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           Exhibit 3.1 - Fourth Restated Certificate of Incorporation


                  FOURTH RESTATED CERTIFICATE OF INCORPORATION
                            OF SALESLOGIX CORPORATION
                             A DELAWARE CORPORATION

         SALESLOGIX CORPORATION a corporation organized and existing under the
laws of the state of Delaware, hereby certifies as follows:

         1. The name of the corporation is SalesLogix Corporation. The
corporation was originally incorporated under the name Quest Sales Software,
Inc. The date the corporation filed its original Certificate of Incorporation
with the Secretary of State was September 29, 1995.

         2. This Fourth Restated Certificate of Incorporation restates and
amends the provisions of the Third Restated Certificate of Incorporation of this
corporation as heretofore in effect, as amended, and was duly adopted by the
stockholders on June 3, 1998 in accordance with Sections 242 and 245 of the
General Corporation Law of the State of Delaware.

         3. The text of the Third Restated Certificate of Incorporation is
hereby amended and restated to read as herein set forth in full:

                                    ARTICLE I

         The name of this corporation is SalesLogix Corporation.

                                   ARTICLE II

         The address of the corporation's registered office is Corporation Trust
Center, 1209 Orange Street, Wilmington, Delaware, 19801, New Castle County. The
name of its registered agent at such address is The Corporation Trust Company.

                                   ARTICLE III

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

                                   ARTICLE IV

         A. Classes of Stock. This corporation is authorized to issue three
classes of stock to be designated, respectively, "Class A Common Stock," "Class
B Common Stock" and "Preferred Stock." The total number of shares which the
corporation is authorized to issue is Forty Five Million One Hundred Thousand
(45,100,000) shares. Twenty Six Million Five Hundred Eighty Thousand
(26,580,000) shall be Class A Common Stock, $.001 par value per share, Three
Million Four Hundred Twenty Thousand (3,420,000) shall be Class B Common Stock,
$.001 par value per share, and Fifteen Million One Hundred Thousand (15,100,000)
shares shall be 
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Preferred Stock, $.001 par value per share. The Class A Common Stock and Class B
Common Stock are hereinafter collectively referred to as "Common Stock." The
Preferred Stock authorized by this Restated Certificate of Incorporation shall
be issued in series as set forth herein. The first series of Preferred Stock
shall be designated "Series A Preferred Stock" and shall consist of Four Million
Six Hundred Fifty Thousand (4,650,000) shares. The second series of Preferred
Stock shall be designated "Series B Preferred Stock" and shall consist of Seven
Hundred Thousand (700,000) shares. The third series of Preferred Stock shall be
designated the "Series C Preferred Stock" and shall consist of Four Million One
Hundred Thousand (4,100,000) shares. The fourth series of Preferred Stock shall
be designated the "Series D Preferred Stock" and shall consist of One Million
Seven Hundred Thousand (1,700,000) shares. The fifth series of Preferred Stock
shall be designated the "Series E Preferred Stock" and shall consist of Three
Million Nine Hundred Fifty Thousand (3,950,000) shares.

         B. Class A Common Stock and Class B Common Stock. The Class A Common
Stock and the Class B Common Stock shall be identical in all respects, the sole
purpose for distinguishing between such classes being to permit determination of
the liquidation preference of the Series B Preferred Stock as set forth in
Section 2 of Division (C) of this Article IV. The Class A Common Stock and the
Class B Common Stock shall vote as a single class for all purposes. The common
stock of the corporation issued and outstanding immediately prior to the
effectiveness of the Restated Certificate of Incorporation filed on January 16,
1996 shall be deemed to be Class A Common Stock. At such time, if all, but not
less than all, of the authorized and outstanding Series B Preferred Stock has
been converted into Class B Common Stock then automatically and without further
action or notice (i) the Class B Common shall become Class A Common Stock which
shall thereafter be known as "Common Stock", (ii) the total authorized number of
shares of Common Stock shall be Thirty Million (30,000,000) shares, and (iii)
issuance of Class B Common Stock shall no longer be authorized.

         C. Rights, Preferences and Restrictions of Preferred Stock. The rights,
preferences, restrictions and other matters relating to the Preferred Stock are
as follows:

            1. Dividend Provisions.

                           a. The holders of shares of Series A, C, and E
Preferred Stock shall be entitled to receive dividends, out of any assets
legally available therefor, prior and in preference to any declaration or
payment of any dividend (payable other than in Common Stock or other securities
and rights convertible into or entitling the holder thereof to receive, directly
or indirectly, additional shares of Common Stock of this corporation) on the
Series B and Series D Preferred Stock and the Common Stock of this corporation,
at the rate of nine percent (9%) on the Original Issue Price (as defined below)
(subject to appropriate adjustments for stock splits, stock dividends,
combinations or other recapitalizations) per annum payable when, as and if
declared by the Board of Directors. Such dividends shall not be cumulative.
Should a dividend be paid to the holders of the Common Stock, the Series B and D
Preferred Stock shall be entitled to participate in such dividend on an
as-converted basis (i.e. assuming hypothetically the conversion of all Series B
and D Preferred Stock into Common Stock).




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                  2. Liquidation Preference.

                           a. In the event of any liquidation, dissolution or
winding up of this corporation, either voluntary or involuntary, the holders of
Series A, C and E Preferred Stock shall be entitled to receive, prior and in
preference to any distribution of any of the assets of this corporation to the
holders of Series B Preferred Stock, Series D Preferred Stock or Common Stock by
reason of their ownership thereof, an amount per share equal to the sum of (i)
the "Original Issue Price," as defined below, for each outstanding share of
Series A, C and E Preferred Stock, and (ii) an amount equal to a cumulative
annual return of 9% on the Original Issue Price for each outstanding share of
Series A, C and E Preferred Stock, calculated through the date of the
liquidation, dissolution or winding up of the corporation less the amount of any
dividend actually paid on such share of Series A, C or E Preferred Stock. If
upon the occurrence of such event, the assets and funds thus distributed among
the holders of the Series A, C and E Preferred Stock shall be insufficient to
permit the payment to such holders of the full aforesaid preferential amounts,
then, the entire assets and funds of the corporation legally available for
distribution shall be distributed ratably among the holders of the Series A, C
and E Preferred Stock in proportion to the preferential amount each such holder
is otherwise entitled to receive. The term "Original Issue Price," as it relates
to a series of Preferred Stock, shall mean $1.00 for each outstanding share of
Series A Preferred Stock, $1.00 for each outstanding share of Series B Preferred
Stock, $1.61 for each outstanding share of Series C Preferred Stock, $3.21 for
each outstanding share of Series D Preferred Stock, and $4.06 for each
outstanding share of Series E Preferred Stock, as applicable (subject to
appropriate adjustments for stock splits, stock dividends, combinations or other
recapitalizations).

                           b. Upon completion of the distribution required by
subparagraph (a) of this Section 2 to the holders of the Series A, C and E
Preferred Stock, the holders of the Series D Preferred Stock shall be entitled
to receive, prior and in preference to any distribution of any of the assets of
this corporation to the holders of Series B Preferred Stock or Common Stock by
reason of their ownership thereof, an amount per share equal to the Original
Issue Price for each outstanding share of Series D Preferred Stock. If upon the
occurrence of such event, the assets and funds available for distribution among
the holders of the Series D Preferred Stock shall be insufficient to permit the
payment to such holders of the full aforesaid preferential amounts, then, the
entire assets and funds of the corporation legally available for distribution to
the holders of the Series D Preferred Stock shall be distributed ratably among
the holders of the Series D Preferred Stock in proportion to the preferential
amount each such holder is otherwise entitled to receive.

                           c. Upon completion of the distribution required by
subparagraphs (a) and (b) of this Section 2, all remaining assets of this
corporation, if any, shall be distributed in accordance with this Section 2(c).
Accordingly, if any assets remain in the corporation, the holders of the Series
A, B, C, D and E Preferred Stock and the holders of the Common Stock shall be
entitled to receive an amount per share determined in accordance with
subparagraphs (c)(i) and (c)(ii) of this Section 2.

                                    i) The holders of the Series A, C and E
Preferred Stock shall be entitled to receive under this Section 2(c) the "Series
A/C/E Liquidation Price" (defined 


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below) for each outstanding share of Series A, C or E Preferred Stock (subject
to appropriate adjustments for stock splits, stock dividends, combinations or
other recapitalizations), as applicable. Amounts distributed under this Section
2(c) shall be in addition to amounts distributed under Section 2(a), and the
amounts to be distributed to the holders of Series A, C and E Preferred Stock
under this Section 2(c) shall not be offset by any amounts distributed under
Section 2(a). The "Series A/C/E Liquidation Price" shall be the quotient
resulting from dividing the "Series A/C/E Distribution Amount" (defined below)
by the number of outstanding shares of Series A, C and E Preferred Stock as of
the date of the liquidation, dissolution or winding up of the corporation. The
"Series A/C/E Distribution Amount" shall equal the product of: (A) the amount
available for distribution under this Section 2(c) prior to any distribution to
holders of Series B Preferred Stock or Common Stock under Section 2(c)(ii)
below, multiplied by (B) a fraction (the "Series A/C/E Fraction"), the numerator
of which is the number of shares of Common Stock that the holders of Series A, C
and E Preferred Stock as of the date of the liquidation, dissolution or winding
up would own assuming hypothetically that such holders had converted their
Series A, C and E Preferred Stock to Common Stock and the denominator of which
is the number of shares of Common Stock outstanding as of the date of the
liquidation, dissolution or winding up (assuming hypothetically the conversion
of all outstanding shares of Series A, B, C, D and E Preferred Stock).

                                    ii) For purposes of this Section 2(c)(ii),
the term "Available Junior Proceeds" shall mean the aggregate assets and funds
of the corporation available for distribution under this Section 2(c)(ii), after
taking into account any distributions required to be made to the holders of the
Series A, C and E Preferred Stock pursuant to Section 2(a) and Section 2(c)(i)
and the distributions required to be made to the Series D Preferred Stock
pursuant to Section 2(b), but before any distribution to the holders of the
Series B Preferred Stock or the holders of Common Stock and the term "Full
Preference Amount" shall mean the product of $1.00 (subject to appropriate
adjustments for stock splits, stock dividends, combinations or other
recapitalizations) multiplied times the total number of outstanding shares of
Series B Preferred Stock as of the date of the liquidation, dissolution or
winding up.

                                             (A) If Available Junior Proceeds
are equal to or less than the Full Preference Amount as of the date of the
liquidation, dissolution or winding up, the holders of the Series B Preferred
Stock shall be entitled to receive all of the Available Junior Proceeds under
this Section 2(c)(ii), and the holders of the Common Stock shall not be entitled
to receive any amounts whatsoever.

                                             (B) Subject to Section 2(c)(ii)(C)
below, if Available Junior Proceeds are greater than the Full Preference Amount,
then the holders of the Series B Preferred Stock shall be entitled to receive
pursuant to this Section 2(c) the "Series B Distribution Amount" (defined
below); the holders of the Class A Common Stock shall be entitled to receive, as
a class, the "Class A Distribution Amount" (defined below); and the holders of
the Class B Common Stock shall be entitled to receive, as a class, the "Class B
Distribution Amount" (defined below). The term "Class A Distribution Amount"
shall mean an amount equal to Available Junior Proceeds minus the Full
Preference Amount. The term "Class B Distribution Amount" shall mean the product
determined by multiplying the "Class A Distribution Amount" by a fraction, the
numerator of which is the total number of shares of Class 


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B Common Stock then outstanding and the denominator of which is the total number
of shares of Class A Common Stock then outstanding. The term "Series B
Distribution Amount" shall mean the Full Preference Amount minus the Class B
Distribution Amount. The Series B Distribution Amount, the Class A Distribution
Amount and the Class B Distribution Amount shall each be distributed to the
holders of the Series B Preferred Stock, the Class A Common Stock and the Class
B Common Stock respectively, pro rata to the holders in each respective group as
of the date of the liquidation, dissolution or winding up.

                                             (C) Notwithstanding Section
2(c)(ii)(B) above, if the sum of the amounts that the holders of the Series B
Preferred Stock and the Class B Common Stock as of the date of the liquidation,
dissolution or winding up, would receive if the Available Junior Proceeds were
distributed to the holders of the Series B Preferred Stock and the Common Stock
as of the date of the liquidation, dissolution or winding up, pro rata on an
as-converted basis (i.e., assuming hypothetically the conversion of all Series B
Preferred Stock into Common Stock), is greater than the Full Preference Amount,
then the holders of the Series B Preferred Stock shall not be entitled to
receive any preference in liquidation and the Available Junior Proceeds shall be
distributed to the holders of the Series B Preferred Stock and the Common Stock
as of the date of the liquidation, dissolution or winding up, pro rata on an
as-converted basis (i.e., assuming hypothetically the conversion of all Series B
Preferred Stock into Common Stock).

                           d. Unless waived by a majority of the holders of the
outstanding Series A, C and E Preferred Stock, voting together as a separate
class, and by the holders of sixty eight percent (68%) of the outstanding Series
E Preferred Stock, the consolidation or merger of the corporation into or with
any other entity or entities which results in the exchange of shares
representing 50% or more of the outstanding shares of voting capital stock of
the Corporation for securities or other consideration issued or paid or caused
to be issued or paid by any such entity or affiliate thereof, and the sale or
transfer by the corporation of all or substantially all of its assets, shall be
deemed to be a liquidation, dissolution or winding up within the meaning of this
Section 2.

                  3. Conversion. The holders of the Series A, B, C, D and E
Preferred Stock shall have conversion rights as follows (the "Conversion
Rights").

                           a. Right to Convert.

                                    i) Subject to subsection 3(c), each share of
Series A, B, C, D and E Preferred Stock Preferred Stock 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 this corporation or any transfer agent for the Series A,
B, C, D and E Preferred Stock into such number of fully paid and nonassessable
shares of Class A Common Stock or Class B Common Stock, as the case may be, as
is determined by dividing the applicable Original Issue Price and all declared
but unpaid dividends on such share by the respective Conversion Price at the
time in effect for such share. The initial Conversion Price per share for shares
of Series A, B, C, D and E Preferred Stock shall be the applicable Original
Issue Price; provided, however, that the Conversion Price shall be subject to
adjustment as set forth in subsection 3(c).



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                                    ii) Each share of Series A, B, C, D and E
Preferred Stock shall automatically be converted into shares of Common Stock as
set forth in subsection 3(a)(i), at the Conversion Price at the time in effect
for such Series A, B, C, D or E Preferred Stock as the case may be, immediately
upon the consummation of the corporation's sale of its Common Stock in a bona
fide, firm commitment underwriting pursuant to a registration statement under
the Securities Act of 1933, as amended (the "Securities Act"), the public
offering price of which was not less than $6.00 per share (subject to
appropriate adjustments for stock splits, stock dividends, combinations or other
recapitalizations) and $20,000,000 in the aggregate.

                           b. Mechanics of Conversion. Before any holder of
Series A, B, C, D or E Preferred Stock shall be entitled to convert the same
into shares of Common Stock as set forth in subsection 3(a)(i), he shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of this corporation or of any transfer agent for the Series A, B, C, D and E
Preferred and shall give written notice by mail, postage prepaid, to this
corporation at its principal corporate office, of the election to convert the
same and shall state therein the name or names in which the certificate or
certificates for shares of Common Stock are to be issued. This corporation
shall, as soon as practicable thereafter, issue and deliver at such office to
such holder of Series A, B, C, D or E Preferred Stock or to the nominee or
nominees of such holder, a certificate or certificates for the number of shares
of Class A Common Stock or Class B Common Stock as applicable, to which such
holder shall be entitled as aforesaid. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date of such
surrender of the shares of Series A, B, C, D or E Preferred Stock to be
converted, and the person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock as of such date. If the
conversion is in connection with an underwritten offer of securities registered
pursuant to the Securities Act, the conversion may, at the option of any holder
tendering Series A, B, C, D or E Preferred Stock for conversion, be conditioned
upon the closing with the underwriter of the sale of securities pursuant to such
offering, in which event the person(s) entitled to receive the Common Stock
issuable upon such conversion of the Series A, B, C, D or E Preferred Stock
shall not be deemed to have converted such Series A, B, C, D or E Preferred
until immediately prior to the closing of such sale of securities.

                           c. Conversion Price Adjustments of Preferred Stock.
For purposes of this Section (3)(c), the "Purchase Date" shall mean the date on
which any shares of a particular series of Preferred Stock were first purchased.
The Purchase Date for the Series A Preferred Stock is January 19, 1996; the
Purchase Date for the Series B Preferred Stock is January 15, 1996; the Purchase
Date for the Series C Preferred Stock is March 31, 1997; and the Purchase Date
for the Series D Preferred Stock is December 30, 1997. The Conversion Price of
the Series A, B, C, D and E Preferred, as applicable, shall be subject to
adjustment from time to time as follows:

                                    i) (A) Upon each issuance by the corporation
during the Initial Period (as defined below) of any Additional Stock (as defined
below), without consideration or for a consideration per share less than the
Conversion Price for the Series A, C or E Preferred Stock in effect immediately
prior to the issuance of such Additional Stock, then as 


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applicable, the Conversion Price for the Series A, C or E Preferred Stock in
effect immediately prior to each such issuance shall forthwith (except as
otherwise provided in this clause (i)) be adjusted to a price equal to the price
paid per share for such Additional Stock. The "Initial Period" for each such
Series shall mean that period beginning on the applicable Purchase Date for such
Series and ending on February 28, 1999.

                                             (B) Upon each issuance by the
corporation of any Additional Stock after the Initial Period, without
consideration or for a consideration per share less than the Conversion Price
for the Series A, C or E Preferred Stock, as applicable, in effect immediately
prior to the issuance of such Additional Stock the Conversion Price for the
Series A, C or E Preferred Stock in effect immediately prior to each such
issuance shall, if applicable, forthwith (except as otherwise provided in this
clause (i)) be adjusted to a price determined by multiplying such Conversion
Price by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such issuance (including, the
number of shares of Common Stock issuable upon the conversion of the Preferred
Stock and the number of shares of Common Stock outstanding) plus the number of
shares of Common Stock which the aggregate consideration received by the
corporation for such issuance would purchase at such Conversion Price; and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately prior to such issuance (including the number of shares of Common
Stock issuable upon the conversion of the Preferred Stock and the number of
shares of Common Stock outstanding) plus the number of shares of such Additional
Stock.

                                             (C) No adjustment of the Conversion
Price for the Series A, C and E Preferred Stock shall be made in an amount less
than one cent per share, provided that any adjustments which are not required to
be made by reason of this sentence shall be carried forward and shall be either
taken into account in any subsequent adjustment made prior to 3 years from the
date of the event giving rise to the adjustment being carried forward, or shall
be made at the end of 3 years from the date of the event giving rise to the
adjustment being carried forward. Except to the limited extent provided for in
subsections (F)(3) and (F)(4), no adjustment of such Conversion Price pursuant
to this subsection 3(c)(i) shall have the effect of increasing the Conversion
Price above the Conversion Price in effect immediately prior to such adjustment.

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

                                             (E) In the case of the issuance of
the Common Stock for a consideration in whole or in part other than cash, the
consideration other than cash shall be deemed to be the fair value thereof as
determined by the Board of Directors irrespective of any accounting treatment.

                                             (F) In the case of the issuance
(whether before, on or after the Purchase Date) of options to purchase or rights
to subscribe for Common Stock or securities by their terms convertible into or
exchangeable for Common Stock or options to 


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purchase or rights to subscribe for such convertible or exchangeable securities,
the following provisions shall apply for all purposes of this subsection 3(c)(i)
and subsection 3(c)(ii):

                                                      1. The aggregate maximum
                  number of shares of Common Stock deliverable upon exercise of
                  such options to purchase or rights to subscribe for Common
                  Stock shall be deemed to have been issued at the time such
                  options or rights were issued and for a consideration equal to
                  the consideration (determined in the manner provided in
                  subsections 3(c)(i)(D) and (c)(i)(E)), if any, received by the
                  corporation upon the issuance of such options or rights plus
                  the minimum exercise price provided in such options or rights
                  (without taking into account potential antidilution
                  adjustments) for the Common Stock covered thereby.

                                                      2. The aggregate maximum
                  number of shares of Common Stock deliverable upon conversion
                  of or in exchange for any such convertible or exchangeable
                  securities or upon the exercise of options to purchase or
                  rights to subscribe for such convertible or exchangeable
                  securities and subsequent conversion or exchange thereof shall
                  be deemed to have been issued at the time such securities were
                  issued or such options or rights were issued and for a
                  consideration equal to the consideration, if any, received by
                  the corporation for any such securities and related options or
                  rights (excluding any cash received on account of accrued
                  interest or accrued dividends), plus the minimum additional
                  consideration, if any, to be received by the corporation
                  (without taking into account potential antidilution
                  adjustments) upon the conversion or exchange of such
                  securities or the exercise of any related options or rights
                  (the consideration in each case to be determined in the manner
                  provided in subsections 3(c)(i)(D) and (C)(i)(E)).

                                                      3. In the event of any
                  change in the number of shares of Common Stock deliverable or
                  in the consideration payable to this corporation upon exercise
                  of such options or rights or upon conversion of or in exchange
                  for such convertible or exchangeable securities, including,
                  but not limited to, a change resulting from the antidilution
                  provisions thereof, the Conversion Price of the Series A, C
                  and E Preferred Stock to the extent in any way affected by or
                  computed using such options, rights or securities, shall be
                  recomputed to reflect such change, but no further adjustment
                  shall be made for the actual issuance of Common Stock or any
                  payment of such consideration upon the exercise of any such
                  options or rights or the conversion or exchange of such
                  securities.

                                                      4. Upon the expiration of
                  any such options or rights, the termination of any such rights
                  to convert or exchange or the expiration of any options or
                  rights related to such convertible or exchangeable securities,
                  the Conversion Price of the Series A, C and E Preferred Stock
                  to the extent in any way affected by or computed using such
                  options, rights or securities or options or rights related to
                  such securities, shall be recomputed to reflect the issuance
                  of only the number of shares of Common Stock (and convertible
                  or exchangeable 


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                  securities which remain in effect) actually issued upon the
                  exercise of such options or rights, upon the conversion or
                  exchange of such securities or upon the exercise of the
                  options or rights related to such securities.

                                                      5. The number of shares of
                  Common Stock deemed issued and the consideration deemed paid
                  therefor pursuant to subsections 3(c)(i)(F)(l) and (2) shall
                  be appropriately adjusted to reflect any change, termination
                  or expiration of the type described in either subsection
                  3(c)(i)(F)(3) or (4).

                                    ii) "Additional Stock" shall mean any shares
of Common Stock issued (or deemed to have been issued pursuant to subsection
3(c)(i)(F)) by this corporation before, on or after the Purchase Date other than

                                             (A) shares of Common Stock issued
                  pursuant to a transaction described in subsection 3 (c)(iii)
                  hereof,

                                             (B) shares of Common Stock issued
                  upon conversion of the Series A, B, C, D and E Preferred
                  Stock,

                                             (C) shares of Common Stock issuable
                  or issued to employees or consultants (including, without
                  limitation, distributors or resellers of the corporation,
                  which are sometimes referred to by the corporation as
                  "Business Partners") of this corporation directly or pursuant
                  to a stock option plan or agreement or restricted stock plan
                  or agreement approved by the Board of Directors of this
                  corporation at any time when the total number of shares of
                  Common Stock so issuable or issued (and not repurchased at
                  cost by the corporation in connection with the termination of
                  employment or service) does not exceed 3,641,845 (subject to
                  appropriate adjustments for stock splits, stock dividends,
                  combinations or other recapitalizations) since the effective
                  date of this Fourth Restated Certificate of Incorporation, or

                                             (D) shares of Common Stock issued
                  or issuable in connection with a bona fide lease financing
                  transaction approved by the Board of Directors of this
                  corporation.


                                    iii) In the event the corporation should at
any time or from time to time after the Purchase Date fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock
or the determination of holders of Common Stock entitled to receive a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of


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such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of the Series A, B, C, D and E Preferred Stock then in
effect shall be appropriately decreased so that the number of shares of Common
Stock issuable on conversion of each share of such series shall be increased in
proportion to such increase of the aggregate of shares of Common Stock
outstanding and those issuable with respect to such Common Stock Equivalents.

                                    iv) If the number of shares of Common Stock
outstanding at any time after the Purchase Date is decreased by a combination of
the outstanding shares of Common Stock then, following the record date of such
combination, the Conversion Price for the Series A, B, C, D and E Preferred then
in effect shall be appropriately increased so that the number of shares of
Common Stock issuable on conversion of each share of such series shall be
decreased in proportion to such decrease in outstanding shares.

                           d. Other Distributions. In the event this corporation
shall declare a distribution payable in securities of other persons, evidences
of indebtedness issued by this corporation or other persons, assets (excluding
cash dividends) or options or rights not referred to in subsection 3 (c)(iii),
then, in each such case for the purpose of this Subsection 3(d), the holders of
the Series A, B, C, D and E Preferred Stock shall be entitled to a proportionate
share of any such distribution as though they were the holders of the number of
shares of Common Stock of the corporation into which their shares of Series A,
B, C, D and E Preferred Stock are convertible as of the record date fixed for
the determination of the holders of Common Stock of the corporation entitled to
receive such distribution.

                           e. Recapitalizations. If at any time or from time to
time there shall be a recapitalization of the Common Stock (other than a
subdivision, combination or merger or sale of assets transaction provided for
elsewhere in this Section 3) provision shall be made so that the holders of
Series A, B, C, D and E Preferred Stock shall thereafter be entitled to receive
upon conversion of the Series A, B, C, D and E Preferred Stock the number of
shares of stock or other securities or property of the Company or otherwise, to
which a holder of Common Stock deliverable upon conversion would have been
entitled on such recapitalization. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Section 3 with
respect to the rights of the holders of Series A, B, C, D and E Preferred Stock
after the recapitalization to the end that the provisions of this Section 3
(including adjustment of the Conversion Price then in effect and the number of
shares purchasable upon conversion of the Series A, B, C, D and E Preferred
Stock) shall be applicable after that event as nearly equivalent as may be
practicable.

                           f. No Impairment. This corporation will not, by
amendment of its Certificate of Incorporation or through any reorganization,
recapitalization, 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 this corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 3 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, B, C, D and E Preferred Stock
against impairment.



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<PAGE>   11
                           g. No Fractional Shares and Certificate as to
Adjustments.

                                    i) No fractional shares shall be issued upon
conversion of the Series A, B, C, D and E Preferred Stock and the number of
shares of Common Stock to be issued shall be rounded up to the nearest whole
share. Whether or not fractional shares are issuable upon such conversion shall
be determined on the basis of the total number of shares of Series A, B, C, D
and E Preferred Stock the holder is at the time converting into Common Stock and
the number of shares of Common Stock issuable upon such aggregate conversion.

                                    ii) Upon the occurrence of each adjustment
or readjustment of the Conversion Price of Series A, B, C, D and E Preferred
Stock pursuant to this Section 3, this corporation, at its expense, shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof and prepare and furnish to each holder of Series A, B, C, D and E
Preferred Stock a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.
This corporation shall, upon the written request at any time of any holder of
Series A, B, C, D or E Preferred furnish or cause to be furnished to such holder
a like certificate setting forth (A) such adjustment and readjustment, (B) the
Conversion Price at the time in effect, and (C) 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 a share of Series A, B, C, D and E Preferred
Stock.

                           h. Notices of Record Date. In the event of any taking
by this corporation of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, this
corporation shall mail to each holder of Series A, B, C, D and E Preferred Stock
at least 20 days prior to the date specified therein, a notice specifying the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right.

                           i. Reservation of Stock Issuable Upon Conversion.
This 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, B, C, D and E 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 A,
B, C, D and E 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 A, B, C, D and E Preferred Stock in
addition to such other remedies as shall be available to the holder of such
Preferred Stock this 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
purposes.

                           j. Notices. Any notice required by the provisions of
this Section 3 to be given to the holders of shares of Series A, B, C, D and E
Preferred Stock shall be deemed 


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<PAGE>   12
given if deposited in the United States mail, postage prepaid, and addressed to
each holder of record at his address appearing on the books of this corporation.

                  4. Voting Rights.

                           a. General Voting Rights. The holder of each share
Series A, B, C and E Preferred Stock shall have the right to one vote for each
share of Common Stock into which such Series A, B, C and E Preferred Stock could
then be converted (with any fractional share determined on an aggregate
conversion basis being rounded to the nearest whole share), and with respect to
such vote, such holder shall have full voting rights and powers equal to the
voting rights and powers of the holders of Common Stock and shall be entitled,
notwithstanding any provision hereof, to notice of any stockholders' meeting in
accordance with the by-laws of this corporation, and shall be entitled to vote,
together as a single class with holders of Common Stock with respect to any
question upon which holders of Common Stock have the right to vote; except for
the election of directors. Prior to the conversion of the Series D Preferred
Stock to Common Stock and to the fullest extent permitted under the General
Corporation Law of the State of Delaware, the Series D Preferred Stock shall not
be entitled to vote on any issue presented to the stockholders of the
corporation, including issues for which the Series D Preferred Stock might
otherwise be entitled to a separate class vote, except only as set forth in
Subsection 6 below. The number of authorized shares of the Series D Preferred
Stock may be increased or decreased (but not below the number of shares thereof
then outstanding) and additional Preferred Stock with rights superior to the
Series D Preferred Stock (whether pursuant to an existing series or a new
series) may be authorized for issuance upon the affirmative vote of the holders
of a majority of the Preferred Stock and Common Stock then outstanding, voting
together on an as converted basis, notwithstanding the requirements contained in
Section 242(b)(2) of the General Corporation Law of the State of Delaware.

                           b. Election of Directors. Upon issuance of the Series
A, C and E Preferred Stock and for so long as shares of Series A, C and E
Preferred Stock are outstanding, the authorized number of directors of this
Corporation shall be seven (7), and notwithstanding Section 4(a) above, the
holders of Series A and C Preferred Stock voting together as a separate class,
shall be entitled to elect two (2) directors of the corporation; the holders of
Series E Preferred Stock, voting as a separate class, shall be entitled to elect
one (1) director of the corporation; the holders of Series B Preferred Stock and
Common Stock voting together on an as converted basis, shall be entitled to
elect two (2) directors of the corporation; and the holders of Series A and B
Preferred Stock and Common Stock voting together on an as converted basis, shall
be entitled to elect two (2) directors of the corporation. At any meeting held
for the purpose of electing directors, the presence in person or by proxy of the
holders of a majority of the Series A and C Preferred Stock then outstanding
shall constitute a quorum of the Series A and C Preferred Stock for the election
of directors to be elected solely by the holders of Series A and C Preferred
Stock. At any meeting held for the purpose of electing directors, the presence
in person or by proxy of the holders of a majority of the Series E Preferred
Stock then outstanding shall constitute a quorum of the Series E Preferred Stock
for the election of directors to be elected solely by the holders of Series E
Preferred Stock. At any meeting held for the purpose of electing directors, the
presence in person or by proxy of the holders of a majority of the Series B
Preferred Stock and Common Stock then outstanding, on an as converted basis,
shall constitute 


                                       12
<PAGE>   13
a quorum of the Series B Preferred Stock and Common Stock for the election of
directors to be elected solely by holders of Series B Preferred Stock and Common
Stock voting together on an as converted basis. At any meeting held for the
purpose of electing directors, the presence in person or by proxy of the holders
of a majority of the Series A and B Preferred Stock and Common Stock then
outstanding, on an as converted basis, shall constitute a quorum of the Series A
and B Preferred Stock and Common Stock for the election of directors to be
elected solely by the holders of the Series A and B Preferred Stock and Common
Stock voting together on an as converted basis. A vacancy in any directorship
elected by the holders of Series A and C Preferred Stock shall be filled only by
vote of the holders of Series A and C Preferred Stock; a vacancy in any
directorship elected by the holders of Series E Preferred Stock shall be filled
only by vote of the holders of Series E Preferred Stock; a vacancy in any
directorship elected by the holders of Series B Preferred Stock and Common Stock
shall be filled only by vote of the holders of Series B Preferred Stock and
Common Stock voting together as provided above; and a vacancy in any
directorship elected by the holders of Series A and B Preferred Stock and Common
Stock voting together shall be filled only by the vote of the holders of Series
A and B Preferred Stock and Common Stock voting together as provided above.
Except to the extent otherwise set forth herein, the number and election of
Directors shall be determined as set forth in the Bylaws of the corporation.

                  5. Series A, C and E Protective Provisions. The number of
authorized shares of the Series A, C and E Preferred Stock may be increased or
decreased by the affirmative vote of the holders of Sixty Six Percent (66%) of
the outstanding shares of the Series A, C and E Preferred Stock voting together
on an as converted basis, as set forth below, notwithstanding the requirements
contained in Section 242(b)(2) of the General Corporation Law of the State of
Delaware. So long as shares of Series A, C and E Preferred Stock are
outstanding, this corporation shall not without first obtaining the approval (by
vote or written consent, as provided by law) of the holders of Sixty Six Percent
(66%) of the then outstanding shares of Series A, C and E Preferred Stock,
voting together as a separate class:

                           a. increase the authorized number of shares of
Preferred Stock or Common Stock;

                           b. pay or declare any dividend for distribution on
any securities of the corporation;

                           c. amend the Certificate of Incorporation of the
corporation; or

                           d. acquire another company or enter into a
fundamentally new line of business.

                  6. Series D Protective Provision. So long as shares of Series
D Preferred Stock are outstanding, this corporation shall not without first
obtaining the approval (by vote or written consent, as provided by law) of the
holders of more than Fifty Percent (50%) of the then outstanding shares of
Series D Preferred Stock, voting together as a separate class, alter or change
the rights, preferences (other than the creation of additional classes or series
of stock with rights superior to the Series D Preferred Stock) or privileges of
the shares of Series D Preferred 


                                       13
<PAGE>   14
Stock so as to affect adversely the shares; provided, however, that the number
of authorized shares of the Series D Preferred Stock may be increased or
decreased (but not below the number of shares thereof then outstanding).

                  7. Series A Protective Provision. So long as shares of Series
A Preferred Stock are outstanding, this corporation shall not without first
obtaining the approval (by vote or written consent, as provided by law) of the
holders of more than Fifty Percent (50%) of the then outstanding shares of
Series A Preferred Stock, voting together as a separate class, (i) alter or
change the rights, preferences, or privileges of the shares of Series A
Preferred Stock so as to affect adversely the shares, (ii) increase the
authorized number of shares of Series A Preferred Stock, or (iii) create any new
class or series of stock or any other securities convertible into equity
securities of the corporation having a preference over, or being on a parity
with, the Series A Preferred Stock with respect to voting, dividends or upon
liquidation.

                  8. Series C Protective Provision. So long as shares of Series
C Preferred Stock are outstanding, this corporation shall not without first
obtaining the approval (by vote or written consent, as provided by law) of the
holders of more than Fifty Percent (50%) of the then outstanding shares of
Series C Preferred Stock, voting together as a separate class, (i) alter or
change the rights, preferences, or privileges of the shares of Series C
Preferred Stock so as to affect adversely the shares, (ii) increase the
authorized number of shares of Series C Preferred Stock, or (iii) create any new
class or series of stock or any other securities convertible into equity
securities of the corporation having a preference over, or being on a parity
with, the Series C Preferred Stock with respect to voting, dividends or upon
liquidation.

                  9. Series E Protective Provision. So long as shares of Series
E Preferred Stock are outstanding, this corporation shall not without first
obtaining the approval (by vote or written consent, as provided by law) of the
holders of more than Fifty Percent (50%) of the then outstanding shares of
Series E Preferred Stock, voting together as a separate class, (i) alter or
change the rights, preferences, or privileges of the shares of Series E
Preferred Stock so as to affect adversely the shares, (ii) increase the
authorized number of shares of Series E Preferred Stock, (iii) create any new
class or series of stock or any other securities convertible into equity
securities of the corporation having a preference over, or being on a parity
with, the Series E Preferred Stock with respect to voting, dividends or upon
liquidation, or (iv) for a period of twelve (12) months from the date that any
Series E Preferred Stock is first issued, sell, convey, or otherwise dispose of
or encumber all or substantially all of this corporation's property, technology
or business or merge into or consolidate with any other corporation (other than
a wholly owned subsidiary corporation) or effect any transaction or series of
related transactions in which more than 50% of the voting power of this
corporation is disposed of, or take any action to voluntarily dissolve or
liquidate the Company where aggregate proceeds per share to the holders of the
Series E Preferred Stock is less than $8.12 per share of Series E Preferred
Stock (subject to appropriate adjustment for stock splits, stock dividends,
combinations or other recapitalizations).

         D. Common Stock.

                  1. Dividend Rights. Subject to the prior rights of holders of
all classes of stock at the time outstanding having prior rights as to
dividends, the holders of the Common 


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<PAGE>   15
Stock shall be entitled to receive, when and as declared by the Board of
Directors, out of any assets of the corporation legally available therefor, such
dividends as may be declared from time to time by the Board of Directors.

                  2. Liquidation Rights. Upon the liquidation, dissolution or
winding up of the corporation, the assets of the corporation shall be
distributed as provided in Section 2 of Division (C) of this Article IV.

                  3. Redemption. The Common Stock is not redeemable.

                  4. Voting Rights. The holder of each share of Common Stock
shall have the right to one vote, and shall be entitled to notice of any
shareholders' meeting in accordance with the Bylaws of this corporation, and
shall be entitled to vote upon such matters and in such manner as may be
provided by law.

                                    ARTICLE V

         A. Exculpation. 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, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentionally misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived any
improper personal benefit. If the Delaware General Corporation Law is hereafter
amended to further reduce or to authorize, with the approval of the
corporation's stockholders, further reductions in the liability of the
corporation's directors for breach of fiduciary duty, then a director of the
corporation shall not be liable for any such breach to the fullest extent
permitted by the Delaware General Corporation Law as so amended.

         B. Indemnification. To the extent permitted by applicable law, this
corporation is also authorized to provide indemnification of (and advancement of
expenses to) such agents (and any other persons to which Delaware law permits
this corporation to provide indemnification) through bylaw provisions,
agreements with such agents or other persons, vote of stockholders or
disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the Delaware General
Corporation Law, subject only to limits created by applicable Delaware law
(statutory or non-statutory), with respect to actions for breach of duty to the
corporation, its stockholders, and others.

         C. Effect of Repeal or Modification. Any repeal or modification of any
of the foregoing provisions of this Article V shall not adversely affect any
right or protection of a director, officer, agent or other person existing at
the time of or increase the liability of any director of the corporation with
respect to any acts or omissions of such director occurring prior to, such
repeal or modification.

                                   ARTICLE VI



                                       15
<PAGE>   16
         The corporation shall have a perpetual existence.

                                   ARTICLE VII

         Except as otherwise provided in this Certificate of Incorporation, in
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors of this corporation is expressly authorized to make, alter, amend,
rescind or repeal the bylaws of the corporation.

                                  ARTICLE VIII

         Elections of directors need not be by written ballot except and to the
extent provided in the bylaws of the corporation.

                                   ARTICLE IX

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

                                    ARTICLE X

         The corporation shall not be subject to the provisions of Section 203
of the Delaware General Corporation Law.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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<PAGE>   17
            [SIGNATURE PAGE TO RESTATED CERTIFICATE OF INCORPORATION]



         IN WITNESS WHEREOF, the undersigned has signed this Restated
Certificate of Incorporation as of this 3rd day of June, 1998.



                               /s/ Gary Acord
                               -------------------------------------------------
                               Gary Acord, Chief Financial Officer and Secretary




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