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                                                                   Exhibit 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 SPINCYCLE, INC.
                            (a Delaware corporation)
                                    *********
                         Adopted in accordance with the
                        provisions of Section 242 of the
                         General Corporation Law of the
                                State of Delaware
                                    *********
                           Incorporated March 14, 1997


         The undersigned, a natural person, hereby certifies that:

         This Amended and Restated Certificate of Incorporation ("Amended and
Restated Certificate") of SpinCycle, Inc., originally incorporated on March 14,
1997 as SpinCycle Acquisition Corp., amends and restates the Restated
Certificate of Incorporation of SpinCycle, Inc. ("Certificate"). The Certificate
is hereby amended and restated to read in its entirety as follows:

         FIRST: The name of the corporation (hereinafter called the
"Corporation") is SpinCycle, Inc.

         SECOND: The address, including street, number, city, and county, of the
registered office of the Corporation in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle; and
the name of the registered agent of the Corporation in the State of Delaware at
such address is The Corporation Trust Company.

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

         FOURTH: The total number of shares of stock (common and preferred)
which the Corporation shall have authority to issue is One Million (1,000,000)
shares with a par value of $0.01 per share; of which Six Hundred Thirty Thousand
(630,000) shares shall be of Common Stock ("Common Stock"); One Hundred Thousand
(100,000) shares shall be of Series A Convertible Preferred Stock ("Series A
Stock"); One Hundred Fifty Thousand (150,000) shares shall be of Series B
Convertible Preferred Stock ("Series B Stock"); and One Hundred Twenty Thousand
(120,000) shares shall be of Series C Convertible Preferred Stock ("Series C
Stock"). One vote shall be allowed for each share of common or preferred stock.

         FIFTH: The Corporation is to have perpetual existence.
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         SIXTH: 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
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
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 (3/4) 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.

         SEVENTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders of
any class thereof, as the case may be, it is further provided:

                  1. The management of the business and the conduct of the
         affairs of the Corporation shall be vested in its Board of Directors.
         The number of directors which shall constitute the whole Board of
         Directors shall be fixed by, or in the manner provided in, the Bylaws.
         The phrase "whole Board" and the phrase "total number of directors"
         shall be deemed to have the same meaning, to wit, the total number of
         directors which the Corporation would have if there were no vacancies.
         No election of directors need be by written ballot.

                  2. After the original or other Bylaws of the Corporation have
         been adopted, amended, or repealed, as the case may be, in accordance
         with the provisions of Section 109 of the General Corporation Law of
         the State of Delaware, and, after the Corporation has received any
         payment for any of its stock, the power to adopt, amend, or repeal the
         Bylaws of the Corporation may be exercised by the Board of Directors of
         the Corporation; provided, however, that any provision for the
         classification of directors of the Corporation for staggered terms
         pursuant to the provisions of subsection (d) of Section 141 of the
         General Corporation Law of the State of Delaware shall be set forth in
         an initial Bylaw or in a Bylaw adopted by the stockholders of the
         Corporation entitled to vote unless provisions for such classification
         shall be set forth in this Amended and Restated Certificate.


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                  3. Whenever the Corporation shall be authorized to issue only
         one class of stock, each outstanding share shall entitle the holder
         thereof to notice of, and the right to vote at, any meeting of
         stockholders. Whenever the Corporation shall be authorized to issue
         more than one class of stock, no outstanding share of any class of
         stock which is denied voting power under the provisions of the
         certificate of incorporation shall entitle the holder thereof to the
         right to vote at any meeting of stockholders except as the provisions
         of paragraph (2) of subsection (b) of Section 242 of the General
         Corporation Law of the State of Delaware shall otherwise require;
         provided, that no share of any such class which is otherwise denied
         voting power shall entitle the holder thereof to vote upon the increase
         or decrease in the number of authorized shares of said class.

                  4. Rights and Preferences of Series A Stock:

                           A. Dividends shall be payable on the Series A Stock
         out of funds legally available therefor only if and when declared by
         the Board of Directors. In no event shall any dividend be paid or
         declared (whether in cash, common stock or other securities or property
         of the Corporation), nor shall any distribution be made, on the common
         stock, unless holders of Series A Stock, Series B Stock and Series C
         Stock shall participate in such dividend on a pro rata basis with the
         holders of common stock, counting shares of Series A Stock, Series B
         Stock and Series C Stock on an as-if-converted basis.

                           B. In the event of the liquidation, dissolution or
         winding up of the Corporation, whether voluntary or involuntary, the
         assets of the Corporation shall be distributed to the holders of the
         outstanding shares of capital stock of the Corporation in the following
         priority: (i) the holders of the Series A Stock, Series B Stock and
         Series C Stock then outstanding shall first be entitled to receive an
         amount equal to the price paid the Corporation upon issuance for such
         stock ("Initial Payments") by the holder thereof or the predecessors of
         such holder (plus any declared but unpaid dividends); provided,
         however, that if the assets of the Corporation are insufficient to pay
         all such holders the amounts set forth in this section 4B, such holders
         shall share such assets pro rata based upon their relative Initial
         Payments; and (ii) the remainder shall be distributed pro rata to the
         holders of the Series A Stock, Series B Stock, Series C Stock and
         Common Stock, counting shares of Series A Stock, Series B Stock and
         Series C Stock on an as-if-converted basis.

                           C. The holders of record of Series A Stock and Series
         B Stock, voting as a single class, shall be entitled to elect one
         director to the Board of Directors.


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                           D. Without the affirmative vote or consent of holders
         of at least 76% of the Series A Stock at the time outstanding, voting
         separately as a class, this Corporation in a single transaction or a
         series of related transactions shall not sell all or substantially all
         of its assets, or consolidate with or merge into any other corporation
         or entity, or, engage in an exchange pursuant to which the holders of
         Common Stock are entitled to receive stock, securities, cash or assets
         (or a combination thereof) in exchange for such Common Stock, or
         dissolve or liquidate assets, or permit any other corporation or entity
         to consolidate or merge into it, except that any subsidiary of this
         Corporation may merge into another subsidiary or into this Corporation
         if this Corporation is the surviving entity of any such merger.

                           E. Each share of Series A Stock automatically shall
         be converted into Common Stock pursuant to the provisions below
         immediately prior to the closing of the first underwritten public
         offering pursuant to a Registration Statement on Form S-1 (or any
         successor form) by the Corporation of its Common Stock in which the
         aggregate gross proceeds to the Corporation are at least $5,000,000.
         The Corporation shall give notice to the holders of Series A Stock of
         such automatic conversion and may require the surrender of certificates
         representing Series A Stock before delivering certificates representing
         the Common Stock issued in such conversion. Upon conversion of the
         Series A Stock, any previously declared but unpaid dividends shall be
         paid to the holders thereof. The Corporation shall pay any transfer tax
         or fee applicable to conversion.

                           F. Each share of Series A Stock shall be convertible
         initially into an equal number of shares of Common Stock (the
         "Conversion Ratio"). The Conversion Ratio shall be the same for the
         Series A Stock, Series B Stock and Series C Stock. The number of shares
         of Common Stock to which a holder of the Series A Stock shall be
         entitled upon conversion is subject to adjustment from time to time as
         follows:

                           (i) In the event the Corporation shall (x) split or
                  subdivide its outstanding capital stock by reclassification or
                  otherwise, or (y) combine its outstanding capital stock into a
                  smaller number of shares of Common Stock by reclassification
                  or otherwise, then, in any such event, the Conversion Ratio
                  specified in this paragraph 4F(i) as in effect immediately
                  prior to such split, subdivision or combination shall be
                  adjusted so that the holder of any shares of Series A Stock,
                  upon subsequent conversion thereof, shall be entitled to
                  receive the number of shares of Common Stock which such holder
                  would have been entitled to receive immediately after the
                  happening of such event if such holder's shares of Series A
                  Stock had been converted into shares of Common Stock
                  immediately prior to the


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                  happening of such event and such holder had thereafter, during
                  the period from the date of such event to and including the
                  conversion date, retained such securities receivable by such
                  holder as aforesaid during such period, subject to all further
                  adjustments called for hereunder during such period. Such
                  adjustment shall be made, in the case of a split, subdivision
                  or combination, as of the effective date thereof.

                           (ii) If any capital reorganization or
                  reclassification of the capital stock of the Corporation or
                  consolidation, merger or sale of all or substantially all of
                  the assets of the Corporation shall be effected in such a way
                  that holders of Common Stock shall be entitled to receive
                  stock, securities or assets with respect to or in exchange for
                  shares of Common Stock, then, as a condition of such
                  reorganization, reclassification, consolidation, merger or
                  sale, lawful, adequate provision shall be made whereby the
                  holders of the Series A Stock shall thereafter have the right
                  to receive, upon the basis and upon the terms and conditions
                  specified in such reorganization, reclassification,
                  consolidation, sale or merger and in lieu of the shares of
                  Common Stock of the Corporation immediately theretofore
                  receivable upon the conversion of the Series A Stock, such
                  shares of stock, securities or assets as may be issuable or
                  payable with respect to or in exchange for a number of
                  outstanding shares of Common Stock equal to the number of
                  shares of Common Stock immediately theretofore receivable upon
                  the conversion of the Series A Stock had such reorganization,
                  reclassification, consolidation, merger or sale not taken
                  place, and in any such case appropriate provision shall be
                  made with respect to the rights and interests of the holders
                  of the Series A Stock to the end that the provisions hereof
                  (including without limitation provisions for adjustments of
                  the Conversion Ratio for the Series A Stock and of the number
                  of shares receivable upon the conversion of the Series A
                  Stock) shall thereafter be applicable, as nearly as may be, in
                  relation to any shares of stock, securities or assets
                  thereafter receivable upon the conversion of the Series A
                  Stock. The Corporation shall not effect any such
                  consolidation, merger or sale, unless prior to the
                  consummation thereof the surviving corporation (if other than
                  this Corporation) resulting from such consolidation or the
                  corporation purchasing such assets shall assume by written
                  instrument executed and mailed to the registered holders of
                  the Series A Stock at the last address of such holders
                  appearing on the books of the Corporation, the obligation to
                  deliver to such holders such shares of stock, securities or
                  assets as, in accordance with the foregoing provisions, such
                  holders may be entitled to receive.

                           (iii) The adjustment provisions of this paragraph 4F
                  may be waived or modified by the affirmative vote of the
                  record holders (voting as


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                  a class) of at least eighty percent (80%) of the then
                  outstanding shares of Series A Stock.

                           G. The Corporation will at all times reserve and keep
         available out of its authorized Common Stock, solely for the purpose of
         issuance upon conversion of the Series A Stock as herein provided, such
         number of shares of Common Stock as shall be issuable upon the
         conversion of all outstanding shares of Series A Stock.

                           H. Notices required or permitted to be given
         hereunder shall be by mail, first class, postage prepaid, addressed:

                                    (i) If to the Corporation, at its principal
executive offices; or

                                    (ii) If to the record holders of Series A
Stock, at the addresses of such holders as shown on the books of the
Corporation.

                  5.       Rights and Preferences of Series B Stock

                           A. Dividends shall be payable on the Series B Stock
         out of funds legally available therefor only if and when declared by
         the Board of Directors. In no event shall any dividend be paid or
         declared (whether in cash, Common Stock or other securities or property
         of the Corporation), nor shall any distribution be made, on the Common
         Stock, unless holders of Series A Stock, Series B Stock and Series C
         Stock shall participate in such dividend on a pro rata basis with the
         holders of Common Stock, counting shares of Series A Stock, Series B
         Stock and Series C Stock on an as-if-converted basis.

                           B. In the event of the liquidation, dissolution or
         winding up of the Corporation, whether voluntary or involuntary, the
         assets of the Corporation shall be distributed to the holders of the
         outstanding shares of capital stock of the Corporation in the following
         priority: (i) the holders of the Series A Stock, Series B Stock and
         Series C Stock then outstanding shall first be entitled to receive an
         amount equal to the Initial Payments by the holder thereof or the
         predecessors of such holder (plus any declared but unpaid dividends);
         provided, however, that if the assets of the Corporation are
         insufficient to pay all such holders the amounts set forth in this
         section 5B, such holders shall share such assets pro rata based upon
         their relative Initial Payments; and (ii) the remainder shall be
         distributed pro rata to the holders of Series A Stock, Series B Stock
         and Series C Stock and Common Stock, counting shares of Series A Stock,
         Series B Stock and Series C on an as-if-converted basis.


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                           C. The holders of record of Series A Stock and Series
         B Stock, voting as a single class, shall be entitled to elect one
         director to the Board of Directors.

                           D. Without the affirmative vote or consent of holders
         of at least 51% of the Series B Stock at the time outstanding, voting
         separately as a class, this Corporation, in a single transaction or a
         series of related transactions, shall not sell all or substantially all
         of its assets, or consolidate with or merge into any other corporation
         or entity or engage in an exchange pursuant to which the holders of
         Common Stock are entitled to receive stock, securities, cash or assets
         (or a combination thereof) in exchange for such Common Stock, or
         dissolve or liquidate assets, or permit any other corporation or entity
         to consolidate or merge into it, except that any subsidiary of this
         Corporation may merge into another subsidiary or into this Corporation
         if this Corporation is the surviving entity of any such merger.

                           E. Each share of Series B Stock automatically shall
         be converted into Common Stock pursuant to the provisions below
         immediately prior to the closing of the first underwritten public
         offering pursuant to a Registration Statement on Form S-1 (or any
         successor form) by the Corporation of its Common Stock in which the
         aggregate gross proceeds to the Corporation are at least $5,000,000.
         The Corporation shall give notice to the holders of Series B Stock of
         such automatic conversion and may require the surrender of certificates
         representing Series B Stock before delivering certificates representing
         the Common Stock issued in such conversion. Upon conversion of the
         Series B Stock, any previously declared but unpaid dividends shall be
         paid to the holders thereof. The Corporation shall pay any transfer tax
         or fee applicable to conversion.

                           F. Each share of Series B Stock shall be convertible
         initially into an equal number of shares of Common Stock in accordance
         with the Conversion Ratio. The number of shares of Common Stock to
         which a holder of the Series B Stock shall be entitled upon conversion
         is subject to adjustment from time to time as follows:

                                    (i) In the event the Corporation shall (x)
         split or subdivide its outstanding capital stock by reclassification or
         otherwise, or (y) combine its outstanding capital stock into a smaller
         number of shares of Common Stock by reclassification or otherwise,
         then, in any such event, the Conversion Ratio specified in this
         paragraph 5F(i) as in effect immediately prior to such split,
         subdivision or combination shall be adjusted so that the holder of any
         shares of Series B Stock, upon subsequent conversion thereof, shall be
         entitled to receive the number of shares of Common Stock which such
         holder would have been


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<PAGE>   8
entitled to receive immediately after the happening of such event if such
holder's shares of Series B Stock had been converted into shares of Common Stock
immediately prior to the happening of such event and such holder had thereafter,
during the period from the date of such event to and including the conversion
date, retained such securities receivable by such holder as aforesaid during
such period, subject to all further adjustments called for hereunder during such
period. Such adjustment shall be made, in the case of a split, subdivision or
combination, as of the effective date thereof.

                                    (ii) If any capital reorganization or
         reclassification of the capital stock of the Corporation or
         consolidation, merger or sale of all or substantially all of the assets
         of the Corporation shall be effected in such a way that holders of
         Common Stock shall be entitled to receive stock, securities or assets
         with respect to or in exchange for shares of Common Stock, then, as a
         condition of such reorganization, reclassification, consolidation,
         merger or sale, lawful, adequate provision shall be made whereby the
         holders of the Series B Stock shall thereafter have the right to
         receive, upon the basis and upon the terms and conditions specified in
         such reorganization, reclassification, consolidation, sale or merger
         and in lieu of the shares of Common Stock of the Corporation
         immediately theretofore receivable upon the conversion of the Series B
         Stock, such shares of stock, securities or assets as may be issuable or
         payable with respect to or in exchange for a number of outstanding
         shares of Common Stock equal to the number of shares of Common Stock
         immediately theretofore receivable upon the conversion of the Series B
         Stock had such reorganization, reclassification, consolidation, merger
         or sale not taken place, and in any such case appropriate provision
         shall be made with respect to the rights and interests of the holders
         of the Series B Stock to the end that the provisions hereof (including
         without limitation provisions for adjustments of the Conversion Ratio
         for the Series B Stock and of the number of shares receivable upon the
         conversion of the Series B Stock) shall thereafter be applicable, as
         nearly as may be, in relation to any shares of stock, securities or
         assets thereafter receivable upon the conversion of the Series B Stock.
         The Corporation shall not effect any such consolidation, merger or
         sale, unless prior to the consummation thereof the surviving
         corporation (if other than this Corporation) resulting from such
         consolidation or the corporation purchasing such assets shall assume by
         written instrument executed and mailed to the registered holders of the
         Series B Stock at the last address of such holders appearing on the
         books of the Corporation, the obligation to deliver to such holders
         such shares of stock, securities or assets as, in accordance with the
         foregoing provisions, such holders may be entitled to receive.

                                    (iii) The adjustment provisions of this
         paragraph 5F may be waived or modified by the affirmative vote of the
         record holders (voting as a


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<PAGE>   9
         class) of at least fifty-one percent (51%) of the then outstanding
         shares of Series B Stock.

                           G. The Corporation will at all times reserve and keep
         available out of its authorized Common Stock, solely for the purpose of
         issuance upon conversion of the Series B Stock as herein provided, such
         number of shares of Common Stock as shall be issuable upon the
         conversion of all outstanding shares of Series B Stock.

                           H. Notices required or permitted to be given
         hereunder shall be by mail, first class, postage prepaid, addressed:

                                    (i) If to the Corporation, at its principal
executive offices; or

                                    (ii) If to the record holders of Series B
Stock, at the addresses of such holders as shown on the books of the
Corporation.

                  6.       Rights and Preferences of Series C Stock

                           A. Dividends shall be payable on the Series C Stock
         out of funds legally available therefor only if and when declared by
         the Board of Directors. In no event shall any dividend be paid or
         declared (whether in cash, Common Stock or other securities or property
         of the Corporation), nor shall any distribution be made, on the Common
         Stock, unless holders of Series A Stock, Series B Stock and Series C
         Stock shall participate in such dividend on a pro rata basis with the
         holders of Common Stock, counting shares of Series A Stock, Series B
         Stock and Series C Stock on an as-if-converted basis.

                           B. In the event of the liquidation, dissolution or
         winding up of the Corporation, whether voluntary or involuntary, the
         assets of the Corporation shall be distributed to the holders of the
         outstanding shares of capital stock of the Corporation in the following
         priority: (i) the holders of the Series A Stock, Series B Stock and
         Series C Stock then outstanding shall first be entitled to receive an
         amount equal to the Initial Payments by the holder thereof or the
         predecessors of such holder (plus any declared but unpaid dividends);
         provided, however, that if the assets of the Corporation are
         insufficient to pay all such holders the amounts set forth in this
         section 6B, such holders shall share such assets pro rata based upon
         their relative Initial Payments; and (ii) the remainder shall be
         distributed pro rata to the holders of Series A Stock, Series B Stock,
         Series C Stock and Common Stock, counting shares of Series A Stock,
         Series B Stock and Series C Stock on an as-if-converted basis.


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<PAGE>   10
                           C. The holders of record of Series C Stock, voting as
         a single class, shall be entitled to elect one director to the Board of
         Directors.

                           D. Without the affirmative vote or consent of holders
         of at least 51% of the Series C Stock at the time outstanding, voting
         separately as a class, this Corporation, in a single transaction or a
         series of related transactions, shall not sell all or substantially all
         of its assets, or consolidate with or merge into any other corporation
         or entity or engage in an exchange pursuant to which the holders of
         Common Stock are entitled to receive stock, securities, cash or assets
         (or a combination thereof) in exchange for such Common Stock, or
         dissolve or liquidate assets, or permit any other corporation or entity
         to consolidate or merge into it, except that any subsidiary of this
         Corporation may merge into another subsidiary or into this Corporation
         if this Corporation is the surviving entity of any such merger.

                           E. Each share of Series C Stock automatically shall
         be converted into Common Stock pursuant to the provisions below
         immediately prior to the closing of the first underwritten public
         offering pursuant to a Registration Statement on Form S-1 (or any
         successor form) by the Corporation of its Common Stock in which the
         aggregate gross proceeds to the Corporation are at least $5,000,000.
         The Corporation shall give notice to the holders of Series C Stock of
         such automatic conversion and may require the surrender of certificates
         representing Series C Stock before delivering certificates representing
         the Common Stock issued in such conversion. Upon conversion of the
         Series C Stock, any previously declared but unpaid dividends shall be
         paid to the holders thereof. The Corporation shall pay any transfer tax
         or fee applicable to conversion.

                           F. Each share of Series C Stock shall be convertible
         initially into an equal number of shares of Common Stock in accordance
         with the Conversion Ratio. The number of shares of Common Stock to
         which a holder of the Series C Stock shall be entitled upon conversion
         is subject to adjustment from time to time as follows:

                                    (i) In the event the Corporation shall (x)
         split or subdivide its outstanding capital stock by reclassification or
         otherwise, or (y) combine its outstanding capital stock into a smaller
         number of shares of Common Stock by reclassification or otherwise,
         then, in any such event, the Conversion Ratio specified in this
         paragraph 6F(i) as in effect immediately prior to such split,
         subdivision or combination shall be adjusted so that the holder of any
         shares of Series C Stock, upon subsequent conversion thereof, shall be
         entitled to receive the number of shares of Common Stock which such
         holder would have been entitled to receive immediately after the
         happening of such event if such holder's


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<PAGE>   11
         shares of Series C Stock had been converted into shares of Common Stock
         immediately prior to the happening of such event and such holder had
         thereafter, during the period from the date of such event to and
         including the conversion date, retained such securities receivable by
         such holder as aforesaid during such period, subject to all further
         adjustments called for hereunder during such period. Such adjustment
         shall be made, in the case of a split, subdivision or combination, as
         of the effective date thereof.

                                    (ii) If any capital reorganization or
         reclassification of the capital stock of the Corporation or
         consolidation, merger or sale of all or substantially all of the assets
         of the Corporation shall be effected in such a way that holders of
         Common Stock shall be entitled to receive stock, securities or assets
         with respect to or in exchange for shares of Common Stock, then, as a
         condition of such reorganization, reclassification, consolidation,
         merger or sale, lawful, adequate provision shall be made whereby the
         holders of the Series C Stock shall thereafter have the right to
         receive, upon the basis and upon the terms and conditions specified in
         such reorganization, reclassification, consolidation, sale or merger
         and in lieu of the shares of Common Stock of the Corporation
         immediately theretofore receivable upon the conversion of the Series C
         Stock, such shares of stock, securities or assets as may be issuable or
         payable with respect to or in exchange for a number of outstanding
         shares of Common Stock equal to the number of shares of Common Stock
         immediately theretofore receivable upon the conversion of the Series C
         Stock had such reorganization, reclassification, consolidation, merger
         or sale not taken place, and in any such case appropriate provision
         shall be made with respect to the rights and interests of the holders
         of the Series C Stock to the end that the provisions hereof (including
         without limitation provisions for adjustments of the Conversion Ratio
         for the Series C Stock and of the number of shares receivable upon the
         conversion of the Series C Stock) shall thereafter be applicable, as
         nearly as may be, in relation to any shares of stock, securities or
         assets thereafter receivable upon the conversion of the Series C Stock.
         The Corporation shall not effect any such consolidation, merger or
         sale, unless prior to the consummation thereof the surviving
         corporation (if other than this Corporation) resulting from such
         consolidation or the corporation purchasing such assets shall assume by
         written instrument executed and mailed to the registered holders of the
         Series C Stock at the last address of such holders appearing on the
         books of the Corporation, the obligation to deliver to such holders
         such shares of stock, securities or assets as, in accordance with the
         foregoing provisions, such holders may be entitled to receive.

                                    (iii) The adjustment provisions of this
         paragraph 6F may be waived or modified by the affirmative vote of the
         record holders (voting as a class) of at least fifty-one percent (51%)
         of the then outstanding shares of Series C Stock.


                                     - 11 -
<PAGE>   12
                           G. The Corporation will at all times reserve and keep
         available out of its authorized Common Stock, solely for the purpose of
         issuance upon conversion of the Series C Stock as herein provided, such
         number of shares of Common Stock as shall be issuable upon the
         conversion of all outstanding shares of Series C Stock.

                           H. Notices required or permitted to be given
         hereunder shall be by mail, first class, postage prepaid, addressed:

                                    (i) If to the Corporation, at its principal
executive offices; or

                                    (ii) If to the record holders of Series C
Stock, at the addresses of such holders as shown on the books of the
Corporation.

         EIGHTH: The personal liability of a director of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.

         NINTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.

         TENTH: From time to time, any of the provisions of this Amended and
Restated Certificate may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TENTH.

DATED:            April 27, 1998

                                      /s/ Susan M. Hermann
                                      ------------------------------------------
                                      Susan M. Hermann, Assistant Secretary


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