EXHIBIT 3.1

Delaware

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The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF
"DIGITAL VIDEO SYSTEMS, INC.", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF MAY, A.D. 2002, AT 9
O'CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF
DEEDS.

STATE OF DELAWARE

SECRETARY

020345353 - 2312385

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

OF

DIGITAL VIDEO SYSTEMS, INC.

(originally incorporated on October 13, 1992 under the name Digital Video Systems,
Inc.)

Douglas T. Watson certifies that:

One:	He is the duly elected and acting President of Digital Video Systems,
Inc., a Delaware corporation.

Two:	The Certificate of Incorporation of this corporation shall be amended and
restated to read in full as follows:

ARTICLE I

The name of this corporation is Digital Video Systems, Inc.

ARTICLE II

The address of the corporation's registered office in theState of
Delaware is 15 E. North Street, Dover, Delaware 19901.The name of its registered agent at
such address is Incorporating Services, Ltd., County of Kent.

ARTICLE III

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

ARTICLE IV

This corporation is authorized to issue two classes of shares, which shall be
designated as Common Stock, $.0001 par value per share, and Preferred Stock, 5.0001 par value per
share. The total number of shares of Common Stock which this corporation is authorized to issue is
Thirty Million (30,000,000) and the total number of shares of Preferred Stock which this corporation
is authorized to issue is Five Whoa (5,000,000). The Preferred Stock may lee issued from time to
time in on or more series.

The Board of Directors of the Corporation is authorized to determine the number
of additional series into which shares of Preferred Stock may be divided, to determine the
designations, powers, preferences and voting and other right% and the qualifications, limitations
and restrictions granted to or imposed upon such additional Preferred Stock or any series thereof or
any holder thereof, to determine and alter the designations, powers, preferences and rights, and the
qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series
of Preferred Stock or the holders thereof, to fix the number of shares of that series and to
increase or decrease, within the limits stated in any resolution of the Board of Directors
originally fixing the number of shares constituting any series (but not below the member of such
shares they outstanding), the number of shares of any such series subsequent to the issuance of
shares of that series.

ARTICLE V

The relative rights, preferences, privileges, and restrictions granted to or
imposed upon the respective classes of the shares or the holders thereof are as follows:

A.	Dividend Preference.  The holders of Series A Preferred and Series B
Preferred shall be entitled to receive, out of funds legally available therefor, dividends at an
annual rate. of $0.1231668 for each share of Series A Preferred or Series B Preferred held by them,
payable when and as declared by the Board, in preference and priority to the payment of dividends on
any shares of Common Stock (other than those payable solely in Common Stock or involving the
repurchase of shares of Common Stock from terminated employees, officers, directors, or consultants
pursuant to contractual arrangements). The dividends payable to the holders of Series A Preferred
and Series B Preferred shall not be cumulative, and no right shall accrue to the holders of Series A
Preferred and Series B Preferred by reason of the fact that dividends on the Series A Preferred and
Series B Preferred are not declared or paid in any previous fiscal year of the corporation, whether
or not the earnings of the corporation in that previous fiscal year were sufficient to pry such
dividends in whole or in part. In the event that the corporation shell have declared but unpaid
dividends outstanding immediately prior to, and in the event of a conversion of Series A Preferred
or Series B Preferred (as provided in Section D hereof), the corporation shall, at the option of the
holder, pay in cash to the holders) of Series A Preferred and Series B Preferred subject to
conversion the full amount of any such dividends or allow such dividends to be converted into Common
Stock in accordance with, and pursuant to the terms specified in, Section D hereof

B.	Liquidation Preference.

1.	In the event of any liquidation, dissolution, or winding up of the
corporation (a "Liquidation Event") within three years from the date of first issuance of Series A
Preferred, whether voluntary or not, distributions to the stockholders of the corporation shall be
made in the following manner: The holders of Series A Preferred and Series B Preferred shall be
entitled to receive, before any amount shall be paid to the holders of Common Stock, an amount per
share equal to 51.5395856 (as adjusted for future stock splits, combinations or similar events and
hereafter referred to as the "Original Issue Price's for each share of Series A Preferred and Series
B Preferred plus all declared but unpaid dividends. If, upon the occurrence of any such Liquidation
Event, the assets and surplus finds distributed among the holders of Series A Preferred and Series B
Preferred shall be insufficient to permit the payment to such holders of the full preferential
amount, then the entire assets and surplus funds of the corporation legally available for
distribution shall be distributed ratably among the holders of Series A Preferred and Series B
Preferred. If, upon the occurrence of any such Liquidation Event after the payment to the holders of
Series A Preferred and Series B Preferred of such full preferential amount, assets or surplus funds
remain in the corporation, the holders of Common Stock shall be entitled to receive an amount per
share equal to $1,504,000 divided by the number of shares of Common Stock then outstanding.

2.	In the event of any Liquidation Event which occurs more than three years
after the first issuance of the Series A Preferred, the first $11,500,000 of assets and funds
available for distribution shall be distributed so that (i) each holder of Series A Preferred and
each holder of Series B Preferred shall be entitled to receive the Original Issue ?rice
Per share for an aggregate of $10,00b,000 and (ii) the holders of Common Stock shall
receive an amount per share equal to $1,500,000 divided by the number of shares of Common Stock then
outstanding. If, upon the occurrence of any such Liquidation Event, the assets and funds available
to be distributed among the holders of the Series A Preferred and Series B Preferred and Common
Stock shall be less than $11,500,000, then the entire assets and funds of the corporation legally
available for distribution to such holders shall be distributed 13% to the holders of
Common Stock as a class and 87% to the holders of Series A Preferred and Series B Preferred as a
class, with the aggregate amount distributed within each such class to be distributed ratably based
on the number of shares of Series A Preferred and Series B Preferred as a class, or Common Stock,
respectively, held by each holder of shares of each such class.

3.	After payment has been made to the holders of the Series A Preferred, the"
Series B Preferred and the Common Stock of the full amounts to which they shall be entitled under
paragraphs 1 or 2 above, as the case may be, the remaining assets of the corporation available for
distribution to stockholders shall be distributed ratably among the holders of Series A Preferred,
Series B Preferred and holders of Common Stock based on the number of shares of Common Stock held by
each (assuming conversion in full of all Series A Preferred and Series B Preferred).

4.	A sale of .all or substantially all of the assets of the corporation, or
the acquisition of this corporation by another entity by means of consolidation or merger resulting
in the exchange of the outstanding shares of this corporation for securities or other
consideration issued, or caused to be issued, by the acquiring corporation or corporations and
pursuant to which the stockholders of this corporation (determined prior to such event) do not hold
more than 50% of the voting power of the surviving corporation, shall be a Liquidation Event within
the meaning of this Section B.

5.	Each holder of Series A Preferred and Series B Preferred shall be deemed to
have consented under the Delaware General Corporation Law to distributions made by the corporation
in connection with the repurchase of shares of Common Stock issued to or held by officers,
directors, or employees of, or consultants to, the corporation or its subsidiaries upon termination
of their employment or services pursuant to agreements (whether now existing or hereafter entered
into) providing for the right of said repurchase between the corporation and such persons.

6.	The value of securities and property paid or distributed pursuant to this
Section B shall be computed at fair market value at the time of payment to the corporation or at the
time made available to stockholders, all as determined by the Board of Directors in the good faith
exercise of its reasonable business judgment, provided that: (i) if such securities are listed on
any established stock exchange or a national market system, their fair market value shall be the
average closing sales price for such securities as quoted on such system or exchange (or the largest
such exchange) for the five business days preceding the date the value is to be determined (or if
there are no sales for such dates, then for the last five preceding business days on which there
were sales); and (ii) if such securities are regularly quoted by a recognized securities dealer but
selling prices arc not reported, their fair market value shall be the average of the mean between
the high bid and low asked prices for such securities on the five business days preceding the date
the value is to be determined (or if there are no quoted prices for such dates, then for the last
five preceding business days on which there were quoted prices).

7.	Nothing hereinabove set forth shall affect in any way the right of each
holder of Preferred Stock to convert such shares at any time and from time to time into Common Stock
in accordance with Section D hereof.

C.	Voting Rights.

1.	Except as otherwise required bylaw or hereunder, the holder of each share
of Common Stock issued and outstanding shall have one vote and the holder of each share of Preferred
Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into
which such share of Preferred Stock could be converted at the record date for determination of the
Stockholders entitled to vote on such matters, or, if no such record date is established, at the
date such vote is taken or any written consent of stockholders. is solicited, such votes to be
counted together with all other shares of stock of the Company having general voting power and not
separately as a class. Fractional votes by the holders of Preferred Stock shall not, however, be
permitted and any fractional voting rights shall (alter aggregating all shares into which shares of
Preferred Stock held by each holder could be converted) be rounded to the nearest whole number.
Holders of Common Stock and Preferred Stock shall be entitled to notice of any stockholders' meeting
in accordance with the Bylaws of the Corporation.

2.	Notwithstanding the foregoing, at each annual or special meeting called for
the purpose of electing directors, the holders of the Series A Preferred and Series B Preferred,
voting together as a separate class, shall he entitled to elect one (1) director, and all remaining
directors shall be elected by the holders of Common Stock voting together as a single class. The
provisions of this Section C(2) shall expire and be of no further force or effect upon conversion of
all outstanding shares of Preferred Stock into Common Stock pursuant to the provisions of Section A
hereof. In the case of any vacancy in the office of a director elected by a specified group of
stockholders, a successor shall be elected to hold office for the unexpired term of such director by
the affirmative vote of a majority of the shares of such specified group given at a special meeting
of such stockholders duly called or by an action by written consent for that purpose. Any director
who shall have been elected by a specified group of stockholders may be removed during the aforesaid
term of office, either for or without cause, by, and only by, the affirmative vote of the holders of
a majority of the shares of such specified group, given at a special meeting of such stockholders
duly called or by an action by written consent for that purpose, and any such vacancy thereby
created may be filled by the vote of the holders of a majority of the shares of such specified group
represented at such meeting or in such consent.

D.	Conversion Rights.   The holders of Preferred Stock shall
have conversion rights as follows (the "Conversion Rights"):

1.	Right to Convert. Each share of Series A Preferred and Series B
Preferred shall be convertible, at the option of the holder thereof, at any time after the date of
issuance of such share at the office of the corporation or any transfer agent for such Series A
Preferred or Series B Preferred, as the case may be. Bach share of Series A Preferred and each share
of Series B Preferred shall be convertible into fully paid and non-assessable shares of Common Stock
at a rate of one share of Common Stock for each share of Series A Preferred or Series B Preferred,
subject to adjustment in accordance with Section D(4). The number of shares of Common Stock into
which each share of the Series A Preferred or Series B Preferred is convertible is hereinafter
referred to as the "Conversion Rate."

2.	Automatic Conversion.  Each share of Series A Preferred and Series B
Preferred shall automatically be converted into shares of Common Stock at the then effective
Conversion Rate upon the closing of an underwritten public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended, covering the offer and sale of
Common Stock or other securities of the corporation for the account of the corporation to the public
at (i) a price per share or unit (prior to underwriter commissions and offering expenses) of not
less than $5.00 per share or unit (appropriately adjusted for any stock combination, stock split,
stock dividend, recapitalization, or other similar transaction) or (ii) an aggregate offering price
to the public of greater than $10,000,00 (the "Automatic Conversion"). In the event of the automatic
Conversion of the Preferred Stock upon a public offering as aforesaid, the person(s) entitled to
receive the Common Stock issuable upon such conversion shall not be deemed to have converted such
Preferred Stock until immediately prior to the closing of such sale of securities.

3.	Mechanics of Conversion.  No fractional shares of Common Stock shall
be issued upon conversion of Preferred Stock. In lien 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 fair market value of a share of Common Stock (as determined in good faith by the Board of
Directors). Before any holder of Preferred Stock shall be entitled to convert the same into full
shares of Common Stock and to receive certificates therefor, such holder shall surrender the
certificate or certificates therefor, duly endorsed, at the office of the corporation or of any
transfer agent for the Preferred Stock, and shall give written notice to the corporation at such
office that he or she elects to convert the same; provided, however, that in the event of an
Automatic Conversion pursuant to Section D(2), the outstanding shares of Preferred Stock shall be
converted automatically without any further action by the holders of such shares and whether or not
the certificates representing such shares are surrendered to the corporation or its transfer agent,
and provided further that the corporation shall not be obligated to issue certificates evidencing
the shares of Common Stock issuable upon such automatic conversion unless the certificates
evidencing such shares of Preferred Stock are either delivered to the corporation or its transfer
agent as provided above, or the holder notifies the corporation or its transfer agent that such
certificates have been lost, stolen, or destroyed and executes an agreement satisfactory to the
corporation to indemnify the corporation from any loss incurred by it in connection with such
certificates. The corporation shall, as soon as practicable after such delivery, or such agreement
and indemnification in the case of a lost certificate, issue and deliver at such office to such
holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to
which such holder shall be entitled as aforesaid and a check payable to the holder in the amount of
any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such
conversion shall be deemed to have been made immediately prior to the close of business on the date
of such surrender of the shares of Preferred Stock to be convened, or in the case of Automatic
Conversion on the date of closing of the public offering, and the person or persons entitled to
receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock on such date.

4.	Adjustments to Conversion Rate.

(a)	Adjustments for Dividends, Splits, Subdivisions,_ Combinations or
Consolidation of Common Stock.  In the event the outstanding shares of Common Stock shall be
increased by a stock dividend payable in Common Stock, stock split, subdivision, or other similar
transaction into a greater number of shares of Common Stock, the Conversion Rate then in effect for
the Series A Preferred and Series B Preferred or the number of outstanding shares of Series A
Preferred and Series B Preferred shall, concurrently with the effectiveness of such event, be
increased in proportion to the percentage increase in the outstanding number of shares of Common
Stock. In the event the outstanding shares of Common Stock shall be decreased by reverse stock
split, combination, consolidation, or other similar transaction into a lesser number of shares of
Common Stock, the Conversion Rate then in effect for the Series A Preferred and Series B Preferred
or the number of outstanding shares of Series A Preferred and Series B Preferred shall, concurrently
with the effectiveness of such event, be decreased in proportion to the percentage decrease in the
outstanding number of shares of Common Stock.

(b)	Adjustments for other Distributions.  In the event the corporation
at any time or from time to time makes, or fixes a record date for the determination of holders of
Common Stock entitled to receive any distribution payable in securities of the corporation other
than shares of Common Stock and other than as otherwise adjusted in this Section D, then and in each
such event provision shall be made so that the holders of Series A Preferred and Series B Preferred
shall receive upon conversion thereof, in addition to the number of shares of Common Stock
receivable thereupon, the amount of securities of the corporation which they would have received had
their Series A Preferred and Series B Preferred 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
date of conversion, retained such securities receivable by them as aforesaid during such period,
subject to all other adjustments called for during such period under this Section D with respect to
the rights of the holders of the Series A Preferred and Series B Preferred.

(c)	Adjustments for Reclassification. Exchange and Substitution. If the
Common Stock issuable upon conversion of the Series A Preferred and Series B Preferred shall be
changed into the same or a different number of shares of any other class or classes of stock,
whether by capital reorganization, reclassification, or otherwise (other than a -subdivision or
combination of shares provided for above), the Conversion Rate then in affect for the Series A
Preferred and Series B Preferred shall, concurrently with the effectiveness of such reorganization
or reclassification, be proportionately adjusted such that the Series A Preferred and the Series B
Preferred shall be convertible into, in lieu of the number of shares of Common Stock which the
holders would otherwise have been entitled to receive, a number of shares of such other class or
classes of stock equivalent to the number of shares of Common Stock that would have been subject to
receipt by the holders upon conversion of such Series A Preferred and Series B. Preferred
immediately before that change.

5.	No Impairment.  The corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or performed hereunder by the
corporation but will at all times in good faith assist in the carrying out of all the provisions of
this Section D) 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 A Preferred and the Series B Preferred
against impairment.

6.	Certificate as to Adjustments.  Upon the occurrence of each
adjustment or readjustment of the Conversion Rate for a series of Preferred Stock pursuant to this
Section D, the corporation at its expense shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and furnish to each holder of 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 A Preferred or Series B Preferred, furnish or cause to be furnished to such
holder like certificate setting forth: (i) such adjustments and readjustments; (ii) the Conversion
Rate at the time in effect; and (iii) the number of shares of Common Stock and the amount, if any,
of other property which at the time would be received upon the conversion of the Series A Preferred
or the Series B Preferred.

7.	Notices of Record Date.   In the event that this corporation shall propose at any
time:

(a)	to declare any dividend or distribution upon its Common Stock, whether in.
cash, property, stock, or other securities, whether or not a regular. cash dividend and
whether or not out of earnings or earned surplus;

(b)	to offer for subscription pro rata to the holders of any class or series
of its stock any additional shares of stock of any class or series or other rights;

(c)	to effect any reclassification or recapitalization of its Common Stock
outstanding involving a change in the Common Stock; or

(d)	to merge or consolidate with or into any other corporation, or sell,
lease, or convey all or substantially all its property or business, or to liquidate, dissolve, or
wind up; then, in connection with each such event, this corporation shall send to the holders of the
Series A Preferred and Series B Preferred:

(i) at least 20 days prior written notice of the date on which a record
shall be taken for such dividend, distribution. or subscription rights (and specifying the date on
which the holders of Common Stock shall be entitled thereto) or for determining rights to vote in
respect of the matters referred to in (c) and (d) above; and

(ii) in the case of the matters referred to in (c) and (d) above, at
least 20 days prior written notice of the date when the same shall take place (and specifying the
date on which the holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon the occurrence of such event or the record
date for the determination of such holders if such record date is earlier).

Each such written notice shall be delivered personally or given by first class
mail, postage prepaid, addressed to the holders of the Series A Preferred and the Series B Preferred
at the address for each such holder as shown on the books of this corporation.

8.	Issue Taxes.  The corporation shall pay any and all issue and other
taxes (other than income taxes) that may be payable in respect of any issue or delivery of shares of
Common Stock on conversion of shares of Series A Preferred and Series B Preferred pursuant hereto;
provided, however, that the corporation shall not be obligated to pay any transfer taxes . resulting
from any transfer requested by any holder in connection with any such conversion.

9.	Reservation of Stock Issuable Upon Conversion.  The corporation shall
at all times reserve and keep available out of its authorized but unissued shares of Common Stock,
solely for the purpose of effecting the conversion of the shares of the Series A Preferred and the
Series B Preferred such number of its shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of Series A Preferred and Series B
Preferred; 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 Series A Preferred and
Series B Preferred, the corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number
of shares as shall be sufficient for such purpose, including, without limitation, engaging in best
efforts to obtain the requisite stockholder approval of any necessary amendment to its Certificate
of Incorporation.

10.	Status of Converted Stock. In case any shares of Series A Preferred
or Series B Preferred shall be converted pursuant to this Section A, the shares so converted
shall be retired and shall not be reissued.

E.	Protective Provisions. In addition to any other rights provided by
law, so long as any shares of Series A Preferred or Series B Preferred shall be outstanding, the
Corporation shall not, without first obtaining the affirmative vote or written consent of the
holders of not less than a majority of the outstanding shares of Series A Preferred and Series B
Preferred, voting together as a single class:

1.	amend or repeal any provision of, or add any provision to: (i) the
corporation's certificate of incorporation; or (ii) the corporation's Bylaws, if such action would
increase the authorized number of directors;

2.	(i) dissolve or otherwise liquidate the corporation; (ii) sell, convey or
otherwise dispose of all or substantially all of its property or business; or (iii) merge into or
consolidate with any other corporation (other than a wholly owned subsidiary corporation) or effect
any other transaction or series of related transactions disposing of more than 50% of the voting
power of the corporation; or

3.	engage in any extraordinary corporate transaction which could have a material effect on the
business or operations of the corporation.

ARTICLE VI

The corporation is to have perpetual existence.

ARTICLE VII

In furtherance and not in limitation of the powers conferred by statute:

A.	The Board of Directors of the corporation is expressly authorized; to adopt,
amend, alter, or repeal the Bylaws of the corporation.

B.	Elections of directors need not be by written ballot unless the Bylaws of the corporation
shall so provide.

C.	The books of the corporation may be kept at such place within or without the State of
Delaware as the Bylaws of the corporation may provide or as may be designated from time to time by
the Board of Directors of the corporation.

ARTICLE VIII

Whenever a compromise or arrangement is proposed between this corporation and its
creditors or any class of them and/or between this corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of Section 291 of
Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or
receivers appointed for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this corporation, as the case may be, to be summoned in such manner as the
said court directs. If a majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of this corporation as
a consequence of such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if, sanctioned by the court to which the said application has been
made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class
of stockholders, of this corporation, as the case may be, and also on this corporation.

ARTICLE IX

To the fullest extent permitted by the General Corporation Law of the State of
Delaware as the same now exists, or as it may hereafter be amended, no director of the corporation
shall be

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ARTICLE X

A.	Actions, Suits and Proceedings Other than by or in the Right  the
Corporation.  The corporation shall indemnify each person who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he or she is or was, or has agreed to become, a director or
officer of the corporation, or is or was serving, or has agreed to serve, at the request of the
corporation, as a director, officer, or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust, or other enterprise (including any employee benefit
plan) (all such persons being referred to hereafter as an 'Indemnitee"), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him or her or on his or her behalf in connection with such action, suit, or
proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding had no reasonable cause to believe such conduct was
unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which the person reasonably
believed to be in, or not opposed to, the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or her conduct was
unlawful. Notwithstanding anything to the contrary in this Article, except as set forth in Section F
below, the corporation shall not indemnity an indemnitee seeking. indemnification in connection with
a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was
approved by the Board of Directors of the corporation.

B.	Actions or Suits by or in the Right of the Corporation. The
corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such Indemnitee is or was, or has agreed
to become, a director or officer of the corporation, or is or was saving, or has agreed to serve, at
the request of the corporation, as a director, officer, or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust, or other enterprise (including any
employee benefit plan), or by reason of any action alleged to have been taken or omitted in such
capacity, against all expenses (including attorneys' fees) and amounts paid in settlement actually
and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with such.
action, suit, or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any claim, issue, or matter
as to which such person shall have been adjudged to

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C.	Indemnification for Expenses of Successful Party.  Notwithstanding the
other provisions of this Article, to the extent that an Indemnitee has been successful, on the
merits or otherwise, in defense of any action, suit, or proceeding referred to in Sections A
and B of this Article, or in defense of any claim, issue, or matter therein, or on appeal from any
such action, suit, or proceeding, Indemnitee shall be indemnified against all expenses (including
attorneys' fees) actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in
connection therewith. Without limiting the foregoing, if any action, suit, or proceeding is disposed
of,. on the merits or otherwise (including a disposition without prejudice), without (i) the
disposition being adverse to the Indemnitee; (ii) an adjudication that the Indemnitee was liable to
the corporation; (iii) a plea of guilty or nolo contendere by the Indemnitee; (iv) an
adjudication that the Indemnitee did not act in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the corporation; and (v) with respect to
any criminal proceeding, an adjudication that the Indemnitee bad reasonable cause to believe his or
her conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been
wholly successful with respect thereto.

D.	Notification and Defense of Claim.  As a condition precedent to the
right to be indemnified, the Indemnitee must notify the corporation in writing as soon as
practicable of any action, suit, proceeding, or investigation involving Indemnitee for which
indemnity will or could be sought. With respect to any action, suit; proceeding, or investigation of
which the corporation is so notified, the corporation will be entitled to participate therein at its
own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably
acceptable to the Indemnitee. After notice from the corporation to the Indemnitee of its election so
to assume such defense, the corporation shall not be liable to the Indemnitee for any legal or other
expenses subsequently incurred by the Indemnitee in connection with such claim, other than as proved
below in this Section D. The Indemnitee shall have the right to employ his or her own counsel in
connection with such claim, but the fees and expenses of such counsel incurred after notice from the
corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee
unless: (i) the employment of counsel by the Indemnitee has been authorized by the corporation; (ii)
counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest
or position on any significant issue between the corporation and the Indemnitee in the conduct of
the defense of such action; or (iii) the corporation shall not in fact have employed counsel to
assume the defense. of such action, in each of which cases the fees, and expenses of counsel for the
Indemnitee shall be at the expense of the corporation except as otherwise expressly provided by this
Article. The corporation shall not be entitled, without the consent of the Indemnitee, to assume the
defense of any claim brought by or in the right of the corporation or as to which counsel for the
Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

E.	Advance of Expenses.  Subject to the provisions of Section F below, in
the event that the corporation does not assume the defense pursuant to Section D of this Article of
any action, suit, proceeding, or investigation of which the corporation receives notice under this
Article, any expenses (including attorneys' fees) incurred by an Indemnnitee in defending a civil or
criminal action, suit, proceeding, or investigation or any appeal therefrom shall be paid by the
corporation in advance of the final disposition of such matter, provided, however, that the payment
of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall
be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts
so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled
to be indemnified by the corporation as authorized in this Article. Such undertaking may be accepted
without reference to the financial ability of such person to make such repayment.

F.	Procedure for Indemnification.  In order to obtain indemnification or
advancement of expenses pursuant to Sections A, B, C or E of this Article, the Indemnitee shall
submit to the corporation a written request, including in such request such documentation and
information as is reasonably available to thc Indemnitee and is reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses.
Any such indemnification or advancement of expenses shall be made promptly, and in any event within
60 days after receipt by the corporation of the written request of the Indemnitee, unless with
respect to requests under Section A, B or E the corporation determines, by clear and convincing
evidence, within such 60-day period that the Indemnnitee did not meet the applicable standard of
standard set forth in Section A or B. as the case may be. Such determination shall be made in each
instance by (a) a majority vote of a quorum of the directors or the corporation consisting of
persons who are not at that time parties to the action, suit, or proceeding in question
("'disinterested directors"), (b) if no such quorum is obtainable, a majority vote of a committee of
two or more disinterested directors, (c) a majority vote of a quorum of the outstanding shares of
stock of all classes entitled to vote for directors, voting as a single -class, which quorum shall
consist of stockholders who are not at that time parties to the action, suit, or proceeding in
question, (d) independent legal counsel (who may be regular legal counsel to the corporation), or
(e) a court of competent jurisdiction.

G.	Remedies.  The right to indemnification or advances are granted by
this Article shall be enforceable by the Indemnitee in any court of competent jurisdiction if the
corporation denies such request, in whole or in part, or if no disposition thereof is made within
the 60-day period referred to above in Section F. Unless otherwise provided by law, the burden of
proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this
Article shall be on the corporation. Neither the failure of the corporation to have made a
determination prior to the commencement of such action that indemnification is proper in the
circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual
determination by the corporation pursuant to Section F that the Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that the
Indemnitee has not met the applicable standard of conduct. The Indemnitee's expenses (including
attorneys' fees) incurred in connection with successfully establishing his right to indemnification,
in whole or in part, in any such proceeding shall also be indemnified by the
corporation.

H.	Subsequent Amendment.  No amendment, termination, or repeal of this
Article or of the relevant provisions of the General Corporation Law of the State of Delaware or any
other applicable laws shall affect or diminish in any way the rights of any Indemnnitee to
indemnification under the provisions hereof with respect to any action, suit, proceeding, or
investigation arising out of or relating to any actions, transactions, or facts occurring prior to
the final adoption of such amendment, termination, or repeal.

I.	Other Rights.  The indemnification and advancement of expenses
provided by this Article shall not be deemed exclusive of any other rights to which an Indemnitee.
seeking indemnification or advancement of expenses may be entitled under any law (common or
statutory), agreement, or vote of stockholders or disinterested directors or otherwise, both as to
action in Indemnitee's official capacity and as to action in any other capacity while holding office
for the corporation, and shall continue as to an Indemnitee who has ceased to be a director or
officer, and shall inure to the benefit of the estate, heirs, executors, and administrators of the
Indemnitee. Nothing contained in this Article shall be deemed to prohibit, and the corporation is
specifically authorized to enter into, agreements with officers and directors providing
indemnification' rights and procedures different from those set forth in this Article. In addition,
the corporation may, to the extent authorized from time to time by its Board of Directors, grant
indemnification rights to other employees or agents of the corporation or other persons serving the
corporation and such rights may be equivalent to, or greater or less than, those set forth in this
Article.

J.	Partial Indemnification.  If an Indemnitee is entitled under any
provision of this Article to indemnification by the corporation for some or a portion of the
expenses (including attorneys' fees), judgments, fines, or amounts paid in settlement actually and
reasonably incurred by or on Indemnitee's behalf in connection. with any action, suit, proceeding,
or investigation and any appeal therefrom but not, however, for the total amount thereof, the
corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including
attorneys' fees), judgments, fines, or amounts paid in settlement to which the Indemnitee is
entitled.

K.	Insurance.  The corporation may purchase and maintain insurance, at
its expense, to protect itself and any director, officer, employee, or agent of the corporation or
another corporation, partnership, joint venture, trust, or other enterprise (including any employee
benefit plan) against any expense, liability, or loss incurred by him or her in any such capacity,
or arising out of his or her status as such, whether or not the corporation would have the power to
indemnify such person against such expense, liability, or loss under the General Corporation Law of
the State of Delaware.

L.	Merger or Consolidation.  If the corporation is merged into or
consolidated with. another corporation and the corporation is not the surviving corporation, the
surviving corporation shall assume the obligations of the corporation under this Article with
respect to any action, suit, proceeding, or investigation arising out of or relating to any actions;
transactions, or facts occurring prior to the date of such merger or consolidation.

M.	Savings Clauses.  If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the corporation shall
nevertheless indemnify each Indemnitee as to any expenses (including attorneys' fees) judgments,
fines, and amounts paid in settlement in connection with any action, suit, proceeding, or
investigation, whether civil, criminal, or administrative, including any action by or in the right
of the corporation, to the fullest extent permitted by any applicable portion of this Article that
shall not have been invalidated and to the fullest extent permitted by applicable law.

N.	Definitions.  Terms used herein and defined in Section 145(h) and
Section 145(i) of the General Corporation Law of the State of Delaware shall have the respective
meanings assigned to such terms in such Section 145(h) and Section 145(i).

O.	Subsequent Legislation.  If the General Corporation Law of the State
of Delaware is amended after adoption of this Article to expand further the indemnification
permitted to Indemnitee, then the corporation shall indemnify such persons to the fullest extent
permitted by the General Corporation Law of Delaware, as so amended.

ARTICLE XI

The corporation reserves the right to amend or repeal any provision contained in
this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon a stockholder herein are granted subject to this reservation.

Three:  The foregoing amendment and restatement of Certificate of Incorporation
has been duly approved by the Board of Directors of the corporation.

Four:  The foregoing amendment and restatement of Certificate of Incorporation
was approved by the holders of the required number of shares of the corporation in accordance with
Sections 228, 242 and 245 of the Delaware General Corporation Law. The number of shares voting in
favor of the amendment equaled or exceeded the vote required.

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated ,
Certificate of Incorporation on May 24, 2002.

/s/ Douglas T. Watson

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