock, except those matters required by law to
be submitted to a separate vote by voting groups.  Fractional votes shall not,
however, be permitted, and any fractional shares held shall be disregarded in
computing voting rights.

                  b.       The holders of the Series A Preferred Stock shall be
entitled to elect three (3) members of the Board of Directors, the holders of
the Series B Preferred Stock shall be entitled to elect one (1) members of the
Board of Directors, and the holders of Preferred Stock and Common Stock shall
together be entitled to elect remaining members of the Board of Directors.
This subparagraph 4(b) shall expire and be of no further force or effect upon
the occurrence of a Liquidity Event.

         5.       Conversion.  Shares of Preferred Stock shall be convertible
into shares of Common Stock as described in this paragraph 5 (the "Conversion





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Rights").  The term "Common Stock Equivalents" as used herein shall mean
securities or rights convertible into or entitling the holder thereof to
receive additional shares of Common Stock.  The term "Conversion Price" as used
herein shall mean $0.2525 per share of Series A Preferred Stock and $0.2525 per
share of Series B Preferred Stock, as appropriately adjusted for stock splits,
stock dividends, combinations, recapitalizations, reclassifications, and
similar corporate rearrangements relating to the Preferred Stock, including
additional shares of Preferred Stock issued pursuant to this paragraph 5.

                  a.       Optional Conversion.  Each share of Preferred Stock
shall be convertible, at the option of the holder thereof, at any time after
the date of issuance of such share and on or prior to the fifth (5th) day prior
to the Redemption Date, if any, as may have been fixed in any Redemption
Notice, at the office of the corporation or any transfer agent for the
Preferred Stock, into one fully paid and nonassessable share of Common Stock.
In the event of a call for redemption pursuant to paragraph 3 hereof of any
shares of Preferred Stock which are convertible into Common Stock, the
Conversion Rights shall terminate as to the shares designated for redemption at
the close of business on the fifth (5th) day preceding the Redemption Date,
unless default is made in payment of the Redemption Price.

                  b.       Mandatory Conversion.  Each share of Preferred Stock
then outstanding shall automatically be converted into one fully paid and
nonassessable share of Common Stock immediately upon the occurrence of a
Liquidity Event involving an anticipated offering price to the public of not
less than four times the price per share received by the corporation with
respect to the most recent sale of shares of either Series A Preferred Stock or
Series B Preferred Stock preceding the public offering (appropriately adjusted
for stock splits, stock dividends, combinations, recapitalizations,
reclassification, and similar corporate rearrangements).  Such conversion shall
be conditioned upon the corporation paying all declared and unpaid dividends on
the Preferred Stock, to and including the date of such conversion; provided,
that the corporation may, at its option, in lieu of making full cash payment of
all such declared and unpaid dividends, make payment thereof in whole shares of
Common Stock, valued at the fair market value of the shares of Common Stock as
determined in good faith by the Board of Directors, plus cash in lieu of
fractional shares, so that the cash plus such value of such Common Stock equals
the amount of such declared and unpaid dividends.  Upon the occurrence of such
event, the outstanding shares of Preferred Stock to be converted 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, provided, however, that
the corporation shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon such conversion unless certificates
evidencing such





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shares of Preferred Stock being converted are delivered to the corporation or
any transfer agent, as provided in subparagraph 5(c).

                  c.       Mechanics of Conversion.  No fractional shares of
Common Stock shall be issued upon conversion of shares of Preferred Stock, and
any shares of Preferred Stock surrendered for conversion which would otherwise
result in a fractional share of Common Stock shall be redeemed for the fair
market value of the fractional shares of Common Stock as determined in good
faith by the Board of Directors at the time of conversion, payable as promptly
as possible whenever funds are legally available therefor.  Subject to the
provisions of subparagraph 5(b), in order to convert shares of Preferred Stock
into shares of Common Stock, the holder thereof shall surrender the certificate
or certificates therefor, duly endorsed, at the principal office of the
corporation or of any transfer agent for the Preferred Stock, and shall give
written notice to the corporation at such office that the holder elects to
convert the same and shall state therein the name or names in which the holder
wishes the certificate or certificates for shares of Common Stock to be issued;
said conversion notice shall contain such representations as may reasonably be
required by the corporation, to the effect that the shares to be received upon
conversion are not being acquired and will not be transferred in any way which
might violate then applicable laws.  The corporation shall, as soon as
practicable thereafter, issue and deliver at such office to such holder of
shares of Preferred Stock, or to its nominee or nominees, a certificate or
certificates for the number of shares of Common Stock to which it shall be
entitled as aforesaid.  Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Preferred Stock to be converted, and the person or persons entitled
to receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock on such date.

                  d.       Combinations or Consolidations of Common Stock.  In
the event the corporation at any time or from time to time effects a
subdivision or combination of its outstanding Common Stock into a greater or
lesser number of shares, then it shall simultaneously effect a proportionate
and corresponding subdivision or combination of its outstanding Preferred
Stock.

                  e.       Stock Dividends.  In the event the corporation shall
make or issue dividends or other distributions paid in additional shares of
Common Stock, or Common Stock Equivalents that are convertible or exchangeable
for Common Stock without consideration, (collectively, "Stock Dividends") then
and in each such event the corporation shall issue to each holder of shares of
Preferred Stock on the effective date of the Stock Dividend additional shares
of the same class of Preferred Stock equal to the number of shares of Common
Stock such holder would have received as a result of such Stock Dividend if
such holder's Preferred Stock had been converted to Common Stock immediately
prior to the record date





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for such Stock Dividend.  In the case of the issuance of Common Stock
Equivalents, each holder of shares of Preferred Stock shall receive additional
shares of the same class of Preferred Stock equal to the number of shares of
Common Stock into which the Common Stock Equivalents resulting from such Stock
Dividend would be convertible (as if such holder's Preferred Stock had been
converted to Common Stock immediately prior to the record date for the Stock
Dividend); provided however, that additional shares issued in respect of Common
Stock Equivalents, which Common Stock Equivalents provide, with the passage of
time or otherwise, for any decrease in the number of shares of Common Stock
issuable upon conversion or exercise thereof, or which Common Stock Equivalents
expire with the passage of time or otherwise, shall be deposited on behalf of
the holder in escrow with the corporation's independent legal counsel or other
person acceptable to both the corporation and the holder until the conversion
or exercise of such Common Stock Equivalents, at which time the corporation
shall make an appropriate adjustment, if any, to the number of additional
shares issued and the adjusted number of such shares shall be delivered to the
holder.  The holder's interest in additional shares deposited in escrow may be
transferred subject to the foregoing restriction and any other restrictions
applicable to the holder's shares generally.

                  f.       Reclassification and Reorganization.  If the Common
Stock issuable upon the conversion of the shares of Preferred Stock shall be
changed into the same or different number of shares of any class or classes of
stock, whether by capital reorganization, reclassification or otherwise (other
than a subdivision or combination of shares or stock dividend provided for
above, or a merger, or other reorganization referred to in subparagraph 2(c)
above), then and in each such event, the holder of each share of Preferred
Stock shall have the right thereafter to convert such share into the kind and
amount of shares of stock and other securities and property receivable upon
such reorganization, reclassification or other change, by holders of the number
of shares of Common Stock into which such shares of Preferred Stock might have
been converted immediately prior to such reorganization, reclassification or
change.

                  g.       Diluting Issues.  Except as otherwise provided in
this subparagraph 5(g), if the corporation sells or issues any Common Stock or
Common Stock Equivalents at a per share consideration less than the Conversion
Price for shares of the Series A Preferred Stock and/or shares of the Series B
Preferred Stock, then the corporation shall protect the Conversion Rights from
dilution by issuing to each holder of shares of Preferred Stock with a
Conversion Price greater than the per share consideration received by the
corporation on such sale or issuance ("Affected Preferred Shares") additional
shares of the same class of Preferred Stock as the Affected Preferred Shares,
as set forth below.  For the purposes of the foregoing, the per share
consideration with respect to the sale or issuance of Common Stock or Preferred
Stock shall be the price per share received





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by the corporation, prior to the payment of any expenses, commissions,
discounts and other applicable costs with respect thereto, and with respect to
Preferred Stock issued upon the conversion of a debt security and accompanied
by a warrant to purchase additional shares of Preferred Stock, shall be
calculated by treating both the issued shares of Preferred Stock and the shares
of Preferred Stock to be issued upon the exercise of such warrant as the shares
received for such consideration.  With respect to the issuance of other Common
Stock Equivalents, the per share consideration shall be determined by dividing
the maximum number of shares of Common Stock issuable with respect to such
Common Stock Equivalents (as set forth in the instrument relating thereto
without regard to any provisions contained therein for subsequent adjustment of
such number) into the aggregate consideration received by the corporation upon
the sale or issuance of such Common Stock Equivalents plus the minimum
aggregate amount of additional consideration receivable by the corporation, if
any, upon the conversion or exercise of such Common Stock Equivalents.  The
issuance of Common Stock or Common Stock Equivalents for no consideration shall
be deemed to be an issuance at a per share consideration of $.01.  In
connection with the sale or issuance of Common Stock or Common Stock
Equivalents for non-cash consideration, the amount of consideration shall be
determined on a reasonable basis by the Board of Directors of the corporation.

                           (i)      Upon each issuance of Common Stock or
Common Stock Equivalents for a per share consideration less than the Conversion
Price, the corporation shall issue to each holder of Affected Preferred Stock
additional shares of the same class of Preferred Stock such that the aggregate
number of shares of Preferred Stock held by such holder after such issuance is
equal to the number of shares of Affected Preferred Stock held by such holder
immediately prior to such issuance multiplied by a fraction:

                                        (y)  the numerator of which shall be

                  (1)      the total number of shares of Common Stock issued
         and outstanding immediately prior to such issuance (including for this
         purpose the number of shares of Common Stock to be issued upon
         conversion of outstanding Common Stock Equivalents), plus

                  (2)      the number of additional shares of Common Stock so
         issued (including shares of Common Stock to be issued upon conversion
         of Common Stock Equivalents so issued).

                                        (X)  the denominator of which shall be

                  (1)      the total number of shares of Common Stock issued
         and outstanding immediately prior to such issuance (including for this





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         purpose the number of shares of Common Stock to be issued upon
         conversion of outstanding Common Stock Equivalents), plus

                  (2)      the number of shares of Common Stock that the
         aggregate consideration received by the corporation for the Common
         Stock and Common Stock Equivalents so issued would purchase at the
         Conversion Price.

provided, however, that additional shares issued in respect of Common Stock
Equivalents, which Common Stock Equivalents provide, with the passage of time
or otherwise, for any decrease in the number of shares of Common Stock issuable
upon conversion or exercise thereof, or which Common Stock Equivalents expire
with the passage of time or otherwise, shall be deposited on behalf of the
holder in escrow with the corporation's independent legal counsel or other
person acceptable to both the corporation and the holder until the conversion
or exercise of such Common Stock Equivalents, at which time the corporation
shall make an appropriate adjustment, if any, to the number of additional
shares issued and the adjusted number of such shares shall be delivered to the
holder.  The holder's interest in additional shares deposited in escrow may be
transferred subject to the foregoing restriction and any other restrictions
applicable to the holder's shares generally.

                           (ii)     The foregoing notwithstanding, no
additional shares of Preferred Stock shall be issued under this subparagraph
5(g) (X) with respect to an issuance of Common Stock or Common Stock
Equivalents if, at any time prior to the delivery of the certificates
representing such additional shares of Preferred Stock, holders of a majority
of the issued and outstanding shares of each class of Preferred Stock agree,
either in writing or at a duly called meeting of the corporation's
shareholders, to the waiver (either retroactively or prospectively) of the
right to receive additional shares, or (Y) as a result of:

                           (aa)     the issuance of up to 37,780,095 shares of
                  Common Stock issuable upon conversion of shares of the
                  corporation's Series A Preferred Stock;

                           (bb)       The issuance of up to 11,567,734 shares
                  of Common Stock or Series A Preferred Stock issuable upon the
                  exercise of warrants issued in connection with that certain
                  Preferred Stock Purchase Agreement by and among the
                  corporation and the Investors (as defined therein) dated as
                  of October 26, 1993, as amended from time to time, and the
                  issuance of Common Stock issuable upon conversion of any of
                  such shares of Series A Preferred Stock; or





                                       12
<PAGE>   13
                           (cc)     the issuance of up to 19,309,288 shares of
                  Common Stock issuable upon conversion of shares of the
                  corporation's Series B Preferred Stock;

                           (dd)     the issuance of up to 26,838,371 shares of
                  Common Stock issuable upon conversion of shares of the
                  corporation's Series C Senior Preferred Stock consisting of
                  Series C and Series C1 Senior Preferred Stock;

                           (ee)  The issuance of up to 45,239,886 shares of
                  Common Stock or Common Stock Equivalents issuable upon the
                  exercise of warrants to purchase Common Stock or Common Stock
                  Equivalents;

                           (ff)     the issuance of shares of Common Stock or
                  Common Stock Equivalents or options to purchase shares of
                  Common Stock or Common Stock Equivalents issued or issuable
                  to employees, consultants, vendors, directors, or to other
                  persons or entities approved by the Board of Directors,
                  pursuant to any stock incentive, stock bonus, or stock
                  purchase plan, or any other arrangement approved by the Board
                  of Directors (or the exercise of any such options);

                  h.       No Impairment.  The corporation will at all times in
good faith assist in the carrying out of all the provisions of this paragraph 5
and in the taking of all such action as may be necessary or appropriate in
order to protect the Conversion Rights of the holders of the Preferred Stock
against impairment.  If any event occurs having a substantive effect similar to
a transaction described in subparagraphs (d), (e), (f) or (g) but not expressly
provided for therein (including, without limitation, the granting of stock
appreciation rights, phantom stock rights or other rights with equity
features), the corporation shall issue additional shares of Preferred Stock to
the holders thereof so as to protect their rights from dilution as if a
transaction described in the foregoing subparagraphs had occurred.

                  i.       Issuance of Shares.  Upon the occurrence of an event
requiring the issuance of additional shares of Preferred Stock pursuant to this
paragraph 5, the corporation shall record on its books, as of the date of such
event, the additional shares of Preferred Stock so issued.  As soon as
practicable after such event, the corporation shall prepare and deliver to each
holder of Preferred Stock entitled thereto, at the address appearing on the
books of the corporation, a stock certificate representing such additional
shares of Preferred Stock.

                  j.       Notices of Record Date.  In the event of (i) 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





                                       13
<PAGE>   14
distribution, or (ii) any reclassification or recapitalization of the capital
stock of the corporation, any merger or consolidation of the corporation, or
any transfer of all or substantially all of the assets of the corporation to
any other corporation, entity, or person, or any voluntary or involuntary
dissolution, liquidation, or winding up of the corporation, the corporation
shall mail to each holder of Preferred Stock at least thirty (30) days prior to
the record date specified therein, a notice specifying (A) the date on which
any such record is to be taken for the purpose of such dividend or distribution
and a description of such dividend or distribution, (B) the date on which any
such reorganization, reclassification, transfer, consolidation, merger,
dissolution, liquidation, or winding up is expected to become effective, and
(C) the time, if any, that is to be fixed, as to when the holders of record of
Common Stock (or other securities) shall be entitled to exchange their shares
of Common Stock (or other securities) for securities or other property
deliverable upon such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation, or winding up.

                  k.       Reservation of Stock Issuable Upon Conversion.  The
corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
conversion of the shares of Preferred Stock such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of Preferred Stock, 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.

                  l.       Notices.  Any notice required by the provisions of
this paragraph 5 to be given to a holder of record of shares of Preferred Stock
shall be deemed given if deposited in the United States mail, postage prepaid,
and addressed to such holder of record at the address appearing on the books of
the corporation, or if sent by telephone facsimile transmission to the
attention of such holder at a facsimile number provided to the corporation by
such holder.

                  m.       Payment of Taxes.  The corporation will pay all
taxes and other governmental charges that may be imposed in respect of the
issue or delivery of shares of Common Stock upon conversion of shares of
Preferred Stock, including, without limitation, any tax or other charge imposed
in connection with any transfer involved in the issue and delivery of shares of
Common Stock in a name other than that in which the shares of Preferred Stock
so converted were registered.

         6.       Covenants.





                                       14
<PAGE>   15
                  a.       So long as at least ten percent (10%) of the
authorized shares (appropriately adjusted for stock splits, stock dividends,
combinations, recapitalizations, reclassification, and similar corporate
rearrangements) of any class of Preferred Stock remain outstanding, the
corporation shall not, and shall not permit any Subsidiary to, without approval
by the holders of a majority of the then outstanding shares of Preferred Stock
voting as a single voting group or, if otherwise required by law or if the
proposed corporate action would violate the terms of purchase agreement(s),
option agreement(s) or other transaction documents between the corporation and
Bachow Investment Partners III, L.P., Paul S. Bachow Co-Investment Fund, L.P.
and/or Paul S. Bachow, or nominee(s), (collectively "Bachow Agreements"),
without approval by the holders of a majority of shares of each class of
Preferred Stock voting as a separate voting group:

                           (i)      Purchase, redeem, or otherwise acquire (or
pay into or set aside for a sinking fund for such purpose) any of the Common
Stock (except repurchases of shares from former employees pursuant to
repurchase rights of the corporation granted in connection with the issuance of
such shares) or pay any dividend, or make any distribution, on any of the
Common Stock (other than a dividend payable solely in Common Stock);

                           (ii)     Authorize or issue, or obligate itself to
issue, any other equity security (including any security convertible into or
exercisable for any equity security);

                           (iii)  Effect any sale, lease, assignment, transfer,
or other conveyance of all or a substantial portion of the assets of the
corporation (or any Subsidiary if such conveyance would involve a substantial
portion of the assets of the corporation and its Subsidiaries considered as one
enterprise), or any consolidation or merger involving the corporation or any of
its Subsidiaries (except that a Subsidiary may be consolidated or merged with
another Subsidiary or with the corporation), or any reclassification or other
change of any stock, or any recapitalization or any dissolution, liquidation,
or winding up, of the corporation or, unless the obligations of the corporation
under the agreement are expressly conditioned upon the requisite approval of
the holders of the Preferred Stock, make any agreement or become obligated so
to do;

                           (iv)     Permit any subsidiary to issue or sell, or
obligate itself to issue or sell, except to the corporation, or any wholly
owned Subsidiary, any stock of such Subsidiary;

                           (v)      Increase or decrease (other than by
permitted redemption or conversion) the total number of authorized shares of
Preferred Stock or Common Stock; or





                                       15
<PAGE>   16
                           (vi)     Take any action which would be deemed to be
a dividend payment pursuant to the United States Internal Revenue Code, as
amended.

                  b.       Amendment of Bylaws.  The corporation shall not
amend its Bylaws to change any provision thereof which implements the terms of
the Bachow Agreements, including but not limited to provisions regarding the
minimum number or percentage of directors required to approve certain actions,
without the unanimous approval of such amendments by all directors then serving
on the Board of Directors and the approval of such amendments by the holders of
a majority of shares of each class of Preferred Stock voting as a separate
voting group.

         7.       Reissuance.  No shares of Preferred Stock acquired by the
corporation by reason of redemption, purchase, conversion, or otherwise, shall
be reissued, and all such shares shall be canceled, retired, and eliminated
from the shares which the corporation shall be authorized to issue.

         D.       The relative rights, preferences, powers, qualifications,
limitations and restrictions granted to or imposed upon the Series C Senior
Preferred Stock or the holders thereof are as follows:

         1.       Designation; Number of Shares.  The designation of the
Preferred Stock authorized by this resolution shall be "Series C Senior
Preferred Stock," and the number of shares of Series C Senior Preferred Stock
authorized hereby shall be 17,000,000.

         2.       Dividends.  The holders of Series C Senior Preferred Stock
shall have identical dividend rights to those relating to the Series A and
Series B Preferred Stock.

         3.       Liquidation Preferences.  (a) In the event of any
liquidation, dissolution or winding up of the corporation, either voluntary or
involuntary, each holder of Series C Senior Preferred Stock shall be entitled
to receive, out of the assets or surplus funds of the corporation, an amount
for each share of Series C Senior Preferred Stock then held by such holder
equal to $.2653 per share (appropriately adjusted for stock splits, stock
dividends, combinations, recapitalization, reclassification, and similar
corporate rearrangements, including additional shares of Series C Senior
Preferred Stock issued pursuant to paragraph 6 hereof), and in addition, an
amount equal to all declared but unpaid dividends on the Series C Senior
Preferred Stock (the "Series C Liquidation Value"), before any payment shall be
made or any assets distributed to the holders of Series A Preferred Stock,
Series B Preferred Stock or Common Stock. If upon the occurrence of such event,
the assets and funds thus distributed among the holders of Series C Senior
Preferred Stock shall be insufficient to permit the payment to such holders





                                       16
<PAGE>   17
of the full preferential amount aforesaid, then the entire assets and funds of
the corporation legally available for distribution shall be allocated among the
holders of the Series C Senior Preferred Stock such that the amount received by
each such holder bears the same relationship to the total assets and funds
available for distribution as the aggregate Series C Liquidation Value of all
shares held by such holder bears to the aggregate Series C Liquidation Value of
all shares of Series C Senior Preferred Stock outstanding.

                  (b)  After the payment or distribution to the holders of
Series C Senior Preferred Stock of the full preferential amount aforesaid, and
any amount required to be paid holders of Series A and B Preferred Stock
pursuant to the Articles of Incorporation, the holders of preferred stock and
the holders of the Common Stock shall be entitled to receive the remaining
assets of the Company in proportion to the shares of Common Stock then held by
them and the shares of Common Stock which they then have the right to acquire
upon conversion of the preferred stock.

                  (c)  For the purposes of this Paragraph 3, (i) any
acquisition of the corporation by means of merger, consolidation,
reorganization, or other transaction in which greater than 50% of the
corporation's shares (including shares of Common Stock and shares of preferred
stock on an as-converted basis) are transferred or (ii) the sale of all or
substantially all of the assets of the corporation, shall be treated as a
liquidation, dissolution or winding up of the corporation and shall entitle the
holders of preferred stock to receive at the Closing in cash, securities or
other property (valued as provided in subparagraph 3(d) below), amounts as
specified in subparagraphs 3(a) and (b) above.

                  (d)  Whenever the distribution provided for in this paragraph
3 shall be payable in securities or property other than cash, the value of such
distribution shall be the fair market value of such securities or other
property as determined in good faith by the Board of Directors.

         4.       Redemption.  The holders of Series C Senior Preferred Stock
shall have identical redemption rights to those relating to the Series A and
Series B Preferred Stock, except that the "Redemption Price" for each share of
Series C Senior Preferred

Stock shall be $.2653 for each share redeemed (appropriately adjusted for stock
splits, stock dividends, combinations, recapitalizations, reclassification, and
similar corporate rearrangements, including additional shares of Series C
Senior Preferred Stock issued pursuant to paragraph 6 hereof) plus the amount
of all declared and unpaid dividends thereon.

         5.       Voting Rights.  Except as required by law, the holder of each
share of Series C Senior Preferred Stock shall be entitled to one vote for each
share held on





                                       17
<PAGE>   18
the record date for the vote or consent of shareholders and shall have voting
rights and powers equal to the voting rights and powers of the Common Stock.
The holder of each share of Series C Senior Preferred Stock shall be entitled
to notice of any shareholders' meeting in accordance with the Bylaws of the
corporation, and shall vote on all matters submitted to a vote of the
shareholders with the holders of the Common Stock, except those matters
required by law to be submitted to a separate vote by voting groups.
Fractional votes shall not, however, be permitted, and any fractional shares
held shall be disregarded in computing voting rights.

         6.       Conversion.  The holders of Series C Senior Preferred Stock
shall have identical rights to those relating to the Series A and Series B
Preferred Stock as set forth in Article II, paragraph C, section 5 of the
corporation's Articles of Incorporation, except that the "Conversion Price" of
the Series C Senior Preferred Stock shall mean $.2653 per share, as
appropriately adjusted for stock splits, stock dividends, combinations,
recapitalizations, reclassification, and similar corporate rearrangements
relating to the Series C Senior Preferred Stock, including additional shares of
Series C Senior Preferred Stock issued pursuant to this paragraph 6.

         7.       Covenants.  The holders of Series C Senior Preferred Stock
shall have identical rights to those relating to the Series A and B Preferred
Stock as are set forth in Article II, paragraph C, section 6 of the
corporation's Articles.

         E.       The relative rights, preferences, powers, qualifications,
limitations and restrictions granted to or imposed upon the Series C1 Senior
Preferred Stock or the holders thereof are as follows:

         1.       Designation; Number of Shares.  The designation of the
Preferred Stock authorized by this resolution shall be "Series C1 Senior
Preferred Stock," and the number of shares of Series C1 Senior Preferred Stock
authorized hereby shall be 15,000,000.

         2.       Dividends.  The holders of Series C1 Senior Preferred Stock
shall have identical dividend rights to those relating to the Series A and
Series B Preferred Stock and Series C Senior Preferred Stock.

         3.       Liquidation Preferences.  (a)  The holders of Series C1
Senior Preferred Stock shall have identical liquidation preferences to those
relating to the Series C Senior Preferred Stock and shall share in the assets
and funds of the corporation on a pro rata basis with the holders of Series C
Senior Preferred Stock if the assets and funds of the corporation following the
event of liquidation, dissolution or winding up of the corporation are
insufficient to permit the payment to such holders of the full preferential
amount due each pursuant to the aforesaid preferences.





                                       18
<PAGE>   19
                  (b)  After the payment or distribution to the holders of
Series C and Series C1 Senior Preferred Stock of the full preferential amount
aforesaid, and any amount required to be paid holders of Series A and B
Preferred Stock pursuant to the Articles of Incorporation, the holders of
preferred stock and the holders of the Common Stock shall be entitled to
receive the remaining assets of the Company in proportion to the shares of
Common Stock then held by them and the shares of Common Stock which they then
have the right to acquire upon conversion of the preferred stock.

                  (c)  For the purposes of this Paragraph 3, (i) any
acquisition of the corporation by means of merger, consolidation,
reorganization, or other transaction in which greater than 50% of the
corporation's shares (including shares of Common Stock and shares of preferred
stock on an as-converted basis) are transferred or (ii) the sale of all or
substantially all of the assets of the corporation, shall be treated as a
liquidation, dissolution or winding up of the corporation and shall entitle the
holders of preferred stock to receive at the Closing in cash, securities or
other property (valued as provided in subparagraph 3(d) below), amounts as
specified in subparagraphs 3(a) and (b) above.

                  (d)  Whenever the distribution provided for in this paragraph
3 shall be payable in securities or property other than cash, the value of such
distribution shall be the fair market value of such securities or other
property as determined in good faith by the Board of Directors.

         4.       Redemption.  The holders of Series C1 Senior Preferred Stock
shall have identical redemption rights to those relating to the Series C
Preferred Stock.  The "Redemption Price" for each share of Series C1 Senior
Preferred Stock shall be $.2653 for each share redeemed (appropriately adjusted
for stock splits, stock dividends, combinations, recapitalizations,
reclassification, and similar corporate rearrangements, including additional
shares of Series C1 Senior Preferred Stock issued pursuant to paragraph 6
hereof) plus the amount of all declared and unpaid dividends thereon.

         5.       Voting Rights.  Except as required by law, the holder of each
share of Series C1 Senior Preferred Stock shall be entitled to one vote for
each share held on the record date for the vote or consent of shareholders and
shall have voting rights and powers equal to the voting rights and powers of
the Common Stock.  The holder of each share of Series C1 Senior Preferred Stock
shall be entitled to notice of any shareholders' meeting in accordance with the
Bylaws of the corporation, and shall vote on all matters submitted to a vote of
the shareholders with the holders of the Common Stock, except those matters
required by law to be submitted to a separate vote by voting groups.
Fractional votes shall not, however, be permitted, and any fractional shares
held shall be disregarded in computing voting rights.





                                       19
<PAGE>   20
         6.       Conversion.  The holders of Series C1 Senior Preferred Stock
shall have identical rights to those relating to the Series C Senior Preferred
Stock as set forth in the Certificate of Designation for such Series C Senior
Preferred Stock.  The "Conversion Price" of the Series C1 Senior Preferred
Stock shall mean $.2653 per share, as appropriately adjusted for stock splits,
stock dividends, combinations, recapitalizations, reclassification, and similar
corporate rearrangements relating to the Series C1 Senior Preferred Stock,
including additional shares of Series C1 Senior Preferred Stock issued pursuant
to this paragraph 6.

         7.       Covenants.  The holders of Series C1 Senior Preferred Stock
shall have identical rights to those relating to the Series C Senior Preferred
Stock as are set forth in the Certificate of Designation for such Series C
Senior Preferred Stock.

                                  ARTICLE III.

                                   Directors.

         Subject to the provisions of Article II hereof, the number of
directors of the corporation and the manner in which such directors are to be
elected shall be as set forth in the Bylaws.

                                  ARTICLE IV.

                              Shareholder Rights.

         A.       No Preemptive Rights.  Shareholders of the corporation shall
have no statutory or contractual preemptive rights to acquire additional shares
issued by the corporation except as set forth in the Bachow Agreements or as
otherwise approved by the holders of a majority of shares of each class of
Preferred Stock voting as a separate voting group.

         B.       No Cumulative Voting.  In any election for directors of the
corporation, a holder of shares of any class or series of stock then entitled
to vote has the right to vote in person or by proxy the number of shares of
stock held thereby for as many persons as there are directors to be elected.
No cumulative voting for directors shall be permitted.

         C.       Vote Required for Merger, Share Exchange, Sale of Assets and
Dissolution.  The approval of any plan of merger, plan of share exchange, sale,
lease, exchange or other disposition of all, or substantially all, of the
corporation's property otherwise than in the usual and regular course of
business, or proposal to dissolve, shall require the affirmative vote of the
holders of not less than a majority of all outstanding shares of capital stock
of the corporation entitled to vote generally in the election of directors of
the corporation.





                                       20
<PAGE>   21
         D.       Purchase Offers.  If an offer is made by a person or entity
to purchase stock, directly or indirectly, from one or more shareholders of the
corporation, after which the offeror and its affiliates would directly or
indirectly hold or control (including by proxy) 49% or more of the value or
voting rights of the corporation, the offer can only be accepted if (i) it is
for 100% of the value or voting rights of the corporation and is made to all
shareholders of the corporation or (ii) it is approved by the holders of a
majority of shares of each class of Preferred Stock voting as a separate voting
group.

         E.       Rights of First Refusal.

         1.       If a shareholder (a "Selling Shareholder") desires to sell
any of his or her shares of stock of the corporation, regardless of class or
series, to a non-shareholder or to a shareholder who directly or indirectly
would, as a result of such purchase, hold more than 15% of the value or voting
rights of the corporation, no sale of such shares shall be made without such
Selling Shareholder first giving written notice (a "Notice") to the corporation
that such Selling Shareholder plans to sell or has received and proposes to
accept a bona fide offer to transfer, sell, or assign a designated number of
such shares, stating the name and the address of the proposed buyer or
transferee and the proposed purchase price per share and terms of payment.  The
corporation shall send one copy of such Notice to each shareholder within five
(5) days of receiving such Notice.  The corporation and the other shareholders
shall have the first right to purchase collectively all, but not less than all,
of the shares that such Selling Shareholder intends to sell, at the price per
share, upon the payment terms designated in the Notice, within 90 days of
receipt of the Notice, provided that the corporation and/or such shareholders
electing to exercise their first right of refusal notify such Selling
Shareholder of their intention to purchase such shares within 45 days after
receipt of the Notice from such Selling Shareholder.  In the event that the
shares designated in the Notice are not elected to be purchased, then such
Selling Shareholder may sell the shares referred to in the Notice not purchased
by.the corporation or the other shareholders to the proposed buyer, providing
such sale (i) shall be completed within ninety (90) days after the expiration
of the right to elect to purchase such shares, and (ii) shall be made at a
price not less than the proposed price designated in the Notice and upon terms
no more favorable to the buyer than the terms designated in the Notice.  If
such shares are not so sold, the Selling Shareholder must give notice in
accordance with this paragraph prior to any other or subsequent sale of such
shares.  If both the corporation and the other shareholders desire to purchase
such shares, the other shareholders may purchase the number of shares they
desire to purchase and the corporation may purchase the remaining shares, if
any.  If the total number of shares which the other shareholders wish to
purchase exceeds the available number of shares, each shareholder shall have
the right to purchase up to that fraction of the available shares the numerator
of which is the number of shares owned by the particular





                                       21
<PAGE>   22
shareholder and the denominator of which is the number of shares owned by all
shareholders who wish to purchase.

         2.       Notwithstanding the foregoing: an individual shareholder may
transfer shares to a member of his or her Immediate Family by gift or to a
trust established for the benefit of a member or members of his or her
Immediate Family; an entity shareholder may transfer shares to any entity
directly or indirectly controlling, controlled by or under common control with
such shareholder; and a partnership shareholder may transfer shares to any
partner in such shareholder.  "Immediate Family" means any spouse, child,
grandchild, brother or sister of an individual shareholder.

         3.       The corporation shall place an appropriate legend on the
certificates for shares held by shareholders advising of the terms of this
Right of First Refusal.

         4.       The restrictions on transfer of shares set forth herein shall
terminate upon (i) the occurrence of a Liquidity Event, (ii) the dissolution or
bankruptcy of the corporation, (iii) the closing of a sale of all or
substantially all of the assets of the corporation in which control of the
corporation is transferred or (iv) approval of such termination by the holders
of a majority of shares of each class of Preferred Stock voting as a separate
voting group.

                                   ARTICLE V.

                   Indemnification and Liability of Officers,
                        Directors, Employees and Agents.

         A.       Indemnification.  The corporation shall indemnify, in the
manner and to the full extent permitted by law, any person (or the estate of
any person) who was or is a party to, or is threatened to be made a party to
any threatened, pending or complete action, suit or proceeding, whether or not
by or in the right of the corporation, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise.  The corporation may, to the full extent permitted by law,
purchase and maintain insurance on behalf of any such person against any
liability which may be asserted against such person.  To the full extent
permitted by law, the indemnification provided herein shall include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
and, in the manner provided by law, any such expenses may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding.  The indemnification provided herein shall not be deemed to limit
the right of the corporation to indemnify any other person for any such
expenses to the





                                       22
<PAGE>   23
full extent permitted by law, nor shall it be deemed exclusive of any other
rights to which any person seeking indemnification from the corporation may be
entitled under any agreement, vote of shareholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

         B.       Limitation on Liability of Directors.  No director of the
corporation shall be personally liable to the corporation or its shareholders
for monetary damages for his conduct as a director, except for (i) acts or
omissions that involve intentional misconduct or a knowing violation of law by
the director, (ii) approval of distributions or loans in violation of RCW
23B.08.310, or (iii) any transaction from which the director will personally
receive a benefit in money, property or services to which the director is not
legally entitled.  If the Washington Business Corporation Act is hereafter
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Washington Business Corporation Act, as so amended.  Any amendment to or
repeal of this Article shall not adversely affect any right or protection of a
director of the corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.

                                  ARTICLE VI.

                              Executive Committee

         If no Liquidity Event has occurred by May 20, 1998, an executive
committee (the "Executive Committee") shall be formed comprised of then members
of the Board of Directors, excluding (a) management, (b) management designees
and (c) family members or individuals having a business or professional
relationship with the corporation, management or any management designees.  The
Executive Committee shall, by majority vote of its members have all he right
and authority of the Board of Directors to manage the sale process of the
corporation, whether by merger, sale of assets or otherwise.  The Executive
Committee is not being created as a committee of the Board of Directors but
rather as an independent body pursuant to Section 23B.08.010 of the Washington
Business Corporation Act; accordingly, the Executive Committee shall have
exclusive authority for the matters described in the preceding sentence and the
Board of Directors shall have no authority for such matters.





                                       23
<PAGE>   24
                                  ARTICLE VII.

                             Amendment of Articles.

         These Articles of Incorporation may be amended with the approval of
each voting group entitled to vote separately thereon by a majority of all
votes entitled to be cast by that voting group.  The holders of the outstanding
shares of a class are entitled to vote as a separate voting group on a proposed
amendment to these Articles of Incorporation if the amendment would:

         A.       Increase of decrease the aggregate number of authorized
shares of the class;

         B.       Effect an exchange or reclassification of all or part of the
shares of the class into shares of another class;

         C.       Effect an exchange or reclassification, or crease the right
of exchange, of all or part of the shares of another class into shares of the
class;

         D.       Change the designation, rights, preferences, or limitations
of all or part of the shares of the class;

         E.       Change the shares of all or part of the class into a
different number of shares of the same class;

         F.       Create a new class of shares having rights or preferences
with respect to distributions or to dissolution that are prior, superior, or
substantially equal to the shares of the class;

         G.       Increase the rights, preferences, or number of authorized
shares of any class that, after giving effect to the amendment, have rights or
preferences with respect to distributions or to dissolution that are prior,
superior, or substantially equal to the shares of the class;

         H.       Limit or deny an existing preemptive right of all or part of
the shares of the class; or

         I.       Cancel or otherwise affect rights to distributions or
dividends that have accumulated but not yet been declared on all or part of the
shares of the class.

         To the fullest extent permitted by law, the corporation additionally
shall not amend these Articles of Incorporation to change Article V, this
Article VII or any provision hereof which implements the terms of any of the
Bachow Agreements





                                       24
<PAGE>   25
without the approval of such amendments by the holders of a majority of shares
of each class of Preferred Stock voting as a separate voting group.

         DATED:  April 9, 1996.




                                       /s/ JOHN HEMINGWAY
                                       ---------------------------------
                                       John M. Hemingway, Chief Financial
                                       Officer and Secretary





                                       25
<PAGE>   26
                               INNOVA CORPORATION

         CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
         OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND
         QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF



Pursuant to Section 23B.06.020 of the Business Corporation Act of the State of
Washington



INNOVA CORPORATION (the "corporation"), a corporation organized and existing
under the Business Corporation Act of the State of Washington, hereby certifies
that, pursuant to the provisions of Section 23B.06.020 of the Business
Corporation Act of the State of Washington, its Board of Directors, at a
meeting duly called and held on April 25, 1996, adopted the following
resolution, which resolution remains in full force and effect as of the date
hereof:

WHEREAS, the Board of Directors of the corporation is authorized, within the
limitations and restrictions stated in the Restated Articles of Incorporation
to fix by resolution or resolutions the designation of one or more series of
preferred stock and the powers, preferences and relative participating,
optional or other special rights and qualifications, limitations or
restrictions thereof, including, without limiting the generality of the
foregoing, such provisions as may be desired concerning voting, redemption,
dividends, dissolution or the distribution of assets, conversion or exchange,
and such other subjects or matters as may be fixed by resolution or resolutions
of the Board of Directors under the Business Corporation Act of Washington; and

WHEREAS, it is the desire of the Board of Directors of the corporation,
pursuant to its authority as aforesaid, to authorize and fix the terms of a
series of preferred stock to be designated the Series D Senior Preferred Stock
of the corporation and the number of shares constituting such series;

NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized such series of
Series D Senior Preferred Stock on the terms and with the provisions herein set
forth:





                                       26
<PAGE>   27
                       TERMS, PREFERENCES AND LIMITATIONS

                                       of

                        SERIES D SENIOR PREFERRED STOCK

                                       of

                               INNOVA CORPORATION

The relative rights, preferences, powers, qualifications, limitations and
restrictions granted to or imposed upon the Series D Senior Preferred Stock or
the holders thereof are as follows:

         1.  Designation; Number of Shares.  The designation of the Preferred
Stock authorized by this resolution shall be "Series D Senior Preferred Stock,"
and the number of shares of Series D Senior Preferred Stock authorized hereby
shall be 100,000,000.

         2.  Dividends.  The holders of Series D Senior Preferred Stock shall
have identical dividend rights to those relating to the Series A and Series B
Preferred Stock and Series C Senior Preferred Stock.

         3.  Liquidation Preferences.

                 (a)      The holders of Series D Senior Preferred Stock shall
have identical liquidation preferences to those relating to the Series C and
Series C1 Senior Preferred Stock and shall share in the assets and funds of the
corporation on a pro rata basis with the holders of Series C and Series C1
Senior Preferred Stock if the assets and funds of the corporation following the
event of liquidation, dissolution or winding up of the corporation are
insufficient to permit the payment to such holders of the full preferential
amount due each pursuant to the aforesaid preferences.

                 (b)  After the payment or distribution to the holders of
Series D, Series C and Series C1 Senior Preferred Stock of the full
preferential amount aforesaid, and any amount required to be paid holders of
Series A and B Preferred Stock pursuant to the Articles of Incorporation, the
holders of preferred stock and the holders of the Common Stock shall be
entitled to receive the remaining assets of the Company in proportion to the
shares of Common Stock then held by them and the shares of Common Stock which
they then have the right to acquire upon conversion of the preferred stock.

                 (c)  For the purposes of this Paragraph 3, (i) any acquisition
of the corporation by means of merger, consolidation, reorganization, or other
transaction





                                       27
<PAGE>   28
in which greater than 50% of the corporation's shares (including shares of
Common Stock and shares of preferred stock on an as-converted basis) are
transferred or (ii) the sale of all or substantially all of the assets of the
corporation, shall be treated as a liquidation, dissolution or winding up of
the corporation and shall entitle the holders of preferred stock to receive at
the Closing in cash, securities or other property (valued as provided in
subparagraph 3(d) below), amounts as specified in subparagraphs 3(a) and (b)
above.

                 (d)  Whenever the distribution provided for in this paragraph
3 shall be payable in securities or property other than cash, the value of such
distribution shall be the fair market value of such securities or other
property as determined in good faith by the Board of Directors.

         4.  Redemption.  The holders of Series D Senior Preferred Stock shall
have identical redemption rights to those relating to the Series C and C1
Preferred Stock.  The "Redemption Price" for each share of Series D Senior
Preferred Stock shall be $.1345 for each share redeemed (appropriately adjusted
for stock splits, stock dividends, combinations, recapitalizations,
reclassification, and similar corporate rearrangements, including additional
shares of Series D Senior Preferred Stock issued pursuant to paragraph 6
hereof) plus the amount of all declared and unpaid dividends thereon.

         5.  Voting Rights.  Except as required by law, the holder of each
share of Series D Senior Preferred Stock shall be entitled to one vote for each
share held on the record date for the vote or consent of shareholders and shall
have voting rights and powers equal to the voting rights and powers of the
Common Stock.  The holder of each share of Series D Senior Preferred Stock
shall be entitled to notice of any shareholders' meeting in accordance with the
Bylaws of the corporation, and shall vote on all matters submitted to a vote of
the shareholders with the holders of the Common Stock, except those matters
required by law to be submitted to a separate vote by voting groups.
Fractional votes shall not, however, be permitted, and any fractional shares
held shall be disregarded in computing voting rights.

         6.  Conversion.  The holders of Series D Senior Preferred Stock shall
have identical rights to those relating to the Series C Senior Preferred Stock
as set forth in the Certificate of Designation for such Series C Senior
Preferred Stock.  The "Conversion Price" of the Series D Senior Preferred Stock
shall mean $.1345 per share, as appropriately adjusted for stock splits, stock
dividends, combinations, recapitalizations, reclassification, and similar
corporate rearrangements relating to the Series D Senior Preferred Stock,
including additional shares of Series D Senior Preferred Stock issued pursuant
to this paragraph 6.

         7.  Covenants.  The holders of Series D Senior Preferred Stock shall
have identical rights to those relating to the Series C Senior Preferred Stock
as are set forth in the Certificate of Designation for such Series C Senior
Preferred Stock.





                                       28
<PAGE>   29
IN WITNESS WHEREOF, Innova Corporation caused this Certificate to be signed by
its Secretary on this 25th day of April, 1996.



                                       /s/ JOHN M. HEMINGWAY
                                       ----------------------------------
                                       John M. Hemingway, Secretary





                                       29
<PAGE>   30
                             ARTICLES OF AMENDMENT
                                       OF
                               INNOVA CORPORATION

         Pursuant to RCW 23B.10.060, the undersigned corporation adopts the
following Articles of Amendment to its Restated Articles of Incorporation:

         1.      The name of the corporation is Innova Corporation

         2.      Article II, Paragraph A., of the Restated Articles of
Incorporation of the corporation is amended to read in its entirety as follows:

                 A.       The corporation is authorized to issue six classes of
         shares.  The first three classes shall be designated "Series A
         Preferred Stock," "Series B Preferred Stock,"  and "Common Stock,"
         respectively.  The corporation is also authorized to issue a fourth
         class of stock, the "Series C Senior Preferred Stock," the
         preferences, limitations and relative rights of which class (or the
         preferences, limitations, and relative rights of any series into which
         such class may be divided), the Board of Directors is hereby expressly
         authorized to determine prior to issuance of shares of such class or
         series; provided, however, that prior to the issuance of any series
         into which such class of Preferred Stock may be divided, the terms of
         such issuance must be approved by a majority of the outstanding shares
         of each class of Preferred Stock of the corporation (which approval
         may be given by written consent executed by such shareholders).  The
         corporation is also authorized to issue a fifth class of stock, the
         "Series D Preferred Stock," the preferences, limitations and relative
         rights of which class (or the preferences, limitations, and relative
         rights of any series into which such class may be divided), the Board
         of Directors is hereby expressly authorized to determine prior to
         issuance of shares of such class or series; provided, however, that
         prior to the issuance of any series into which such class of Preferred
         Stock may be divided, the terms of such issuance must be approved by a
         majority of the outstanding shares of each class of Preferred Stock of
         the corporation (which approval may be given by written consent
         executed by such shareholders).  The corporation is also authorized to
         issue a sixth class of stock, the "Series E Preferred Stock," the
         preferences, limitations and relative rights of which class (or the
         preferences, limitations, and relative rights of any series into which
         such class may be divided), the Board of Directors is hereby expressly
         authorized to determine prior to issuance of shares of such class or
         series; provided, however, that prior to the issuance of any series
         into which such class of Preferred Stock may be divided, the terms of
         such issuance must be approved by a majority of the outstanding shares
         of each class of Preferred Stock of the corporation (which approval
         may be given by written consent executed by such shareholders).  The
         aggregate number of shares of Series A Preferred Stock authorized to
         be issued is 100,000,000,





                                       30
<PAGE>   31
         with a par value of $0.01 per share; the aggregate number of shares of
         Series B Preferred Stock authorized to be issued is 50,000,000 with a
         par value of $0.01 per share; the aggregate number of Series C Senior
         Preferred Stock authorized to be issued is 35,000,000, with a par
         value of $0.01 per share; the aggregate number of shares of Series D
         Preferred Stock authorized to be issued is 100,000,000, with a par
         value of $0.01 per share; the aggregate number of shares of Series E
         Preferred Stock authorized to be issued is 24,000,000, with a par
         value of $0.01 per share; and the aggregate number of shares of Common
         Stock authorized to be issued is 375,000,000, with a par value of
         $0.01 per share.  The Series A Preferred Stock shall consist of three
         series, having the designations and relative preferences as follows:
         (a) 20,000,000 shares of Series A.1. Preferred Stock, having a
         liquidation preference of $0.5515 per share, and consisting of all
         Series A Preferred Stock issued and outstanding as of August 1, 1993
         or issued with respect to such shares pursuant to paragraph 5 hereof
         on or before April 26, 1994; (b) 20,000,000 shares of Series A.2.
         Preferred Stock, having a liquidation preference of $0.035 per share,
         and consisting of all shares of Series A Preferred Stock issuable upon
         exercise of warrants to purchase Series A Preferred Stock, at an
         initial exercise price of $0.035 per share; and (c) 60,000,000 shares
         of Series A.3. Preferred Stock, having a liquidation preference of
         $0.3299 per share, and consisting of all shares of Series A Preferred
         Stock other than Series A.1.  Preferred Stock or Series A.2. Preferred
         Stock.  The liquidation preference for the Series B Preferred Stock
         shall be $.2525 per share.

                 The relative rights, preferences, privileges and restrictions
         with respect to each series of Series A Preferred Stock shall be
         identical in all respects, except as specifically identified herein.

         3.      The clauses prior to the colon of the second sentence of
Article II, Paragraph B., are amended to read in their entirety as follows:

                 B.       Subject to the rights of approval of the holders of a
         majority of the outstanding shares of each class of Preferred Stock,
         as set forth in paragraph A above, the Board of Directors is hereby
         expressly authorized, at any time and from time to time, to divide the
         shares of Series C Senior Preferred Stock, the shares of Series D
         Preferred Stock and the shares of Series E Preferred Stock into one or
         more series, and in the resolution or resolutions establishing a
         particular series, before issuance of any of the shares thereof, to
         fix and determine the number of shares and the designation of such
         series, so as to distinguish it from the shares of all other series
         and classes, and to fix and determine the preferences, voting rights,
         qualifications, privileges, limitations, options, conversion rights,
         restrictions and other special or relative rights of such series of
         the preferred stock to the fullest  extent now or hereafter permitted
         by the laws of the State of Washington, including, but not limited to,
         the variations between different series in the following respects:

         4.      The first clause of Article II, Paragraph C., is amended to
read as follows:





<PAGE>   32
         The rights, preferences, privileges, restrictions and other matters
         relating to the Series A Preferred Stock, the Series B Preferred
         Stock, the Series C Senior Preferred Stock, the Series D Preferred
         Stock and the Series E Preferred Stock (together referred to herein as
         "Preferred Stock") are as follows:

         5.      Article II, Paragraph C.5(g)(ii) of the Restated Articles of
Incorporation is amended to add the following at the end thereof:

                                  (gg)     the issuance of shares of Common
                          Stock issuable upon conversion of shares of the
                          corporation's Series D Preferred Stock or Series E
                          Preferred Stock.

         6.      Article II, Paragraph D.3(a), is amended to read in its
entirety as follows:

                 3.  Liquidation Preferences.  (a) In the event of any
         liquidation, dissolution or winding up of the corporation, either
         voluntary or involuntary, each holder of Series C Senior Preferred
         Stock shall be entitled to receive, out of the assets or surplus funds
         of the corporation, an amount for each share of Series C Senior
         Preferred Stock then held by such holder equal to $.2653 per share
         (appropriately adjusted for stock splits, stock dividends,
         combinations, recapitalization, reclassification, and similar
         corporate rearrangements, including additional shares of Series C
         Senior Preferred Stock issued pursuant to paragraph 6 hereof), and in
         addition, an amount equal to all declared but unpaid dividends on the
         Series C Senior Preferred Stock (the "Series C Liquidation Value"),
         before any payment shall be made or any assets distributed to the
         holders of Series A Preferred Stock, Series B Preferred Stock or
         Common Stock.  If upon the occurrence of such event, the assets and
         funds thus distributed among the holders of Series C Senior Preferred
         Stock shall be insufficient to permit the payment to such holders of
         the full preferential amount aforesaid, then the entire assets and
         funds of the corporation legally available for distribution shall be
         allocated among the holders of the Series C Senior Preferred Stock and
         any other Preferred Stock which ranks on parity with the Series C
         Senior Preferred Stock such that the amount received by each such
         holder bears the same relationship to the total assets and funds
         available for distribution as the aggregate Series C Liquidation Value
         of all shares held by such holder bears to the aggregate Series C
         Liquidation Value of all shares of Series C Senior Preferred Stock
         outstanding.

         7.      Article II, Paragraph E.3(a), is amended to read in its
                 entirety as follows:

                 3.  Liquidation Preferences.  (a)  The holders of Series C1
         Senior Preferred Stock shall have identical liquidation preferences to
         those relating to the Series C Senior Preferred Stock and shall share
         in the assets and funds of the corporation on a pro rata basis with
         the holders of Series C Senior Preferred Stock and any other Preferred
         Stock that ranks on parity with the Series C Senior Preferred Stock if
         the assets and funds of the corporation following the event of
         liquidation, dissolution or winding up of the corporation are
         insufficient





                                      -32-
<PAGE>   33
         to permit the payment to such holders of the full preferential amount
         due each pursuant to the aforesaid preferences.

         8.      Section 3(a) of the Terms, Preferences and Limitations of
Series D Senior Preferred Stock is amended to read in its entirety as follows:

                                  (a)      The holders of Series D Senior
                          Preferred Stock shall have identical liquidation
                          preferences to those relating to the Series C and
                          Series C1 Senior Preferred Stock and shall share in
                          the assets and funds of the corporation on a pro rata
                          basis with the holders of Series C and Series C1
                          Senior Preferred Stock and any other Preferred Stock
                          that ranks on parity with the Series C and Series C1
                          Senior Preferred Stock if the assets and funds of the
                          corporation following the event of liquidation,
                          dissolution or winding up of the corporation are
                          insufficient to permit the payment to such holders of
                          the full preferential amount due each pursuant to the
                          aforesaid preferences, provided that the Series D
                          Senior Preferred Stock Liquidation Value shall be the
                          "Series D Liquidation Value" as defined herein.  The
                          "Series D Liquidation Value" shall mean $0.1345 per
                          share of Series D Senior Preferred Stock
                          (appropriately adjusted for stock splits, stock
                          dividends, combinations, recapitalization,
                          reclassification, and similar corporate
                          rearrangements, including additional shares of Series
                          D Senior Preferred Stock issued pursuant to paragraph
                          6 hereof), and in addition, an amount equal to all
                          declared but unpaid dividends on the Series D Senior
                          Preferred Stock.

         9.      The amendments to the Restated Articles of Incorporation do
not provide for an exchange, reclassification, or cancellation of issued
shares.

         10.     The foregoing amendments to the Restated Articles of
Incorporation were duly adopted by the Board of Directors of the corporation on
January 27, 1997, and the amendments were duly approved by the shareholders of
the corporation on February 17, 1997, in accordance with RCW 23B.10.030 and RCW
23B.10.040.


         I certify that I am the duly-elected secretary of the above-named
corporation and am authorized to execute the foregoing Articles of Amendment on
behalf of the corporation.

Dated: February 28, 1997.


                                       /s/ JOHN HEMINGWAY
                                       ----------------------------------
                                       John M. Hemingway, Chief Financial
                                       Officer and Secretary





                                      -33-
<PAGE>   34
                             ARTICLES OF AMENDMENT
                                       OF
                               INNOVA CORPORATION

         Pursuant to RCW 23B.10.060 and RCW 23B.06.020 of the Washington
Business Corporation Act, the undersigned corporation hereby submits the
amendment to the corporation's Articles of Incorporation.

         I.   The name of the corporation is Innova Corporation.

         II.   Article II of the Restated Articles of Incorporation of Innova
Corporation is amended by adding the following to the end thereof:

         F.      The relative rights, preferences, powers, qualifications,
                 limitations and restrictions granted to or imposed upon the
                 Series E Preferred Stock or the holders thereof are as
                 follows:

                          1.  Designation; Number of Shares.  The designation
                 of the Preferred Stock authorized by this resolution shall be
                 "Series E Preferred Stock," and the number of shares of Series
                 E Preferred Stock authorized hereby shall be 24,000,000.

                          2.  Dividends.  The holders of Series E Preferred
                 Stock shall have identical dividend rights to those relating
                 to the Series A and Series B Preferred Stock, Series C Senior
                 Preferred Stock and the Series D Senior Preferred Stock.

                          3.  Liquidation Preferences.

                                  (a)      The holders of Series E Preferred
                 Stock shall have identical liquidation preferences to those
                 relating to the Series C, Series C1 and Series D Senior
                 Preferred Stock and shall share in the assets and funds of the
                 corporation on a pro rata basis with the holders of Series C,
                 Series C1 and Series D Senior Preferred Stock and any other
                 Preferred Stock that ranks on parity with the Series C, Series
                 C1 and Series D Senior Preferred Stock if the assets and funds
                 of the corporation following the event of liquidation,
                 dissolution or winding up of the corporation are insufficient
                 to permit the payment to such holders of the full preferential
                 amount due each pursuant to the aforesaid preferences,
                 provided that the Series E Preferred Stock Liquidation Value
                 shall be the "Series E Liquidation Value" as defined herein.
                 The "Series E Liquidation Value" shall mean $0.21641 per share
                 of Series E Preferred Stock (appropriately adjusted for stock
                 splits, stock dividends, combinations, recapitalization,
                 reclassification, and similar corporate rearrangements,
                 including additional shares of Series E Preferred Stock issued
                 pursuant





                                      -34-
<PAGE>   35
                 to paragraph 6 hereof), and in addition, an amount equal to
                 all declared but unpaid dividends on the Series E Preferred
                 Stock.

                                  (b)  After the payment or distribution to the
                 holders of Series E Preferred Stock and Series D, Series C and
                 Series C1 Senior Preferred Stock of the full preferential
                 amount aforesaid, and any amount required to be paid holders
                 of Series A and B Preferred Stock pursuant to the Articles of
                 Incorporation, the holders of preferred stock and the holders
                 of the Common Stock shall be entitled to receive the remaining
                 assets of the Company in proportion to the shares of Common
                 Stock then held by them and the shares of Common Stock which
                 they then have the right to acquire upon conversion of the
                 preferred stock.

                                  (c)  For the purposes of this Paragraph 3,
                 (i) any acquisition of the corporation by means of merger,
                 consolidation, reorganization, or other transaction in which
                 greater than 50% of the corporation's shares (including shares
                 of Common Stock and shares of preferred stock on an
                 as-converted basis) are transferred or (ii) the sale of all or
                 substantially all of the assets of the corporation, shall be
                 treated as a liquidation, dissolution or winding up of the
                 corporation and shall entitle the holders of preferred stock
                 to receive at the Closing in cash, securities or other
                 property (valued as provided in subparagraph 3(d) below),
                 amounts as specified in subparagraphs 3(a) and (b) above.

                                  (d)  Whenever the distribution provided for
                 in this paragraph 3 shall be payable in securities or property
                 other than cash, the value of such distribution shall be the
                 fair market value of such securities or other property as
                 determined in good faith by the Board of Directors.

                          4.  Redemption.  The holders of Series E Preferred
                 Stock shall have identical redemption rights to those relating
                 to the Series C, C1 and D Senior Preferred Stock.  The
                 "Redemption Price" for each share of Series E Preferred Stock
                 shall be $0.21641 for each share redeemed (appropriately
                 adjusted for stock splits, stock dividends, combinations,
                 recapitalizations, reclassification, and similar corporate
                 rearrangements, including additional shares of Series E
                 Preferred Stock issued pursuant to paragraph 6 hereof) plus
                 the amount of all declared and unpaid dividends thereon.

                          5.  Voting Rights.  Except as required by law, the
                 holder of each share of Series E Preferred Stock shall be
                 entitled to one vote for each share held on the record date
                 for the vote or consent of shareholders and shall have voting
                 rights and powers equal to the voting rights and powers of the
                 Common Stock.  The holder of each share of Series E Preferred
                 Stock shall be entitled to notice of any shareholders' meeting
                 in accordance with the Bylaws of the corporation, and shall
                 vote on all matters submitted to a vote of the shareholders
                 with the holders of the





<PAGE>   36
                 Common Stock, except those matters required by law to be
                 submitted to a separate vote by voting groups.  Fractional
                 votes shall not, however, be permitted, and any fractional
                 shares held shall be disregarded in computing voting rights.

                          6.  Conversion.  The holders of Series E Preferred
                 Stock shall have identical rights to those relating to the
                 Series C Senior Preferred Stock as set forth in the
                 Certificate of Designation for such Series C Senior Preferred
                 Stock.  The "Conversion Price" of the Series E Preferred Stock
                 shall mean $0.21641 per share, as appropriately adjusted for
                 stock splits, stock dividends, combinations,
                 recapitalizations, reclassification, and similar corporate
                 rearrangements relating to the Series E Preferred Stock,
                 including additional shares of Series E Preferred Stock issued
                 pursuant to this paragraph 6.

                          7.  Covenants.  The holders of Series E Preferred
                 Stock shall have identical rights to those relating to the
                 Series C Senior Preferred Stock as are set forth in the
                 Certificate of Designation for such Series C Senior Preferred
                 Stock.

         3.  The date of adoption of such amendment was March 6, 1997.

         4.  The amendment was adopted by the Board of Directors; shareholder
action was not required.

         DATED:  3/17, 1997.

                                       INNOVA CORPORATION


                                       By: /s/ JOHN HEMINGWAY
                                          ---------------------------

                                          John Hemingway
                                          ---------------------------
                                          Its Secretary





                                      -36-
<PAGE>   37
                             ARTICLES OF AMENDMENT
                                       OF
                               INNOVA CORPORATION

         Pursuant to RCW 23B.10.060, the undersigned corporation adopts the
following Articles of Amendment to its Restated Articles of Incorporation:

         1.      The name of the corporation is Innova Corporation.

         2.      Article II, Paragraph A., of the Restated Articles of
Incorporation of the corporation is amended to read in its entirety as follows:

                          A.      The corporation is authorized to issue seven
                 classes of shares.  The first three classes shall be
                 designated "Series A Preferred Stock," "Series B Preferred
                 Stock,"  and "Common Stock," respectively.  The corporation is
                 also authorized to issue a fourth class of stock, the "Series
                 C Senior Preferred Stock," the preferences, limitations and
                 relative rights of which class (or the preferences,
                 limitations, and relative rights of any series into which such
                 class may be divided), the Board of Directors is hereby
                 expressly authorized to determine prior to issuance of shares
                 of such class or series; provided, however, that prior to the
                 issuance of any series into which such class of Preferred
                 Stock may be divided, the terms of such issuance must be
                 approved by a majority of the outstanding shares of each class
                 of Preferred Stock of the corporation (which approval may be
                 given by written consent executed by such shareholders).  The
                 corporation is also authorized to issue a fifth class of
                 stock, the "Series D Preferred Stock," the preferences,
                 limitations and relative rights of which class (or the
                 preferences, limitations, and relative rights of any series
                 into which such class may be divided), the Board of Directors
                 is hereby expressly authorized to determine prior to issuance
                 of shares of such class or series; provided, however, that
                 prior to the issuance of any series into which such class of
                 Preferred Stock may be divided, the terms of such issuance
                 must be approved by a majority of the outstanding shares of
                 each class of Preferred Stock of the corporation (which
                 approval may be given by written consent executed by such
                 shareholders).  The corporation is also authorized to issue a
                 sixth class of stock, the "Series E Preferred Stock," the
                 preferences, limitations and relative rights of which class
                 (or the preferences, limitations, and relative rights of any
                 series into which such class may be divided), the Board of





                                      -37-
<PAGE>   38
                 Directors is hereby expressly authorized to determine prior to
                 issuance of shares of such class or series; provided, however,
                 that prior to the issuance of any series into which such class
                 of Preferred Stock may be divided, the terms of such issuance
                 must be approved by a majority of the outstanding shares of
                 each class of Preferred Stock of the corporation (which
                 approval may be given by written consent executed by such
                 shareholders). The corporation is also authorized to issue a
                 seventh class of stock designated "Series F Preferred Stock."
                 The aggregate number of shares of Series A Preferred Stock
                 authorized to be issued is 100,000,000, with a par value of
                 $0.01 per share; the aggregate number of shares of Series B
                 Preferred Stock authorized to be issued is 50,000,000 with a
                 par value of $0.01 per share; the aggregate number of Series C
                 Senior Preferred Stock authorized to be issued is 35,000,000,
                 with a par value of $0.01 per share; the aggregate number of
                 shares of Series D Preferred Stock authorized to be issued is
                 100,000,000, with a par value of $0.01 per share; the
                 aggregate number of shares of Series E Preferred Stock
                 authorized to be issued is 24,000,000, with a par value of
                 $0.01 per share; the aggregate number of shares of Series F
                 Preferred Stock authorized to be issued is 12,100,000, with a
                 par value of $0.01 per share; and the aggregate number of
                 shares of Common Stock authorized to be issued is 400,000,000,
                 with a par value of $0.01 per share.  The Series A Preferred
                 Stock shall consist of three series, having the designations
                 and relative preferences as follows:  (a) 20,000,000 shares of
                 Series A.1. Preferred Stock, having a liquidation preference
                 of $0.5515 per share, and consisting of all Series A Preferred
                 Stock issued and outstanding as of August 1, 1993 or issued
                 with respect to such shares pursuant to paragraph 5 hereof on
                 or before April 26, 1994; (b) 20,000,000 shares of Series A.2.
                 Preferred Stock, having a liquidation preference of $0.035 per
                 share, and consisting of all shares of Series A Preferred
                 Stock issuable upon exercise of warrants to purchase Series A
                 Preferred Stock, at an initial exercise price of $0.035 per
                 share; and (c) 60,000,000 shares of Series A.3. Preferred
                 Stock, having a liquidation preference of $0.3299 per share,
                 and consisting of all shares of Series A Preferred Stock other
                 than Series A.1. Preferred Stock or Series A.2. Preferred
                 Stock.  The liquidation preference for the Series B Preferred
                 Stock shall be $.2525 per share.

                                      -38-
<PAGE>   39
                          The relative rights, preferences, privileges and
                 restrictions with respect to each series of Series A Preferred
                 Stock shall be identical in all respects, except as
                 specifically identified herein.

         3.      The first clause of Article II, Paragraph C., is amended to
read as follows:

                 The rights, preferences, privileges, restrictions and other
                 matters relating to the Series A Preferred Stock, the Series B
                 Preferred Stock, the Series C Senior Preferred Stock, the
                 Series D Preferred Stock, the Series E Preferred Stock and the
                 Series F Preferred Stock (together referred to herein as
                 "Preferred Stock") are as follows:

         4.      Article II, Paragraph C.3.d., is amended to read as follows:

                                        d.      The redemption rights
                 hereinabove set forth shall terminate upon: (i) the closing by
                 the corporation of a firmly underwritten public offering
                 involving the sale of at least 25% of the issued and
                 outstanding shares of Common Stock, on a fully diluted basis,
                 pursuant to an effective registration statement under the
                 Securities Act of 1933, as amended, or any successor law
                 thereto generating net proceeds of not less than $10,000,000
                 and the commencement of trading of such shares on a national
                 securities exchange or the National Association of Securities
                 Dealers Automated Quotation System (such public offering and
                 commencement of trading being referred to hereinafter as a
                 "Liquidity Event;" provided that, with respect to the Series F
                 Preferred Stock, the net proceeds generated by such public
                 offering shall not be less than $15,000,000 and at a price per
                 share of not less than the price per share received by the
                 corporation with respect to the most recent sale of shares of
                 Series F Preferred Stock), (ii) the closing of a sale of
                 substantially all of the assets of the corporation or other
                 transaction in which the control of the corporation is
                 transferred, or (iii) if the holders of a majority of each
                 class of Preferred Stock, voting separately as voting groups,
                 vote at a meeting duly noticed and called for this purpose to
                 terminate such redemption rights.

         5.      Article II, Paragraph C.5(g)(ii) of the Restated Articles of
Incorporation is amended to add the following at the end thereof:





                                      -39-
<PAGE>   40
                                        (gg)    the issuance of shares of
                 Common Stock issuable upon conversion of shares of the
                 corporation's Preferred Stock

         6.      Article II of the Restated Articles of Incorporation of Innova
Corporation is amended by adding the following as a new paragraph:

                          G.      The relative rights, preferences, powers,
                 qualifications, limitations and restrictions granted to or
                 imposed upon the Series F Preferred Stock or the holders
                 thereof are as follows:

                                  1.       Designation; Number of Shares.  The
                 designation of the Preferred Stock authorized by this
                 resolution shall be "Series F Preferred Stock," and the number
                 of shares of Series F Preferred Stock authorized hereby shall
                 be 12,100,000.

                                  2.       Dividends.  The holders of Series F
                 Preferred Stock shall have identical dividend rights to those
                 relating to the Series E Preferred Stock.

                                  3.       Liquidation Preferences.

                                        (a)     The holders of Series F
                 Preferred Stock shall have identical liquidation preferences
                 to those relating to the Series C, Series C1, Series D Senior
                 Preferred Stock and Series E Preferred Stock and shall share
                 in the assets and funds of the corporation on a pro rata basis
                 with the holders of Series C, Series C1 and Series D Senior
                 Preferred Stock and any other Preferred Stock that ranks on
                 parity with the Series C, Series C1 and Series D Senior
                 Preferred Stock if the assets and funds of the corporation
                 following the event of liquidation, dissolution or winding up
                 of the corporation are insufficient to permit the payment to
                 such holders of the full preferential amount due each pursuant
                 to the aforesaid preferences, provided that the Series F
                 Preferred Stock Liquidation Value shall be the "Series F
                 Liquidation Value" as defined herein.  The "Series F
                 Liquidation Value" shall mean $0.29 per share of Series F
                 Preferred Stock (appropriately adjusted for stock splits,
                 stock dividends, combinations, recapitalization,
                 reclassification, and similar corporate rearrangements,
                 including additional shares of series F Preferred Stock issued
                 pursuant to paragraph 6 hereof), and in addition, an amount
                 equal to all declared but unpaid dividends on the Series F
                 Preferred Stock.



                                      -40-
<PAGE>   41
                                        (b)     After the payment or
                 distribution to the holders of Series F Preferred Stock and
                 Series E, Series D, Series C and Series C1 Senior Preferred
                 Stock of the full preferential amount aforesaid, and any
                 amount required to be paid holders of Series A and B Preferred
                 Stock pursuant to the Articles of Incorporation, the holders
                 of preferred stock and the holders of the Common Stock shall
                 be entitled to receive the remaining assets of the Company in
                 proportion to the shares of Common Stock then held by them and
                 the shares of Common Stock which they then have the right to
                 acquire upon conversion of the preferred stock.

                                        (c)     For the purposes of this
                 Paragraph 3, (i) any acquisition of the corporation by means
                 of merger, consolidation, reorganization, or other transaction
                 in which greater than 50% of the corporation's shares
                 (including shares of Common Stock and shares of preferred
                 stock on an as- converted basis) are transferred or (ii) the
                 sale of all or substantially all of the assets of the
                 corporation, shall be treated as a liquidation, dissolution or
                 winding up of the corporation and shall entitle the holders of
                 preferred stock to receive at the Closing in cash, securities
                 or other property (valued as provided in subparagraph 3(d)
                 below), amounts as specified in subparagraphs 3(a) and (b)
                 above.

                                        (d)     Whenever the distribution
                 provided for in this paragraph 3 shall be payable in
                 securities or property other than cash, the value of such
                 distribution shall be the fair market value of such securities
                 or other property as determined in good faith by the Board of
                 Directors.

                                  4.       Redemption.  The holders of Series F
                 Preferred Stock shall have identical redemption rights to
                 those relating to the Series C, C1 and D Senior Preferred
                 Stock and Series E Preferred Stock.  The "Redemption Price"
                 for each share of Series F Preferred Stock shall be $0.29 for
                 each share redeemed (appropriately adjusted for stock splits,
                 stock dividends, combinations, recapitalizations,
                 reclassification, and similar corporate rearrangements,
                 including additional shares of Series F Preferred Stock issued
                 pursuant to paragraph 6 hereof) plus the amount of all
                 declared and unpaid dividends thereon.





                                      -41-
<PAGE>   42
                                  5.       Voting Rights.  Except as required
                 by law, the holder of each share of Series F Preferred Stock
                 shall be entitled to one vote for each share held on the
                 record date for the vote or consent of shareholders and shall
                 have voting rights and powers equal to the voting rights and
                 powers of the Common Stock.  The holder of each share of
                 Series F Preferred Stock shall be entitled to notice of any
                 shareholders' meeting in accordance with the Bylaws of the
                 corporation, and shall vote on all matters submitted to a vote
                 of the shareholders with the holders of the Common Stock,
                 except those matters required by law to be submitted to a
                 separate vote by voting groups.  Fractional votes shall not,
                 however, be permitted, and any fractional shares held shall be
                 disregarded in computing voting rights.

                                  6.       Conversion.  The holders of Series F
                 Preferred Stock shall have identical rights to those relating
                 to the Series C Senior Preferred Stock as set forth in the
                 Certificate of Designation for such Series C Senior Preferred
                 Stock, except that mandatory conversion of the Series F
                 Preferred Stock upon a Liquidity Event shall only occur if the
                 Liquidity Event generates net proceeds of not less than
                 $15,000,000 and at a price per share of not less than the
                 price per share received by the corporation with respect to
                 the most recent sale of shares of Series F Preferred Stock.
                 The "Conversion Price" of the Series F Preferred Stock shall
                 mean $0.29 per share, as appropriately adjusted for stock
                 splits, stock dividends, combinations, recapitalizations,
                 reclassification, and similar corporate rearrangements
                 relating to the Series F Preferred Stock, including additional
                 shares of Series F Preferred Stock issued pursuant to this
                 paragraph 6.

                                  7.       Covenants.  The holders of Series F
                 Preferred Stock shall have identical rights to those relating
                 to the Series C Senior Preferred Stock as are set forth in the
                 Certificate of Designation for such Series C Senior Preferred
                 Stock.

         7.      The amendments to the Restated Articles of Incorporation do
not provide for an exchange, reclassification, or cancellation of issued
shares.

         8.      The foregoing amendments to the Restated Articles of
Incorporation were duly adopted by the Board of Directors of the corporation on
May 14, 1997, and the amendments were duly approved by the shareholders of the
corporation on June 4, 1997, in accordance with RCW 23B.10.030 and RCW
23B.10.040.





                                      -42-
<PAGE>   43

         I certify that I am the duly-elected secretary of the above-named
corporation and am authorized to execute the foregoing Articles of Amendment on
behalf of the corporation.

Dated:  June 12, 1997.



                                      /s/ JOHN M. HEMINGWAY
                                      -------------------------------
                                      John M. Hemingway, Chief Financial
                                      Officer and Secretary





                                      -43-
<PAGE>   44
                             ARTICLES OF AMENDMENT
                                       OF
                               INNOVA CORPORATION

        Pursuant to RCW 23B.10.060 of the Washington Business Corporation Act,
the undersigned corporation hereby submits the following amendment to the
corporation's Articles of Incorporation.

        1.      The name of the corporation is Innova Corporation.

        2.      The first sentence of paragraph C.3.a. of Article II is amended
to read in its entirety as follows:

        At or at any time after October 1, 1998, the corporation shall at any
        time it may lawfully do so, upon not less than thirty (30) days' written
        notice from holders of shares of preferred Stock (each a "Requesting
        Holder") representing greater than fifty percent of the then issued and
        outstanding Preferred Stock, redeem the number of shares of Preferred
        Stock requested by each such requesting Holder by paying thereafter
        $.3299 for each share of Series A Preferred Stock and $.2525 for each
        share of Series B Preferred Stock redeemed (appropriately adjusted for
        stock splits, stock dividends, combinations, recapitalizations,
        reclassification, and similar corporate rearrangements, including
        additional shares of Series A Preferred Stock or Series B Preferred
        Stock issued pursuant to paragraph 5 hereof) plus the amount of all
        declared and unpaid dividends thereon (such total amount per share is
        hereinafter referred to as the "Redemption Price" of the Preferred
        Stock).

        3.      Paragraph C.3.d. of Article II is amended to read in its
                entirety as follows:

                        d.      The redemption rights hereinabove set forth
        shall terminate upon: (i) the closing by the corporation of a firmly
        underwritten public offering pursuant to an effective registration
        statement under the Securities Act of 1933, as amended, or any successor
        law thereto generating net proceeds of not less than $10,000,000 and the
        commencement of trading of such shares on a national securities exchange
        or the National Association of Securities Dealers Automated Quotation
        System (such public offering and commencement of trading being referred
        to hereinafter as a "Liquidity Event;" provided that, with respect to
        the Series F Preferred Stock, the net proceeds generated by such public
        offering shall not be less $15,000,000 and at a price per share of not
        be less than the price per share received by the corporation with
        respect to the most recent sale of shares of Series F Preferred Stock),
        (ii) the closing of a sale of

                                       44
<PAGE>   45
substantially all of the assets of the corporation or other transaction in which
the control of the corporation is transferred, or (iii) if the holders of a
majority of each class of Preferred Stock, voting separately as voting groups,
vote at a meeting duly noticed and called for this purpose to terminate such
redemption rights.

4.      The first sentence of paragraph C.5.b. of Article II is amended to read
        in its entirety as follows:

Each share of Preferred Stock then outstanding shall automatically be converted
into one fully paid and nonassessable share of Common Stock immediately upon the
occurrence of a Liquidity Event.

5.      The first sentence of paragraph C.5.g. of Article II is amended to read
        in its entirety as follows:

Except as otherwise provided in this subparagraph 5(g), if the corporation sells
or issues any Common Stock or Common Stock Equivalents at a per share
consideration less than the Conversion Price for shares of any series of
Preferred Stock, then the corporation shall protect the Conversion Rights from
dilution by issuing to each holder of shares of Preferred Stock with a
Conversion Price greater than the per share consideration received by the
corporation on such sale or issuance ("Affected Preferred Shares") additional
shares of the same class of Preferred Stock as the Affected Preferred Shares, as
set forth below.

6.      Paragraph C.5.g.(ii) of Article II is amended to read in its entirety
        as follows:

                (ii)    The foregoing notwithstanding, no additional shares of
Preferred Stock shall be issued under this subparagraph 5(g) (X) with respect
to an issuance of Common Stock or Common Stock Equivalents if, at any time
prior to the delivery of the certificates representing such additional shares of
Preferred Stock, holders of a majority of the issued and outstanding shares of
each class of Preferred Stock agree, either in writing or at a duly called
meeting of the corporation's shareholders, to the waiver (either retroactively
or prospectively) of the right to receive additional shares, or (Y) as a result
of: 

           (aa) the issuance of Common Stock issuable upon conversion
        of shares of the corporation's Series A Preferred Stock;

           (bb) the issuance of Common Stock or Series A Preferred Stock
        issuable upon the exercise of warrants issued in connection with 
        that certain Preferred Stock Purchase Agreement by and among




                                       45
<PAGE>   46
        the corporation and the Investors (as defined therein) dated as of
        October 26, 1993, as amended from time to time, and the issuance of
        Common Stock issuable upon conversion of any of such shares of Series A
        Preferred Stock; or

                (cc) the issuance of Common Stock issuable upon conversion of
        shares of the corporation's Series B Preferred Stock;

                (dd) the issuance of Common Stock issuable upon conversion of
        shares of the corporation's Series C Senior Preferred Stock consisting
        of Series C and Series C1 Senior Preferred Stock;

                (ee) The issuance of Common Stock or Common Stock Equivalents
        issuable upon the exercise of warrants, rights or options to purchase,
        or conversion of promissory notes into, Common Stock or Common Stock
        Equivalents outstanding as of the effective date of the last amendment
        to this paragraph (ee), and Common Stock issued upon exercise or
        conversion of such Common Stock Equivalents;

                (ff) the issuance of shares of Common Stock or Common Stock
        Equivalents or options to purchase shares of Common Stock or Common
        Stock Equivalents issued or issuable to employees, consultants, vendors,
        directors, or to other persons or entities approved by the Board of
        Directors, pursuant to any stock incentive, stock bonus, or stock
        purchase plan, or any other arrangement approved by the Board of
        Directors (or the exercise of any such options);

                (gg) the issuance of shares of shares of Common Stock issuable
        upon conversion of shares of the corporation's Preferred Stock.

7.      Paragraph C.6.b. of Article II is amended to read in its entirety as
        follows:

The corporation shall not amend Article III, Sections 3.3, 3.4, 3.5 or the
second sentence of Section 3.7, Article IV, Section 4.3, 4.5, 4.7, 4.12, 4.13
or 4.14, Article V, Section 5.1 or 5.2, any section of Article VII that would
result in the indemnification of directors of the corporation being less than
the maximum provided by Washington law, Article XII, Section 12.1 or 12.2, or
Article X of its Bylaws without the unanimous approval of such amendments by
all directors then serving on the Board of Directors and the approval of such
amendments by the holders of a majority of shares of each class of Preferred
Stock voting as a separate voting group.


                                       46
<PAGE>   47
        The foregoing amendments to the Articles of Incorporation were duly
adopted by the Board of Directors on June 17, 1997, and the amendments were duly
approved by the shareholders of the corporation on July 15, 1997, in accordance
with RCW 23B.10.030 and RCW 23B.10.040.

        I certify that I am the duly-elected secretary of the above-named
corporation and am authorized to execute the foregoing Articles of Amendment on
behalf of the corporation.


        DATED: August 2, 1997

                                INNVOA CORPORATION



                                By: /s/  JOHN M. HEMINGWAY
                                    --------------------------------
                                    John M. Hemingway
                                    Chief Financial Officer and
                                    Secretary








                                       47