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                                                                Exhibit 4.1


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                         AMENDED AND RESTATED

                     CERTIFICATE OF INCORPORATION

                                  OF

                            MAIL.COM, INC.


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            Pursuant to Sections 242 and 245 of the General

               Corporation Law of the State of Delaware

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            Mail.com, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:

            FIRST:  The name of the Corporation is

                                 MAIL.COM, INC.

            SECOND: The Certificate of Incorporation of the Corporation was
originally filed in the Office of the Secretary of State of the State of
Delaware on August 1, 1994 under the name of "GlobeComm, Inc."

            THIRD: An Amended and Restated Certificate of Incorporation was
filed in the Office of the Secretary of State of the State of Delaware on July
31, 1998.

            FOURTH: This Amended and Restated Certificate of Incorporation was
duly adopted in accordance with the provisions of Sections 242 and 245 of the
Delaware General Corporation Law, the Board of Directors having duly adopted
resolutions setting forth and declaring advisable this Amended and Restated
Certificate of Incorporation and, in lieu of a vote of stockholders, written
consent to this Amended and Restated Certificate of Incorporation having been
given by holders having not less than the minimum number of votes necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted, with prompt notice of the taking of such action
having been given to those holders who have not consented in writing, all in
accordance with Section 228 of the Delaware General Corporation Law.

            FIFTH: This Amended and Restated Certificate of Incorporation is
being filed pursuant to Sections 242 and 245 of the Delaware General Corporation
Law in order to amend and restate the Certificate of Incorporation of the
Corporation, as amended and restated to date.

            SIXTH: The Certificate of Incorporation of the Corporation, as
amended and restated to date, is hereby amended and restated in its entirety as
follows:


                                    ARTICLE I

            The name of the Corporation shall be:  Mail.com, Inc.

                                   ARTICLE II

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

                                   ARTICLE III

            The Corporation shall have perpetual duration.
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                                   ARTICLE IV

            The registered office of this Corporation in Delaware is Corporation
Trust Center, 1209 Orange Street in the City of Wilmington, County of New
Castle, Delaware 19801, and the name of its registered agent at such address is
The Corporation Trust Company.

                                    ARTICLE V

            The total number of shares of all classes of capital stock that the
Corporation is authorized to issue is one hundred and ninety million
(190,000,000) of which one hundred and twenty million (120,000,000) shall be
shares of Class A Common Stock, par value one cent ($.01) per share, and ten
million (10,000,000) shall be shares of Class B Common Stock, par value one cent
($.01) per share, and sixty million (60,000,000) shall be shares of Preferred
Stock, par value one cent ($.01) per share. On September 30, 1998, pursuant to a
Certificate of Amendment to the Certificate of Incorporation of the Corporation,
as corrected pursuant to a Certificate of Correction filed on March 5, 1999,
each issued and then outstanding share of each class of capital stock of the
Corporation was thereby and thereupon subdivided and converted into two shares
of such class of capital stock. A statement of the respective classes and series
of stock and a description of the designations, preferences, voting powers,
relative, participating, optional or other special rights and privileges, and
the qualifications, limitations and restrictions of the Class A Common Stock,
the Class B Common Stock and the Preferred Stock are as follows:

            The Class A Common Stock and the Class B Common Stock shall have
such powers, preferences and rights, including voting rights, and the
qualifications, limitations and restrictions as set forth in this Article V.

            The Preferred Stock, subject to the limitations prescribed by
applicable law and the provisions of this Certificate of Incorporation, may be
issued by the Board of Directors. Such Board of Directors is hereby empowered to
cause the Preferred Stock to be issued from time to time for such consideration
as it may from time to time fix, and to cause such Preferred Stock to be issued
in one or more classes, with such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions
providing for the issue of such stock adopted by the Board of Directors. Each
such class of Preferred Stock shall be distinctly designated. Except in respect
of the particulars fixed by the Board of Directors for each class as permitted
hereby, all shares of Preferred Stock shall be of equal rank and shall be
identical. All shares of any one class of Preferred Stock so designated by the
Board of Directors shall be alike in every particular, except that shares of any
one class issued at different times may differ as to the dates from which
dividends thereon shall be cumulative. The voting rights, if any, of each such
class and the preferences and relative, participating, optional and other
special rights of each such class and the qualifications, limitations and
restrictions thereof, if any, may differ from those of any and all other classes
at any time outstanding; and the Board of Directors of the Corporation is hereby
expressly granted authority to fix, by resolutions duly adopted prior to the
issuance of any shares of a particular class of Preferred Stock so designated by
the Board of Directors, the voting powers of stock of such class, if any, and
the designations, preferences and relative,

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participating, optional and other special rights and the qualifications,
limitations and restrictions thereof, if any, for such class, including without
limitation the following:

                        (a) The distinctive designation of and the number of
            shares of Preferred Stock which shall constitute such class;
            provided that such number may be increased (but not above the total
            number of authorized shares of Preferred Stock) or decreased (but
            not below the number of shares thereof then outstanding) from time
            to time by like action of the Board of Directors;

                        (b) The rate and time at which, and the terms and
            conditions upon which, dividends, if any, on Preferred Stock of such
            class shall be paid, the extent of the preference or relation, if
            any, of such dividends to the dividends payable on any other class
            of Preferred Stock or any other class of stock of the Corporation
            and whether such dividends shall be cumulative or noncumulative;

                        (c) The right, if any, of the holders of Preferred Stock
            of such class to convert the same into, or exchange the same for,
            shares of any other class of stock or any series of any class of
            stock of the Corporation and the terms and conditions of such
            conversion or exchange;

                        (d) Whether or not Preferred Stock of such class shall
            be subject to redemption, and the redemption price or prices and the
            time or times at which, and the terms and conditions upon which,
            Preferred Stock of such class may be redeemed;

                        (e) The rights, if any, of the holders of Preferred
            Stock of such class upon the dissolution, liquidation or winding up
            of the Corporation, whether voluntary or involuntary;

                        (f) The terms of the sinking fund or redemption or
            purchase account, if any, to be provided for the Preferred Stock of
            such class; and

                        (g) The voting powers, if any, of the holders of such
            class of Preferred Stock which may, without limiting the generality
            of the foregoing, include the right, voting as a class by itself or
            together with any other class of the Preferred Stock as a class, (i)
            to vote more or less than one vote per share on any or all matters
            voted upon by the stockholders and (ii) to elect one or more
            directors of the Corporation if there has been a default in the
            payment of dividends on any one or more class of the Preferred Stock
            or under such other circumstances and upon such other conditions as
            the Board of Directors may fix.

            There hereby shall be designated a Class A Preferred Stock, and the
number of shares constituting such class shall be twelve million (12,000,000); a
Class C Preferred Stock, and the number of shares constituting such class shall
be twelve million (12,000,000); a Class D Preferred Stock, and the number of
shares constituting such class shall be ten million (10,000,000); and a Class E
Preferred Stock, and the number of shares constituting such class shall be ten
million (10,000,000).

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            Such classes of Preferred Stock shall have the designations, powers,
preferences and rights, including voting rights, and the qualifications,
limitations and restrictions as set forth in this Article V.

            1. Voting Rights. Each share of Class A Common Stock and Class D
Preferred Stock shall have one (1) vote per share. Each share of Class B Common
Stock shall have ten (10) votes per share. Each share of Class A Preferred
Stock, Class C Preferred Stock and Class E Preferred Stock shall have one vote
for each share of Class A Common Stock into which such stock could then be
converted, and with respect to such vote, such holder shall have full voting
rights and powers equal to the voting rights and powers of the holders of Class
A Common Stock. In addition to any rights under applicable law or under this
Certificate of Incorporation of any class to vote as a separate class on any
matter, and except as expressly provided under this Certificate of Incorporation
with respect to any class of capital stock, all shares of Class A Common Stock,
Class B Common Stock, Class A Preferred Stock, Class C Preferred Stock, Class D
Preferred Stock, Class E Preferred Stock and any other class of capital stock
with general voting rights then outstanding shall vote together as a single
class on each matter on which shareholders are entitled to vote.

            2. Liquidation. (a) In case of liquidation, dissolution, or winding
up of the affairs of the Corporation, whether voluntary or involuntary, holders
of Class A Preferred Stock, Class C Preferred Stock, Class D Preferred Stock and
Class E Preferred Stock shall be preferred equally with each such class and with
holders of Class B Common Stock over all holders of Class A Common Stock of the
Corporation to the extent set forth herein.

               (b) Out of the distributable assets of the Corporation, in an
amount up to the total dollar investment of Class A Preferred Stock, Class B
Common Stock, Class C Preferred Stock, Class D Preferred Stock and Class E
Preferred Stock, holders of Class A Preferred Stock shall receive pro rata among
all such shares of Class A Preferred Stock, in the aggregate for all such shares
outstanding, the total dollar investment of Class A Preferred Stock divided by
the sum of the total dollar investment of Class A Preferred Stock plus Class B
Common Stock plus Class C Preferred Stock plus Class D Preferred Stock plus
Class E Preferred Stock, expressed as a percentage, and holders of Class C
Preferred Stock shall receive pro rata among all such shares of Class C
Preferred Stock, in the aggregate for all such shares outstanding, the total
dollar investment of Class C Preferred Stock divided by the sum of the total
dollar investment of Class A Preferred Stock plus Class B Common Stock plus
Class C Preferred Stock plus Class D Preferred Stock plus Class E Preferred
Stock, expressed as a percentage, and holders of Class B Common Stock shall
receive pro rata among all such shares of Class B Common Stock, in the aggregate
for all such shares outstanding, the total dollar investment of Class B Common
Stock divided by the sum of the total dollar investment of Class A Preferred
Stock plus Class B Common Stock plus Class C Preferred Stock plus Class D
Preferred Stock plus Class E Preferred Stock, expressed as a percentage, and
holders of Class D Preferred Stock shall receive pro rata among all such shares
of Class D Preferred Stock, in the aggregate for all such shares outstanding,
the total dollar investment of Class D Preferred Stock divided by the sum of the
total dollar investment of Class A Preferred Stock plus Class B Common Stock
plus Class C Preferred Stock plus Class D Preferred Stock plus Class E Preferred
Stock, expressed as a percentage, and holders of Class E Preferred Stock shall
receive pro rata among all such shares of Class E Preferred Stock, in the
aggregate for all such shares outstanding, the total dollar

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investment of Class E Preferred Stock divided by the sum of the total dollar
investment of Class A Preferred Stock plus Class B Common Stock plus Class C
Preferred Stock plus Class D Preferred Stock plus Class E Preferred Stock,
expressed as a percentage.

               (c) After distributing the assets of the Corporation in the
manner set forth in Section 2(b), the holders of Class A Common Stock shall
receive an amount in the aggregate for all such shares outstanding up to the
total dollar investment of Class A Common Stock, pro rata among all such shares
based on the respective numbers of shares held by such holders. Thereafter, to
the exclusion of the holders of Class C Preferred Stock and the holders of Class
E Preferred Stock, the holders of Class A Common Stock, Class A Preferred Stock,
Class B Common Stock and Class D Preferred Stock, shall receive the remaining
assets of the Corporation, pro rata among such holders based on the respective
numbers of shares of Class A Common Stock held by such holders or issuable upon
conversion of the Class A Preferred Stock, Class B Common Stock and Class D
Preferred Stock held by such holders.

               (d) Notwithstanding the foregoing, (i) prior to the distribution
of the assets of the Corporation in accordance with this section, the holders of
Class C Preferred Stock and the holders of Class E Preferred Stock shall be
entitled to receive any accrued but unpaid dividends declared by the board of
directors, and (ii) in the event of any conversion of all shares of Class A
Preferred Stock, Class C Preferred Stock and Class E Preferred Stock, the
liquidation preference applicable to the Class B Common Stock and the Class D
Preferred Stock set forth herein shall terminate automatically and the holders
of Class B Common Stock and the holders of Class D Preferred Stock shall be
entitled, in the event of a liquidation, dissolution or winding up of the
affairs of the Corporation, only to share in the remaining assets of the
Corporation with the Class A Common Stock pro rata among such holders of Class A
Common Stock, Class B Common Stock and Class D Preferred Stock based on the
respective numbers of shares of Class A Common Stock held by such holders or
issuable upon conversion of the Class B Common Stock and Class D Preferred Stock
held by such holders.

               (e) The consolidation or merger of the Corporation with or into
any other corporation or corporations or the sale of all or substantially all of
the assets of the Corporation shall be deemed a liquidation, dissolution or
winding up of the Corporation, unless the holders of a majority of the voting
power of the capital stock of the Corporation before the merger, consolidation
or sale continue to own a majority of the voting power of the capital stock of
the surviving entity after the transaction, and the Class C Preferred Stock and
Class E Preferred Stock are continued in the surviving entity on substantially
identical terms (including, without limitation, ranking as to payment,
conversion and rights as to voting on certain matters) as set forth herein.

            3. Conversion (a) The holders of the Class A Preferred Stock shall
have conversion rights as follows:

                    (i) Right to Convert. The holders of the Class A Preferred
            Stock shall have the right to convert their shares into Class A
            Common Stock upon the affirmative vote of the holders of a majority
            of the Class A Preferred Stock. From and after such affirmative
            vote, each share of Class A Preferred Stock shall be convertible at
            the election of the


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            holder thereof into one share of Class A Common Stock (adjusted to
            reflect subsequent stock splits, combinations, stock dividends and
            recapitalizations).

                    (ii) Automatic Conversion. Each share of Class A Preferred
            Stock shall automatically be converted into one share of Class A
            Common Stock (adjusted to reflect subsequent stock splits,
            combinations, stock dividends and recapitalizations) immediately
            upon the earlier of (A) an underwritten offering of at or greater
            than twenty million dollars ($20,000,000) of Class A Common Stock at
            or greater than an offering price of five dollars ($5.00) per share
            (adjusted to reflect subsequent stock splits, combinations, stock
            dividends and recapitalizations) and (B) the affirmative vote of the
            holders of a majority of the Class A Preferred Stock.

                    (iii) Mechanics of Conversion. Before any holder of Class A
            Preferred Stock shall be entitled to convert the same into shares of
            Class A Common Stock, it shall surrender the certificate therefor,
            duly endorsed, at the office of the Corporation, and shall give
            written notice to the Corporation at its principal corporate office,
            of the election to convert the same and shall state the name in
            which the certificate for shares of Class A Common Stock is to be
            issued. The Corporation shall, as soon as practicable thereafter,
            issue and deliver at such office to such holder of Class A Preferred
            Stock a certificate for the number of shares of Class A Common Stock
            to which such holder shall be entitled.

               (b) The holders of the Class B Common Stock shall have conversion
rights as follows:

                    (i) Right to Convert. The holders of the Class B Common
            Stock shall have the right to convert each share of Class B Common
            Stock into one share of Class A Common Stock or one share of Class D
            Preferred Stock (in each case adjusted to reflect subsequent stock
            splits, combinations, stock dividends and recapitalizations).

                   (ii) Mechanics of Conversion. Before any holder of Class B
            Common Stock shall be entitled to convert the same into shares of
            Class A Common Stock or Class D Preferred Stock, it shall surrender
            the certificate therefor, duly endorsed, at the office of the
            Corporation, and shall give written notice to the Corporation at its
            principal corporate office, of the election to convert the same and
            shall state the name in which the certificate for shares of Class A
            Common Stock or Class D Preferred Stock are to be issued. The
            Corporation shall, as soon as practicable thereafter, issue and
            deliver at such office to such holder of Class B Common Stock a
            certificate for the number of shares of Class A Common Stock or
            Class D Preferred Stock to which such holder shall be entitled.

               (c) The holders of the Class C Preferred Stock shall have
conversion rights as follows:

                    (i) Right to Convert. Each share of Class C Preferred Stock
            shall be convertible, at the option of the holder thereof, at any
            time after the date of issuance of such share on or prior to the
            fifth day prior to the initial Class C Preferred Redemption

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            Date (defined below), at the office of the Corporation or any
            transfer agent for such stock, into such number of fully paid and
            nonassessable shares of Class A Common Stock as is determined by
            dividing three dollars and fifty cents ($3.50) (as adjusted for
            subsequent stock splits, combinations, stock dividends and
            recapitalizations, the "Original Class C Share Price") by the Class
            C Conversion Price, determined as hereafter provided, in effect on
            the date the certificate is surrendered for conversion. The initial
            Class C Conversion Price per share for shares of Class C Preferred
            Stock shall be the Original Class C Share Price; provided, however,
            that the Class C Conversion Price for the Class C Preferred Stock
            shall be subject to adjustment as set forth in Sections 3(c)(iv) and
            3(c)(v).

                   (ii) Automatic Conversion. Except as provided below in
            Section 3(c)(iii), each share of Class C Preferred Stock shall
            automatically be converted into shares of Class A Common Stock at
            the Class C Conversion Price at the time in effect for such Class C
            Preferred Stock immediately upon the earlier of (A) the
            Corporation's sale of its Class A Common Stock in a firm commitment
            underwritten public offering pursuant to a registration statement
            under the Securities Act of 1933, as amended, the public offering
            price of which was not less than two hundred percent (200%) of the
            then applicable Class C Conversion Price and with gross proceeds of
            not less than twenty million dollars ($20,000,000) (such a public
            offering referred to herein as a "Class C Qualified Offering") and
            (B) the affirmative vote of the holders of the majority of the Class
            C Preferred Stock.

                   (iii) Mechanics of Conversion. Before any holder of Class C
            Preferred Stock shall be entitled to convert the Class C Preferred
            Stock into shares of Class A Common Stock, he shall surrender the
            certificates therefor, duly endorsed, at the office of this
            Corporation or of any transfer agent for the Class C Preferred
            Stock, and shall give written notice to the Corporation at its
            principal place of business, of the election to convert the Class C
            Preferred Stock and shall state therein the name in which the
            certificates for shares of Class A Common Stock are to be issued.
            The Corporation shall, as soon as practicable thereafter, issue and
            deliver at such office to such holder of Class C Preferred Stock, a
            certificate for the number of shares of Class A Common Stock to
            which such holder shall be entitled, together with a cash payment in
            lieu of any fraction of a share of such Class A Common Stock and all
            dividends on the shares of Class C Preferred Stock surrendered for
            conversion accrued and unpaid up to and including the date
            surrendered for conversion. No fraction of a share of Class A Common
            Stock shall be issued upon any conversion but, in lieu thereof,
            shall be paid upon such conversion an amount in cash equal to the
            same fraction of the Conversion Price at the time of conversion. No
            payment or adjustment for dividends on any shares of Class A Common
            Stock that shall be issuable upon conversion on the Class C
            Preferred Stock, accrued and unpaid up to and including the date
            surrendered for conversion, shall be made. The Corporation will pay
            all issue taxes, if any, incurred upon the issue of Class A Common
            Stock upon the conversion of the Class C Preferred Stock. 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
            Class C Preferred Stock to be converted, and the person entitled to
            receive the shares of Class A Common Stock issuable upon such
            conversion shall be treated for all purposes as the record holder of
            such shares of Class A Common Stock as

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            of such date. If the conversion is in connection with an
            underwritten offering of securities registered pursuant to the
            Securities Act of 1933, as amended, the conversion may, at the
            option of any holder tendering Class C Preferred Stock for
            conversion, be conditioned upon the closing with the underwriters of
            the sale of securities pursuant to such offering, in which event the
            person entitled to receive the Class A Common Stock upon conversion
            of the Class C Preferred Stock shall not be deemed to have converted
            such Class C Preferred Stock until prior to the closing of such sale
            of securities.

                   (iv) Conversion Price Adjustments. The Class C Conversion
            Price shall be subject to adjustment from time to time as follows:

                             (A) Subject to subparagraphs (B) through (J) of
                this Section 3(c)(iv), if the Corporation shall issue, after the
                date upon which any shares of Class C Preferred Stock were first
                issued (the "Class C Preferred Closing Date"), any Additional
                Stock (as defined below), other than an Excluded Issuance (as
                defined below), without consideration or for a consideration per
                share less than the Class C Conversion Price in effect
                immediately prior to the issuance of such Additional Stock, the
                Class C Conversion Price in effect immediately prior to each
                such issuance shall forthwith be adjusted to a price equal to
                the result obtained by multiplying such Class C Conversion Price
                by the quotient obtained by dividing the total computed under
                clause (x) below by the total computed under clause (y) below as
                follows:

                             (x) an amount equal to the sum of (a) the aggregate
                      number of shares of Class A Common Stock outstanding on a
                      fully diluted basis (after giving effect to the issuance
                      of all shares of Class A Common Stock issuable upon
                      Exercise (as defined below) of all outstanding Derivative
                      Securities (as defined below) immediately prior to such
                      issuance) (as used in this Section 3(c), the "Fully
                      Diluted Shares Outstanding") plus (b) the aggregate
                      consideration, if any, received by the Corporation for the
                      issuance of such Additional Stock divided by the Class C
                      Conversion Price in effect immediately prior to the
                      issuance of such Additional Stock;

                             (y) an amount equal to the sum of (a) the aggregate
                      number of Fully Diluted Shares Outstanding immediately
                      prior to such issuance, plus (b) the number of such shares
                      of Additional Stock so issued.

                             (B) In the case of the issuance of stock for cash,
                the consideration shall be deemed to be the amount of cash paid
                therefor before deducting any reasonable discounts, commissions
                or other expenses allowed, paid or incurred by the Corporation
                for any underwriting or otherwise in connection with the
                issuance and sale thereof.

                             (C) In the case of the issuance of stock for a
                consideration in whole or in part other than cash, the
                consideration other than cash shall be deemed to be the fair
                value thereof as determined by the board of directors
                irrespective of any accounting treatment, unless otherwise
                agreed in writing by

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                holders of a majority in interest of the outstanding shares of
                Class C Preferred Stock.

                             (D) For purposes of any such adjustment, the
                following provisions shall be applicable:

                      If after the Class C Preferred Closing Date, the
                Corporation shall issue any securities convertible into or
                exchangeable for shares of Class A Common Stock ("Convertible
                Securities") or shall grant any rights or options to subscribe
                for, purchase or otherwise acquire shares of Class A Common
                Stock or Convertible Securities (as used in this Section 3(c),
                the "Options," Options and Convertible Securities being referred
                to in this Section 3(c) as "Derivative Securities"), other than
                an Excluded Issuance, then in each such case, such issue or
                grant shall be deemed to be an issuance of Additional Stock and
                the price per share of the stock issuable upon the exercise,
                conversion or exchange (as used in this Section 3(c), the
                "Exercise") of such Derivative Securities shall be determined by
                dividing (x) the total amount, if any, received or receivable by
                the Corporation as consideration for the issuance or granting of
                such Derivative Securities, plus the minimum aggregate amount of
                additional consideration payable to the Corporation upon the
                Exercise of such Derivative Securities, by (y) the maximum
                number of shares of Class A Common Stock issuable upon such
                Exercise. If the price per share so determined is less than the
                Class C Conversion Price in effect immediately prior to the
                issuance or granting of such Derivative Securities, such
                issuance or granting shall be deemed to be an issuance or
                granting for cash of such maximum number of shares of Class A
                Common Stock deliverable upon the Exercise of such Derivative
                Securities at such price per share and such maximum number of
                shares of Class A Common Stock shall be deemed to be
                outstanding, provided that

                             (1) if such Derivative Securities by their terms
                      provide, with the passage of time or otherwise, for any
                      increase in the amount of additional consideration payable
                      to the Corporation or decrease in the number of shares of
                      Class A Common Stock issuable upon such Exercise (by
                      change of rate or otherwise), the Class C Conversion Price
                      shall, upon each such increase or decrease becoming
                      effective, be readjusted to reflect such increase or
                      decrease insofar as it affects rights of Exercise which
                      have not theretofore expired, and

                             (2) upon the expiration of such Derivative
                      Securities, or if any thereof shall not have been
                      Exercised, the Class C Conversion Price shall, upon such
                      expiration, be readjusted and shall thereafter be such as
                      it would have been had it been originally adjusted (or had
                      the original adjustment not been required, as the case may
                      be) on the basis that (xx) the only shares of Class A
                      Common Stock so issued were the shares of Class A Common
                      Stock, if any, actually issued or granted upon the
                      Exercise of such Derivative Securities, and (yy) such
                      shares of Class A Common Stock, if any, were issued or
                      granted for the consideration

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                      actually received by the Corporation upon such Exercise
                      plus the consideration, if any, actually received by the
                      Corporation for the issuance or granting of all of such
                      Derivative Securities, whether or not Exercised,

                provided, further, that no such readjustment shall have the
                effect of increasing the Class C Conversion Price by an amount
                in excess of the amount of the adjustment thereof initially made
                in respect of the issuance or granting of such Derivative
                Securities.

                      (E) "Additional Stock" for the purposes of this Section
                3(c) shall mean any shares of Class A Common Stock issued by the
                Corporation after the Class C Preferred Closing Date other than:

                             (1) up to a maximum aggregate of 70,000 shares of
                      stock issuable or issued to any person, and up to a
                      maximum aggregate 1,500,000 shares of stock issuable or
                      issued (at fair market value) to employees, consultants,
                      directors or officers of the Corporation directly or
                      pursuant to a stock option plan or restricted stock plan
                      approved by the Board of Directors of the Corporation and
                      the Compensation Committee thereof;

                             (2) shares of stock issued or issuable in a public
                      offering before or in connection with which all
                      outstanding shares of Class C Preferred Stock will be
                      converted to Class A Common Stock or upon exercise of
                      warrants or rights granted to underwriters in connection
                      with such a public offering;

                             (3) shares of stock issued or issuable in
                      accordance with Section 3(c)(v) below or Section 3(e)(v)
                      below or up to 3,460,000 shares of Class A Preferred Stock
                      or shares of Class A Common Stock issued or issuable upon
                      conversion of such shares (adjusted to reflect subsequent
                      stock splits, combinations, stock dividends and
                      recapitalizations) in accordance with Section 10.2 of the
                      Class A Preferred Stock Purchase Agreement dated May 27,
                      1997, as amended by the Purchase and Sale Agreement dated
                      December 17, 1997 and the Purchase and Sale Agreement
                      dated January 5, 1998, as amended through the date of the
                      original issuance of shares of Class E Preferred Stock
                      (collectively, the "Class A Stock Purchase Agreement"); or

                             (4) shares issuable upon conversion of the Class A
                      Preferred Stock, Class B Common Stock, Class C Preferred
                      Stock, Class D Preferred Stock and Class E Preferred Stock
                      (such shares of capital stock described in clauses (1)
                      through (4) being referred to in this Section 3(c) as
                      "Excluded Issuances").

                         (F) The Corporation shall at all times reserve and keep
                available out of its authorized but unissued shares of Class A
                Common Stock, solely for the

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                purpose of effecting the conversion of the shares of the Class C
                Preferred Stock, such number of its shares of Class A Common
                Stock as shall from time to time be sufficient to effect the
                conversion of all outstanding shares of the Class C Preferred
                Stock and the Class E Preferred Stock and if at any time the
                number of authorized but unissued shares of Class A Common Stock
                shall not be sufficient to effect the conversion of all then
                outstanding shares of the Class C Preferred Stock and the Class
                E Preferred Stock, in the aggregate, in addition to such other
                remedies as shall be available to the holder of such Class C
                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 Class A Common Stock to
                such number of shares as shall be sufficient for such purposes,
                including, without limitation, engaging in best efforts to
                obtain the requisite shareholder approval of any necessary
                amendment to these articles.

                         (G) Notwithstanding any provision to the contrary in
                this Section 3(c)(iv), any and all adjustments of the Class C
                Conversion Price under this Section 3(c)(iv) arising out of the
                issuance or deemed issuance of Additional Stock between the
                Class C Preferred Closing Date and the date upon which the
                adjustment to the Class C Conversion Price effected pursuant to
                Section 3(c)(v) (as used in this Section 3(c), the "Liquidity
                Ratchet Adjustment") is made shall be recalculated immediately
                after the Liquidity Ratchet Adjustment is made and shall be so
                recalculated as though the initial Class C Conversion Price were
                equal to the Class C Conversion Price after giving effect to the
                Liquidity Ratchet Adjustment; provided, however, that in the
                event that any shares of Class C Preferred Stock have been
                converted into shares of Class A Common Stock prior to the
                Liquidity Ratchet Adjustment, the holders of the Class A Common
                Stock issued upon conversion of such shares of Class C Preferred
                Stock shall return to the Corporation any such shares of Class A
                Common Stock so issued in excess of the number of shares of
                Class A Common Stock that such holders would have been entitled
                based on the Class C Conversion Price(s) recalculated as set
                forth in this paragraph at the time(s) such shares of Class C
                Preferred Stock were converted (it being understood that any
                shares of Class A Common Stock resulting from adjustments to the
                Class C Conversion Price arising out of issuances or deemed
                issuances of Additional Stock at a price equal to or greater
                than $2.00 per share (as adjusted to reflect subsequent stock
                splits, combinations, stock dividends and recapitalizations) may
                not be transferred until after the Liquidity Ratchet Adjustment
                and the return to the Corporation of any such excess shares).

                         (H) If the Corporation shall subdivide or reclassify
                the then outstanding shares of its Class A Common Stock into a
                greater number of shares of Class A Common Stock or combine or
                reclassify the then outstanding shares of its Class A Common
                Stock into a smaller number of shares of Class A Common Stock,
                the Class C Conversion Price in effect immediately prior to such
                subdivision, combination or reclassification, as the case may
                be, shall be proportionately adjusted as of the effective date
                thereof so that the holder of any Class C Preferred Stock
                thereafter surrendered for conversion shall be entitled to
                receive the number of shares of Class A Common Stock which he
                would have

                                       12
<PAGE>   13

                owned after the happening of such event had such Class C
                Preferred Stock been converted immediately prior to the
                happening of such event.

                         (I) In case of any capital reorganization of the
                Corporation, or any consolidation or merger of the Corporation
                with or into another corporation, or any sale or conveyance to
                another corporation of all or substantially all of the property
                of the Corporation, the holder of each share of Class C
                Preferred Stock then outstanding (or of the stock or securities
                received in lieu of such share) shall have the right thereafter
                to convert such share (or such stock or securities) into the
                kind and amount of shares of stock and other securities and
                property receivable upon such reorganization, consolidation,
                merger, sale or conveyance by a holder of the number of shares
                of Class A Common Stock of the Corporation into which such share
                of the Class C Preferred Stock might have been converted
                immediately prior to such reorganization, consolidation, merger,
                sale or conveyance, and shall have no conversion rights under
                these provisions; and effective provision shall be made in the
                Certificate of Incorporation of the resulting or surviving
                corporation or otherwise so that the provisions set forth in
                this Section 3(c) for the protection of the conversion rights of
                the Class C Preferred Stock shall thereafter be applicable, as
                nearly as reasonably may be, to any such other shares of stock
                and other securities and property deliverable upon conversion of
                the Class C Preferred Stock remaining outstanding or other
                convertible securities received by the holders in place thereof;
                and any such resulting or surviving corporation shall expressly
                assume the obligation to deliver, upon the exercise of the
                conversion privilege, such shares, securities or property as the
                holders of the Class C Preferred Stock, or other convertible
                securities received by the holders in place thereof, shall be
                entitled to receive pursuant to the provisions hereof, and to
                make provisions for the protection of the conversion right as
                above provided. In case securities or property other than Class
                A Common Stock shall be issuable or deliverable upon conversion
                as aforesaid, then all references in this Section 3(c) to Class
                A Common Stock shall be deemed to apply, so far as appropriate
                and as nearly as may be, to such other securities or property.

                         (J) Upon each adjustment or readjustment in the Class C
                Conversion Price, the Chief Financial Officer of the Corporation
                shall compute such adjustment or readjustment in accordance with
                the provisions of this Section 3(c) and prepare a certificate
                setting forth such adjustment or readjustment and showing in
                detail the facts upon which such adjustment or readjustment is
                based, including a statement of (i) the consideration received
                or to be received by the Corporation for any additional shares
                of Class A Common Stock issued or sold or deemed to have been
                issued or sold, (ii) the number of shares of Class A Common
                Stock outstanding or deemed to be outstanding, and (iii) the
                Class C Conversion Price in effect immediately prior to such
                issue or sale and as adjusted and readjusted (if required) on
                account thereof. In the event holders of shares of Class C
                Preferred Stock representing a majority in interest of such
                class of stock represent to the Corporation in writing that they
                dispute the adjustment or readjustment, or any information or
                calculations contained in the above-referenced certificate of
                the Chief Financial Officer, then the Corporation, at its

                                       13
<PAGE>   14

                expense, will cause the independent public accountants who
                regularly audit the books and accounts of the Corporation or
                other independent accountants of recognized standing selected by
                the Corporation to compute such adjustment or readjustment in
                accordance with the provisions of this Section 3(c) and prepare
                a certificate setting forth any necessary revisions to such
                adjustment or readjustment and showing in detail the facts upon
                which such revisions to the adjustment or readjustment, if any,
                are based. With respect to the certificate of the Chief
                Financial Officer, and with respect to any certificate of the
                independent public accountants, the Corporation shall, forthwith
                upon the availability to the Corporation of any such
                certificate, file such certificate with its corporate records
                and mail a copy to each holder of the Class C Preferred Stock
                then outstanding at such holder's address as it appears on the
                records of the Corporation. No such determination by the
                Corporation's independent public accountants shall bind the
                Corporation or the holders of Class C Preferred Stock in
                connection with any dispute with respect to such adjustment.

                   (v) Liquidity Ratchet Adjustment. (A) Subject to subparagraph
         (B) of this Section 3(c)(v) below, if the holders of the Class C Stock
         Units (as defined below) shall not be offered an opportunity to sell,
         transfer or dispose of one hundred percent (100%) of the Class C Stock
         Units for an amount equal to or greater than ten dollars fifty cents
         ($10.50) per Class C Stock Unit in cash or Marketable Securities (as
         defined below) within twenty four (24) months from the Class C
         Preferred Closing Date, or thirty (30) months from the Class C
         Preferred Closing Date if the Corporation has completed a registration
         under the Securities Act of 1933, as amended, in connection with a
         Class C Qualified Offering within twenty four (24) months of the Class
         C Preferred Closing Date, whether or not such holders accept or reject
         such offer, the initial Class C Conversion Price shall be reduced (but
         not increased) to the greater of (A) two dollars ($2.00) per share (as
         adjusted to reflect subsequent stock splits, combinations, stock
         dividends or recapitalizations), (B) thirty three and one third percent
         (33 1/3%) of the highest price per Class C Stock Unit offered to the
         holders of Class C Stock Units in any Class C Qualified Offering or
         private sale in which the holders of Class C Stock Units were provided
         an opportunity to sell stock, (C) thirty three and one third percent
         (33 1/3%) of the price per Class C Stock Unit paid in cash or
         Marketable Securities to the holders of Class C Stock Units in the
         event of the sale of all or substantially all of the assets or capital
         stock of the Corporation or the merger, consolidation or combination of
         the Corporation with another entity, if such has occurred, or (D)
         thirty-three and one third percent (33 1/3%) of the price per Class C
         Stock Unit otherwise offered in cash or Marketable Securities to the
         holders of Class C Stock Units; provided, however, that, subject to
         Section 3(c)(iv)(G), in the event the shares of Class C Preferred Stock
         have been converted to Class A Common Stock, the holders of the Class A
         Common Stock issued upon such conversion shall receive additional
         shares of Class A Common Stock such that such additional shares,
         together with the shares issued upon conversion, shall equal the number
         of shares that would have been issued had the Liquidity Ratchet
         Adjustment been effective immediately before such conversion.

                   "Class C Stock Unit" means each share of Class C Preferred
         Stock and the shares of Class A Common Stock issued or issuable upon
         conversion of such share of

                                       14
<PAGE>   15

         Class C Preferred Stock (adjusted to reflect stock splits,
         combinations, stock dividends and recapitalizations occurring
         subsequent to the date of conversion of such share of Class C Preferred
         Stock).

                   "Marketable Securities" as used in this Section 3(c) means:
         (i) securities issued or directly and fully guaranteed and insured by
         the United States Government or any agency or instrumentality thereof
         (provided that the full faith and credit of the United States is
         pledged in support thereof) having maturities of less than six months
         from the date of acquisition; or (ii) short term debt instruments with
         a maturity of less than 90 days from the date of issuance of an issuer
         rated at least A by Standard & Poors Rating Services or equity
         securities of an issuer with a market capitalization of at least
         $150,000,000, which equity securities are traded on a major nationally
         recognized exchange (other than the NASDAQ small cap index or the
         NASDAQ bulletin board).

                   (B) If the Corporation shall consummate an initial public
         offering pursuant to a registration statement filed pursuant to the
         Securities Act of 1933, as amended, on or before July 31, 1999 (a
         "Timely IPO"), subparagraph (A) of Section 3(c)(v) above shall
         terminate and be of no further force and effect. In consideration for
         the termination of the rights of the holders of shares of Class C
         Preferred Stock under such subparagraph (A), immediately before the
         consummation of a Timely IPO (but subject to the consummation of the
         Timely IPO), the Class C Conversion Price shall be reduced to $2.80 per
         share (subject to adjustment for stock splits, combinations, stock
         dividends and recapitalizations).

                   (vi) Authorization of Additional Class C Preferred Stock. If
         at any time the number of authorized but unissued shares of Class C
         Preferred Stock shall not be sufficient to effect the obligations of
         the Corporation to issue additional shares of Class C Preferred Stock,
         the Corporation shall take such corporate action as may be necessary or
         advisable to increase the number of authorized but unissued shares of
         Class C Preferred Stock to such number of shares as shall be sufficient
         for such purpose.

              (d) The holders of the Class D Preferred Stock shall have
conversion rights as follows:

                   (i) Right to Convert. The holders of the Class D Preferred
         Stock shall have the right to convert each share of Class D Preferred
         Stock into one share of Class A Common Stock (adjusted to reflect
         subsequent stock splits, combinations, stock dividends,
         recapitalizations).

                  (ii) Mechanics of Conversion. Before any holder of Class D
         Preferred Stock shall be entitled to convert the same into shares of
         Class A Common Stock, it shall surrender the certificate therefor, duly
         endorsed, at the office of the Corporation, and shall give written
         notice to the Corporation at its principal corporate office, of the
         election to convert the same and shall state the name in which the
         certificate for shares of Class A Common Stock are to be issued. The
         Corporation shall, as soon as practicable thereafter, issue and deliver
         at such office to such holder of Class D Preferred Stock a

                                       15
<PAGE>   16

         certificate for the number of shares of Class A Common Stock to which
         such holder shall be entitled.

              (e) The holders of the Class E Preferred Stock shall have
conversion rights as follows:

                   (i) Right to Convert. Each share of Class E Preferred Stock
         shall be convertible, at the option of the holder thereof, at any time
         after the date of issuance of such share on or prior to the fifth day
         prior to the initial Class E Preferred Redemption Date (defined below),
         at the office of the Corporation or any transfer agent for such stock,
         into such number of fully paid and nonassessable shares of Class A
         Common Stock as is determined by dividing five dollars ($5.00) (as
         adjusted for subsequent stock splits, combinations, stock dividends or
         recapitalizations, the "Original Class E Share Price") by the Class E
         Conversion Price, determined as hereafter provided, in effect on the
         date the certificate is surrendered for conversion. The initial Class E
         Conversion Price per share for shares of Class E Preferred Stock shall
         be the Original Class E Share Price; provided, however, that the Class
         E Conversion Price for the Class E Preferred Stock shall be subject to
         adjustment as set forth in Sections 3(e)(iv) and 3(e)(v).

                  (ii) Automatic Conversion. Except as provided below in
         Section 3(e)(iii), each share of Class E Preferred Stock shall
         automatically be converted into shares of Class A Common Stock at the
         Class E Conversion Price at the time in effect for such Class E
         Preferred Stock immediately upon the earlier of (A) the Corporation's
         sale of its Class A Common Stock in a firm commitment underwritten
         public offering pursuant to a registration statement under the
         Securities Act of 1933, as amended, with gross proceeds of not less
         than twenty million dollars ($20,000,000) (such a public offering
         referred to herein as a "Class E Qualified Offering") and (B) the
         affirmative vote of the holders of the majority of the Class E
         Preferred Stock.

                 (iii) Mechanics of Conversion. Before any holder of Class E
         Preferred Stock shall be entitled to convert the Class E Preferred
         Stock into shares of Class A Common Stock, he shall surrender the
         certificates therefor, duly endorsed, at the office of this Corporation
         or of any transfer agent for the Class E Preferred Stock, and shall
         give written notice to the Corporation at its principal place of
         business, of the election to convert the Class E Preferred Stock and
         shall state therein the name in which the certificates for shares of
         Class A Common Stock are to be issued. The Corporation shall, as soon
         as practicable thereafter, issue and deliver at such office to such
         holder of Class E Preferred Stock, a certificate for the number of
         shares of Class A Common Stock to which such holder shall be entitled,
         together with a cash payment in lieu of any fraction of a share of such
         Class A Common Stock and all dividends on the shares of Class E
         Preferred Stock surrendered for conversion accrued and unpaid up to and
         including the date surrendered for conversion. No fraction of a share
         of Class A Common Stock shall be issued upon any conversion but, in
         lieu thereof, shall be paid upon such conversion an amount in cash
         equal to the same fraction of the Conversion Price at the time of
         conversion. No payment or adjustment for dividends on any shares of
         Class A Common Stock that shall be issuable upon conversion on the
         Class E Preferred Stock, accrued and unpaid up to and including the
         date surrendered for conversion, shall be made. The

                                       16
<PAGE>   17

         Corporation will pay all issue taxes, if any, incurred upon the issue
         of Class A Common Stock upon the conversion of the Class E Preferred
         Stock. 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 Class E Preferred Stock to be converted, and the person
         entitled to receive the shares of Class A Common Stock issuable upon
         such conversion shall be treated for all purposes as the record holder
         of such shares of Class A Common Stock as of such date. If the
         conversion is in connection with an underwritten offering of securities
         registered pursuant to the Securities Act of 1933, as amended, the
         conversion may, at the option of any holder tendering Class E Preferred
         Stock for conversion, be conditioned upon the closing with the
         underwriters of the sale of securities pursuant to such offering, in
         which event the person entitled to receive the Class A Common Stock
         upon conversion of the Class E Preferred Stock shall not be deemed to
         have converted such Class E Preferred Stock until prior to the closing
         of such sale of securities.

                  (iv) Conversion Price Adjustments. The Class E Conversion
         Price shall be subject to adjustment from time to time as follows:

                             (A) Subject to subparagraphs (B) through (J) of
              this Section 3(e)(iv), if the Corporation shall issue, after the
              date upon which any shares of Class E Preferred Stock were first
              issued (the "Class E Preferred Closing Date"), any Additional
              Stock (as defined below), other than an Excluded Issuance (as
              defined below), without consideration or for a consideration per
              share less than the Class E Conversion Price in effect immediately
              prior to the issuance of such Additional Stock, the Class E
              Conversion Price in effect immediately prior to each such issuance
              shall forthwith be adjusted to a price equal to the result
              obtained by multiplying such Class E Conversion Price by the
              quotient obtained by dividing the total computed under clause (x)
              below by the total computed under clause (y) below as follows:

                             (x) an amount equal to the sum of (a) the aggregate
                   number of shares of Class A Common Stock outstanding on a
                   fully diluted basis (after giving effect to the issuance of
                   all shares of Class A Common Stock issuable upon Exercise (as
                   defined below) of all outstanding Derivative Securities (as
                   defined below) immediately prior to such issuance) (as used
                   in this Section 3(e), the "Fully Diluted Shares Outstanding")
                   plus (b) the aggregate consideration, if any, received by the
                   Corporation for the issuance of such Additional Stock divided
                   by the Class E Conversion Price in effect immediately prior
                   to the issuance of such Additional Stock;

                             (y) an amount equal to the sum of (a) the aggregate
                   number of Fully Diluted Shares Outstanding immediately prior
                   to such issuance, plus (b) the number of such shares of
                   Additional Stock so issued.

                             (B) In the case of the issuance of stock for cash,
              the consideration shall be deemed to be the amount of cash paid
              therefor before deducting any reasonable discounts, commissions or
              other expenses allowed, paid or incurred by

                                       17
<PAGE>   18

              the Corporation for any underwriting or otherwise in connection
              with the issuance and sale thereof.

                             (C) In the case of the issuance of stock for a
              consideration in whole or in part other than cash, the
              consideration other than cash shall be deemed to be the fair value
              thereof as determined by the board of directors irrespective of
              any accounting treatment, unless otherwise agreed in writing by
              holders of a majority in interest of the outstanding shares of
              Class E Preferred Stock.

                             (D) For purposes of any such adjustment, the
              following provisions shall be applicable:

                   If after the Class E Preferred Closing Date, the Corporation
              shall issue any securities convertible into or exchangeable for
              shares of Class A Common Stock ("Convertible Securities") or shall
              grant any rights or options to subscribe for, purchase or
              otherwise acquire shares of Class A Common Stock or Convertible
              Securities (as used in this Section 3(e), the "Options," Options
              and Convertible Securities being referred to in this Section 3(e)
              as "Derivative Securities"), other than an Excluded Issuance,
              then in each such case, such issue or grant shall be deemed to be
              an issuance of Additional Stock and the price per share of the
              stock issuable upon the exercise, conversion or exchange (as used
              in this Section 3(e) , the "Exercise") of such Derivative
              Securities shall be determined by dividing (x) the total amount,
              if any, received or receivable by the Corporation as consideration
              for the issuance or granting of such Derivative Securities, plus
              the minimum aggregate amount of additional consideration payable
              to the Corporation upon the Exercise of such Derivative
              Securities, by (y) the maximum number of shares of Class A Common
              Stock issuable upon such Exercise. If the price per share so
              determined is less than the Class E Conversion Price in effect
              immediately prior to the issuance or granting of such Derivative
              Securities, such issuance or granting shall be deemed to be an
              issuance or granting for cash of such maximum number of shares of
              Class A Common Stock deliverable upon the Exercise of such
              Derivative Securities at such price per share and such maximum
              number of shares of Class A Common Stock shall be deemed to be
              outstanding, provided that

                             (1) if such Derivative Securities by their terms
                   provide, with the passage of time or otherwise, for any
                   increase in the amount of additional consideration payable to
                   the Corporation or decrease in the number of shares of Class
                   A Common Stock issuable upon such Exercise (by change of rate
                   or otherwise), the Class E Conversion Price shall, upon each
                   such increase or decrease becoming effective, be readjusted
                   to reflect such increase or decrease insofar as it affects
                   rights of Exercise which have not theretofore expired, and

                             (2) upon the expiration of such Derivative
                   Securities, or if any thereof shall not have been Exercised,
                   the Class E Conversion Price


                                       18
<PAGE>   19

                   shall, upon such expiration, be readjusted and shall
                   thereafter be such as it would have been had it been
                   originally adjusted (or had the original adjustment not been
                   required, as the case may be) on the basis that (xx) the only
                   shares of Class A Common Stock so issued were the shares of
                   Class A Common Stock, if any, actually issued or granted upon
                   the Exercise of such Derivative Securities, and (yy) such
                   shares of Class A Common Stock, if any, were issued or
                   granted for the consideration actually received by the
                   Corporation upon such Exercise plus the consideration, if
                   any, actually received by the Corporation for the issuance or
                   granting of all of such Derivative Securities, whether or not
                   Exercised,

              provided, further, that no such readjustment shall have the effect
              of increasing the Class E Conversion Price by an amount in excess
              of the amount of the adjustment thereof initially made in respect
              of the issuance or granting of such Derivative Securities.

                             (E) "Additional Stock" for purposes of this Section
              3(e) shall mean any shares of Class A Common Stock issued by the
              Corporation after the Class E Preferred Closing Date other than:

                                  (1) up to a maximum aggregate of 35,000 shares
                   of stock issuable or issued to any person, and up to a
                   maximum aggregate 750,000 shares of stock issuable or issued
                   (at fair market value) to employees, consultants, directors
                   or officers of the Corporation directly or pursuant to a
                   stock option plan or restricted stock plan approved by the
                   Board of Directors of the Corporation and the Compensation
                   Committee thereof;

                                  (2) shares of stock issued or issuable in a
                   public offering before or in connection with which all
                   outstanding shares of Class E Preferred Stock will be
                   converted to Class A Common Stock or upon exercise of
                   warrants or rights granted to underwriters in connection with
                   such a public offering;

                                  (3) shares of stock issued or issuable in
                   accordance with Section 3(c)(v) above or Section 3(e)(v)
                   below or up to 3,460,000 shares of Class A Preferred Stock or
                   shares of Class A Common Stock issued or issuable upon
                   conversion of such shares (adjusted to reflect subsequent
                   stock splits, combinations, stock dividends and
                   recapitalizations) in accordance with Section 10.2 of the
                   Class A Preferred Stock Purchase Agreement; or

                                  (4) shares issuable upon conversion of the
                   Class A Preferred Stock, Class B Common Stock, Class C
                   Preferred Stock, Class D Preferred Stock and Class E
                   Preferred Stock (such shares of capital stock described in
                   clauses (1) through (4) being referred to in this Section
                   3(e) as "Excluded Issuances").

                                       19
<PAGE>   20

                             (F) The Corporation shall at all times reserve and
              keep available out of its authorized but unissued shares of Class
              A Common Stock, solely for the purpose of effecting the conversion
              of the shares of the Class E Preferred Stock, such number of its
              shares of Class A Common Stock as shall from time to time be
              sufficient to effect the conversion of all outstanding shares of
              the Class C Preferred Stock and the Class E Preferred Stock and if
              at any time the number of authorized but unissued shares of Class
              A Common Stock shall not be sufficient to effect the conversion of
              all then outstanding shares of the Class C Preferred Stock and the
              Class E Preferred Stock, in the aggregate, in addition to such
              other remedies as shall be available to the holder of such Class E
              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 Class A Common Stock to such
              number of shares as shall be sufficient for such purposes,
              including, without limitation, engaging in best efforts to obtain
              the requisite shareholder approval of any necessary amendment to
              these articles.

                             (G) Notwithstanding any provision to the contrary
              in this Section 3(e)(iv), any and all adjustments of the Class E
              Conversion Price under this Section 3(e)(iv) arising out of the
              issuance or deemed issuance of Additional Stock between the Class
              E Preferred Closing Date and the date upon which the adjustment to
              the Class E Conversion Price effected pursuant to Section 3(e)(v)
              (as used in this Section 3(e), the "Liquidity Ratchet Adjustment")
              is made shall be recalculated immediately after the Liquidity
              Ratchet Adjustment is made and shall be so recalculated as though
              the initial Class E Conversion Price were equal to the Class E
              Conversion Price after giving effect to the Liquidity Ratchet
              Adjustment; provided, however, that in the event that any shares
              of Class E Preferred Stock have been converted into shares of
              Class A Common Stock prior to the Liquidity Ratchet Adjustment,
              the holders of the Class A Common Stock issued upon conversion of
              such shares of Class E Preferred Stock shall return to the
              Corporation any such shares of Class A Common Stock so issued in
              excess of the number of shares of Class A Common Stock that such
              holders would have been entitled based on the Class E Conversion
              Price(s) recalculated as set forth in this paragraph at the
              time(s) such shares of Class E Preferred Stock were converted (it
              being understood that any shares of Class A Common Stock resulting
              from adjustments to the Class E Conversion Price arising out of
              issuances or deemed issuances of Additional Stock at a price equal
              to or greater than $3.50 per share (as adjusted to reflect
              subsequent stock splits, combinations, stock dividends and
              recapitalizations) may not be transferred until after the
              Liquidity Ratchet Adjustment and the return to the Corporation of
              any such excess shares).

                             (H) If the Corporation shall subdivide or
              reclassify the then outstanding shares of its Class A Common Stock
              into a greater number of shares of Class A Common Stock or combine
              or reclassify the then outstanding shares of its Class A Common
              Stock into a smaller number of shares of Class A Common Stock, the
              Class E Conversion Price in effect immediately prior to such
              subdivision, combination or reclassification, as the case may be,
              shall be proportionately adjusted as of the effective date thereof
              so that the holder of any

                                       20
<PAGE>   21

              Class E Preferred Stock thereafter surrendered for conversion
              shall be entitled to receive the number of shares of Class A
              Common Stock which he would have owned after the happening of
              such event had such Class E Preferred Stock been converted
              immediately prior to the happening of such event.

                             (I) In case of any capital reorganization of the
              Corporation, or any consolidation or merger of the Corporation
              with or into another corporation, or any sale or conveyance to
              another corporation of all or substantially all of the property of
              the Corporation, the holder of each share of Class E Preferred
              Stock then outstanding (or of the stock or securities received in
              lieu of such share) shall have the right thereafter to convert
              such share (or such stock or securities) into the kind and amount
              of shares of stock and other securities and property receivable
              upon such reorganization, consolidation, merger, sale or
              conveyance by a holder of the number of shares of Class A Common
              Stock of the Corporation into which such share of the Class E
              Preferred Stock might have been converted immediately prior to
              such reorganization, consolidation, merger, sale or conveyance,
              and shall have no conversion rights under these provisions; and
              effective provision shall be made in the Certificate of
              Incorporation of the resulting or surviving corporation or
              otherwise so that the provisions set forth in this Section 3(e)
              for the protection of the conversion rights of the Class E
              Preferred Stock shall thereafter be applicable, as nearly as
              reasonably may be, to any such other shares of stock and other
              securities and property deliverable upon conversion of the Class E
              Preferred Stock remaining outstanding or other convertible
              securities received by the holders in place thereof; and any such
              resulting or surviving corporation shall expressly assume the
              obligation to deliver, upon the exercise of the conversion
              privilege, such shares, securities or property as the holders of
              the Class E Preferred Stock, or other convertible securities
              received by the holders in place thereof, shall be entitled to
              receive pursuant to the provisions hereof, and to make provisions
              for the protection of the conversion right as above provided. In
              case securities or property other than Class A Common Stock shall
              be issuable or deliverable upon conversion as aforesaid, then all
              references in this Section 3(e) to Class A Common Stock shall be
              deemed to apply, so far as appropriate and as nearly as may be, to
              such other securities or property.

                             (J) Upon each adjustment or readjustment in the
              Class E Conversion Price, the Chief Financial Officer of the
              Corporation shall compute such adjustment or readjustment in
              accordance with the provisions of this Section 3(e) and prepare a
              certificate setting forth such adjustment or readjustment and
              showing in detail the facts upon which such adjustment or
              readjustment is based, including a statement of (i) the
              consideration received or to be received by the Corporation for
              any additional shares of Class A Common Stock issued or sold or
              deemed to have been issued or sold, (ii) the number of shares of
              Class A Common Stock outstanding or deemed to be outstanding, and
              (iii) the Class E Conversion Price in effect immediately prior to
              such issue or sale and as adjusted and readjusted (if required) on
              account thereof. In the event holders of shares of Class E
              Preferred Stock representing a majority in interest of such class
              of stock represent to the Corporation in writing that they dispute
              the adjustment or

                                       21
<PAGE>   22

              readjustment, or any information or calculations contained in the
              above-referenced certificate of the Chief Financial Officer, then
              the Corporation, at its expense, will cause the independent public
              accountants who regularly audit the books and accounts of the
              Corporation or other independent accountants of recognized
              standing selected by the Corporation to compute such adjustment or
              readjustment in accordance with the provisions of this Section
              3(e) and prepare a certificate setting forth any necessary
              revisions to such adjustment or readjustment and showing in detail
              the facts upon which such revisions to the adjustment or
              readjustment, if any, are based. With respect to the certificate
              of the Chief Financial Officer, and with respect to any
              certificate of the independent public accountants, the Corporation
              shall, forthwith upon the availability to the Corporation of any
              such certificate, file such certificate with its corporate records
              and mail a copy to each holder of the Class E Preferred Stock then
              outstanding at such holder's address as it appears on the records
              of the Corporation. No such determination by the Corporation's
              independent public accountants shall bind the Corporation or the
              holders of Class E Preferred Stock in connection with any dispute
              with respect to such adjustment.

                        (v) Liquidity Ratchet Adjustment. The shares of Class E
         Preferred Stock shall be entitled to the following adjustments:

                             (A) If the Corporation does not satisfy at least
              one of the Ratchet Conditions (as defined below), the conversion
              price of the Class E Preferred Stock will be reduced ratably to a
              floor of $3.50 per share (as adjusted for subsequent stock splits,
              combinations, stock dividends and recapitalizations) as described
              below. As used herein, "Ratchet Conditions" means (I) the
              completion of a Class E Qualified Offering on or before December
              31, 1999 at an offering price per share of at least $5.00 per
              share (as adjusted for subsequent stock splits, combinations,
              stock dividends and recapitalizations) and (II) the holders of the
              Class E Preferred Stock shall have had an opportunity to sell on
              or before December 31, 1999 all of their Class E Preferred Stock
              or shares of Class A Common Stock issuable upon conversion of such
              shares at a price of at least $10.00 per share (as adjusted for
              subsequent stock splits, combinations, stock dividends and
              recapitalizations). If the Corporation completes a Class E
              Qualified Offering on or before December 31, 1999 at an offering
              price below $5.00 per share (as adjusted for subsequent stock
              splits, combinations, stock dividends and recapitalizations), the
              Class E Conversion Price shall be reduced to the price at which
              shares are offered in such Class E Qualified Offering but not
              below $3.50 (as adjusted for subsequent stock splits,
              combinations, stock dividends and recapitalizations). If the
              holders of Class E Preferred Stock shall have had the opportunity
              to sell all of their Class E Preferred Stock or shares of Class A
              Common Stock issuable upon conversion thereof (a "Liquidity
              Event") at a price below $10.00 per share (as adjusted for
              subsequent stock splits, combinations, stock dividends and
              recapitalizations), the Class E Conversion Price shall be reduced
              proportionately to the price per share equal to the sum of $3.50
              (as adjusted for subsequent stock splits, combinations, stock
              dividends and recapitalizations) plus an amount equal to the
              Applicable Percentage (as defined

                                       22
<PAGE>   23

              below) multiplied by $1.50 (as adjusted for subsequent stock
              splits, combinations, stock dividends and recapitalizations). The
              "Applicable Percentage" shall equal the quotient obtained by
              dividing the excess, if any, of the offered sales price over $5.00
              (as adjusted for subsequent stock splits, combinations, stock
              dividends and recapitalizations) by $5.00 (as adjusted for
              subsequent stock splits, combinations, stock dividends and
              recapitalizations); provided that the Applicable Percentage shall
              not exceed 100%. If both a Class E Qualified Offering and a
              Liquidity Event occur during 1999, the Class E Conversion Price
              shall be reduced to the higher of the prices determined in
              accordance with the foregoing.

                             (B) If the Corporation shall issue additional
              shares of stock to the holders of Class A Preferred Stock in
              accordance with Section 10.2.2. or Section 10.2.3. of the Class A
              Stock Purchase Agreement or shall reduce the Class C Conversion
              Price pursuant to Section 3(c)(v)(B) above, the Class E Conversion
              Price shall be reduced to the price determined by multiplying the
              Class E Conversion Price in effect immediately before such
              issuance or such reduction by a fraction the numerator of which is
              the total number of Fully Diluted Shares Outstanding immediately
              before such issuance or reduction and the denominator of which is
              the total number of Fully Diluted Shares Outstanding immediately
              after such issuance or reduction.

                             (C) If the Class E Preferred Stock shall have been
              previously converted into Class A Common Stock before the
              determination of the adjustments set forth in this Section
              3(e)(v), the Corporation shall effect such adjustments by issuing
              to the holders additional shares of Class A Common Stock such that
              such holders will hold the number of shares they would have held
              if such adjustments were made immediately before such conversion.

                      (vi) Authorization of Additional Class E Preferred Stock.
         If at any time the number of authorized but unissued shares of Class E
         Preferred Stock shall not be sufficient to effect the obligations of
         the Corporation to issue additional shares of Class E Preferred Stock,
         the Corporation shall take such corporate action as may be necessary or
         advisable to increase the number of authorized but unissued shares of
         Class E Preferred Stock to such number of shares as shall be sufficient
         for such purpose.

              (f) The Corporation shall at all times reserve and keep available
out of its authorized and unissued shares of Class A Common Stock, solely for
the purpose of effecting the conversion of all outstanding shares of capital
stock which are convertible into shares of Class A Common Stock, such number of
shares of Class A Common Stock as shall from time to time be sufficient to
effect the conversion of all outstanding shares of capital stock which are
convertible into Class A Common Stock.

         4. Dividends. The holders of shares of Class A Preferred Stock, Class B
Common Stock, Class C Preferred Stock, Class D Preferred Stock and Class E
Preferred Stock shall be entitled to receive non-cumulative dividends, pari
passu with the holders of Class A Common Stock and in each case on an
as-if-converted basis, out of any assets legally available to the

                                       23
<PAGE>   24

Corporation, at a rate determined on a per annum basis, payable quarterly when,
as and if declared by the Board of Directors.

         5. Redemption. (a) At the option of each holder of Class C Preferred
Stock, the Corporation shall redeem, on the first day of August of each year
commencing in the year 2003, and continuing thereafter for two (2) consecutive
years (each a "Class C Preferred Redemption Date"), the number of shares of
Class C Preferred Stock held by such holder that is specified in a request for
redemption delivered to the Corporation by the holder on or prior to the thirty
(30) days immediately prior to the applicable Class C Preferred Redemption Date,
by paying in cash, seven dollars ($7.00) per share of Class C Preferred Stock
(adjusted to reflect subsequent stock splits, combinations, stock dividends, and
recapitalizations) plus all declared but unpaid dividends on such shares (the
"Class C Preferred Redemption Price"); provided, however, that the Corporation
shall not be required to redeem from any holder (i) in connection with the
initial Class C Preferred Redemption Date upon which such holder's shares of
Class C Preferred Stock are being redeemed, a number of shares of Class C
Preferred Stock greater than 33-1/3% of the aggregate number of shares of Class
C Preferred Stock held by such holder immediately prior to such redemption, and
(ii) in connection with the second Class C Preferred Redemption Date upon which
such holder's shares of Class C Preferred Stock are being redeemed, a number of
shares of Class C Preferred Stock greater than fifty percent (50%) of the
aggregate number of shares of Class C Preferred Stock held by such holder
immediately prior to such redemption. If the funds legally available for
redemption for the Class C Preferred Stock on any Class C Preferred Redemption
Date are insufficient to redeem the total number of shares of Class C Preferred
Stock requested to be redeemed as set forth in all requests for redemption in
connection with such Class C Preferred Redemption Date, those funds which are
legally available will be used to redeem the maximum number of shares so
requested to be redeemed ratably among such requesting holders in proportion to
the respective amounts which would be payable with respect to the full number of
shares so requested to be redeemed by them as if all such shares so requested to
be redeemed were redeemed in full. Any shares requested to be redeemed in
connection with any Class C Preferred Redemption Date shall remain outstanding
and entitled to all the rights and preferences provided herein. At any time
thereafter when additional funds of the Corporation are legally available for
the redemption of such shares so requested to be redeemed, such funds will
immediately be used to redeem the balance of the shares requested to be redeemed
pursuant to this section 5(a) on the Class C Preferred Redemption Date but which
it has not redeemed, on the same terms and conditions as are set forth above.

              (b) At the option of each holder of Class E Preferred Stock, the
Corporation shall redeem, on the first day of March of each year commencing in
the year 2004, and continuing thereafter for two (2) consecutive years (each a
"Class E Preferred Redemption Date"), the number of shares of Class E Preferred
Stock held by such holder that is specified in a request for redemption
delivered to the Corporation by the holder on or prior to the thirty (30) days
immediately prior to the applicable Class E Preferred Redemption Date, by paying
in cash, five dollars ($5.00) per share of Class E Preferred Stock (adjusted to
reflect subsequent stock splits, combinations, stock dividends, and
recapitalizations) plus all declared but unpaid dividends on such shares (the
"Class E Preferred Redemption Price"); provided, however, that the Corporation
shall not be required to redeem from any holder (i) in connection with the
initial Class E Preferred Redemption Date upon which such holder's shares of
Class E Preferred Stock are

                                       24
<PAGE>   25

being redeemed, a number of shares of Class E Preferred Stock greater than
33-1/3% of the aggregate number of shares of Class E Preferred Stock held by
such holder immediately prior to such redemption, and (ii) in connection with
the second Class E Preferred Redemption Date upon which such holder's shares of
Class E Preferred Stock are being redeemed, a number of shares of Class E
Preferred Stock greater than fifty percent (50%) of the aggregate number of
shares of Class E Preferred Stock held by such holder immediately prior to such
redemption. If the funds legally available for redemption for the Class E
Preferred Stock on any Class E Preferred Redemption Date are insufficient to
redeem the total number of shares of Class E Preferred Stock requested to be
redeemed as set forth in all requests for redemption in connection with such
Class E Preferred Redemption Date, those funds which are legally available will
be used to redeem the maximum number of shares so requested to be redeemed
ratably among such requesting holders in proportion to the respective amounts
which would be payable with respect to the full number of shares so requested to
be redeemed by them as if all such shares so requested to be redeemed were
redeemed in full. Any shares requested to be redeemed in connection with any
Class E Preferred Redemption Date shall remain outstanding and entitled to all
the rights and preferences provided herein. At any time thereafter when
additional funds of the Corporation are legally available for the redemption of
such shares so requested to be redeemed, such funds will immediately be used to
redeem the balance of the shares requested to be redeemed pursuant to this
section 5(b) on the Class E Preferred Redemption Date but which it has not
redeemed, on the same terms and conditions as are set forth above.

         6. Protective Provisions. (a) So long as any shares of Class A
Preferred Stock are outstanding, without first obtaining the approval of the
holders of a majority of the shares of the Class A Preferred Stock, the
Corporation shall not (i) alter or change the rights, preferences or privileges
of the shares of Class A Preferred Stock, whether by way of amendment to the
Corporation's Certificate of Incorporation or Bylaws, (ii) increase or decrease
the total number of authorized shares of Class A Preferred Stock, (iii) create,
authorize or issue any class or series of any equity security having a
preference over, or being on parity with, the Class A Preferred Stock with
respect to dividends or upon liquidation, or increase the authorized amount of
any class of capital stock of the Corporation ranking prior to or on parity with
the Class A Preferred Stock, or (iv) redeem, repurchase or otherwise acquire for
value any shares of Class A Common Stock, Class B Common Stock, Class C
Preferred Stock, Class D Preferred Stock or Class E Preferred Stock except for
the redemption of Class C Preferred Stock and Class E Preferred Stock pursuant
to Section 5 above or the reacquisition of shares of Class A Common Stock
pursuant to Section 3(c)(iv)(G) or Section 3(e)(iv)(G).

              (b) So long as any shares of Class C Preferred Stock are
outstanding, without first obtaining the approval of the holders of a majority
of the shares of the Class C Preferred Stock, the Corporation shall not (i)
alter or change the rights, preferences or privileges of the shares of Class C
Preferred Stock, whether by way of amendment to the Corporation's Certificate of
Incorporation or Bylaws, (ii) increase or decrease the total number of
authorized shares of Class C Preferred Stock, (iii) create, authorize or issue
any class or series of any equity security having a preference over, or being on
parity with, the Class C Preferred Stock with respect to dividends or upon
liquidation, or increase the authorized amount of any class of capital stock of
the Corporation ranking prior to or on parity with the Class C Preferred Stock,
(iv) redeem, repurchase or otherwise acquire for value any shares of Class A
Common Stock, Class

                                       25
<PAGE>   26

B Common Stock, Class A Preferred Stock, Class D Preferred Stock or Class E
Preferred Stock except for the reacquisition of shares of Class A Common Stock
pursuant to Section 3(c)(iv)(G) or Section 3(e)(iv)(G), or (v) declare dividends
(other than in shares of Class A Common Stock) on any share of capital stock of
the Corporation.

              (c) So long as any shares of Class E Preferred Stock are
outstanding, without first obtaining the approval of the holders of a majority
of the shares of the Class E Preferred Stock, the Corporation shall not (i)
alter or change the rights, preferences or privileges of the shares of Class E
Preferred Stock, whether by way of amendment to the Corporation's Certificate of
Incorporation or Bylaws, (ii) increase or decrease the total number of
authorized shares of Class E Preferred Stock, (iii) create, authorize or issue
any class or series of any equity security having a preference over, or being on
parity with, the Class E Preferred Stock with respect to dividends or upon
liquidation, or increase the authorized amount of any class of capital stock of
the Corporation ranking prior to or on parity with the Class E Preferred Stock,
(iv) redeem, repurchase or otherwise acquire for value any shares of Class A
Common Stock, Class B Common Stock, Class A Preferred Stock, Class C Preferred
Stock or Class D Preferred Stock except for the reacquisition of shares of Class
A Common Stock pursuant to Section 3(c)(iv)(G) or Section 3(e)(iv)(G), or (v)
declare dividends (other than in shares of Class A Common Stock) on any share of
capital stock of the Corporation.

                                   ARTICLE VI

         In furtherance, and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, amend, alter,
change, add to or repeal bylaws of this Corporation, without any action on the
part of the stockholders. The bylaws made by the directors may be amended,
altered, changed, added to or repealed by the stockholders. Any specific
provision in the bylaws regarding amendment thereof shall be controlling.

                                   ARTICLE VII

         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this article shall not eliminate or
limit the liability of a director (a) for any breach of the director's duty of
loyalty to the Corporation or its stockholders; (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (c) for the unlawful payment of dividends or unlawful stock repurchases
under Section 174 of the Delaware General Corporation Law; or (d) for any
transaction from which the director derived an improper personal benefit.

                                  ARTICLE VIII

         The Corporation shall, to the fullest extent permitted by Section 145
of the Delaware General Corporation Law, as the same may be amended and
supplemented, indemnify each director and officer of the Corporation from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which those indemnified may be


                                       26
<PAGE>   27

entitled under any bylaw, agreement, vote of stockholders, vote of disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such persons, and the Corporation may purchase and maintain
insurance on behalf of any director or officer to the extent permitted by
Section 145 of the Delaware General Corporation Law.



                                       27
<PAGE>   28


         IN WITNESS WHEREOF, this certificate has been subscribed by the
undersigned who affirms that the statements made herein are true under the
penalties of perjury.

            Dated: March 10, 1999
            New York, New York

                                                   MAIL.COM, INC.

                                                   By:  /s/ Gary Millin
                                                       -------------------------
                                                   Name:  Gary Millin
                                                   Title:  President

            Corporate Seal