EXHIBIT 10(u)

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                                  MERINTA INC.


     The undersigned, J. Gerald Combs, hereby certifies that:

     1. He is the duly elected and acting Chief Executive Officer of Merinta
Inc., a Delaware corporation.

     2. The Certificate of Incorporation of this corporation was originally
filed with the Secretary of State of Delaware on July 16, 1999.

     3. This Certificate of Incorporation has been duly adopted in accordance
with the provisions of Sections 242 and 245 of the General Corporation Law of
the State of Delaware by the Board of Directors of the Corporation.

     4. This Certificate of Incorporation was approved by written consent of the
stockholders pursuant to Section 228 of the General Corporation Law of the State
of Delaware.

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

                                    ARTICLE I

     "The name of this corporation is Merinta Inc. (the "CORPORATION").

                                   ARTICLE II

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

                                   ARTICLE III

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

                                   ARTICLE IV

     (A) CLASSES OF STOCK. The Corporation is authorized to issue two classes of
stock to be designated, respectively, "COMMON STOCK" and "PREFERRED STOCK." The
total number of shares which the Corporation is authorized to issue is
40,000,000 shares, each with a par value of $0.01 per share. 30,000,000 shares
shall be Common Stock and 10,000,000 shares shall be Preferred Stock.

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     (B) RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK. The Preferred
Stock authorized by this Amended and Restated Certificate of Incorporation may
be issued from time to time in one or more series. The first series of Preferred
Stock shall be designated "SERIES A PREFERRED STOCK" and shall consist of
1,733,102 shares. The rights, preferences, privileges, and restrictions granted
to and imposed on the Series A Preferred Stock are as set forth below in this
Article IV(B).

         1. DIVIDEND PROVISIONS. The holders of shares of Series A 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 the Corporation) on the Common
Stock of the Corporation, at the rate of $0.2376 per share (as adjusted for
stock splits, stock dividends, reclassification and the like) per annum on each
outstanding share of Series A Preferred Stock, payable quarterly when, as and if
declared by the Board of Directors. Such dividends shall not be cumulative.

         2. LIQUIDATION.

            (a) PREFERENCE. In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, the holders of
the Series A Preferred Stock shall be entitled to receive, prior and in
preference to any distribution of any of the assets of the Corporation to the
holders of Common Stock by reason of their ownership thereof, an amount per
share equal to $2.885 per share (as adjusted for stock splits, stock dividends,
reclassification and the like) for each share of Series A Preferred Stock then
held by them, plus declared but unpaid dividends. If, upon the occurrence of
such event, the assets and funds thus distributed among the holders of the
Series A Preferred Stock shall be insufficient to permit the payment to such
holders of the full aforesaid preferential amounts, the entire assets and funds
of the Corporation legally available for distribution shall be distributed
ratably among the holders of the Series A Preferred Stock in proportion to the
preferential amount each such holder is otherwise entitled to receive.

            (b) REMAINING ASSETS. Upon the completion of the distribution
required by Section 2(a) above, the remaining assets of the Corporation
available for distribution to stockholders shall be distributed (i) among the
holders of the Series A Preferred Stock and the Common Stock pro rata based on
the number of shares of Common Stock held by each (assuming conversion of all
such Series A Preferred Stock), or (ii) in the event the Corporation has
completed a "Subsequent Financing" and has not granted to any holder of its
stock that has preferential liquidation rights the right to participate in the
distribution of any of the remaining assets of the Corporation, among the
holders of the Common Stock pro rata. "Subsequent Financing" shall mean the sale
by the Corporation of its Common Stock or Preferred Stock (except any security
granted, issued and/or sold by the Corporation to any employee or consultant in
such capacity), after the financing relating to this Amended and Restated
Certificate of

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Incorporation, in one transaction or a series of related transactions, resulting
in proceeds to the Corporation (net of fees and expenses) of $5,000,000 or more
to investors reasonably satisfactory to the holders of a majority of the
outstanding Series A Preferred and on terms not inconsistent with financings
completed by companies in situations comparable to the Corporation's at the time
of such Subsequent Financing.

            (c) CERTAIN ACQUISITIONS.

                (i) DEEMED LIQUIDATION. For purposes of this Section 2, a
liquidation, dissolution or winding up of the Corporation shall be deemed to
occur if the Corporation shall sell, convey, or otherwise dispose of all or
substantially all of its property, assets or business or merge into or
consolidate with any other corporation (other than a wholly-owned subsidiary
corporation), or enter into a transaction or series of related transactions
which in any such case results in the stockholders of the Corporation owning
less than fifty (50%) percent of the voting securities of the surviving entity
or such entity's parent company; EXCEPT that this Section 2(c)(i) shall not
apply to a merger effected exclusively for the purpose of changing the domicile
of the Corporation.

                (ii) VALUATION OF CONSIDERATION. In the event of a deemed
liquidation as described in Section 2(c)(i) above, if the consideration received
by the Corporation is other than cash, its value will be deemed its fair market
value. The fair market value of any securities shall be as follows:

                     (A) Securities not subject to investment letter or other
similar restrictions on free marketability:

                         (1) If traded on a securities exchange or The Nasdaq
Stock Market, the value shall be deemed to be the average of the closing prices
of the securities on such exchange over the thirty-day period ending three (3)
days prior to the closing;

                         (2) If actively traded over-the-counter, the value
shall be deemed to be the average of the closing bid or sale prices (whichever
is applicable) over the thirty-day period ending three (3) days prior to the
closing; and

                         (3) If there is no active public market, the value
shall be the fair market value thereof, as mutually determined by the
Corporation and the holders of at least a majority of the voting power of all
then outstanding shares of Preferred Stock.

                     (B) The method of valuation of securities subject to
investment letter or other restrictions on free marketability (other than
restrictions arising solely by virtue of a stockholder's status as an affiliate
or former affiliate) shall be to make an appropriate discount from the market
value determined as above in Section 2(c)(ii)(A) to reflect the approximate fair
market value thereof, as mutually determined in good faith by the Board of
Directors of the Corporation and the holders of at least a majority of the
voting power of all then outstanding shares of Preferred Stock.

                (iii) NOTICE OF TRANSACTION. The Corporation shall give each
holder of record of Series A Preferred Stock written notice of such impending
transaction not later than fifteen (15) days prior to the stockholders' meeting
called to approve such transaction, or fifteen (15) days prior to the closing of

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such transaction, whichever is earlier, and shall also notify such holders in
writing of the final approval of such transaction. The first of such notices
shall describe the material terms and conditions of the impending transaction
and the provisions of this Section 2, and the Corporation shall thereafter give
such holders prompt notice of any material changes. The transaction shall in no
event take place sooner than fifteen (15) days after the Corporation has given
the first notice provided for herein or sooner than ten (10) days after the
Corporation has given notice of any material changes provided for herein;
provided, however, that such periods may be shortened upon the written consent
of the holders of Preferred Stock that are entitled to such notice rights or
similar notice rights and that represent at least a majority of the voting power
of all then outstanding shares of such Preferred Stock.

                (iv) In the event the requirements of Section 2(c)(i) are not
complied with, the Corporation shall forthwith either (A) cause such closing to
be postponed until such time as the requirements of this Section 2 have been
complied with or (B) cancel such transaction, in which event the rights,
preferences and privileges of the holders of Series A Preferred Stock shall
revert to and be the same as such rights, preferences and privileges existing
immediately prior to the date of the first notice referred to in Section
2(c)(iii) hereof.

         3. CONVERSION. The holders of the Series A Preferred Stock shall have
conversion rights as follows (the "CONVERSION RIGHTS"):

            (a) RIGHT TO CONVERT. Subject to Section 3(c), each share of Series
A 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 the
Corporation or any transfer agent for such stock, into such number of fully paid
and nonassessable shares of Common Stock as is determined by dividing $2.885 by
the Conversion Price applicable to such share, determined as hereafter provided,
in effect on the date the certificate is surrendered for conversion. The initial
Conversion Price per share of Series A Preferred Stock shall be $2.885. Such
initial Conversion Price shall be subject to adjustment as set forth in Section
3(d).

            (b) AUTOMATIC CONVERSION. Each share of Series A Preferred Stock
shall automatically be converted into shares of Common Stock at the Conversion
Price at the time in effect for such share immediately upon the earlier of (i)
except as provided below in Section 3(c), the Corporation's sale of its Common
Stock in a firm commitment underwritten public offering pursuant to a
registration statement under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), the public offering price of which is not less than $5.00 per
share (appropriately adjusted for any stock split, dividend, combination or
other recapitalization) and pursuant to which the aggregate purchase price paid
by the public is at least $10,000,000 (net of underwriting discounts and
commissions), or (ii) the date specified by written consent or agreement of the
holders of at least a majority of the then outstanding shares of Series A
Preferred Stock.

            (c) MECHANICS OF CONVERSION. Before any holder of Series A Preferred
Stock shall be entitled to convert the same into shares of Common Stock, he
shall surrender the certificate or certificates therefor, duly endorsed, at the
office of the Corporation or of any transfer agent for such series of Preferred
Stock, and shall give written notice to the Corporation at its principal
corporate office, of the election to convert the same and shall state therein
the name or

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names in which the certificate or certificates for shares of Common Stock are to
be issued. The Corporation shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of Series A Preferred Stock, or to the
nominee or nominees of such holder, a certificate or certificates for the number
of shares of Common Stock 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 such series of
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 offering
of securities registered pursuant to the Securities Act the conversion may, at
the option of any holder tendering such Preferred Stock for conversion, be
conditioned upon the closing with the underwriters of the sale of securities
pursuant to such offering, in which event the person(s) entitled to receive
Common Stock upon conversion of such Preferred Stock shall not be deemed to have
converted such Preferred Stock until immediately prior to the closing of such
sale of securities. Similarly, any holder tendering Preferred Stock for
conversion, may condition the conversion of such Preferred Stock on the
Corporation's closing of any other transaction.

            (d) CONVERSION PRICE ADJUSTMENTS OF PREFERRED STOCK FOR CERTAIN
DILUTIVE ISSUANCES, SPLITS AND COMBINATIONS. The Conversion Price of the Series
A Preferred Stock shall be subject to adjustment from time to time as follows:

                (i) ISSUANCE OF ADDITIONAL STOCK BELOW PURCHASE PRICE . If the
Corporation shall issue, after the date upon which any shares of Series A
Preferred Stock were first issued (the "PURCHASE DATE" with respect to such
series), any Additional Stock (as defined below) without consideration or for a
consideration per share less than the Conversion Price for such series in effect
immediately prior to the issuance of such Additional Stock, the Conversion Price
for such series in effect immediately prior to each such issuance shall
automatically be adjusted as set forth in this Section 3(d)(i), unless otherwise
provided in this Section 3(d)(i).

                     (A) ADJUSTMENT FORMULA. Whenever the Conversion Price is
adjusted pursuant to this Section 3(d)(i), the new Conversion Price shall be
determined by multiplying the Conversion Price then in effect by a fraction, (x)
the numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such issuance (the "OUTSTANDING COMMON") plus the number of
shares of Common Stock that the aggregate consideration received by the
Corporation for such issuance would purchase at such Conversion Price; and (y)
the denominator of which shall be the number of shares of Outstanding Common
plus the number of shares of such Additional Stock. For purposes of the
foregoing calculation, the term "Outstanding Common" shall include shares of
Common Stock deemed issued pursuant to Section 3(d)(i)(E) below.

                     (B) DEFINITION OF "ADDITIONAL STOCK". For purposes of this
Section 3(d)(i), "ADDITIONAL STOCK" shall mean any shares of Common Stock issued
(or deemed to have been issued pursuant to Section 3(d)(i)(E) by the Corporation
after the Purchase Date), other than:


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                         (1) Common Stock issued pursuant to a transaction
described in Section 3(d)(ii) hereof,

                         (2) Up to 2,000,000 shares of Common Stock issuable or
issued to employees, consultants or directors of the Corporation directly or
pursuant to a stock option plan or restricted stock plan approved by the Board
of Directors of the Corporation,

                         (3) Capital stock, or options or warrants to purchase
capital stock, issuable or issued in connection with commercial credit
arrangements, equipment financings or similar transactions, in each case on
terms approved by the Board of Directors of the Corporation and provided such
issuances are for other than equity financing purposes,

                         (4) Shares of Common Stock or Preferred Stock issuable
upon exercise of warrants outstanding as of the date of this Amended and
Restated Certificate of Incorporation,

                         (5) Capital stock or warrants or options to purchase
capital stock issued in connection with bona fide acquisitions, mergers or
similar transactions, the terms of which are approved by the Board of Directors
of the Corporation,

                         (6) Shares of Common Stock issued or issuable upon
conversion of the Series A Preferred Stock, and

                         (7) Shares of Common Stock issued or issuable in a
public offering prior to or in connection with which all outstanding shares of
Series A Preferred Stock will be converted to Common Stock.

                     (C) NO FRACTIONAL ADJUSTMENTS. No adjustment of the
Conversion Price for the Series A 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
three years from the date of the event giving rise to the adjustment being
carried forward, or shall be made at the end of three years from the date of the
event giving rise to the adjustment being carried forward.

                     (D) DETERMINATION OF CONSIDERATION. 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 the Corporation for
any underwriting or otherwise in connection with the issuance and sale thereof.
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.

                     (E) DEEMED ISSUANCES OF COMMON STOCK. In the case of the
issuance (whether before, on or after the applicable Purchase Date) of options

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to purchase or rights to subscribe for Common Stock, securities by their terms
convertible into or exchangeable for Common Stock or options to purchase or
rights to subscribe for such convertible or exchangeable securities, the
following provisions shall apply for all purposes of this Section 3(d)(i):


                         (1) The aggregate maximum number of shares of Common
Stock deliverable upon exercise (assuming the satisfaction of any conditions to
exercisability, including without limitation, the passage of time, but without
taking into account potential antidilution adjustments) 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 Section
3(d)(i)(D)), 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 (assuming the satisfaction
of any conditions to convertibility or exchangeability, including, without
limitation, the passage of time, but without taking into account potential
antidilution adjustments) 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 Section 3(d)(i)(D).

                         (3) In the event of any change in the number of shares
of Common Stock deliverable or in the consideration payable to the 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 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 Preferred Stock, to the extent in any way
affected by or computed using such options, rights or securities or options or

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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
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 Sections 3(d)(i)(E)(1)
and 3(d)(i)(E)(2) shall be appropriately adjusted to reflect any change,
termination or expiration of the type described in either Section 3(d)(i)(E)(3)
or 3(d)(i)(E)(4).

                     (F) NO INCREASED CONVERSION PRICE. Notwithstanding any
other provisions of this Section 3(d)(i), except to the limited extent provided
for in Sections 3(d)(i)(E)(3) and 3(d)(i)(E)(4), no adjustment of the Conversion
Price pursuant to this Section 3(d)(i) shall have the effect of increasing the
Conversion Price above the Conversion Price in effect immediately prior to such
adjustment.


                (ii) STOCK SPLITS AND DIVIDENDS. 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
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of the Series A Preferred Stock 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. No adjustment to the Conversion Price
will be made if a record date is fixed but the related dividend distribution,
split or subdivision is not completed.

                (iii) REVERSE STOCK SPLITS. 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 Preferred
Stock 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.

            (e) OTHER DISTRIBUTIONS. In the event the Corporation shall declare
a distribution payable in securities of other persons, evidences of indebtedness
issued by the Corporation or other persons, assets (excluding cash dividends) or
options or rights not referred to in Section 3(d)(ii), then, in each such case
for the purpose of this Section 3(e), the holders of Series A Preferred Stock

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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 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.

            (f) 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 or Section 2) provision shall be made so that the holders of the
Series A Preferred Stock shall thereafter be entitled to receive upon conversion
of such Preferred Stock the number of shares of stock or other securities or
property of the Corporation 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 such
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 such Preferred Stock) shall
be applicable after that event and be as nearly equivalent as practicable.

            (g) NO IMPAIRMENT. The 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 the
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 Preferred Stock against impairment.

            (h) NO FRACTIONAL SHARES AND CERTIFICATE AS TO ADJUSTMENTS.

                (i) No fractional shares shall be issued upon the conversion of
any share or shares of the Series A Preferred Stock, and the number of shares of
Common Stock to be issued shall be rounded to the nearest whole share. The
number of shares issuable upon such conversion shall be determined on the basis
of the total number of shares of Series A 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 Preferred Stock pursuant to this Section 3, the
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 such Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Series A Preferred Stock, furnish or cause to be furnished
to such holder a like certificate setting forth (A) such adjustment and
readjustment, (B) the Conversion Price for the Series A Preferred Stock at the
time in effect, and (C) the number of shares of Common Stock and the amount, if


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any, of other property which at the time would be received upon the conversion
of a share of the Series A Preferred Stock.

            (i) NOTICES OF RECORD DATE. In the event of any taking by the
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, the Corporation
shall mail to each holder of Series A Preferred Stock, at least fifteen (15)
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.

            (j) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Series A Preferred 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 such series of 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 such series of
Preferred Stock, in addition to such other remedies as shall be available to the
holder of such Preferred Stock, the Corporation will take such corporate action
as may, in the opinion of its counsel, be necessary to increase its authorized
but unissued shares of Common Stock to such number of shares as shall be
sufficient for such purposes, including, without limitation, engaging in best
efforts to obtain the requisite stockholder approval of any necessary amendment
to this Certificate of Incorporation.

            (k) NOTICES. Any notice required by the provisions of this Section 3
to be given to the holders of shares of Series A Preferred Stock shall be deemed
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 the Corporation.

         4. VOTING RIGHTS. The holder of each share of Preferred Stock shall
have the right to one vote for each share of Common Stock into which such
Preferred Stock could then be converted, and with respect to such vote, such
holder shall have full voting rights and powers equal to the voting rights and
powers of the holders of Common Stock, and shall be entitled, notwithstanding
any provision hereof, to notice of any stockholders' meeting in accordance with
the bylaws of the Corporation, and shall be entitled to vote, together with
holders of Common Stock, with respect to any question upon which holders of
Common Stock have the right to vote. Fractional votes shall not be permitted and
any fractional voting rights available on an as-converted basis (after
aggregating all shares into which shares of Series A Preferred Stock held by
each holder could be converted) shall be rounded to the nearest whole number
(with one-half being rounded upward).

         5. PROTECTIVE PROVISIONS. So long as any shares of Preferred Stock are
outstanding, the Corporation shall not without first obtaining the approval (by
vote or written consent, as provided by law) of the holders of at least a
majority of the then outstanding shares of Preferred Stock, voting together as a
class:

            (a) alter or change the rights, preferences or privileges of the
shares of Series A Preferred Stock so as to effect adversely the shares of such
series;

            (b) authorize or issue or obligate itself to issue, any other equity
security, or any other security convertible into or exercisable for any equity
security, having any right, preference or priority superior to or pari passu
with the Series A Preferred Stock;

            (c) pay or declare a dividend on any shares of Common Stock;

            (d) effect (i) a merger or consolidation or other transaction or a
series of related transactions in which the stockholders of the Corporation own
less than fifty (50%) percent of the voting securities of the surviving entity
or such entity's parent company, (ii) an acquisition, or (iii) the sale,
conveyance or other disposition of all or substantially all of the assets or
business of the Corporation;

            (e) increase or decrease the authorized number of shares of Common
Stock or Preferred Stock (including Series A Preferred Stock);

            (f) liquidate or dissolve the Corporation or voluntarily declare
bankruptcy or insolvency;

            (g) encumber, mortgage, incur any lien or grant any security
interest on any of its assets or properties (whether tangible or intangible)
other than by operation of liens for taxes arising after the date hereof or by
operation of mechanics or workmen's liens or other comparable liens imposed by
law arising in the ordinary course of business;

            (h) incur, guarantee or assume any indebtedness for borrowed money;

            (i) redeem, repurchase or otherwise acquire any shares of Common
Stock or Preferred Stock, except pursuant to a right of first refusal to
purchase shares proposed to be transferred by a stockholder of the Corporation;
or

            (j) enter into, amend, modify or terminate any contract or agreement
with any affiliate of the Corporation (including, but not limited to, Boundless
Corporation, Boundless Technologies, Inc. and Boundless Manufacturing Services,
Inc.).

     Upon the earlier to occur of (i) a Subsequent Financing, or (ii) the
completion of three (3) consecutive months in which the Corporation's revenues
from operations exceed expenses (as determined in accordance with Generally
Accepted Accounting Principals), the Corporation will no longer require any
approval hereunder of the Series A Preferred Stock prior to taking the actions
described in the immediately preceding subsections (d), (e), (g), (h) and (j).

         6. STATUS OF CONVERTED STOCK. In the event any shares of Preferred
Stock shall be converted pursuant to Section 3 hereof, the shares so converted
shall be canceled and shall not be issuable by the Corporation. The Certificate
of Incorporation of the Corporation shall be appropriately amended to effect the
corresponding reduction in the Corporation's authorized capital stock.


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<PAGE>

            (C) 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 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 Article IV(B).

                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 stockholders'
meeting in accordance with the bylaws of the Corporation, and shall be entitled
to vote upon such matters and in such manner as may be provided by law.

                                    ARTICLE V

     The Board of Directors of the Corporation is expressly authorized to make,
alter or repeal Bylaws of the Corporation.

                                   ARTICLE VI

     The personal liability of all of the directors of the Corporation is hereby
eliminated to the fullest extent allowed as provided by the Delaware General
Corporation Law, as the same may be supplemented and amended.

     The Corporation shall, to the fullest extent legally permissible under the
provisions of the Delaware General Corporation Law, as the same may be amended
and supplemented, indemnify and hold harmless any and all persons whom it shall
have power to indemnify under said provisions from and against any and all
liabilities (including expenses) imposed upon or reasonably incurred by him in
connection with any action, suit or other proceeding in which he may be involved
or with which he may be threatened, or other matters referred to in or covered
by said provisions 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 or officer of the Corporation. Such
indemnification provided shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any Bylaw, Agreement or Resolution
adopted by the shareholders entitled to vote thereon after notice."

                                      * * *


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<PAGE>



     The foregoing Amended and Restated Certificate of Incorporation has been
duly adopted by this corporation's Board of Directors and stockholders in
accordance with the applicable provisions of Sections 228, 242 and 245 of the
General Corporation Law of the State of Delaware.

     Executed at New York, New York, on November 6, 2000.



                                          /s/ J G COMBS
                                          ------------------------------------
                                          J. Gerald Combs,
                                          Chief Executive Officer



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