<PAGE>


                             Exhibit 3(a)
                   THE COMMONWEALTH OF MASSACHUSETTS

                         MICHAEL JOSEPH CONNOLLY
                            Secretary of State            Federal Identification
                                                             No. 04-2729042
                  ONE ASHBURTON PLACE, BOSTON, MA 02108          ----------

                    RESTATED ARTICLES OF ORGANIZATION

                  General Laws, Chapter 156B, Section 74

    This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
restated articles of organization.  The fee for filing this certificate is
prescribed by General Laws, Chapter 156B, Section 114.  Make check payable to
the Commonwealth of Massachusetts.

    We,       David A. Boucher              , President, and
              J. John Brennan               , Clerk of 

                              Interleaf, Inc.
                           (Name of Corporation)

located at Ten Canal Park, Cambridge, MA 02141
do hereby certify that the following restatement of the articles of organization
of the corporation was duly adopted at a meeting held on August 14, 1987, by
vote of:

    7,606,789 or more shares of Common Stock out of 11,254,990 shares
outstanding, being at least two-thirds  of each class of stock outstanding and
entitled to vote and of each class or series of stock adversely affected
thereby:

    1.  The name by which the corporation shall be known is:

                   Interleaf, Inc.

    2.  The purposes for which the corporation is formed are as follows:

                   See Continuation Sheet 2A


Note: If the space provided under any article or item on this form is 
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of 
paper leaving a left hand margin of at least 1 inch for binding. Additions to 
more than

                                      -1-


<PAGE>


one article may be continued on a single sheet so long as each article 
requiring each such addition is clearly indicated.

    3.  The total number of shares and the par value, if any, of each class of
        stock which the corporation os authorized to issue is as follows:

<TABLE>
<CAPTION>
                                     WITHOUT PAR            WITH PAR VALUE
                                        VALUE

CLASS OF STOCK                        NUMBER OF        NUMBER OF      PAR VALUE
--------------                         SHARES           SHARES
                                     -----------      -----------    -----------
<S>                                  <C>              <C>            <C>

Preferred                                              5,000,000        $.10
Common                                                20,000,000        $.01

</TABLE>

   *4.  If more than one class is authorized, a description of each of the
        different classes of stock with, if any, the preferences, voting powers,
        qualifications, special or relative rights or privileges as to each
        class thereof and any series now established:

                   See Continuation Sheet 4A

   *5.  The restrictions, if any, imposed by the articles of organization upon
        the transfer of shares of stock of any class are as follows:

                   None

   *6.  Other lawful provisions, if any, for the conduct and regulation of the
        business and affairs of the corporation, for its voluntary dissolution,
        or for limiting, defining, or regulating the powers of the corporation,
        or of its directors or stockholders, or of any class of stockholders:

                   See Continuation Sheet 6A


    *If there are no such provisions, state "None."


                                      -2-


<PAGE>


                        CONTINUATION SHEET 2A

    To purchase, manufacture, produce, assemble, receive, lease or in any
manner acquire, hold, own, use, operate, install, maintain, service, repair,
process, alter, improve, market, import, export, sell, lease, assign, transfer
and generally to trade and deal in and with communications, data processing,
graphic processing, electronic and other equipment, devices, apparatus,
components, parts and supplies, products, machinery, systems, goods, wares,
merchandise and personal property of every kind, nature or description, tangible
or intangible, used or capable to being used for any purpose whatsoever; and to
engage and participate in any mercantile, manufacturing or trading business of
any kind or character.

    To carry on any business or other activity which may be lawfully carried on
by a corporation organized under the Business Corporation Law of the
Commonwealth of Massachusetts, whether or not related to those referred to in
the foregoing paragraph.




                                      -3-


<PAGE>


                        CONTINUATION SHEET 4A

    The Preferred Stock may be issued from time to time in one or more series. 
The Board of Directors of the corporation is hereby authorized, within the
limitations and restrictions stated in these Articles of Organization to
determine or alter the rights, preferences, powers, privileges and the
restrictions, qualifications and limitations granted to or imposed upon any
wholly unissued series of Preferred Stock, and the number of shares constituting
any such series and the designation thereof; and to increase or decrease the
number of shares constituting any such series; and to increase or decrease the
number of shares of any series subsequent to the issue of shares of that series,
but not below the number of shares of such series then outstanding.  In case the
number of shares of any series shall be so decreased, the shares then
constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.

    The authority of the Board of Directors with respect to each such series of
Preferred Stock shall include, without limitation of the foregoing, the right to
determine and fix:

    (1)  The distinctive designation of such series and the number of shares to
constitute such series;

    (2)  The rate at which dividends on the shares of such series shall be
declared and paid, or set aside for payment, whether dividends at the rate so
determined shall be cumulative and whether the shares of such series shall be
entitled to any participating or other dividends in addition to dividends at the
rate so determined, and if so on what terms;

    (3)  The right, if any, of the corporation to redeem shares of the
particular series and, if redeemable, the price, terms and manner of such
redemption;

    (4)  The special and relative rights and preferences, if any, and the
amount or amounts per share, which the shares of such series shall be entitled
to receive upon any voluntary or involuntary liquidation, dissolution or winding
up of the corporation;

    (5)  The terms and conditions, if any, upon which shares of such series
shall be convertible into, or exchangeable for, shares of stock of any other
class or classes, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if any;

    (6)  The obligation, if any, of the corporation to retire or purchase
shares of such series pursuant to a sinking fund or fund of a similar nature or
otherwise, and the terms and conditions of such obligation;

    (7)  Voting rights, if any;

    (8)  Limitations, if any, on the issuance of additional shares of such
series or any


                                      -4-


<PAGE>


shares of any other series of Preferred Stock; and
CONTINUATION SHEET 4A (CONTINUED)

    (9)  Such other preferences or restrictions or qualifications thereof as
the Board of Directors may deem advisable and not inconsistent with the law and
the provisions of these Articles of Organization.



                                      -5-


<PAGE>


                        CONTINUATION SHEET 6A

    6A.  AMENDMENT OF BY-LAWS

    The directors may make, amend, or repeal the By-Laws of the corporation in
whole or in part, except with respect to any provisions thereof which by law or
these Articles of Organization or the By-Laws requires action by the
stockholders.

    6B.  STOCKHOLDER MEETINGS

    Meetings of the stockholders of the corporation may be held anywhere in the
United States.

    6C.  AUTHORITY

    The corporation shall have the power to be a partner in any business
enterprise which this corporation would have the power to conduct by itself.

    6D.  LIMITATION OF DIRECTOR LIABILITY

    To the fullest extent permitted by Chapter 156B of the Massachusetts
General Laws, as it may be amended from time to time, 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,
notwithstanding any provision of law imposing such liability.

    6E.  CLASSIFIED BOARD OF DIRECTORS

    This Article is inserted for the management of the business and for the
conduct of the affairs of the Corporation, and it is expressly provided that it
is intended to be in furtherance and not in limitation or exclusion of the
powers conferred by the statutes of the Commonwealth of Massachusetts.

    Section 1.  Number of Directors.  Subject to the rights of the holders of
Preferred Stock of the Corporation then outstanding to elect additional
directors under specified circumstances, the number of directors of the
Corporation shall not be less than three nor more than thirteen (13).  The exact
number of directors within the minimum and maximum limitations specified in the
preceding sentence shall be fixed from time to time pursuant to a resolution
adopted by a majority of directors then in office, although less than a quorum.

    Section 2.  Classes of Directors.  The Board of Directors shall be and is
divided into three classes: Class I, Class II and Class III.  No one class shall
have more than one director more than any other class.  If a fraction is
contained in the quotient arrived at by dividing the authorized number of
directors by three, then, if such fraction is one-third, the extra director
shall be a


                                      -6-


<PAGE>


member of Class III and, if such fraction is two-thirds, one of the extra
directors shall be a member of Class III and one of the extra directors
shall be a member of Class II, unless otherwise provided for from time to time
by resolution adopted by a majority of the directors then in office, although
less than a quorum.

    Section 3.  Election of Directors.  Elections of directors need not be by
written ballot except as and to the extent provided in the By-Laws of the
Corporation.

    Section 4.  Terms of Office.  Each director shall serve for a term ending
on the date of the third annual meeting following the annual meeting at which
such director was elected; provided, however, that each initial director in
Class I shall serve for a term ending on the date of the Corporations's 1988
annual meeting; each initial director in Class II shall serve for a term ending
on the date of the Corporation's 1989 annual meeting; and each initial director
in Class III shall serve for a term ending on the date of the Corporation's 1990
annual meeting.

    Section 5.  Allocation of Directors Among Classes in the Event of Increases
or Decreases in the Number of  Directors.  In the event of any increase or
decrease in the authorized number of directors, (i) each director then serving
as such shall nevertheless continue as director of the class of which he is a
member until the expiration of his current term or his prior death, retirement
or resignation and (ii) the newly created or eliminated directorships resulting
from such increase or decrease shall be apportioned by the Board of Directors
among the three classes of directors so as to ensure that no one class has more
than one director more than any other class.  To the extent possible, consistent
with the foregoing rule, any newly created directorships shall be added to those
classes whose terms of office are to expire at the latest dates following such
allocation, and any newly eliminated directorships shall be subtracted from
those classes whose terms of office are to expire at the earliest dates
following such allocator, unless otherwise provided for from time to time by
resolution adopted by a majority of the directors then in office, although less
than a quorum.

    Section 6.  Quorum; Action of Meeting.   A majority of the directors at any
time in office shall constitute a quorum for the transaction of business and, if
at any meeting of the Board of Directors there shall be less than such a quorum,
a majority of those present may adjourn the meeting from time to time.  Every
act or decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the Board
of Directors unless a greater number is required by law, by the By-Laws of the
Corporation or by these Articles of Organization.

    Section 7.  Removal.  Subject to the rights of the holders of any Preferred
Stock then outstanding, any director or the entire Board of Directors may be
removed from office, with or without cause, at any time by the affirmative vote
of the holders of at least eighty percent (80%) of the voting power of all the
shares of the Corporation entitled to vote generally in the election of
directors voting together as a single class.


                                      -7-


<PAGE>


    Section 8.  Tenure.  Notwithstanding any provisions to the contrary
contained herein, each director shall serve until a successor is elected and
qualified or until his death, resignation or removal.

    Section 9.   Vacancies.  Subject to the rights of the holders of any
Preferred Stock then outstanding, any vacancies in the Board of Directors
occurring for any reason and any newly created directorships resulting from any
increase in the number of directors may be filled only by the Board of Directors
acting by the affirmative vote of at least a majority of the directors then in
office, although less than a quorum.  Each director so chosen shall hold office
until the next election of the class for which such director shall have been
chosen and until his successor shall be elected and qualified or until his
earlier death, resignation or removal.

    Section 10.  Stockholder Nominations and Introduction of Business, Etc. 
Advance notice of stockholder nominations for election of directors and other
business to be brought by stockholders before a meeting of stockholders shall be
given in the manner provided in the By-Laws of the Corporation and the
appointment of judges of election shall be made in the manner provided in the
By-Laws of the Corporation. 

    Section 11.  Amendments to Article.  Notwithstanding any other provisions
of law, these Articles of Organization or the By-Laws of the Corporation, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least eighty percent (80%) of the votes
which all the stockholders would be entitled to cast at any annual election of
directors or class of directors shall be required to amend or repeal, or to
adopt any provision inconsistent with, this Article; provided that such eighty
percent (80%) vote shall not be required, and only the vote otherwise provided
by law, by the By-Laws of the Corporation or by these Articles of Organization
shall be required, for any amendment, repeal or adoption previously approved by
the Board of Directors and by each Disinterested Director (as defined in Article
6F).

    6F.  FAIR PRICE PROVISION

    The stockholder vote required to approve Business Combinations (hereinafter
defined) shall be as set forth in this Article.

    Section 1.  Definition of "Business Combination."  The term "Business
Combination" as used in this Article shall mean any of the following:

    (a)  Any merger or consolidation of the Corporation or any Subsidiary with
         (i) any Interested Stockholder or (ii) any other corporation (whether
         or not itself an Interested Stockholder) which is, or after such merger
         or consolidation would be, an Affiliate or Associate of an Interested
         Stockholder; or

    (b)  Any sale, lease, exchange, mortgage, pledge, transfer or other
         disposition (in one


                                      -8-


<PAGE>


         transaction or a series of transactions) to or with any Interested
         Stockholder or any Affiliate or Associate of any Interested
         Stockholder of all or a Substantial Part of the assets of the
         Corporation or any Subsidiary thereof; or




                                      -9-


<PAGE>


    (c)  The issuance, exchange or transfer by the Corporation or any
         Subsidiary (in one transaction or a series of transactions) of any
         securities of the Corporation or any Subsidiary to any Interested
         Stockholder or any Affiliate or Associate of any Interested
         Stockholder in exchange for cash, securities or other consideration
         (or a combination thereof) having an aggregate Fair Market Value of,
         equal to or in excess of a Substantial Part of the assets of the
         corporation; or

    (d)  The adoption of any plan or proposal for the liquidation or
         dissolution of the Corporation proposed by or on behalf of an
         Interested Stockholder or any Affiliate or Associate of any Interested
         Stockholder; or

    (e)  Any reclassification of securities (including any reverse stock
         split), or recapitalization of the Corporation, or any merger or
         consolidation of the Corporation with any of its Subsidiaries or any
         other transaction (whether or not with or into or otherwise involving
         an Interested Stockholder or any Affiliate or Associate of an
         Interested Stockholder) which has the effect, directly or indirectly,
         of increasing the proportionate share of the outstanding shares of any
         class of equity or convertible securities of the Corporation or any
         Subsidiary which is directly or indirectly owned by any Interested
         Stockholder or any Affiliate or Associate of any Interested
         Stockholder; or

    (f)  Any agreement, contract or other arrangement with an Interested
         Stockholder or any Affiliate or Associate of an Interested Stockholder
         (or in which the Interested Stockholder or any Affiliate or Associate
         of an Interested Stockholder has an interest other than
         proportionately as a stockholder) providing for any one or more of the
         actions specified in subsections (a) to (e) of this Section 1.

     Section 2.  Vote for Certain Transactions.  Except where a higher
vote may be required by law or these Articles of Organization, the
Corporation may, by vote of a majority of the stock outstanding and
entitled to vote thereon (or if there are two or more classes of stock
entitled to vote as separate classes, then by vote of a majority of
each such class of stock outstanding) (i) authorize the sale, lease or
exchange of all or substantially all of its property and assets,
including its goodwill, pursuant to Section 75 of Chapter 156B of the
Massachusetts General Laws (or any successor provision thereto), as
amended from time to time, (ii) approve an agreement of merger or
consolidation pursuant to Section 78 of Chapter 156B of the
Massachusetts General Laws (or any successor provision thereto), as
amended from time to time, and (iii) authorize the dissolution of the
Corporation pursuant to Section 100 of Chapter 156B of the
Massachusetts General Laws (or any successor provision thereto), as
amended from time to time.

     Section 3.  Higher Vote for Business Combinations.  In addition
to any affirmative vote required by law, the By-Laws of the
Corporation or these Articles of Organization, and except as otherwise
expressly provided in Section 4 of this Article, any Business
Combination shall require the affirmative vote of the holders of at
least eighty percent (80%) of the votes which all


                                     -10-


<PAGE>


stockholders would be entitled to cast at any annual election of Directors or
class of Directors (the "Voting Stock").  Such affirmative vote shall be
required notwithstanding the fact that no vote may be required or that
a lesser percentage may be specified by law or in any agreement with
any securities exchange or otherwise.

     Section 4.  When Higher Vote Is Not Required.  The provisions of
Section 3 of this Article shall not be applicable to any particular
Business Combination, and such Business Combination shall require only
such affirmative vote, if any, as is required by law and any other
provision of the Articles of Organization or the By-Laws of this
Corporation, if the conditions specified in either of the following
subsections (a) or (b) are met:

    (a)  Approval by Disinterested Directors.  The Business Combination
         shall have been approved by a majority of the Disinterested Directors.

    (b)  Price and Procedure Requirements.  All of the following seven
         conditions shall have been met:

         (i)  The transaction constituting the Business Combination shall
              provide that the holders of Common Stock receive, in exchange for
              their stock, per share consideration (consisting of the cash and
              the Fair Market Value, as of the date of the consummation of the
              Business Combination, of consideration other than cash) at least
              equal to the highest of the following:

              A.  If applicable, the highest per share price (including any
                  brokerage commissions, transfer taxes and soliciting dealers'
                  fees) paid by or on behalf of the Interested Stockholder for
                  any shares of Common Stock in connection with the direct or
                  indirect acquisition by the Interested Stockholder of shares
                  of Common Stock which were acquired (1) within the two-year
                  period immediately prior to the first public announcement of
                  the proposed Business Combination (the "Announcement Date") or
                  (2) in the transaction in which it became an Interested
                  Stockholder, whichever is higher;

              B.  The Fair Market Value per share of Common Stock on the
                  Announcement Date or on the date on which the Interested
                  Stockholder became an Interested Stockholder (the
                  "Determination Date"), whichever is higher; and

              C.  If applicable, the price per share equal to the Fair Market
                  Value per share of Common Stock determined pursuant to
                  paragraph B immediately preceding, multiplied by the ratio of
                  (1) the highest per share price (including any brokerage
                  commissions, transfer taxes and soliciting dealers' fees) paid
                  by or on behalf of the Interested Stockholder for any share of
                  Common Stock in connection with the direct or indirect
                  acquisition by the Interested Stockholder of shares of Common
                  Stock which were acquired within the two-year period
                  immediately prior to the Announcement Date to (2) the Fair
                  Market Value per share of Common Stock on the first date in
                  such two-year period on which the Interested Stockholder
                  beneficially owned any shares of Common Stock.

                                     -11-

<PAGE>

              All per share prices shall be adjusted to reflect any
              intervening stock splits, stock dividends and reverse stock
              splits.

        (ii)  If the transaction constituting the Business Combination shall
              also provide that the holders of any class of outstanding Voting
              Stock, other than Common Stock, if any, are to receive
              consideration in exchange for their stock, the per share
              consideration (consisting of the cash and the Fair Market Value,
              as of the date of the consummation of the Business Combination, of
              consideration other than cash) shall be at least equal to the
              highest of the following (it being intended that the requirements
              of this subsection (b)(ii) shall be required to be met with
              respect to every class of outstanding Voting Stock, whether or not
              the Interested Stockholder beneficially owns any shares of a
              particular class of Voting Stock):

              A.  If applicable, the highest per share price (including any
                  brokerage commissions, transfer taxes and soliciting dealers'
                  fees) paid by or on behalf of the Interested Stockholder for
                  any share of such class of Voting Stock in connection with the
                  direct or indirect acquisition by the Interested Stockholder
                  of beneficial ownership of such share which was acquired
                  (1) within the two-year period immediately prior to the
                  Announcement Date or (2) in the transaction in which it
                  became an Interested Stockholder, whichever is higher;

              B.  If applicable, the highest preferential amount per share to
                  which the holders of shares of such class of Voting Stock are
                  entitled in the event of any voluntary or involuntary
                  liquidation, dissolution or winding up of the Corporation,
                  regardless of whether the Business Combination to be
                  consummated constitutes such an event;

              C.  The Fair Market Value per share of such class of Voting Stock
                  on the Announcement Date or on the Determination Date,
                  whichever is higher; and


                                     -12-


<PAGE>


              D.  If applicable, the price per share equal to the Fair Market
                  Value per share of such class of Voting Stock determined
                  pursuant to paragraph C immediately preceding, multiplied by
                  the ratio of (1) the highest per share price (including any
                  brokerage commissions, transfer taxes and soliciting dealers'
                  fees) paid by or on behalf of the stockholder for any share of
                  such class of Voting Stock in connection with the direct or
                  indirect acquisition by the Interested Stockholder of
                  beneficial ownership of shares which were acquired within the
                  two-year period immediately prior to the Announcement Date to
                  (2) the Fair Market Value per share of such class of Voting
                  Stock on the first day in such  two-year period on which the
                  Interested Stockholder beneficially owned any shares of such
                  class of Voting Stock.

                  All per share prices shall be adjusted for intervening stock
                  splits, stock dividends and reverse stock splits.

       (iii)  The consideration to be received by holders of a particular class
              of outstanding Voting Stock (including Common Stock) shall be in
              cash or in the same form as was previously paid by or on behalf of
              the Interested Stockholder in connection with its direct or
              indirect acquisition of beneficial ownership of shares of such
              class of Voting Stock.  If the Interested Stockholder beneficially
              owns shares of any class of Voting Stock which were acquired with
              varying forms of consideration, the form of consideration to be
              received by holders of such class of Voting Stock shall be either
              cash or the form used to acquire the largest number of shares of
              such class of Voting Stock beneficially owned by the Interested
              Stockholder.

        (iv)  After the Interested Stockholder has become an Interested
              Stockholder and prior to the consummation of such Business
              Combination (A) except as approved by a majority of the
              Disinterested Directors, there shall have been no failure to
              declare and pay at the regular date therefor any full quarterly
              dividends (whether or not cumulative) on any outstanding preferred
              stock; (B) there shall have been (1) no reduction in the annual
              rate of dividends paid on the Common Stock (except as necessary to
              reflect any subdivision of the Common Stock) except as approved by
              a majority of the Disinterested Directors, and (2) an increase in
              such annual rate of dividends (as necessary to prevent any such
              reduction) in the event of any reclassification (including any
              reverse stock split), recapitalization, reorganization or any
              similar transaction which has the effect of reducing the number
              of outstanding shares of the Common Stock, unless the failure so
              to increase such annual rate is approved by a majority of the


                                     -13-


<PAGE>


              Disinterested Directors; and (C) such Interested Stockholder shall
              not have become the beneficial owner of any shares of Voting Stock
              except as part of the transaction in which it became an Interested
              Stockholder and except in a transaction which after giving effect
              thereto, would not result in any increase in the Interested
              Stockholder's percentage beneficial ownership of any class of
              Voting Securities.

         (v)  After the Interested Stockholder has become an Interested
              Stockholder, such Interested Stockholder shall not have received
              the benefit, directly or indirectly (except proportionately as a
              stockholder), of any loans, advances, guarantees, pledges or other
              financial assistance or any tax credits or other tax advantages
              provided by the Corporation, whether in anticipation of or in
              connection with such Business Combination or otherwise.

        (vi)  A proxy or information statement describing the proposed Business
              Combination and complying with the requirements of the Securities
              Exchange Act of 1934 and the rules and regulations thereunder (or
              any subsequent provisions replacing such Act, rules or
              regulations) shall be mailed by the Interested Stockholder to all
              stockholders of the Corporation at least 30 days prior to the
              consummation of such Business Combination (whether or not such
              proxy or information statement is required to be mailed pursuant
              to such Act or subsequent provisions).

       (vii)  Such Interested Stockholder shall not have made any major change
              in the Corporation's business or equity capital structure without
              the approval of the majority of the Disinterested Directors.

     Section 5.  Certain Definitions.  For the purposes of this Article:

     (a)  The term "person" shall mean any individual, firm, corporation or
          other entity and shall include any group comprising any person and any
          other person with whom such person or any Affiliate or Associate of
          such person has any agreement, arrangement or understanding, directly
          or indirectly, for the purpose of acquiring, holding, voting or
          disposing of Voting Stock of the Corporation.

     (b)  The term "Interested Stockholder" shall mean any person (other
          than the Corporation or any Subsidiary and other than any
          profit-sharing, employee stock ownership or other employee benefit
          plan of the Corporation or any Subsidiary or any trustee of or
          fiduciary with respect to any such plan when acting in such capacity)
          who or which:

          (i)  Is at such time the beneficial owner, directly or indirectly, of
               shares of the


                                     -14-


<PAGE>


               Corporation having more than ten percent (10%) of the voting
               power of the then outstanding Voting Stock; or

         (ii)  At any time within the two-year period immediately prior to such
               time was the beneficial owner, directly or indirectly, of shares
               of the Corporation having more than ten percent (10%) of the
               voting power of the then outstanding Voting Stock; or

        (iii)  Is at any time an assignee of or has otherwise succeeded to the
               beneficial ownership of any shares of Voting Stock which were at
               any time within the two-year period immediately prior to such
               time beneficially owned by any Interested Stockholder if such
               assignment or succession shall have occurred in the course of a
               transaction or series of transactions not involving a public
               offering within the meaning of the Securities Act of 1933.

     (c)  A person shall be a "beneficial owner" of any shares of Voting
          Stock:

          (i)  Which are beneficially owned, directly or indirectly, by such
               person or any of its Affiliates or Associates;

         (ii)  Which such person or any of its Affiliates or Associates has (a)
               the right to acquire (whether or not such right is exercisable
               immediately) pursuant to any agreement, arrangement or
               understanding or upon the exercise of conversion rights, exchange
               rights, warrants or options or otherwise or (b) the right to vote
               pursuant to any agreement, arrangement or understanding; or

        (iii)  Which are beneficially owned, directly or indirectly, by any
               other person with which such person or any of its Affiliates or
               Associates has any agreement, arrangement or understanding for
               the purpose of acquiring, holding, voting or disposing of any
               shares of Voting Stock.

     (d)  For the purposes of determining whether a person is an Interested
          Stockholder pursuant to subsection 4(b), the number of shares of
          Voting Stock deemed to be outstanding shall include shares deemed
          beneficially owned by an Interested Stockholder through application of
          subsection 5(c) but shall not include any other shares of Voting Stock
          which may be issuable pursuant to any agreement, arrangement or
          understanding, or upon the exercise of conversion rights, exchange
          rights, warrants or options or otherwise.

     (e)  "Affiliate" and "Associate" shall have the respective meanings
          ascribed to such terms in Rule 12b-2 of the General Rules and
          Regulations under the Securities Exchange Act of 1934, as in effect on
          June 19, 1987 (the term registrant in said


                                     -15-


<PAGE>


          Rule 12b-2 meaning, in this case, the Corporation).

     (f)  "Beneficially owned" shall have the meaning ascribed to such term
          in Rule 13d-3 of the General Rules and Regulations under the
          Securities Exchange Act of 1934, as in effect on June 19, 1987.

     (g)  "Subsidiary" means any corporation of which a majority of any
          class of equity security is owned, directly or indirectly, by the
          Corporation.

     (h)  "Disinterested Director" means any member of the Board of
          Directors of the Corporation who is unaffiliated with, and not a
          representative of, an Interested Stockholder or any Affiliate or
          Associate of an Interested Stockholder and was a member of the Board
          of Directors on June 19, 1987 or prior to the time that the Interested
          Stockholder or any Affiliate or Associate of an Interested Stockholder
          became an Interested Stockholder, and any successor of a Disinterested
          Director who is unaffiliated with, and not a representative of, the
          Interested Stockholder or any Affiliate or Associate of an Interested
          Stockholder and is recommended or elected to succeed a Disinterested
          Director by a majority of the Disinterested Directors then on the
          Board of Directors.

     (i)  "Fair Market Value" means:  (i) in the case of stock, the highest
          closing sale price during the 30-day period immediately preceding the
          date in question of a share of such stock on the Composite Tape for
          New York Stock Exchange Listed Stocks or, if such stock is not quoted
          on the Composite Tape, on the New York Stock Exchange or, if such
          stock is not listed on such Exchange, on the principal United States
          securities exchange registered under the Securities Exchange Act of
          1934 on which such stock is listed or, if such stock is not listed on
          any such exchange, the highest closing sale price or the highest
          closing bid quotation, respectively, with respect to a share of such
          stock during the 30-day period preceding the date in question on the
          National Market System or the National Association of Securities
          Dealers, Inc. Automated Quotations System, as the case may be, or any
          system then in use or, if no such quotations are available, the fair
          market value on the date in question of a share of such stock as
          determined by a majority of the Disinterested Directors in good faith;
          and (ii) in the case of property other than cash or stock, the fair
          market value of such property on the date in question as determined by
          the Board of Directors in good faith.

     (j)  In the event of any Business Combination in which the Corporation
          survives, the phrase "consideration other than cash" as used in
          subsection 4(b) of this Article shall include the shares of Common
          Stock and/or the shares of any other class of outstanding Voting Stock
          retained by the holders of such shares.

     (k)  "Substantial Part" of the Corporation shall mean more than ten
          percent (10%) of


                                     -16-


<PAGE>


          the fair market value of the total assets of the Corporation as of the
          end of its most recent fiscal quarter ending prior to the time the
          determination is made.

     Section 6.  Determinations by Disinterested Directors.  The
Disinterested Directors shall have the power and duty to determine for
purposes of this Article, on the basis of information known to them
after reasonable inquiry, all facts necessary to determine compliance
with this Article, including, without limitation, (a) whether a person
is an Interested Stockholder, (b) the number of shares of Voting Stock
beneficially owned by any person, (c) whether a person is an Affiliate
or Associate of another, (d) whether the requirements of subsection
4(b) have been met with respect to any Business Combination and (e)
whether the assets which are the subject of any Business Combination
equal or exceed, or whether the consideration to be received from the
issuance or transfer of securities by the Corporation or any
Subsidiary in any Business Combination equals or exceeds, a
Substantial Part of the assets of the Corporation.  Any such
determination made in good faith shall be binding and conclusive on
all persons for all purposes.

     Section 7.  No Duty to Approve Business Contributions.  Nothing
contained in this Article shall be construed to relieve any Interested
Stockholder from any fiduciary obligation imposed by law.

     Section 8.  Minimum Consideration.  Consideration for shares to
be paid to any stockholder pursuant to this Article shall be the
minimum consideration payable to the stockholder and shall not limit a
stockholder's right under any provision of law or otherwise to receive
greater consideration for any shares of the Corporation.

     Section 9.  Fiduciary Obligations.  The fact that any Business
Combination complies with the provisions of section 4 of this Article
shall not be construed to impose any fiduciary duty, obligation or
responsibility on the Board of Directors, or any member thereof, to
approve such Business Combination or recommend its adoption or
approval to the stockholders of the Corporation, nor shall such
compliance limit, prohibit or otherwise restrict in any manner the
Board of Directors or any member thereof with respect to evaluations
of or actions and responses taken with respect to such Business
Combination.

     Section 10.  Amendments to Article.  Notwithstanding any other
provisions of law, these Articles of Organization or the By-Laws of
the Corporation, and notwithstanding the fact that a lesser percentage
may be specified by law, the affirmative vote of the holders of at
least eighty percent (80%) of the votes which all the stockholders
would be entitled to cast at any annual election of directors or class
of directors shall be required to amend or repeal, or to adopt any
provision inconsistent with, this Article; provided that such eighty
percent (80%) vote shall not be required, and only the vote otherwise
provided by law, by the By-Laws of the Corporation or by these
Articles of Organization shall be required, for any amendment, repeal
or adoption previously approved by the Board of Directors and by each
Disinterested Director.


                                     -17-


<PAGE>


     We further certify that the foregoing restated articles of
organization effect no amendments to the articles of organization of the
corporation           amended, except amendments to the following articles
sixth
-----

---------------------------------------------------------------------------
      (""If there is no such amendment, state "None")


                Briefly describe amendments in space below:

     Article 6 is amended by the addition of Articles 6D, 6E and 6F. 
Article 6D provides for the elimination of the personal liability of
directors for monetary damages, except under certain circumstances. 
Article 6E provides for the classification of the Board of Directors
into three classes and amended procedures for changing the number of
directors, removing directors and filling vacancies on the Board of
Directors.  Article 6F contains a "fair price" provision providing for
minimum price, form of consideration and procedural requirements, or
alternatively, the affirmative vote of 80% of the holders of the
outstanding stock entitled to vote in connection with certain business
combinations involving a 10% stockholder, or a vote of a majority of
the holders of the outstanding stock entitled to vote in connection
with corporate actions which satisfy or do not trigger the fair price
provision.














IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this 18th day of September in this year 1987.



/s/ David A. Boucher
------------------------------------------------------------ President/
        David A. Boucher


/s/ J. John Brennan
------------------------------------------------------------ Clerk/
        J. John Brennan




                                     -18-

<PAGE>


                                     
                                     
                                     
                                     
                                     
                                     
                    THE COMMONWEALTH OF MASSACHUSETTS
                                     
                    RESTATED ARTICLES OF ORGANIZATION
                 (General Laws, Chapter 156B, Section 74)

                           I hereby approve the within 
                     restated articles of organization
                     and, the filing fee in the amount 
                     of 225.00 having been paid, said
                     articles are deemed to have been 
                     filed with me this 22nd day of
                     September , 1987.



                                    MICHAEL JOSEPH CONNOLLY
                                       Secretary of State











                       TO BE FILLED IN BY CORPORATION
                                      
                     Photo Copy of Restated Articles Of 
                     Organization To Be Sent To:

                          Ellen Chiniara, Esquire
                      ---------------------------------
                          Hale and Dorr
                      ---------------------------------
                          60 State Street
                      ---------------------------------
                          Boston, MA 02109
                      ---------------------------------
                      Telephone:  (617)742-9100
                                -----------------------

                                     -19-

<PAGE>
                                     
                     THE COMMONWEALTH OF MASSACHUSETTS
                                      
                          MICHAEL JOSEPH CONNOLLY
                             Secretary of State          Federal Identification
                   ONE ASHBURTON PLACE, BOSTON, MA 02108        No. 04-2729042
                                                                    ----------

               CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
                        A SERIES OF A CLASS OF STOCK
                                      
                   General Laws, Chapter 156B, Section 26
                                      
                                      
                                    ----
                                      
                                      
     We,       David A. Boucher              , President, and 
               J. John Brennan                    , Clerk of 
     
                              Interleaf, Inc.
                           (Name of Corporation)
                                      
located at Ten Canal Park, Cambridge, MA 02141
do hereby certify that at a meeting of the directors of the
corporation held on     July 11, 1988   , the following vote
establishing and designating a series of a class of stock and
determining the relative rights and preferences thereof was duly
adopted:

    VOTED:    That, pursuant to the authority conferred in the Board
of Directors of the Corporation in accordance with the provisions of its 
Articles of Organization, a series of Preferred Stock, $.10 par value (the 
"Preferred Stock"), of the Corporation be, and it hereby is established, and 
that the designation and number of shares, and relative rights, preferences 
and limitations thereof are fixed as follows:

                             (See Attachment A)
                                      



Note: Votes for which the space provided above is not sufficient
should be set out on continuation sheets to be


                                      -20-

<PAGE>

numbered 2A, 2B, etc. Continuation sheets must have a left-hand margin of 1 
inch wide for binding and shall be 8 1/2 x 11.  Only one side should be used.

                                 ATTACHMENT A

                                      to

                        CERTIFICATE OF VOTE OF DIRECTORS
                     ESTABLISHING A SERIES OF A CLASS OF STOCK

                                      of

                                INTERLEAF, INC.

                                To be designated

                    Series A Junior Participating Preferred Stock

                      ----------------------------------------
                                      

    Interleaf, Inc., a Massachusetts corporation (the "Corporation"),
pursuant to the authority conferred in the Board of Directors of the
Corporation in accordance with the provisions of the Article of
Organization, certifies that the Board of Directors of the
Corporation, at a meeting duly called and held on July 11, 1988, duly
voted to establish a series of Preferred Stock, $.10 par value (the
"Preferred Stock"), of the Corporation and that the designation and
number of shares, and relative rights, preferences and limitations
thereof are fixed as follows:
     
    Series A Junior Participating Preferred Stock:
     
    Section 1. Designation and Amount.  The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock"
(the "Series A Preferred Stock") and the number of shares constituting
the Series A Preferred Stock shall be 200,000.  Such number of shares
may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series
A Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or upon the
conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.
     
    Section 2.  Dividends and Distributions.
     
         (A)  Subject to the rights of the holders of any shares of any
    series of Preferred Stock (or any similar stock) ranking prior and
    superior to the Series A Preferred Stock with respect to dividends,
    the holders of shares of Series A

                                      -21-

<PAGE>


    Preferred Stock, in preference to the holders of Common Stock, par value 
    $.0l per share (the "Common Stock"), of the Corporation, and of any 
    other junior stock, shall be  entitled to receive, when, as and if 
    declared by the Board of Directors out of funds of the Corporation legally
    available for the payment of dividends, quarterly dividends payable in 
    cash on March 31, June 30, September 30 and December 31 in each year 
    (each such date being referred to herein as a "Quarterly Dividend Payment
    Date"), commencing on the first Quarterly Dividend Payment Date after the
    first issuance of a share or fraction of a share of Series A Preferred
    Stock, in an amount per share (rounded to the nearest cent) equal to
    the greater of (a) $1 or (b) subject to the provision for adjustment
    hereinafter set forth, 100 times the aggregate per share amount of all
    cash dividends, and 100 times the aggregate per share amount (payable
    in kind) of all non-cash dividends or other distributions, other than
    a dividend payable in shares of Common Stock or a subdivision of the
    outstanding shares of Common Stock (by reclassification or otherwise),
    declared on the Common Stock since the immediately preceding Quarterly
    Dividend Payment Date or, with respect to the first Quarterly Dividend
    Payment Date, since the first issuance of any share or fraction of a
    share of Series A Preferred Stock.  In the event the Corporation shall
    at any time declare or pay any dividend on the Common Stock payable in
    shares of Common Stock, or effect a subdivision, combination or
    consolidation of the outstanding shares of Common Stock (by
    reclassification or otherwise than by payment of a dividend in shares
    of Common Stock) into a greater or lesser number of shares of Common
    Stock, then in each such case the amount to which holders of shares of
    Series A Preferred Stock were entitled immediately prior to such event
    under clause (b) of the preceding sentence shall be adjusted by
    multiplying such amount by a fraction, the numerator of which is the
    number of shares of Common Stock outstanding immediately after such
    event and the denominator of which is the number of shares of Common
    Stock that were outstanding immediately prior to such event.

         (B)  The Corporation shall declare a dividend or distribution on
    the Series A Preferred Stock as provided in paragraph (A) of this
    Section immediately after it declares a dividend or distribution on
    the Common Stock (other than a dividend payable in shares of Common
    Stock) and the Corporation shall pay such dividend or distribution on
    the Series A Preferred Stock before the dividend or distribution
    declared on the Common Stock is paid or set apart; provided that, in
    the event no dividend or distribution shall have been declared on the
    Common Stock during the period between any Quarterly Dividend Payment
    Date and the next subsequent Quarterly Dividend Payment Date, a
    dividend of $1 per share on the Series A Preferred Stock shall
    nevertheless be payable on such subsequent Quarterly Dividend Payment
    Date.
     
         (C)  Dividends shall begin to accrue and be cumulative on
    outstanding shares of Series A Preferred Stock from the Quarterly
    Dividend Payment Date


                                      -22-

<PAGE>


    next preceding the date of issue of such shares, unless the date of 
    issue of such shares is prior to the record date for the first Quarterly
    Dividend Payment Date, in which case dividends on such shares shall begin
    to accrue from the date of issue of such shares, or unless the date of 
    issue is a Quarterly Dividend Payment Date or is a date after the record 
    date for the determination of holders of shares of Series A Preferred 
    Stock entitled to receive a quarterly dividend and before such Quarterly 
    Dividend Payment Date, in either of which events such dividends shall 
    begin to accrue and be cumulative from such Quarterly Dividend Payment 
    Date.  Accrued but unpaid dividends shall not bear interest.  Dividends 
    paid on the shares of Series A Preferred Stock in an amount less than the 
    total amount of such dividends at the time accrued and payable on such
    shares shall be allocated pro rata on a share-by-share basis among all
    such shares at the time outstanding.  The Board of Directors may fix a
    record date for the determination of holders of shares of Series A
    Preferred Stock entitled to receive payment of a dividend or
    distribution declared thereon, which record date shall be not more
    than 60 days prior to the date fixed for the payment thereof.

     
    Section 3.  Voting Rights.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:
     
         (A)  Subject to the provision for adjustment hereinafter set
    forth, each share of Series A Preferred Stock shall entitle the holder
    thereof to 100 votes on all matters submitted to a vote of the
    stockholders of the Corporation.  In the event the Corporation shall
    at any time declare or pay any dividend on the Common Stock payable in
    shares of Common Stock, or effect a subdivision, combination or
    consolidation of the outstanding shares of Common Stock (by
    reclassification or otherwise than by payment of a dividend in shares
    of Common Stock) into a greater or lesser number of shares of Common
    Stock, then in each such case the number of votes per share to which
    holders of shares of Series A Preferred Stock were entitled
    immediately prior to such event shall be adjusted by multiplying such
    number by a fraction, the numerator of which is the number of shares
    of Common Stock outstanding immediately after such event and the
    denominator of which is the number of shares of Common Stock that were
    outstanding immediately prior to such event.
     
         (B)  Except as otherwise provided herein, in the Articles of
    Organization or by law, the holders of shares of Series A Preferred
    Stock and the holders of shares of Common Stock shall vote together as
    one class on all matters submitted to a vote of stockholders of the
    Corporation.
     
         (C)  (i) If any time dividends on any Series A Preferred Stock
    shall be in arrears in an amount equal to six quarterly dividends
    thereon, the holders of the Series A Preferred Stock, voting as a
    separate series from all other series 

                                      -23-

<PAGE>


    of Preferred Stock and classes of capital stock, shall be entitled to 
    elect two members of the Board of Directors in addition to any Directors 
    elected by any other series, class or classes of securities and the 
    authorized number of Directors will automatically be increased by two.  
    Promptly thereafter, the Board of Directors of this Corporation shall, 
    as soon as may be practicable, call a special meeting of holders of 
    Series A Preferred Stock for the purpose of electing such members of the 
    Board of Directors.  Said special meeting shall in any event be held 
    within 45 days of the occurrence of such arrearage.

            (ii)  During any period when the holders of Series A Preferred
        Stock, voting as a separate series, shall be entitled and shall have
        exercised their right to elect two Directors, then and during such
        time as such right continues (a) the then authorized number of
        Directors shall be increased by two, and the holders of Series A
        Preferred Stock, voting as a separate series, shall be entitled to
        elect the additional Director so provided for, and (b) each such
        additional Director shall not be a member of any existing class of the
        Board of Directors, but shall serve until the next annual meeting of
        stockholders for the election of Directors, or until his successor
        shall be elected and shall qualify, or until his right to hold such
        office terminates pursuant to the provisions of this Section 3(C).

            (iii)  A Director elected pursuant to the terms hereof may be
        removed with or without cause by the holders of Series A Preferred
        Stock entitled to vote in an election of such Director.

            (iv) If, during any interval between annual meetings of
        stockholders for the election of Directors and while the holders of
        Series A Preferred Stock shall be entitled to elect two Directors,
        there is no such Director in office by reason of resignation, death or
        removal, then, promptly thereafter, the Board of Directors shall cause
        a special meeting of the holders of Series A Preferred Stock for the
        purpose of filling such vacancy and such vacancy shall be filled at
        such special meeting.  Such special meeting shall in any event be held
        within 45 days of the occurrence of such vacancy.

            (v)  At such time as the arrearage is fully cured, and all
        dividends accumulated and unpaid on any shares of Series A Preferred
        Stock outstanding are paid, and, in addition thereto, at least one
        regular dividend has been paid subsequent to curing such arrearage,
        the term of office of any Director elected pursuant to this Section
        3(C), or his successor, shall automatically terminate, and the
        authorized number of Directors shall automatically decrease by two,
        the rights of the holders of the shares of the Series A Preferred
        Stock to vote as provided in this Section 3(C) shall cease, subject to
        renewal from time to time upon the same terms and 

                                      -24-

<PAGE>


        conditions, and the holders of shares of the Series A Preferred Stock 
        shall have only the limited voting rights elsewhere herein set forth.

        (D)  Except as set forth herein, or as otherwise provided by law,
    holders of Series A Preferred Stock shall have no special voting
    rights and their consent shall not be required (except to the extent
    they are entitled to vote with holders of Common Stock as set forth
    herein) for taking any corporate action.


                                      -25-

<PAGE>


    Section 4. Certain Restrictions.
     
        (A)  Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
     
            (i)  declare or pay dividends, or make any other distributions,
        on any shares of stock ranking junior (either as to dividends or upon
        liquidation, dissolution or winding up) to the Series A Preferred
        Stock;
     
            (ii)  declare or pay dividends, or make any other distributions,
        on any shares of stock ranking on a parity (either as to dividends or
        upon liquidation, dissolution or winding up) with the Series A
        Preferred Stock, except dividends paid ratably on the Series A
        Preferred Stock and all such parity stock on which dividends are
        payable or in arrears in proportion to the total amounts to which the
        holders of all such shares are then entitled;
     
            (iii)  redeem or purchase or otherwise acquire for consideration
        shares of any stock ranking junior (either as to dividends or upon
        liquidation, dissolution or winding up) to the Series A Preferred
        Stock, provided that the Corporation may at any time redeem, purchase
        or otherwise acquire shares of any such junior stock in exchange for
        shares of any stock of the Corporation ranking junior (either as to
        dividends or upon dissolution, liquidation or winding up) to the
        Series A Preferred Stock; or
     
            (iv)  redeem or purchase or otherwise acquire for consideration
        any shares of Series A Preferred Stock, or any shares of stock ranking
        on a parity with the Series A Preferred Stock, except in accordance
        with a purchase offer made in writing or by publication (as determined
        by the Board of Directors) to all holders of such shares upon such
        terms as the Board of Directors, after consideration of the respective
        annual dividend rates and other relative rights and preferences of the
        respective series and classes, shall determine in good faith will
        result in fair and equitable treatment among the respective series or
        classes.
     
        (B)  The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.
     
    Section 5. Reacquired Shares.  Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled


                                      -26-

<PAGE>


promptly after the acquisition thereof.  All such shares shall upon their 
cancellation become authorized but unissued shares of Preferred Stock and may 
be reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the
Articles of Organization, or in any other Certificates of Vote of
Directors Establishing a Series of a Class of Stock or as otherwise
required by law.
     
    Section 6. Liquidation, Dissolution or Winding Up.
     
        (A)  Upon any liquidation, dissolution or winding up of the
    Corporation, no distribution shall be made (1) to the holders of
    shares of stock ranking junior (either as to dividends or upon
    liquidation, dissolution or winding up) to the Series A Preferred
    Stock unless, prior thereto, the holders of shares of Series A
    Preferred Stock shall have received $100 per share, plus an amount
    equal to accrued and unpaid dividends and distributions thereon,
    whether or not declared, to the date of such payment, provided that
    the holders of shares of Series A Preferred Stock shall be entitled to
    receive an aggregate amount per share, subject to the provision for
    adjustment hereinafter set forth, equal to 100 times the aggregate
    amount to be distributed per share to holders of shares of Common
    Stock, or (2) to the holders of shares of stock ranking on a parity
    (either as to dividends or upon liquidation, dissolution or winding
    up) with the Series A Preferred Stock, except distributions made
    ratably on the Series A Preferred Stock and all such parity stock in
    proportion to the total amounts to which the holders of all such
    shares are entitled upon such liquidation, dissolution or winding up.
     
        (B)  Neither the consolidation, merger or other business
    combination of the Corporation with or into any other corporation nor
    the sale, lease, exchange or conveyance of all or any part of the
    property, assets or business of the Corporation shall be deemed to be
    a liquidation, dissolution or winding up of the Corporation for
    purposes of this Section 6.

        (C)  In the event the Corporation shall at any time declare or
    pay any dividend on the Common Stock payable in shares of Common
    Stock, or effect a subdivision, combination or consolidation of the
    outstanding shares of Common Stock (by reclassification or otherwise
    than by payment of a dividend in shares of Common Stock) into a
    greater or lesser number of shares of Common Stock, then in each such
    case the aggregate amount to which holders of shares of Series A
    Preferred Stock were entitled immediately prior to such event under
    the proviso in clause (1) of paragraph (A) of this Section 6 shall be
    adjusted by multiplying such amount by a fraction the numerator of
    which is the number of shares of Common Stock outstanding immediately
    after such event and the denominator of which is the number of shares
    of Common Stock that were outstanding immediately prior to such event.

    Section 7. Consolidation, Merger, etc.  Notwithstanding anything
to the contrary contained herein, in case the Corporation shall enter
into any consolidation, merger, 


                                      -27-

<PAGE>


combination or other transaction in which the shares of Common Stock are 
exchanged for or changed into other stock or securities, cash and/or any 
other property, then in any such case each share of Series A Preferred Stock 
shall at the same time be similarly exchanged or changed into an amount per 
share, subject to the provision for adjustment hereinafter set forth, equal 
to 100 times the aggregate amount of stock, securities, cash and/or any other 
property (payable in kind), as the case may be, into which or for which each 
share of Common Stock is changed or exchanged.  In the event the Corporation 
shall at any time declare or pay any dividend on the Common Stock payable in 
shares of Common Stock, or effect a subdivision, combination or consolidation 
of the outstanding shares of Common Stock (by reclassification or otherwise 
than by payment of a dividend in shares of Common Stock) into a greater or 
lesser number of shares of Common Stock, then in each such case the amount 
set forth in the preceding sentence with respect to the exchange or change of 
shares of Series A Preferred Stock shall be adjusted by multiplying such 
amount by a fraction, the numerator of which is the number of shares of 
Common Stock outstanding immediately after such event and the denominator of 
which is the number of shares of Common Stock that were outstanding 
immediately prior to such event.
     
    Section 8.  No Redemption.  The shares of Series A Preferred Stock shall 
not be redeemable.
     
    Section 9.  Rank.  The Series A Preferred Stock shall rank, with respect 
to the payment of dividends and the distribution of assets, junior to all 
series of any other class of the Preferred Stock issued either before or 
after the issuance of the Series A Preferred Stock, unless the terms of any 
such series shall provide otherwise.
     
    Section 10.  Amendment.  The Articles of Organization of the Corporation 
shall not be amended in any manner which would materially alter or change the 
powers, preferences or special rights of the Series A Preferred Stock so as 
to affect them adversely without the affirmative vote of the holders of at 
least two-thirds of the outstanding shares of Series A Preferred Stock,      
voting together as a single class.

    Section 11.  Fractional Shares.  Series A Preferred Stock may be issued 
in fractions of a share which shall entitle the holder, in proportion to such 
holder's fractional shares, to exercise voting rights, receive dividends, 
participate in distributions and have the benefit of all other rights of 
holders of Series A Preferred Stock.


                                      -28-

<PAGE>



























    IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto 
signed our names this  25th day of July in this year 1988.
z


/s/ David A. Boucher               President/                               
-----------------------------------
        David A. Boucher


/s/ J. John Brennan                Clerk/
-----------------------------------
        J. John Brennan



                                      -29-

<PAGE>


                      THE COMMONWEALTH OF MASSACHUSETTS


                Certificate of Vote of Directors Establishing

                        A Series of a Class of Stock
                                      
                  (General Laws, Chapter 156B, Section 26)
                                      

                     I hereby approve the within certificate and, 
                the filing fee in the amount of $         having 
                been paid, said certificate is hereby filed this 
                day of             , 19
                                     




                                       MICHAEL JOSEPH CONNOLLY
                                         Secretary of State
                                     


                      TO BE FILLED IN BY CORPORATION

                   PHOTO COPY OF CERTIFICATE TO BE SENT

               TO:    Christopher P. Holsing, Esq.
                      ------------------------------------
                      Hale and Dorr
                      ------------------------------------
                      60 State Street
                      ------------------------------------
                      Boston, Massachusetts 02109
                      ------------------------------------
                      Telephone: (617)742-9100  Ext. 2514
                      ------------------------------------

                                                  Copy Mailed


                                      -30-

<PAGE>


                  THE COMMONWEALTH OF MASSACHUSETTS
                                     
                       MICHAEL JOSEPH CONNOLLY
                         Secretary of State            Federal Identification
                  ONE ASHBURTON PLACE, BOSTON, MA 02108       No.  04-2729042
                                                                   ----------
                                     
            CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
                     A SERIES OF A CLASS OF STOCK
                                     
                General Laws, Chapter 156B, Section 26

                               ----------


     We,       David A. Boucher           , President, and 
               John K. Hyvnar             , Clerk of 
                                     
                              Interleaf, Inc.
                           (Name of Corporation)
                                      
located at Ten Canal Park, Cambridge, MA 02141
do hereby certify that at a meeting of the directors of the
corporation held on September 22, 1989, the following vote
establishing and designating a series of a class of stock and
determining the relative rights and preferences thereof was duly
adopted:


    VOTED:  That pursuant to the authority vested in the Board of Directors 
of the Corporation in accordance with the provisions of its Articles of 
Organization, as amended, a series of Preferred Stock of the Corporation be 
and it hereby is created, and that the designation and amount thereof and the 
voting powers, preferences and relative, participating, optional and other 
special rights of the shares of such series, and the qualifications, 
limitations or restrictions thereof shall be as set forth on Exhibit A 
attached hereto.
                                     
                            (See Attachment A)





Note:  Votes for which the space provided above is not sufficient
should be set out on continuation sheets to be numbered 2A, 2B, etc. 
Continuation sheets must have a left-hand margin of 1 inch wide for
binding and shall be 8 1/2 x 11.  Only one side should be used.

                                      -31-

<PAGE>
                                 EXHIBIT A

    Section 1.  Designation and Amount.  The shares of this series of
preferred stock of Interleaf, Inc. (the "Company") shall be designated
as "Senior Series B Convertible Preferred Stock" ("Series B Preferred
Stock") and the number of shares constituting such series shall be
2,142,857 with a par value per share of $.l0.
                                     
    Section 2.  Dividends.  No dividends shall be declared, set aside
or paid upon outstanding shares of any class of Common Stock of the
Company, other than a dividend to which the provisions of Section 5(d)
apply, unless a dividend shall be declared, set aside or paid, as the
case may be, upon the Series B Preferred Stock, such that the holder
of each share of Series B Preferred Stock shall be entitled to that
amount as would be declared, set aside or paid, as the case may be, on
the number of shares of Common Stock into which each such share of
Series B Preferred Stock could be converted pursuant to the provisions
of Section 5 hereof, such number determined as of the record date for
the determination of holders of Common Stock entitled to receive such
dividend.
                                     
    Section 3.  Liquidation, Dissolution or Winding Up.
                                     
    (a) In the event of any liquidation, dissolution or winding up of the 
Company, whether voluntary or involuntary, the following shall apply:
                                     
            (i)  First, holders of outstanding shares of Series B Preferred
        Stock shall be entitled to be paid out of the assets of the Company
        available for distribution to stockholders, whether such assets are
        capital, surplus, or earnings, an amount equal to $7.00 per share
        (adjusted appropriately for stock splits, stock dividends and the
        like), before any payment shall be made to the holders of any class of
        Common Stock or of any other stock ranking on liquidation junior to
        the Series B Preferred Stock.  If, upon any liquidation, dissolution
        or winding up of the Company, the amounts payable with respect to the
        Series B Preferred Stock and any other stock ranking as to any such
        distribution on a parity with the Series B Preferred Stock are not
        paid in full, the holders of the Series B Preferred Stock and such
        other stock shall share ratably in any distribution of assets in
        proportion to the full respective preferential amounts to which they
        are entitled.
                                     
            (ii)  Second, provided the holders of the outstanding shares of
        Series B Preferred Stock have received all of the amounts specified in
        clause (i) of this subsection (a), and subject to the rights of
        holders of any other class or series of capital stock of the Company
        ranking as to liquidation preference senior to the Common Stock and
        junior to or on a parity with the Series B Preferred Stock, the
        holders of outstanding shares of Common Stock shall be entitled to be
        paid out of the assets of the Company available for distribution to
        stockholders, whether such assets are capital, surplus or earnings, an
        amount per share of such Common 


                                      -32-

<PAGE>


        Stock equal to a fraction, the numerator of which is the aggregate 
        amount paid to the holders of the outstanding shares of Series B 
        Preferred Stock pursuant to clause (i) of this subsection (a) and the 
        denominator of which is equal to the number of shares of Common Stock 
        issuable upon the conversion of the outstanding shares of Series B 
        Preferred Stock immediately prior to any such liquidation, 
        dissolution or winding up of the Company.
                                     
            (iii)  Third, provided that the holders of the outstanding shares
        of Series B Preferred Stock have received all of the amounts specified
        in clause (i) of this subsection (a), and provided, further, that the
        holders of the outstanding shares of Common Stock have received all of
        the amounts specified in clause (ii) of this subsection (a), the
        holders of the outstanding shares of Series B Preferred Stock shall
        share ratably with the holders of the outstanding shares of Common
        Stock in the distribution of the assets of the Company remaining for
        distribution to stockholders, whether such assets are capital, surplus
        or earnings (the "Residual Assets"), as if each share of Series B
        Preferred Stock had been converted into the number of shares of Common
        Stock issuable upon the conversion of a share of Series B Preferred
        Stock immediately prior to any such liquidation, dissolution or
        winding up of the Company (taking into account the rights of holders
        of any other class or series of capital stock of the Company entitled
        to share in such distribution of the Residual Assets).
                                     
    (b) A consolidation or merger of the Company or a sale of all or 
substantially all of the assets of the Company or other similar transaction 
shall be regarded as a liquidation, dissolution or winding up of the affairs 
of the Company within the meaning of this Section 3; provided, however, that 
each holder of Series B Preferred Stock shall have the right to elect the 
benefits of the provisions of Section 5(g) hereof in lieu of receiving 
payment in liquidation, dissolution or winding up of the Company pursuant to 
this Section 3.
                                     
    (c) In the event of a liquidation, dissolution or winding up of the 
Company resulting in the availability of assets other than cash for 
distribution to the holders of the Series B Preferred Stock, the holders of 
the Series B Preferred Stock shall be entitled to a distribution of cash 
and/or assets equal in value to the liquidation preference and other 
distribution rights stated in Section 3(a).  In the event that such 
distribution to the holders of the Series B Preferred Stock shall include any 
assets other than cash, the following provisions shall govern.  The Board of 
Directors shall first determine the value of such assets for such purpose, 
and shall notify all holders of shares of Series B Preferred Stock of such 
determination.  The value of such assets for purposes of the distribution 
under this paragraph 3(c) shall be the value as determined by the Board of 
Directors in good faith and with due care, unless the holders of a majority 
of the outstanding shares of Series B Preferred Stock shall object thereto in 
writing within 15 days after the date of such notice.  In the event of such 
objection, the valuation of such assets for purposes of such distribution 
shall be determined by an arbitrator selected by the objecting stockholders 
and the Board of Directors, or in the event a single arbitrator cannot be 
agreed upon within 10 

                                      -33-

<PAGE>


days after the written objection sent by the objecting stockholders in 
accordance with the previous sentence, the valuation of such assets shall be 
determined by arbitration in which (i) the objecting stockholders shall name 
in their notice of objection one arbitrator, (ii) the Board of Directors 
shall name a second arbitrator within 15 days from the receipt of such 
notice, (iii) the two arbitrators thus selected shall select a third 
arbitrator, and (iv) the three arbitrators thus selected shall determine the 
valuation of such assets for purposes of such distribution by majority vote. 
The costs of such arbitration shall be borne by the Company and by the 
holders of the Series B Preferred Stock (on a pro rata basis out of the 
assets otherwise distributable to them) as follows: (i) if the valuation as 
determined by the arbitrators is greater than 90% of the valuation as 
determined by the Board of Directors, the holders of the Series B Preferred 
Stock shall pay the costs of the arbitration, and (ii) otherwise, the Company 
shall bear the costs of the arbitration.
                                     
    Section 4.  Voting Rights.
                                     
    (a) Except as otherwise expressly provided herein (including without 
limitation the provisions of Sections 4(b) and 4(c) below) or as required by 
law, the holders of shares of the Series B Preferred Stock shall be entitled 
to vote on all matters submitted to a vote of the holders of Common Stock, 
voting together with the holders of Common Stock as a single class.  Each 
share of Series B Preferred Stock shall be entitled to the number of votes 
equal to the number of shares of Common Stock into which such share of Series 
B Preferred Stock could be converted pursuant to the provisions of Section 5 
hereof on the record date for determining the stockholders entitled to vote, 
rounded to the nearest one-tenth of a vote..
                                     
    (b) So long as any shares of Series B Preferred Stock are outstanding, the 
consent of the holders of at least a majority of the outstanding shares of 
Series B Preferred Stock, given in person or by proxy, either in writing (if 
permitted by law) or at a special meeting called for that purpose, at which 
the holders of Series B Preferred Stock shall vote separately as a class, 
shall be necessary for effecting, validating or authorizing any one or more 
of the following:
                                     
            (i) the amendment, alteration or repeal of any of the provisions 
        of  the Articles of Organization, as amended, of the Company, or any 
        amendment thereto or any other certificate filed pursuant to law 
        (including any such amendment, alteration or repeal effected by any 
        merger or consolidation to which the Company is a party), which would 
        adversely affect any of the rights, powers, privileges or preferences 
        of outstanding shares of Series B Preferred Stock;
                                     
            (ii) the authorization or issuance of any additional class of stock 
        or equity security ranking prior to or on a parity with the Series B 
        Preferred Stock as to liquidation preference or dividend rights or 
        prior to the Series B Preferred Stock as to voting rights, or any 
        increase in the authorized amount of any class of stock ranking prior 
        to or on a parity with the Series B Preferred Stock as to liquidation 
        preference or dividend rights (including any such authorization or 
        increase effected by a merger or consolidation to which the Company is 
        a party and including any increase in the authorized amount of 

                                      -34-

<PAGE>


        Series B Preferred Stock); provided, however, that this restriction 
        shall not apply to any such authorization or issuance of Common stock 
        or the Company's Series A Junior Participating Preferred Stock (the 
        "Series A Preferred Stock") issued upon exercise of Rights issued 
        pursuant to the Rights Agreement (as defined below);
                                     
            (iii) for a period of two years commencing on the date of the 
        filing of this vote, the purchase, redemption or acquisition (or 
        payment into or setting aside for a sinking fund for any such purpose) 
        of any of the Common stock of any class or any other capital stock or 
        equity security of the Company (other than the Series B Preferred 
        Stock in accordance with the terms hereof); provided, however, that 
        this restriction shall not apply to the repurchase of shares of Common 
        Stock issued pursuant to the Company's employee benefit or option 
        plan; and, provided, further, that this restriction shall not apply 
        to redemptions of Common Stock of the Company in any 6 month period 
        not in excess of $100,000; or
                                     
            (iv) the approval of a merger, consolidation, liquidation or sale 
        of all or substantially all of the assets of the Company or other 
        similar transaction that would result in a holder of Series B 
        Preferred Stock receiving an amount less than (A) $14.00 per then 
        outstanding share of Series B Preferred Stock (adjusted appropriately 
        for stock splits, stock dividends and the like) through March 31, 1991 
        or (B) $18.00 per then outstanding share of Series B Preferred Stock 
        (adjusted appropriately for stock splits, stock dividends and the like)
        commencing on April 1, 1991 and thereafter, in the case of (A) or (B)
        above, on a converted basis or otherwise.
                                     
    (c) So long as at least a majority of the authorized shares of the Series 
B Preferred Stock shall remain outstanding, the holders of the Series B 
Preferred Stock shall be entitled to vote as a class separately from all 
other classes of stock of the Company to elect one member of the Company's 
Board of Directors.
                                     
    Section 5.  Conversion.
                                     
    (a) Subject to and in compliance with the provisions of this Section 5, 
shares of the Series B Preferred Stock may, at the option of the holder 
thereof, be converted at any time or from time to time into fully-paid and 
non-assessable shares of Common Stock.  The number of shares of Common Stock 
to which a holder of the Series B Preferred Stock shall be entitled upon 
conversion shall be the product obtained by multiplying the Conversion Rate 
(determined as provided in paragraph 5(b)) by the number of shares of Series 
B Preferred Stock being converted.
                                     
    (b) The conversion rate in effect at any time with respect to the Series B 
Preferred Stock (the "Conversion Rate") shall equal (i) the quotient obtained 
by dividing the Initial Value (as hereinafter defined) by the Conversion 
Value, calculated as hereinafter provided or (ii) that amount calculated as 
set forth in Section 5(m)(ii) or 5(m)(iii), if applicable.


                                      -35-

<PAGE>


    (c) The Initial Value with respect to the Series B Preferred Stock is 
$7.00. The Conversion Value in effect initially, and until first adjusted in 
accordance with Sections 5(d) or 5(m) hereof, shall be $7.00.

    (d)Upon the happening of an Extraordinary Common Stock Event (as define d 
below), the Conversion Value, simultaneously with the happening of such 
Extraordinary common Stock Event, shall be adjusted by dividing the then 
effective Conversion Value by a fraction, the numerator of which shall be the 
number of shares of Common Stock of all classes outstanding immediately after 
such Extraordinary Common Stock Event and the denominator of which shall be 
the number of shares of Common stock of all classes outstanding immediately 
prior to such Extraordinary Common Stock Event, and the quotient so obtained 
shall thereafter be the Conversion Value.  The Conversion Value as so 
adjusted, shall be re-adjusted in the same manner upon the happening of any 
subsequent Extraordinary Common Stock Event or Events.
                                     
    (e) In the event the Company shall make or issue, or fix a record date for 
the determination of holders of Common Stock entitled to receive, a dividend 
or other-distribution payable in securities of the Company other than shares 
of Common Stock, then and in each such event lawful and adequate provision 
shall be made so that the holders of Series B Preferred Stock shall receive 
the number of securities of the Company which they would have received had 
their Series B Preferred Stock been converted into Common Stock pursuant to 
the provisions of this Section 5 on the date of such event.
                                     
    (f) If the Common Stock issuable upon the conversion of the Series B 
Preferred Stock shall be changed into the same or a different number of 
shares of any class or classes of stock, whether by reclassification or 
otherwise (other than a subdivision or combination of shares or stock 
dividend provided for above, or a reorganization, merger, consolidation or 
sale of assets provided for elsewhere in this Section 5), then and in each 
such event the holder of each share of Series B Preferred Stock shall have 
the right thereafter to convert such share into the kind and amount of shares 
of stock and other securities and property receivable upon such 
reorganization, reclassification or other change, by holders of shares of 
Common Stock into which such shares of Series B Preferred Stock might have 
been converted immediately prior to such reorganization, reclassification or 
change, all subject to further adjustment as provided herein.
                                     
    (g) If at any time or from time to time there shall be a reclassification 
of the Common Stock (other than a subdivision, combination, reclassification 
or exchange of shares provided for elsewhere in this Section 5) or a merger 
or consolidation of the Company with or into another corporation or the sale 
of all or substantially all of the Company's properties and assets to any 
other person, or other similar transaction, then, as a part of and as a 
condition to the effectiveness of such reorganization, merger, consolidation 
or sale, lawful and adequate provision shall be made so that each holder of 
Series B Preferred Stock shall thereafter be entitled to receive upon 
conversion of such holder's shares of Series B Preferred Stock the number of 
shares of stock, or the amount of other securities or property of the Company 
or of the successor corporation resulting from such merger or consolidation 
or sale, to which a holder of Common Stock deliverable upon conversion of 
such shares of Series B Preferred Stock would have been entitled 

                                      -36-

<PAGE>


on such capital reorganization, merger, consolidation, or sale.  In any such 
case, appropriate provisions shall be made with respect to the rights of the 
holders of the Series B Preferred Stock after the reorganization, merger, 
consolidation or sale such that the provisions of this Section 5 (including 
without limitation provisions for adjustment of the Conversion Value and the 
number of shares issuable upon conversion of the Series B Preferred Stock) 
shall thereafter be applicable, as near-ly as may be possible, with respect 
to any shares of stock, securities or assets to be deliverable thereafter 
upon the conversion of the Series B Preferred Stock of such series.
                                     
    Each holder of Series B Preferred Stock, upon the occurrence of a capital 
reorganization, merger or consolidation of the Company or the sale of all or 
substantially all its assets and properties as such events are more fully set 
forth in the first paragraph of this Section 5(g), shall have the option of 
electing treatment of his outstanding shares of Series B Preferred Stock 
under either this Section 5(g) or Section 3(b) hereof, notice of which 
election shall be submitted in writing to the Company at its principal office 
no later than 10 days before the effective date of such event, provided that, 
notwithstanding the foregoing, any such notice shall be effective if given 
not later than 15 days after the date of the Company's notice, pursuant to 
Section 8, with respect to such event.
                                     
    (h) In each case of an adjustment or readjustment of the Conversion Rate, 
the Company will furnish each holder of Series B Preferred Stock with a 
certificate, prepared by the principal financial officer of the Company, 
showing such adjustment or readjustment, and stating in detail the facts upon 
which such adjustment or readjustment is based.
                                     
    (i) To exercise his conversion privilege, a holder of Series B Preferred 
Stock shall surrender the certificate or certificates representing the shares 
being converted to the Company at its principal office, and shall give 
written notice to the Company at that office that such holder elects to 
convert such shares.  Such notice shall also state the name or names (with 
address or addresses) in which the certificate or certificates for shares of 
Common Stock issuable upon such conversion shall be issued.  The certificate 
or certificates for shares of Series B Preferred Stock surrendered for 
conversion shall be accompanied by proper assignment thereof to the Company 
or endorsed in blank.  The date when such written notice is received by the 
Company together with the certificate or certificates representing the shares 
of Series B Preferred Stock being converted, shall be the "Conversion Date." 
As promptly as practicable after the Conversion Date, the Company shall issue 
and deliver to the holder of the shares of Series B Preferred Stock being 
converted, or on his written order, such certificate or certificates as he 
may request for the number of full shares of Common Stock issuable upon the 
conversion of such shares of Series B Preferred Stock in accordance with the 
provisions of-this Section 5 and cash as provided in Section 5(j), in respect 
of any fraction of a share of Common Stock issuable upon such conversion.  
Such conversion shall be deemed to have been effected immediately prior to 
the close of business on the Conversion Date, and at such time the rights of 
the holder as holder of the converted shares of Series B Preferred Stock 
shall cease and the person or persons in whose name or names any certificate 
or certificates for shares of Common Stock shall be issuable upon such 
conversion shall thereupon be deemed to have become the holder or holders of 
record of 

                                      -37-

<PAGE>


shares of Common Stock represented thereby.
                                     
    (j) No fractional shares of Common Stock or scrip representing fractional 
shares shall be issued upon conversion of Series B Preferred Stock.  Instead 
of any fractional shares of Common Stock which would otherwise be issuable 
upon conversion of Series B Preferred Stock, the Company shall pay to the 
holder of the shares of Series B Preferred Stock which were converted a cash 
adjustment in respect of such fraction in an amount equal to the same 
fraction of the market price per share of the Common Stock (as determined in 
a manner prescribed by the Board of Directors) at the close of business on 
the Conversion Date.
                                     
    (k) The Company shall at all times reserve and keep available out of its 
authorized but unissued shares of Common Stock, solely for the purpose of 
effecting the conversion of the shares of the Series B Preferred Stock, such 
number of its shares of Common Stock as shall from time to time be sufficient 
to effect the conversion of all outstanding shares of the Series B Preferred 
Stock, and if at any time the number of authorized but unissued shares of 
Common Stock shall not be sufficient to effect the conversion of all then 
outstanding shares of the Series B Preferred Stock, the Company shall take 
such corporate action as may, in the opinion of its counsel, be necessary to 
increase its authorized but unissued shares of Common Stock to such number of 
shares as shall be sufficient for such purpose.
                                     
    (l) "Extraordinary Common Stock Event" shall mean (i) the  issuance of 
additional shares of the Common Stock as a dividend or other distribution on 
outstanding Common Stock, (ii) the subdivision of outstanding shares of 
Common Stock into a greater number of shares of Common Stock, or (iii) the 
combination of outstanding shares of the Common Stock of any class into a 
smaller number of shares of the Common Stock.
                                     
    (m) (i)  If, for the period commencing on the first business day following 
             the public announcement or disclosure of the Company's earnings 
             with respect to the Company's fiscal year ending March 31, 1990 
             and ending on the loth business day thereafter, the average 
             Closing Price (as defined below) of the Company's Common Stock 
             per share (the "FY90 Average Close") is less than the then 
             effective Conversion Value, the FY90 Average Close shall become 
             the new Conversion Value;
                                     
        (ii) (A) If, for the period commencing on the first business day 
             following the public announcement or disclosure of the Company's 
             earnings with respect to the Company's fiscal year ending 
             March 31, 1992 and ending on the loth business day
             thereafter, the average Closing Price of the Company's Common Stock
             per share (the "FY92 Average Close") is less than the fraction the
             numerator of which is $14.00 and the denominator of which is the 
             then effective Conversion Rate, (a) the Conversion Rate in effect
             immediately after any adjustment required by this Section 
             5(m)(ii)(A) shall equal the sum of the then effective Conversion 
             Rate plus K (as 

                                      -38-

<PAGE>


             defined below), and (b) the Conversion Value in effect immediately
             after any adjustment required by this Section 6(m)(ii)(A) shall 
             equal the fraction the numerator of which is the Initial Value 
             and the denominator of which is the Conversion Rate in effect 
             immediately after any adjustment required by this Section 
             5(m)(ii)(A);
                                     
             For the purposes of this Section 5(m)(ii)(A), K shall prior to
             any adjustment pursuant to this sentence equal .25 and shall be
             adjusted simultaneously with the happening of an Extraordinary 
             Common Stock Event, by multiplying the then effective K by a 
             fraction, the numerator of which shall be the number of shares 
             of Common Stock of all classes outstanding immediately after 
             such Extraordinary Common Stock Event and the denominator of 
             which shall be the number of shares of Common Stock of all 
             classes outstanding immediately prior to such Extraordinary 
             Common Stock Event, and the product so obtained shall
             thereafter be K.  K, as so adjusted, shall be readjusted in the 
             same manner upon the happening of any subsequent Extraordinary 
             Common Stock Event or Events.

             (B)   If the FY92 Average Close is (l) less than the fraction the 
                   numerator of which is $18.00 and the denominator of which is
                   the then effective Conversion Rate and (2) greater than the 
                   fraction the numerator of which is $14.00 and the 
                   denominator of which is the then effective Conversion 
                   Rate, (a) the Conversion Rate in effect immediately after 
                   any adjustment required by this Section 5(m)(ii)(B) shall 
                   equal the sum of (1) the then effective Conversion Rate, 
                   plus (2) the product of (I) the then effective Conversion 
                   Rate divided by 16, and (II) the difference of (i) 18 
                   divided by the then effective Conversion Rate less 
                   (ii) the FY92 Average Close and (b) the Conversion Value 
                   in effect immediately after any adjustment required by 
                   this Section 5(m)(ii)(B) shall equal the fraction the 
                   numerator of which is the Initial Value and the 
                   denominator of which is the Conversion Rate in effect 
                   immediately after any adjustment required by this Section 
                   5(m)(ii)(B);
                                     
             (iii) If, for the period commencing on the first business day 
                   following the public announcement or disclosure of the 
                   Company's earnings with respect to the Company's fiscal 
                   year ending March 31, 1993 and ending on the 20th business 
                   day thereafter, the average Closing Price of the Company's 
                   Common Stock per share (the "FY93 Average Close") is less 
                   than Conversion Value in effect as of the date of issuance 
                   of the Series B Preferred Stock (adjusted for any 
                   Extraordinary Common Stock Events), and the Series B 
                   Effective 

                                      -39-


<PAGE>




                   Price (as defined below) is greater than the FY93 Average
                   Close, (a) the Conversion Rate then in effect shall be 
                   adjusted such that the Conversion Rate in effect 
                   immediately after any adjustment required by this Section 
                   5(m)(iii) shall equal the fraction the numerator of which 
                   is the product of the (1) Conversion Value in effect as of 
                   the date of issuance of the Series B Preferred Stock, 
                   (adjusted for any Extraordinary Common Stock Events) and 
                   (2) 2, and the denominator of which is the sum of (1) the 
                   Series B Effective Price and (2) the lesser of (x) the 
                   Series B Effective Price and (y) the product of the FY93 
                   Average Close times 1.1 and (b) the Conversion Value in 
                   effect immediately after any adjustment required by this
                   Section 5(m)(iii) shall equal the fraction the numerator 
                   of which is the Initial Value and the denominator of which 
                   is the Conversion Rate in effect immediately after any 
                   adjustment required by this Section 5(m)(iii).
                                     
                   For the purposes of this Section 5(m)(iii), Series B 
                   Effective Price shall equal the fraction the numerator of 
                   which is the Conversion Value in effect as of the date of 
                   issuance of the Series B Preferred Stock, (adjusted for any 
                   Extraordinary Common Stock Events), and the denominator of 
                   which is the Conversion Rate then in effect immediately 
                   prior to any adjustment required by this Section 5(m)(iii).


    For the purposes of this Section 5(m), the Closing Price for any day 
shall mean, for each day while such stock is listed on a national securities 
exchange or quoted on the National Association Securities Dealers National 
Market System, the last reported sale price or, in case there is no such 
reported sale on any day, the mean between the reported closing bid and asked 
prices on such day.  If the Common Stock is not so listed or quoted, the 
Closing Price for each day shall mean the mean between the closing bid and 
asked prices in the over-the-counter market in which the Common Stock is 
traded.
                                     
    (n) Whenever the Company shall issue shares of Common Stock upon 
conversion of shares of Series B Preferred Stock as contemplated by this 
Section 5, the Company shall issue together with each such share of Common 
Stock, one right to purchase one one-hundredth of a share of Series A 
Preferred Stock of the Company (or other securities in lieu thereof) pursuant 
to the Rights Agreement dated as of July 15, 1988 (the "Rights Agreement"), 
between the Company and The First National Bank of Boston as Rights Agent, as 
such Rights Agreement may from time to time be amended, or any rights issued 
to holders of Common Stock of the Company in addition thereto or in 
replacement therefor, whether or not such rights shall be exercisable at such 
time, but only if such rights are issued and outstanding and held by other 
holders of Common Stock of the Company at such time and have not expired.


                                      -40-

<PAGE>

                                     
    Section 6. Redemption at the Option of the Company.
                                     
    (a) Subject to the rights of each holder of Series B Preferred Stock to 
exercise his conversion rights as set forth in Section 5 and elsewhere in 
this Vote, the Company shall have the option at any time and from time to 
time to redeem not less than 20% of the then outstanding shares of the Series 
B Preferred Stock, out of funds legally available therefor, pro rata from 
each holder of Series B Preferred Stock at a purchase price per share of 
Series B Preferred Stock of $21.00 (adjusted appropriately for stock splits, 
stock dividends and the like with respect to the Series B Preferred Stock) 
(the "Redemption Price").

    (b) Unless otherwise required by law, notice of redemption will be sent 
to the holders of Series B Preferred Stock at the address shown on the books 
of the Company or the transfer agent for the Series B Preferred Stock by 
first-class mail, postage prepaid, mailed not less than 20 nor more than 60 
days prior to the redemption date.  Each such notice shall state: (i) the 
redemption date; (ii) the redemption price; (iii) the place or places where 
certificates for such shares are to be surrendered for payment of the 
redemption price; and (iv) the conversion rights of the shares to be 
redeemed, the period within which conversion rights may be exercised, and the 
Conversion Rate and number of shares of Common Stock issuable upon conversion 
of a share of Series B Preferred Stock on the date such notice is sent.  From 
and after the redemption date, so long as the holders of Series B Preferred 
Stock shall have received the amounts set forth in Section 6(a) or provision 
for the payment of such amounts has been made in a manner reasonably 
satisfactory to such holders, all rights of the holders of the Series B 
Preferred Stock with respect to those shares of Series B Preferred Stock 
designated for redemption in the notice (except the right to receive the 
Redemption Price, if not previously paid, upon surrender of the certificates 
for such shares so called for redemption and not previously converted 
(properly endorsed or assigned for transfer, if the Board of Directors of the 
Company shall so require and the notice shall so state)), shall cease and 
such shares shall not thereafter be transferred on the books of the Company 
or be deemed to be outstanding for any purpose whatsoever.
                                     
    (c) Notwithstanding anything contained in this Section 6 to the contrary, 
each holder of Series B Preferred Stock shall up to and including the day 
immediately preceding the date fixed for redemption in the redemption notice 
described in Section 6(b) above, have the right to convert all or any part of 
the shares of Series B Preferred Stock held by such holder into Common Stock 
in accordance with Section 5 hereof.
                                     
    Section 7. No Reissuance of Preferred Stock.  No share or shares of the 
Series B Preferred Stock acquired by the Company by reason of redemption, 
purchase, conversion or otherwise shall be reissued, and all such shares 
shall be canceled, retired, and eliminated from the shares which the Company 
shall be authorized to issue.  The Company may from time to time take such 
appropriate corporate action as may be necessary to reduce the authorized 
number of shares of the Series B Preferred Stock accordingly.
                                     
    Section 8. Notices of Record Date.  In the event (i) the company 
establishes a record date

                                      -41-


<PAGE>


to determine the holders of any class of securities who are entitled to 
receive any dividend or other distribution, or (ii) there occurs any capital 
reorganization of the Company, any reclassification or recapitalization of 
the capital stock of the Company, any merger or consolidation of the Company, 
and any transfer of all or substantially all of the assets of the Company to 
any other corporation, or any other entity or person, or any voluntary or 
involuntary dissolution, liquidation or winding up of the Company, the 
Company shall mail to each holder of Series B Preferred Stock at least 20 
days prior to the record date specified therein, a notice specifying (a) the 
date of such record date for the purpose of such dividend or distribution and 
a description of such dividend or distribution, (b) the date on which any 
such reorganization, reclassification, transfer, consolidation, merger, 
dissolution, liquidation or winding up is expected to become effective, and 
(c) the time, if any, that is to be fixed, as to when the holders of record 
of Common Stock (or other securities) shall be entitled to exchange their 
shares of Common Stock (or other securities) for securities or other property 
deliverable upon such reorganization, reclassification, transfer, 
consolidation, merger, dissolution, liquidation or winding up.
                                     
    Section 9. Other Rights.  Except as otherwise provided in this Vote, 
shares of Series B Preferred Stock and shares of Common Stock shall be 
identical in all respects (each share of Series B Preferred Stock having 
equivalent rights to the number of shares of Common Stock into which it is 
then convertible), shall have the same powers, preferences and rights, 
without preference of any such class or share over any other such class or 
share, and shall be treated as a single class of stock for all purposes.
                                     
    Section 10.  Ranking.
                                     
    The Series B Preferred Stock shall rank senior to the Common Stock and to 
the Series A Preferred Stock as to the distribution of assets on liquidation, 
dissolution and winding up of the Company.
                                     
    Section 11.  Miscellaneous.

    (a) All notices referred to herein shall be in writing, and all notices 
hereunder shall be deemed to have been given upon the earlier of delivery 
thereof by hand delivery, by courier, or by standard form of 
telecommunication or three (3) business days after the mailing thereof if 
sent registered mail (unless first-class mail shall be specifically permitted 
for such notice under the terms hereof) with postage prepaid, addressed: (i) 
if to the Company, to its office at Ten Canal Park, Cambridge, Massachusetts 
02141 (Attention: Clerk) and to the transfer agent, if any, for the Series B 
Preferred Stock or other agent of the Company designated as permitted hereby 
or (ii) if to any holder of the Series B Preferred Stock or Common Stock, as 
the case may be, to such holder at the address of t such holder as listed in 
the stock record books of the Company (which may include the records of any 
transfer agent for the Series B Preferred Stock or Common Stock, as the case 
may be) or (iii) to such other address as the Company or any such holder, as 
the case may be, shall have designated by notice similarly given.


                                      -42-

<PAGE>

    (b) The term "Common Stock" as used in this Vote means the Company's 
Common Stock, $.0l par value, as the same exists at the date of filing of a 
Certificate of vote of Directors Establishing a Series of a Class of Stock 
relating to Series B Preferred Stock or any other class of stock resulting 
from successive changes or reclassifications of such Common Stock consisting 
solely of changes in par value, or from par value to no par value, or from no 
par value to par value.  In the event that, at any time as a result of an 
adjustment made pursuant to Section 5 hereof, the holder of any shares of the 
Series B Preferred Stock upon thereafter surrendering such shares for 
conversion shall become entitled to receive any shares or other securities of 
the Company other than shares of Common Stock, the Conversion Rate in respect 
of such other shares or securities so receivable upon conversion of shares of 
Series B Preferred Stock shall thereafter be adjusted, and shall be subject 
to further adjustment from time to time, in a manner and on terms as nearly 
equivalent as practicable to the provisions with respect to Common Stock 
contained in Section 5 hereof, and the remaining provisions of this Vote with 
respect to the Common Stock shall apply on like or similar terms to any such 
other shares or securities.
                                     
    (c) The Company shall pay any and fall stock transfer and documentary 
stamp taxes that may be payable in respect of any issuance or delivery of 
shares of Series B Preferred Stock or shares of Common Stock or other 
securities issued on account of Series B Preferred Stock pursuant hereto or 
certificates representing such shares or securities.  The Company shall not, 
however, be required to pay any such tax which may be payable in respect of 
any transfer involved in the issuance or delivery of shares of Series B 
Preferred Stock or Common Stock or other securities in a name other than that 
in which the shares of Series B Preferred Stock with respect to which such 
shares or other securities are issued or delivered were registered, or in 
respect of any payment to any person with respect to any such shares or 
securities other than a payment to the registered holder thereof, and shall 
not be required to make any such issuance delivery or payment unless and 
until the person otherwise entitled to such issuance, delivery or payment has 
paid to the Company the amount of any such tax or has established, to the 
satisfaction of the Company, that such tax has been paid or is not payable.
                                     
    (d) In the event that a holder of shares of Series B Preferred Stock shall 
not by written notice designate the name in which shares of Common Stock to 
be issued upon conversion of such shares should be registered or to whom 
payment upon redemption of shares of Series B Preferred or the address to 
which the certificate or representing such shares, or such payment, Company 
shall be entitled to register such payment, in the name of the holder of 
Preferred Stock as shown on the records of Stock should be made certificates 
should be sent, the shares, and make such Series B the Company and to send 
the certificate or certificates representing such shares, or such payment, to 
the address of such holder listed in the stock record books of the Company 
(which may include the records of any transfer agent for the Series B 
Preferred Stock or Common Stock, as the case may be).
                                     
    (e) The Company may appoint, and from time to time discharge and change, a 
transfer agent of the Series B Preferred Stock.  Upon any such appointment or 
discharge of a 


                                      -43-


<PAGE>


transfer agent, the Company shall send notice thereof by hand delivery, by 
courier, by standard form of telecommunication or by first class mail 
(postage prepaid), to each holder of record of Series B Preferred Stock.
                                     
    (f) Series B Preferred Stock may be issued, converted and redeemed in 
fractions of a share which shall entitle the holder, in proportion to such 
holder's fractional shares, to exercise voting rights, receive dividends, 
participate in distributions, exercise conversion rights and to have the 
benefit of all other rights of holders of Series B Preferred Stock.  
Fractions of a share of Series B Preferred Stock so redeemed shall be 
redeemed at the appropriate percentage of the per share price otherwise 
determined in accordance with the terms hereof.
                                     





























    IN WITNESS WHEREOF AND UNDER TH E PENALTIES OF PERJURY, we have hereto 
signed. our names this 28th day of September in the year 1989


                                      -44-

<PAGE>


                                     

      /s/ David A. Boucher                , President/                        
------------------------------------------



    /s/ John K. Hyvnar                    , Clerk/                            
------------------------------------------


                                      -45-
<PAGE>



                     THE COMMONWEALTH OF MASSACHUSETTS



                Certificate of Vote of Directors Establishing
                       A Series of a Class of Stock
                 (General Laws, Chapter 156B, Section 26)
      I hereby approve the within certificate and, the filing fee in
      the amount of $              having been paid, said certificate
             is hereby filed this        day of September, 1989.




                                                 MICHAEL JOSEPH CONNOLLY
                                                    Secretary of State




                      TO BE FILLED IN BY CORPORATION
                  PHOTO COPY  OF  CERTIFICATE TO BE SENT

          TO:
                        Christopher P. Holsing, Esq.
                 ----------------------------------------
                             Hale and Dorr
                 ----------------------------------------
                             60 State Street
                 ----------------------------------------
                             Boston, MA 02109 
                 ----------------------------------------
                 Telephone:  (617)742-9100   Ext. 2514
                             ---------------------------- 

                                     -46-

<PAGE>

                    THE COMMONWEALTH OF MASSACHUSETTS

                        MICHAEL JOSEPH CONNOLLY
                           Secretary of State            Federal Identification
                  ONE ASHBURTON PLACE, BOSTON, MA 02108         No.  04-2729042

                         ARTICLES OF AMENDMENT

                 General Laws, Chapter 156B, Section 72


      We,       Mark K. Ruport                               , President, and 
                John K. Hyvnar                               , Clerk of 

                              Interleaf, Inc.
                           (Name of Corporation)

located at Prospect Place, 9 Hillside Avenue, Waltham, MA 02154

do hereby certify that these ARTICLES OF AMENDMENT affecting Articles

Numbered: 3 of the Articles of Organization were duly adopted at a meeting held

on August 5, 1993, by vote of: 

     9,401,786 shares of Common Stock out of 13,254,902 shares outstanding,
     1,928,572 shares of Senior Series B Convertible out of 13,1,928,572 shares
     outstanding, and

     shares of Preferred Stock out of shares outstanding,

CROSS OUT
INAPPLICABLE
CLAUSE            voting together as a single class pursuant to Section 8(b) of
                  M.G.L. c.156B, being at least a majority of such class
                  outstanding and entitled to vote thereon. Each share of
                  Common Stock carries 1 vote, and each share of Senior
                  Series B Convertible Preferred Stock carries 1.34375 votes.
                  Accordingly, these Articles of Amendment were approved by
                  vote of 11,993,304 votes, out of a possible total of
                  15,846,420 votes.

       1  For amendments adopted pursuant to Chapter 156B, Section 70.

       2  For amendments adopted pursuant to Chapter 156B, Section 71.

                                     -47-

<PAGE>

Note: If the space provided under any Amendment or item on this form is 
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of 
paper leaving a left hand margin of at least 1 inch for binding.  Additions 
to more than one Amendment may be continued on a single sheet so long as each 
article requiring each such addition is clearly indicated.


                                     -48-

<PAGE>

To CHANGE the number of shares and the par value (if any) of any type, class 
or series of stock which the corporation is authorized to issue, fill in the 
following:

The total presently authorized is:

        WITHOUT PAR VALUE STOCKS                      WITH PAR VALUE STOCKS

-----------------------------------     ------------------------------------
TYPE           Number of Shares         TYPE       Number of
                                                   Shares         Par Value
-----------------------------------     ------------------------------------
Common                                  Common       20,000,000      $.01
-----------------------------------     ------------------------------------
Preferred                               Preferred:   50,000,000      $.10
                                        Series A
                                        Junior
                                        Participating   200,000      $.10
-----------------------------------     ------------------------------------
                                        Series B 
                                        Senior 
                                        Convertible   2,142,857      $.10
                                        ------------------------------------



Change the total authorized to:

        WITHOUT PAR VALUE STOCKS                      WITH PAR VALUE STOCKS
                                     
-----------------------------------     ------------------------------------
TYPE           Number of Shares         TYPE       Number of
                                                   Shares         Par Value
-----------------------------------     ------------------------------------
Common                                  Common       30,000,000      $.01
-----------------------------------     ------------------------------------
Preferred                               Preferred:    5,000,000      $.10
                                        Series A
                                        Junior
                                        Participating   200,000      $.10
-----------------------------------     ------------------------------------
                                        Series B 
                                        Senior 
                                        Convertible   2,142,857      $.10
                                        ------------------------------------


                                     -49-


<PAGE>


The foregoing amendment will become effective when these articles of 
amendment are filed in accordance with Chapter 156B, Section 6 of The General 
Laws unless these articles specify, in accordance with the vote adopting the 
amendment, a later effective date not more than thirty days after such 
filing, in which event the amendment will become effective on such later 
date.
EFFECTIVE DATE:________________________________

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto 
signed our names this                        day of           in the year 
1993.


Mark K. Ruport                                                     President/
------------------------------------------------------------------

John K. Hyvnar                                                     Clerk/
------------------------------------------------------------------


                                     -50-

<PAGE>


                      THE COMMONWEALTH OF MASSACHUSETTS

                            ARTICLES OF AMENDMENT

                  GENERAL LAWS, CHAPTER 156B, SECTION 72





                   I hereby approve the within articles of amendment 
           and, the filing fee in the amount of $                    
           having been paid, said articles are deemed to have been 
           filed with me this           day of                     , 
           1993.



                                                        MICHAEL J. CONNOLLY
                                                         Secretary of State



TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
TO:

                      John K. Hyvnar, General Counsel
                      ---------------------------------
                      Interleaf, Inc.
                      ---------------------------------
                      Prospect Place, 9 Hillside Avenue
                      ---------------------------------
                      Waltham, MA 02154
                      ---------------------------------
                      Telephone: (617)290-0710
                      ---------------------------------


<PAGE>

                                 Exhibit A

                                     to

               Certificate of Vote of Directors Establishing

                        a Series of a Class of Stock

                                     of

                              INTERLEAF, INC.

                              To be Designated

                    Series C Convertible Preferred Stock
                    ------------------------------------

     Interleaf, Inc., a Massachusetts corporation (the "Corporation"), 
pursuant to authority conferred on the Board of Directors of the Corporation 
by the Articles of Organization and in accordance with the provisions of 
Section 26 of the Business Corporation Law of the Commonwealth of 
Massachusetts, certifies that the Board of Directors of the Corporation, at a 
meeting duly called and held, at which a quorum was present and acting 
throughout, duly voted to establish a series of Preferred Stock, $0.10 par 
value per share, of the Corporation and that the designation and number of 
shares, and the preferences, voting powers, qualifications, and special or 
relative rights or privileges thereof are fixed as follows:

     1.  Designation and Amount.  The shares of such series shall be 
designated as "Series C Convertible Preferred Stock" (the "Series C Preferred 
Stock") and the number of shares constituting the Series C Preferred Stock 
shall be 1,200,000.

                                      -2-

<PAGE>


     2.  Dividends.  The holders of shares of Series C Preferred Stock shall 
be entitled to receive, out of funds legally available therefor, dividends of 
$.24878 per share on April 15, 1998 and October 15, 1998, and $.49756 per 
share on each April 15 and October 15 thereafter (subject in each case to 
appropriate adjustment in the event of any stock dividend, stock split, 
combination or other similar recapitalization affecting such shares).  Such 
dividends shall accrue and shall be cumulative, from and after October 15, 
1997, whether or not declared by the Board of Directors.

                                     -3-

<PAGE>

     3.  Liquidation, Dissolution or Winding Up; Certain Mergers, 
Consolidations and Asset Sales.

     (a) In the event of any voluntary or involuntary liquidation, 
dissolution or winding up of the Corporation, the holders of shares of Series 
C Preferred Stock then outstanding shall be entitled to be paid out of the 
assets of the Corporation available for distribution to its stockholders, 
after and subject to the payment in full of all amounts required to be 
distributed to the holders of any other class or series of stock of the 
Corporation ranking on liquidation prior and in preference to the Series C 
Preferred Stock (collectively referred to as "Senior Preferred Stock"), but 
before any payment shall be made to the holders of Common Stock, Series A 
Preferred Stock, Series B Preferred Stock or any other class or series of 
stock ranking on liquidation junior to the Series C Preferred Stock (such 
Common Stock, Series A Preferred Stock, Series B Preferred Stock and other 
stock being collectively referred to as "Junior Stock") by reason of their 
ownership thereof, an amount equal to $9.9512 per share (subject to 
appropriate adjustment in the event of any stock dividend, stock split, 
combination or other similar recapitalization affecting such shares), plus 
any declared or accrued but unpaid dividends on such shares.  If upon any 
such liquidation, dissolution or winding up of the Corporation the remaining 
assets of the Corporation available for distribution to its stockholders 
shall be insufficient to pay the holders of shares of Series C Preferred 
Stock the full amount to which they shall be entitled, the holders of shares 
of Series C Preferred Stock and any class or series of stock ranking on 
liquidation on a parity with the Series C Preferred Stock shall share ratably 
in any distribution of the remaining assets and funds of the Corporation in 
proportion to the respective amounts which would otherwise be payable in 
respect of the shares held by them upon such distribution if all amounts 
payable on or with respect to such shares were paid in full.

     (b) After the payment of all preferential amounts required to be paid to 
the holders of Senior Preferred Stock, Series C Preferred Stock and any other 
class or series of stock of the Corporation ranking on liquidation on a 
parity with the Series C Preferred Stock, upon the dissolution, liquidation 
or winding up of the Corporation, the holders of shares of Junior Stock then 
outstanding shall be entitled to receive the remaining assets and funds of 
the Corporation available for distribution to its stockholders, in accordance 
with the terms of such Junior Stock.

                                      -2-

<PAGE>


     (c) Any merger or consolidation of the Corporation or a subsidiary into 
or with another corporation or a sale of all or substantially all of the 
assets of the Corporation shall not be deemed to be a liquidation, 
dissolution or winding up of the Corporation for purposes of this Section 3.

     4.  Voting.

     (a) Each holder of outstanding shares of Series C Preferred Stock shall 
be entitled to the number of votes equal to one-half the number of whole 
shares of Common Stock into which the shares of Series C Preferred Stock held 
by such holder are convertible (as adjusted from time to time pursuant to 
Section 5 hereof) as of the record date, at each meeting of stockholders of 
the Corporation (and written actions of stockholders in lieu of meetings) 
with respect to any and all matters presented to the stockholders of the 
Corporation for their action or consideration.  Except as provided by law or 
by the provisions of Subsections 3(b) or 3(c) below or by the provisions 
establishing any other series of stock, holders of Series C Preferred Stock 
and of any other outstanding series of stock shall vote together with the 
holders of Common Stock as a single class.

     (b) The Corporation shall not amend, alter or repeal the preferences, 
special rights or other powers of the Series C Preferred Stock so as to 
affect adversely the Series C Preferred Stock, without the written consent or 
affirmative vote of the holders of a majority of the then outstanding shares 
of Series C Preferred Stock, given in writing or by vote at a meeting, 
consenting or voting (as the case may be) separately as a class.  For this 
purpose, without limiting the generality of the foregoing, the authorization 
of any shares of capital stock with preference or priority over the Series C 
Preferred Stock as to the right to receive either dividends or amounts 
distributable upon liquidation, dissolution or winding up of the Corporation 
shall be deemed to affect adversely the Series C Preferred Stock and the 
authorization of any shares of capital stock on a parity with Series C 
Preferred Stock as to the right to receive either dividends or amounts 
distributable upon liquidation, dissolution or winding up of the Corporation 
shall not be deemed to affect adversely the Series C Preferred Stock.

     (c) So long as at least 251,226 shares of Series C Preferred Stock 
(subject to appropriate adjustment in the event of any dividend, stock split, 
combination or other similar recapitalization affecting such shares) are 
outstanding, the Corporation shall not, without the prior written consent of 
the holders of at least a majority of the then outstanding shares of

                                      -3-

<PAGE>

Series C Preferred Stock, given in writing or by vote at a meeting, 
consenting or voting (as the case may be) separately as a class: (i) take any 
action that would result in the holders of the Series C Preferred Stock 
becoming subject to taxation under Section 305 of the Internal Revenue Code 
of 1986, as amended; or (ii) declare or pay any dividends on capital stock 
(other than dividends payable solely in capital stock).

     5.  Optional Conversion.  The holders of the Series C Preferred Stock 
shall have conversion rights as follows (the "Conversion Rights"):

     (a) Right to Convert.  Each share of Series C Preferred Stock shall be 
convertible, at the option of the holder thereof, at any time and from time 
to time, and without the payment of additional consideration by the holder 
thereof, into such number of fully paid and nonassessable shares of Common 
Stock as is determined by dividing $9.9512 by the Conversion Price (as 
defined below) in effect at the time of conversion.  The "Conversion Price" 
shall initially be $2.4878.  Such Conversion Price, and the rate at which 
shares of Series C Preferred Stock may be converted into shares of Common 
Stock, shall be subject to adjustment as provided below.

     In the event of a notice of redemption of any shares of Series C 
Preferred Stock pursuant to Section 7 hereof, the Conversion Right of the 
shares designated for redemption shall terminate at the close of business on 
the fifth full day preceding the date fixed for redemption, unless the 
redemption price is not paid when due, in which case the Conversion Right for 
such shares shall continue until such price is paid in full. In the event of 
a liquidation of the Corporation, the Conversion Right shall terminate at the 
close of business on the first full business day preceding the date fixed for 
the payment of any amounts distributable on liquidation to the holders of 
Series C Preferred Stock.

     (b) Fractional Shares.  No fractional shares of Common Stock shall be 
issued upon conversion of the Series C Preferred Stock.  In lieu of any 
fractional shares to which the holder would otherwise be entitled, the 
Corporation shall pay cash equal to such fraction multiplied by the then 
effective Conversion Price.

     (c) Mechanics of Conversion.

     (i) In order for a holder of Series C Preferred Stock to convert shares 
of Series C Preferred Stock into shares

                                      -4-

<PAGE>

of Common Stock, such holder shall surrender the certificate or certificates 
for such shares of Series C Preferred Stock, at the office of the transfer 
agent for the Series C Preferred Stock (or at the principal office of the 
Corporation if the Corporation serves as its own transfer agent), together 
with written notice that such holder elects to convert all or any number of 
the shares of the Series C Preferred Stock represented by such certificate or 
certificates.  Such notice shall state such holder's name or the names of the 
nominees in which such holder wishes the certificate or certificates for 
shares of Common Stock to be issued.  If required by the Corporation, 
certificates surrendered for conversion shall be endorsed or accompanied by a 
written instrument or instruments of transfer, in form satisfactory to the 
Corporation, duly executed by the registered holder or his or its attorney 
duly authorized in writing.  The date of receipt of such certificates and 
notice by the transfer agent (or by the Corporation if the Corporation serves 
as its own transfer agent) shall be the conversion date ("Conversion Date"). 
The Corporation shall, as soon as practicable after the Conversion Date, 
issue and deliver at such office to such holder of Series C Preferred Stock, 
or to his or its nominees, a certificate or certificates for the number of 
shares of Common Stock to which such holder shall be entitled, together with 
cash in lieu of any fraction of a share.

     (ii) The Corporation shall at all times when the Series C Preferred 
Stock shall be outstanding, reserve and keep available out of its authorized 
but unissued stock, for the purpose of effecting the conversion of the Series 
C Preferred Stock, such number of its duly authorized shares of Common Stock 
as shall from time to time be sufficient to effect the conversion of all 
outstanding Series C Preferred Stock.  

     (iii) All shares of Series C Preferred Stock which shall have been 
surrendered for conversion as herein provided shall no longer be deemed to be 
outstanding and all rights with respect to such shares, including the rights, 
if any, to receive notices and to vote or to receive dividends, shall 
immediately cease and terminate on the Conversion Date.  Any shares of Series 
C Preferred Stock so converted shall be retired and cancelled and shall not 
be reissued, and the Corporation (without the need for stockholder action) 
may from time to time take such appropriate action as may be necessary to 
reduce the authorized number of shares of Series C Preferred Stock 
accordingly.

     (iv) The Corporation shall pay any and all issue and other taxes that 
may be payable in respect of any issuance or

                                      -5-

<PAGE>


delivery of shares of Common Stock upon conversion of shares of Series C 
Preferred Stock pursuant to this Section 5.  The Corporation shall not, 
however, be required to pay any tax which may be payable in respect of any 
transfer involved in the issuance and delivery of shares of Common Stock in a 
name other than that in which the shares of Series C Preferred Stock so 
converted were registered, and no such issuance or delivery shall be made 
unless and until the person or entity requesting such issuance has paid to 
the Corporation the amount of any such tax or has established, to the 
satisfaction of the Corporation, that such tax has been paid.

     (d) Adjustments to Conversion Price for Diluting Issues:

     (i) Special Definitions.  For purposes of this Subsection 5(d), the 
following definitions shall apply:

     (A) "Option" shall mean rights, options or warrants to subscribe for, 
purchase or otherwise acquire Common Stock or Convertible Securities.

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

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

     (D) "Additional Shares of Common Stock" shall mean all shares of Common 
Stock issued (or, pursuant to Subsection 5(d)(iii) below, deemed to be 
issued) by the Corporation after the Original Issue Date, other than:

                         (I) shares of Common Stock issued or issuable by 
                     reason of a dividend or other distribution on shares of 
                     Common Stock that is covered by Subsection 5(e) or 5(f) 
                     below; or

                          (II) shares of Common Stock issued or issuable to 
                     employees or directors of, or consultants to, the 
                     Corporation pursuant to plans adopted by the Board of 
                     Directors of the Corporation.

                                      -6-

<PAGE>


     (ii) No Adjustment of Conversion Price.  No adjustment in the number of 
shares of Common Stock into which the Series C Preferred Stock is convertible 
shall be made (a) unless the consideration per share (determined pursuant to 
Subsection 5(d)(v)) for an Additional Share of Common Stock issued or deemed 
to be issued by the Corporation is less than the applicable Conversion Price 
in effect on the date of, and immediately prior to, the issue of such 
Additional Shares, or (b) if the Corporation receives written notice from the 
holders of at least a majority of the then outstanding shares of Series C 
Preferred Stock, agreeing that no such adjustment shall be made as the result 
of such issuance of Additional Shares of Common Stock.

     (iii) Issue of Securities Deemed Issue of Additional Shares of Common 
Stock.

     If the Corporation at any time or from time to time after the Original 
Issue Date shall issue any Options or Convertible Securities or shall fix a 
record date for the determination of holders of any class of securities 
entitled to receive any such Options or Convertible Securities, then the 
maximum number of shares of Common Stock (as set forth in the instrument 
relating thereto without regard to any provision contained therein for a 
subsequent adjustment of such number) issuable upon the exercise of such 
Options or, in the case of Convertible Securities and Options therefor, the 
conversion or exchange of such Convertible Securities, shall be deemed to be 
Additional Shares of Common Stock issued as of the time of such issue or, in 
case such a record date shall have been fixed, as of the close of business on 
such record date, provided that Additional Shares of Common Stock shall not 
be deemed to have been issued unless the consideration per share (determined 
pursuant to Subsection 5(d)(v) hereof) of such Additional Shares of Common 
Stock would be less than the applicable Conversion Price in effect on the 
date of and immediately prior to such issue, or such record date, as the case 
may be, and provided further that in any such case in which Additional Shares 
of Common Stock are deemed to be issued:

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

     (B) If such Options or Convertible Securities by their terms provide, 
with the passage of time or otherwise, for any increase in the consideration 
payable to the Corporation, upon the exercise, conversion or exchange thereof,

                                      -7-

<PAGE>

the Conversion Price computed upon the original issue thereof (or upon the 
occurrence of a record date with respect thereto), and any subsequent 
adjustments based thereon, shall, upon any such increase becoming effective, 
be recomputed to reflect such increase insofar as it affects such Options or 
the rights of conversion or exchange under such Convertible Securities;

     (C) Upon the expiration or termination of any unexercised Option, the 
Conversion Price shall not be readjusted, but the Additional Shares of Common 
Stock deemed issued as the result of the original issue of such Option shall 
not be deemed issued for the purposes of any subsequent adjustment of the 
Conversion Price;

     (D) In the event of any change in the number of shares of Common Stock 
issuable upon the exercise, conversion or exchange of any Option or 
Convertible Security, including, but not limited to, a change resulting from 
the anti-dilution provisions thereof, the Conversion Price then in effect 
shall forthwith be readjusted to such Conversion Price as would have obtained 
had the adjustment which was made upon the issuance of such Option or 
Convertible Security not exercised or converted prior to such change been 
made upon the basis of such change; and

     (E) No readjustment pursuant to clause (B) or (D) above shall have the 
effect of increasing the Conversion Price to an amount which exceeds the 
lower of (i) the Conversion Price on the original adjustment date, or (ii) 
the Conversion Price that would have resulted from any issuances of 
Additional Shares of Common Stock between the original adjustment date and 
such readjustment date.

     In the event the Corporation, after the Original Issue Date, amends any 
Options or Convertible Securities (whether such Options or Convertible 
Securities were outstanding on the Original Issue Date or were issued after 
the Original Issue Date) to increase the number of shares issuable thereunder 
or decrease the consideration to be paid upon exercise or conversion thereof, 
then such Options or Convertible Securities, as so amended, shall be deemed 
to have been issued after the Original Issue Date and the provisions of this 
Subsection 5(d)(iii) shall apply. 

     (iv) Adjustment of Conversion Price Upon Issuance of Additional Shares 
          of Common Stock.

     In the event the Corporation shall at any time after the Original Issue 
Date issue Additional Shares of Common Stock (including Additional Shares of 
Common Stock deemed to be issued

                                      -8-

<PAGE>

pursuant to Subsection 5(d)(iii), but excluding shares issued as a stock 
split or combination as provided in Subsection 5(e) or upon a dividend or 
distribution as provided in Subsection 5(f)), without consideration or for a 
consideration per share less than the applicable Conversion Price in effect 
on the date of and immediately prior to such issue, then and in such event, 
such Conversion Price shall be reduced, concurrently with such issue, to a 
price (calculated to the nearest cent) determined by multiplying such 
Conversion Price by a fraction, (A) the numerator of which shall be (1) the 
number of shares of Common Stock outstanding immediately prior to such issue 
plus (2) the number of shares of Common Stock which the aggregate 
consideration received or to be received by the Corporation for the total 
number of Additional Shares of Common Stock so issued would purchase at such 
Conversion Price; and (B) the denominator of which shall be the number of 
shares of Common Stock outstanding immediately prior to such issue plus the 
number of such Additional Shares of Common Stock so issued; provided that, 
(i) for the purpose of this Subsection 5(d)(iv), all shares of Common Stock 
issuable upon conversion or exercise of Convertible Securities or Options 
outstanding immediately prior to such issue shall be deemed to be 
outstanding, and (ii) for the purpose of this Subsection 5(d)(iv), the number 
of shares of Common Stock deemed issuable upon conversion or exercise of such 
outstanding Convertible Securities or Options shall not give effect to any 
adjustments to the conversion price or conversion rate or exercise price of 
such Convertible Securities or Options resulting from the issuance of 
Additional Shares of Common Stock that is the subject of this calculation.

     (v) Determination of Consideration.  For purposes of this Subsection 
5(d), the consideration received by the Corporation for the issue of any 
Additional Shares of Common Stock shall be computed as follows:

     (A) Cash and Property: Such consideration shall:

     (I) insofar as it consists of cash, be computed at the aggregate of cash 
received by the Corporation, excluding amounts paid or payable for accrued 
interest;

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

                                      -9-

<PAGE>


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

     (B) Options and Convertible Securities.  The consideration per share 
received by the Corporation for Additional Shares of Common Stock deemed to 
have been issued pursuant to Subsection 5(d)(iii), relating to Options and 
Convertible Securities, shall be determined by dividing

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

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

     (vi) Multiple Closing Dates. In the event the Corporation shall issue on 
more than one date Additional Shares of Common Stock which are comprised of 
shares of the same series or class of Convertible Securities, and such 
issuance dates occur within a period of no more than 120 days, then the 
Conversion Price shall be adjusted only once on account of such issuances, 
with such adjustment to occur upon the final such issuance and to give effect 
to all such issuances as if they occurred on the date of the final such 
issuance.

     (e) Adjustment for Stock Splits and Combinations.  If the Corporation 
shall at any time or from time to time after the Original Issue Date effect a 
subdivision of the outstanding Common Stock, the Conversion Price then in 
effect immediately before that subdivision shall be proportionately 
decreased.  If the Corporation shall at any time or from time to time after 
the

                                     -10-

<PAGE>

Original Issue Date combine the outstanding shares of Common Stock, the 
Conversion Price then in effect immediately before the combination shall be 
proportionately increased.  Any adjustment under this paragraph shall become 
effective at the close of business on the date the subdivision or combination 
becomes effective.  

     (f) Adjustment for Certain Dividends and Distributions.  In the event 
the Corporation at any time, or from time to time after the Original Issue 
Date shall make or issue, or fix a record date for the determination of 
holders of Common Stock entitled to receive, a dividend or other distribution 
payable in additional shares of Common Stock, then and in each such event the 
Conversion Price for the Series C Preferred Stock then in effect shall be 
decreased as of the time of such issuance or, in the event such a record date 
shall have been fixed, as of the close of business on such record date, by 
multiplying the Conversion Price for the Series C Preferred Stock then in 
effect by a fraction:

          (1) the numerator of which shall be the total number of shares of 
     Common Stock issued and outstanding immediately prior to the time of 
     such issuance or the close of business on such record date, and

          (2) the denominator of which shall be the total number of shares of 
     Common Stock issued and outstanding immediately prior to the time of 
     such issuance or the close of business on such record date plus the 
     number of shares of Common Stock issuable in payment of such dividend or 
     distribution;

provided, however, if such record date shall have been fixed and such 
dividend is not fully paid or if such distribution is not fully made on the 
date fixed therefor, the Conversion Price for the Series C Preferred Stock 
shall be recomputed accordingly as of the close of business on such record 
date and thereafter the Conversion Price for the Series C Preferred Stock 
shall be adjusted pursuant to this paragraph as of the time of actual payment 
of such dividends or distributions; and provided further, however, that no 
such adjustment shall be made if the holders of Series C Preferred Stock 
simultaneously receive a dividend or other distribution of shares of Common 
Stock in a number equal to the number of shares of Common Stock as they would 
have received if all outstanding shares of Series C Preferred Stock had been 
converted into Common Stock on the date of such event.

                                      -11-

<PAGE>

     (g) Adjustments for Other Dividends and Distributions.  In the event the 
Corporation at any time or from time to time after the Original Issue Date 
for the Series C Preferred Stock shall make or issue, or fix a record date 
for the determination of holders of Common Stock entitled to receive, a 
dividend or other distribution payable in securities of the Corporation other 
than shares of Common Stock, then and in each such event provision shall be 
made so that the holders of the Series C Preferred Stock shall receive upon 
conversion thereof in addition to the number of shares of Common Stock 
receivable thereupon, the amount of securities of the Corporation that they 
would have received had the Series C Preferred Stock been converted into 
Common Stock on the date of such event and had they thereafter, during the 
period from the date of such event to and including the conversion date, 
retained such securities receivable by them as aforesaid during such period, 
giving application to all adjustments called for during such period under 
this paragraph with respect to the rights of the holders of the Series C 
Preferred Stock; and provided further, however, that no such adjustment shall 
be made if the holders of Series C Preferred Stock simultaneously receive a 
dividend or other distribution of such securities in an amount equal to the 
amount of such securities as they would have received if all outstanding 
shares of Series C Preferred Stock had been converted into Common Stock on 
the date of such event. 

     (h) Adjustment for Reclassification, Exchange, or Substitution.  If the 
Common Stock issuable upon the conversion of the Series C Preferred Stock 
shall be changed into the same or a different number of shares of any class 
or classes of stock, whether by capital reorganization, reclassification, or 
otherwise (other than a subdivision or combination of shares or stock 
dividend provided for above, or a reorganization, merger, consolidation, or 
sale of assets provided for below), then and in each such event the holder of 
each such share of Series C Preferred Stock shall have the right thereafter 
to convert such share into the kind and amount of shares of stock and other 
securities and property receivable, upon such reorganization, 
reclassification, or other change, by holders of the number of shares of 
Common Stock into which such shares of Series C Preferred Stock might have 
been converted immediately prior to such reorganization, reclassification, or 
change, all subject to further adjustment as provided herein.

     (i) No Impairment.  The Corporation will not, by amendment of its 
Articles of Organization or through any reorganization, transfer of assets, 
consolidation, merger, dissolution, issue or sale of securities or any other 
voluntary

                                      -12-

<PAGE>

action, avoid or seek to avoid the observance or performance of any of the 
terms to be observed or performed hereunder by the Corporation, but will at 
all times in good faith assist in the carrying out of all the provisions of 
this Section 5 and in the taking of all such action as may be necessary or 
appropriate in order to protect the Conversion Rights of the holders of the 
Series C Preferred Stock against impairment.

     (j) Certificate as to Adjustments. Within 30 days after the occurrence 
of each adjustment or readjustment of the Conversion Price pursuant to this 
Section 5, the Corporation at its expense shall compute such adjustment or 
readjustment in accordance with the terms hereof and furnish to each holder 
of Series C Preferred Stock a certificate setting forth such adjustment or 
readjustment and showing in detail the facts upon which such adjustment or 
readjustment is based.  The Corporation shall, upon the written request at 
any time of any holder of Series C Preferred Stock, furnish or cause to be 
furnished to such holder a similar certificate setting forth (i) such 
adjustments and readjustments, (ii) the Conversion Price then in effect, and 
(iii) the number of shares of Common Stock and the amount, if any, of other 
property which then would be received upon the conversion of Series C 
Preferred Stock.

     (k) Notice of Record Date.  In the event:

         (i) that the Corporation declares a dividend (or any other 
             distribution) on its Common Stock payable in Common Stock or 
             other securities of the Corporation;

        (ii) that the Corporation subdivides or combines its outstanding 
             shares of Common Stock;

       (iii) of any reclassification of the Common Stock of the Corporation
             (other than a subdivision or combination of its outstanding 
             shares of Common Stock or a stock dividend or stock 
             distribution thereon), or of any consolidation or merger of the 
             Corporation into or with another corporation, or of the sale of 
             all or substantially all of the assets of the Corporation; or

        (iv) of the involuntary or voluntary dissolution, liquidation or 
             winding up of the Corporation;

                                      -13-

<PAGE>


then the Corporation shall mail to the holders of the Series C Preferred 
Stock at their last addresses as shown on the records of the Corporation, at 
least ten days prior to the date specified in (A) below or twenty days before 
the date specified in (B) below, a notice stating

     (A) the record date of such dividend, distribution, subdivision or 
         combination, or, if a record is not to be taken, the date as of 
         which the holders of Common Stock of record to be entitled to such 
         dividend, distribution, subdivision or combination are to be 
         determined, or

     (B) the date on which such reclassification, consolidation, merger, 
         sale, dissolution, liquidation or winding up is expected to become 
         effective, and the date as of which it is expected that holders of 
         Common Stock of record shall be entitled to exchange their shares 
         of Common Stock for securities or other property deliverable upon 
         such reclassification, consolidation, merger, sale, dissolution or 
         winding up.

     6.  Mandatory Conversion.

     (a) Effective upon either of the following times (each a "Mandatory 
Conversion Time"), all outstanding shares of Series C Preferred Stock shall 
automatically be converted into shares of Common Stock, at the then effective 
conversion rate:

     (i) Immediately prior to the consummation of any consolidation or merger 
of the Corporation with or into, or the sale of all or substantially all of 
the assets of the Corporation to, another corporation whose common stock is 
listed on the Nasdaq National Market or a national securities exchange; or

     (ii) Upon the close of business on the 20th trading day in any period of 
20 consecutive trading days for which the volume-weighted average of the last 
reported sale prices per share of the Common Stock of the Corporation on the 
Nasdaq National Market, as reported by Nasdaq, is equal to or greater than 
$3.7317 (subject to appropriate adjustment for stock splits, stock dividends, 
combinations and other similar recapitalizations affecting such shares); 
provided that no such Mandatory Conversion Time shall be deemed to occur 
under this clause (ii) unless the Registration Statement (as defined in the 
Series C Preferred Stock Purchase Agreement between the Corporation and 
Lindner Investments dated October 14, 1996) is

                                      -14-

<PAGE>

effective under the Securities Act of 1933, as amended, at all times during 
such 20-day period.   

     (b) No later than 20 days prior to the Mandatory Conversion Time (in the 
case of a Mandatory Conversion Time under clause (i) above) or no later than 
20 days after the Mandatory Conversion Time (in the case of a Mandatory 
Conversion Time under clause (ii) above), the Corporation shall deliver 
written notice of the Mandatory Conversion Time, and the conversion of the 
Series C Preferred Stock effected pursuant thereto, to all holders of record 
of shares of Series C Preferred Stock.  Such notice shall be sent by first 
class or registered mail, postage prepaid, to each record holder of Series C 
Preferred Stock at such holder's address last shown on the records of the 
transfer agent for the Series C Preferred Stock (or the records of the 
Corporation, if it serves as its own transfer agent). Upon receipt of such 
notice, each holder of shares of Series C Preferred Stock shall promptly 
surrender his or its certificate or certificates for all such shares to the 
Corporation in accordance with the instructions set forth in such notice, and 
shall thereafter receive certificates for the number of shares of Common 
Stock to which such holder is entitled pursuant to this Section 6.  As of the 
Mandatory Conversion Time, all rights with respect to the Series C Preferred 
Stock so converted, including the rights, if any, to receive notices and vote 
(other than as a holder of Common Stock) will terminate, except only the 
rights of the holders thereof, upon surrender of their certificate or 
certificates therefor, to receive certificates for the number of shares of 
Common Stock into which such Series C Preferred Stock has been converted.  If 
so required by the Corporation, certificates surrendered for conversion shall 
be endorsed or accompanied by written instrument or instruments of transfer, 
in form satisfactory to the Corporation, duly executed by the registered 
holder or by his or its attorney duly authorized in writing.  As soon as 
practicable after the surrender of the certificate or certificates for Series 
C Preferred Stock, the Corporation shall cause to be issued and delivered to 
such holder, or on his or its written order, a certificate or certificates 
for the number of full shares of Common Stock issuable on such conversion in 
accordance with the provisions hereof and cash as provided in Subsection 5(b) 
in respect of any fraction of a share of Common Stock otherwise issuable upon 
such conversion.

     (c) All certificates evidencing shares of Series C Preferred Stock which 
are required to be surrendered for conversion in accordance with the 
provisions hereof shall, from and after the Mandatory Conversion Time, be 
deemed to have been

                                      -15-

<PAGE>

retired and cancelled and the shares of Series C Preferred Stock represented 
thereby converted into Common Stock for all purposes, notwithstanding the 
failure of the holder or holders thereof to surrender such certificates on or 
prior to such date.  Upon such mandatory conversion of the Series C Preferred 
Stock pursuant to this Section 6, all provisions hereof included under the 
caption "Series C Convertible Preferred Stock", and all references herein to 
the Series C Preferred Stock, shall be deleted and shall be of no further 
force or effect, and the Corporation may thereafter take such appropriate 
action (without the need for stockholder action) as may be necessary to give 
effect thereto.

     7.  Optional Redemption.

     (a) At any time and from time to time on or after October 16, 1999, the 
Corporation may, at the option of its Board of Directors, redeem the Series C 
Preferred Stock, in whole or in part, for the following redemption prices per 
share (subject to appropriate adjustment for stock splits, stock dividends, 
combinations or other similar recapitalizations affecting such shares), plus 
any declared or accrued but unpaid dividends thereon to the Redemption Date 
(as defined below), which shall be payable in cash (hereinafter referred to 
as the "Redemption Price").

If the Redemption Date is

From October 16, 1999 through October 15, 2000     $12.43900
From October 16, 2000 through October 15, 2001     $11.94144
From October 16, 2001 through October 15, 2002     $11.44388
From October 16, 2002 through October 15, 2003     $10.94632
From October 16, 2003 through October 15, 2004     $10.44876
From and after October 16, 2004                    $9.9512

     (b) In the event of any redemption of only a part of the then 
outstanding Series C Preferred Stock, the Corporation shall effect such 
redemption pro rata among the holders thereof based on the number of shares 
of Series C Preferred Stock held by such holders on the date of the 
Redemption Notice (as defined below).

     (c) At least 30 days prior to the date fixed for any redemption of 
Series C Preferred Stock (hereinafter referred to as the "Redemption Date"), 
written notice shall be mailed, by first class or registered mail, postage 
prepaid, to each holder of record of Series C Preferred Stock to be redeemed, 
at his or its address last shown on the records of the transfer agent of the 
Series C Preferred Stock (or the records of the Corporation,

                                      -16-

<PAGE>

if it serves as its own transfer agent), notifying such holder of the 
election of the Corporation to redeem such shares, specifying the Redemption 
Date and the time at which such holder's conversion rights (pursuant to 
Section 5 hereof) as to such shares terminate (which shall be the close of 
business on the fifth full day preceding the Redemption Date) and calling 
upon such holder to surrender to the Corporation, in the manner designated, 
his or its certificate or certificates representing the shares to be redeemed 
(such notice is hereinafter referred to as the "Redemption Notice").  On or 
prior to the Redemption Date, each holder of Series C Preferred Stock to be 
redeemed shall surrender his or its certificate or certificates representing 
such shares to the Corporation, in the manner designated in the Redemption 
Notice, and thereupon the Redemption Price of such shares shall be payable to 
the order of the person whose name appears on such certificate or 
certificates as the owner thereof and each surrendered certificate shall be 
cancelled.  In the event less than all the shares represented by any such 
certificate are redeemed, a new certificate shall be issued representing the 
unredeemed shares.  From and after the Redemption Date, unless there shall 
have been a default in payment of the Redemption Price, all rights of the 
holders of the Series C Preferred Stock designated for redemption in the 
Redemption Notice as holders of Series C Preferred Stock of the Corporation 
(except the right to receive the Redemption Price without interest upon 
surrender of their certificate or certificates) shall cease with respect to 
such shares, and such shares shall not thereafter be transferred on the books 
of the Corporation or be deemed to be outstanding for any purpose whatsoever.

     (d) Any shares of Series C Preferred Stock so redeemed shall permanently 
be retired, shall no longer be deemed outstanding and shall not under any 
circumstances be reissued, and the Corporation may from time to time take 
such appropriate action as may be necessary to reduce the authorized Series C 
Preferred Stock accordingly.  Nothing herein contained shall prevent or 
restrict the purchase by the Corporation, from time to time either at public 
or private sale, of the whole or any part of the Series C Preferred Stock at 
such price or prices as the Corporation may determine, subject to the 
provisions of applicable law.

     8.  Waiver.  Any of the rights of the holders of Series C Preferred 
Stock set forth herein may be waived by the affirmative vote of the holders 
of more than fifty percent (50%) of the shares of Series C Preferred Stock 
then outstanding.  


                                      -17-