<PAGE>


                                                                    EXHIIBIT 4.1


                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               PEPSIAMERICAS, INC.

         PepsiAmericas, Inc., a Delaware corporation initially incorporated
on May 20, 1963 as Pepsi-Cola (Pakistan), Inc., has duly adopted by action of
its board of directors the following restated certificate of incorporation in
accordance with Section 245 of the General Corporation Law of the State of
Delaware. This restated certificate only restates and integrates and does not
further amend the provisions of the corporation's certificate of
incorporation as theretofore amended or supplemented and there is no
discrepancy between those provisions and the provisions of this restated
certificate.

         FIRST:  The name of the corporation (the "Corporation") is

                               PepsiAmericas, Inc.

         SECOND: The registered office of the Corporation within the State of
Delaware is The Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle, State of Delaware. The registered agent of
the Corporation within the State of Delaware is The Corporation Trust
Company, the business office of which is identical with the registered office
of the Corporation. Zip code 19801.

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

         FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 362,500,000, of which
350,000,000 shares, par value $0.01 per share, shall be "Common Stock" and
12,500,000 shares, par value $0.01 per share, shall be "Preferred Stock".

A.  Preferred Stock

         Shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby authorized to fix by resolution
or resolutions adopted in accordance with the by-laws of the Corporation the
voting rights, if any, designations, powers, preferences and the relative,
participation, optional or other rights, if any, and the qualifications,
limitations or restrictions thereof, of any unissued series of Preferred
Stock; and to fix by such resolution or resolutions the number of shares
constituting such series, and to increase or decrease the number of shares of
any such series (but not below the number of shares thereof then outstanding).

B.  Series A Junior Participating Preferred Stock


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<PAGE>

         The terms of the Corporation's Series A Junior Participating
Preferred Stock are incorporated from the Certificate of Designation pursuant
to which it was created, as supplemented by a Certificate of Increase, into
this Certificate of Incorporation as follows:

         RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of its
Certificate of Incorporation, the Board of Directors hereby creates a series
of Preferred Stock, par value $0.01 per share, of the Corporation and hereby
states the designation and number of shares, and fixes the relative rights,
preferences and limitations thereof as follows:

         (1) DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock"), and the number of shares constituting the Series A
Preferred Stock shall be 3,500,000. Subject to Section A of Article FOURTH of
the Certificate of Incorporation of the Corporation, such number of shares
may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series A
Preferred Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Series A
Preferred Stock.

         (2) DIVIDENDS AND DISTRIBUTIONS. Subject to the rights of the
holders of any shares of any series of Preferred Stock (or any similar stock)
ranking prior and superior to the Series A Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred Stock, in preference
to the holders of Common Stock, par value $0.01 per share (the "Common
Stock"), of the Corporation and of any other junior stock, shall be entitled
to receive, when and as declared by the Board of Directors out of funds
legally available for the purpose, cumulative dividends payable in cash
quarterly on the first days of January, April, July and October in each year
(each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series A Preferred Stock,
in an amount per share (rounded to the nearest cent) equal to the greater of
(a) $1 or (b) subject to the provision for adjustment hereinafter set forth,
100 times the aggregate per share amount of all cash dividends and 100 times
the aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions, other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share
or fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case
the amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in the immediately preceding paragraph
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); PROVIDED, THAT, in
the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share
on the Series A


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<PAGE>

Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

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

         (3) VOTING RIGHTS. The holders of shares of Series A Preferred
Stock shall have the following voting rights:

                  (a) Subject to the provision for adjustment hereinafter set
                  forth, each share of Series A Preferred Stock shall entitle
                  the holder thereof to 100 votes on all matters submitted to a
                  vote of the stockholders of the Corporation. In the event the
                  Corporation shall at any time declare or pay any dividend on
                  the Common Stock payable in shares of Common Stock, or effect
                  a subdivision or combination or consolidation of the
                  outstanding shares of Common Stock (by reclassification or
                  otherwise than by payment of a dividend in shares of Common
                  Stock) into a greater or lesser number of shares of Common
                  Stock, then in each such case the number of votes per share to
                  which holders of shares of Series A Preferred Stock were
                  entitled immediately prior to such event shall be adjusted by
                  multiplying such number by a fraction, the numerator of which
                  is the number of shares of Common Stock outstanding
                  immediately after such event and the denominator of which is
                  the number of shares of Common Stock that were outstanding
                  immediately prior to such event.

                  (b) Except as otherwise provided herein, in any Certificate of
                  Designations creating a series of Preferred Stock or any
                  similar stock, or by law or by the resolution or resolutions
                  providing for the issue of any series of Preferred Stock, the
                  holders of shares of Series A Preferred Stock and the holders
                  of shares of Common Stock and any other capital stock of the
                  Corporation having general voting rights shall vote together
                  as one class on all matters submitted to a vote of
                  stockholders of the Corporation.

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


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<PAGE>

         (4) CERTAIN RESTRICTIONS. Whenever quarterly dividends or other
dividends or distributions payable on the Series A Preferred Stock as provided
above are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

                  (a) declare or pay dividends, or make any other distributions,
                  on any shares of stock ranking junior (either as to dividends
                  or upon liquidation, dissolution or winding up) to the Series
                  A Preferred Stock;

                  (b) declare or pay dividends, or make any other distributions,
                  on any shares of stock ranking on a parity (either as to
                  dividends or upon liquidation, dissolution or winding up) with
                  the Series A Preferred Stock, except dividends paid ratably on
                  the Series A Preferred Stock and all such parity stock on
                  which dividends are payable or in arrears in proportion to the
                  total amounts to which the holders of all such shares are then
                  entitled;

                  (c) redeem or purchase or otherwise acquire for consideration
                  shares of any stock ranking junior (either as to dividends or
                  upon liquidation, dissolution or winding up) to the Series A
                  Preferred Stock, PROVIDED, THAT, the Corporation may at any
                  time redeem, purchase or otherwise acquire shares of any such
                  junior stock in exchange for shares of any stock of the
                  Corporation ranking junior (either as to dividends or upon
                  dissolution, liquidation or winding up) to the Series A
                  Preferred Stock; or

                  (d) redeem or purchase or otherwise acquire for consideration
                  any shares of Series A Preferred Stock, or any shares of stock
                  ranking on a parity with the Series A Preferred Stock, except
                  in accordance with a purchase offer made in writing or by
                  publication (as determined by the Board of Directors) to all
                  holders of such shares upon such terms as the Board of
                  Directors, after consideration of the respective annual
                  dividend rates and other relative rights and preferences of
                  the respective series and classes, shall determine in good
                  faith will result in fair and equitable treatment among the
                  respective series or classes.

         The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under the immediately preceding
paragraph, purchase or otherwise acquire such shares at such time and in such
manner.

         (5) REACQUIRED SHARES. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All
such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock subject to the conditions and restrictions on issuance set
forth herein or in any Certificate of Designation creating a series of
Preferred Stock or any similar stock or as otherwise required by law.

         (6) LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made
(a) to the holders of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to


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<PAGE>

the Series A Preferred Stock unless, prior thereto, the holders of shares of
Series A Preferred Stock shall have received $100 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon, whether or
not declared, to the date of such payment, PROVIDED, THAT the holders of
shares of Series A Preferred Stock shall be entitled to receive an aggregate
amount per share, subject to the provision for adjustment hereinafter set
forth, equal to 100 times the aggregate amount to be distributed per share to
holders of shares of Common Stock, or (b) to the holders of shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution
or winding up) with the Series A Preferred Stock, except distributions made
ratably on the Series A Preferred Stock and all such parity stock in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case
the aggregate amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under the proviso in clause (a)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

         (7) CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         (8) REDEMPTION. The shares of Series A Preferred Stock shall not be
redeemable.

         (9) RANK. The Series A Preferred Stock shall rank, with respect to
the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock.

C.  Common Stock

         (1) Except as otherwise provided by law or by the resolution or
resolutions adopted by the Board in accordance with the by-laws of the
Corporation designating the rights, powers and preferences of any series of
Preferred Stock and subject to the provisions of the by-laws of the
Corporation as from time to time amended, with respect to the fixing of a
record date for the determination of stockholders entitled to vote, the
holders of outstanding shares of Common Stock shall exclusively possess
voting power for the election of directors and for all other purposes, each
holder of record of shares of Common Stock being entitled to one vote for
each share of Common Stock standing in his name on the books of the
Corporation.


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         (2) Subject to any rights or preferences of holders of Preferred
Stock, the holders of Common Stock shall be entitled to receive such
dividends as from time to time may be declared on the Common Stock by the
Board of Directors.

         (3) In the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, subject to any rights or
preferences of holders of Preferred Stock, the holders of Common Stock shall
be entitled to share, ratably according to the number of shares of Common
Stock held by them, in all assets of the Corporation available for
distribution to its stockholders.

D.  Provisions Relating to All Classes of Stock

         (1) No holder of shares of Common Stock or Preferred Stock of the
Corporation shall be entitled as of right to pre-emptive or prior right to
subscribe for, purchase, or receive any part of any new or additional issue
of stock of any class, whether now or hereafter authorized, or of any bonds,
debentures, or other securities, convertible or exchangeable into stock of
any class, and all such new or additional shares of stock, bonds, debentures
or other securities, convertible or exchangeable into stock, or stock that
has been purchased by the Corporation or its nominee or nominees, may be
issued and disposed of by the Board of Directors to such persons, firms or
corporations and on such terms and for such consideration permitted by law as
the Board of Directors, in their absolute discretion, may deem advisable.

         (2) Neither the merger or consolidation of the Corporation into or
with another corporation nor the merger or consolidation of any other
corporation into or with the Corporation, nor the sale, transfer or lease of
all or substantially all the assets of the Corporation, shall be deemed to be
a liquidation, dissolution or winding up of the Corporation.

         (3) All stockholder action shall be taken at an annual or special
meeting, and no stockholder action may be taken without a meeting.

         FIFTH: The minimum amount of capital with which the Corporation will
commence business is One Thousand Dollars ($1,000.00).

         SIXTH:  The Corporation is to have perpetual existence.

         SEVENTH: The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.

         EIGHTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:

                  (1) To make, alter or repeal the by-laws of the Corporation.

                  (2) To authorize and cause to be executed mortgages and liens
                  upon the real and personal property of the Corporation.

                  (3) To set apart out of any of the funds of the Corporation
                  available for dividends a reserve or reserves for any proper
                  purpose and to abolish any such reserve in the manner in which
                  it was created.

                  (4) By resolution passed by the Board of Directors in
                  accordance with the by-laws of the Corporation, to designate
                  one or more committees, each committee to consist of two or
                  more of the directors of the Corporation, which, to the extent
                  provided in


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<PAGE>


                  the resolution or in the by-laws of the Corporation, shall
                  have and may exercise the powers of the Board of Directors
                  in the management of the business and affairs of the
                  Corporation, and may authorize the seal of the Corporation
                  to be affixed to all papers which may require it. Such
                  committee or committees shall have such name or names as
                  may be stated in the by-laws of the Corporation or as may be
                  determined from time to time by resolution adopted by the
                  Board of Directors.

                  (5) When and as authorized by the affirmative vote of the
                  holders of a majority of the stock issued and outstanding
                  having voting power given at a stockholders' meeting duly
                  called for that purpose, or when authorized by the written
                  consent of the holders of a majority of the voting stock
                  issued and outstanding, to sell, lease or exchange all of the
                  property and assets of the Corporation, including its good
                  will and its corporate franchise, upon such terms and
                  conditions and for such consideration, which may be in whole
                  or in part shares of stock in, and/or other securities of, any
                  other corporation or corporations, as its Board of Directors
                  shall deem expedient and for the best interests of the
                  Corporation.

         NINTH: No director shall be personally liable to the Corporation or
any stockholder for monetary damages for breach of fiduciary duty by such
director as a director, except for any matter in respect of which such
director shall be liable under Section 174 of the Delaware General
Corporation Law or shall be liable by reason that, in addition to any and all
other requirements for such liability, he (1) shall have breached his duty of
loyalty to the Corporation or its stockholders, (2) in acting or in failing
to act, shall not have acted in good faith or shall have acted in a manner
involving intentional misconduct or a knowing violation of law or (3) shall
have derived an improper personal benefit from the transaction in respect of
which such breach of fiduciary duty occurred. Neither the amendment nor
repeal of this Article NINTH shall eliminate or reduce the effect of this
Article NINTH in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article NINTH would accrue or arise, prior
to such amendment or repeal. If the Delaware General Corporation Law is
amended after approval by the stockholders of this Article NINTH to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended from time to time.

         TENTH: (1) In anticipation that PepsiCo, Inc. is currently, and will
remain, a substantial stockholder of the Corporation, and in anticipation
that the Corporation and PepsiCo, Inc. may engage in the same or similar
activities or lines of business and have an interest in the same areas of
business opportunities, and in recognition of the benefits to be derived by
the Corporation through its continued contractual, corporate and business
relations with PepsiCo, Inc. (including service of employees, officers and
directors of PepsiCo, Inc. as officers and directors of the Corporation), the
provisions of this Article TENTH are set forth to regulate and define the
conduct of certain affairs of the Corporation as they may involve PepsiCo,
Inc. and its employees, officers and directors, and the powers, rights,
duties and liabilities of the Corporation and its officers, directors and
stockholders in connection therewith.

         (2) PepsiCo, Inc. shall have the right to engage (and shall have no
duty to refrain from engaging) in the same or similar activities or lines of
business as the Corporation, and the Corporation shall not be deemed to have
an interest or expectancy in any business opportunity, transaction, or other
matter (each a "Business Opportunity") in which PepsiCo,


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Inc. engages or seeks to engage merely because the Corporation engages in the
same or similar activities or lines of business as that involved in or
implicated by such Business Opportunity. Neither PepsiCo, Inc. nor any
employee, officer or director thereof (except as provided in paragraph 3
below) shall be liable to the Corporation or its stockholders for breach of
any fiduciary duty by reason of any such activities of PepsiCo, Inc. or of
such person's participation therein. In the event that PepsiCo, Inc. acquires
knowledge of a potential Business Opportunity which may be deemed to
constitute a corporate opportunity for both PepsiCo, Inc. and the
Corporation, PepsiCo, Inc. shall have no duty to communicate or offer such
Business Opportunity to the Corporation and shall not be liable to the
Corporation or its stockholders for breach of any fiduciary duty as a
stockholder of the Corporation by reason of the fact that PepsiCo, Inc.
pursues or acquires such Business Opportunity for itself, directs such
Business Opportunity to another person, or does not communicate information
regarding such Business Opportunity to the Corporation.

         (3) In the event that a director or officer of the Corporation who
is also a director, officer or employee of PepsiCo, Inc. acquires knowledge
of a potential Business Opportunity which may be deemed to be a corporate
opportunity for both the Corporation and PepsiCo, Inc., such director or
officer of the Corporation shall have fully satisfied and fulfilled the
fiduciary duty of such director or officer to the Corporation and its
stockholders with respect to such Business Opportunity and, to the extent
permitted by applicable law, shall not be liable to the Corporation or its
stockholders for breach of any fiduciary duty by reason of the fact that
PepsiCo, Inc. pursues or acquires such Business Opportunity for itself or
directs such Business Opportunity to another person or does not communicate
information regarding such Business Opportunity to the Corporation, if such
director or officer acts in a manner consistent with the following policy:

                  A Business Opportunity offered to any person who is an officer
                  of the Corporation, and who is also a director or an officer
                  or an employee of PepsiCo, Inc., shall belong to the
                  Corporation; and a Business Opportunity offered to any person
                  who is a director but not an officer of the Corporation, and
                  who is also a director or officer of PepsiCo, Inc., shall
                  belong to the Corporation if such Business Opportunity is
                  expressly offered to such person solely in his or her capacity
                  as a director of Corporation, and otherwise shall belong to
                  PepsiCo, Inc.

         (4) Any person purchasing or otherwise acquiring any interest in
share of the capital stock of the Corporation shall be deemed to have
consented to the provisions of this Article TENTH.

         (5) For purposes of this Article TENTH:

                  (a) A director of the Corporation who is Chairman of the Board
                  of Directors of the Corporation or of a committee thereof
                  shall not be deemed to be an officer of the Corporation by
                  reason of holding such position (without regard to whether
                  such position is deemed an office of the Corporation under the
                  by-laws of the Corporation), unless such person is a full-time
                  employee of the Corporation; and

                  (b) PepsiCo, Inc. shall include all subsidiary corporations
                  and other entities in which PepsiCo, Inc. owns (directly or
                  indirectly) more that 50% of the outstanding voting capital
                  stock or voting power.



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<PAGE>

         (6) Any proposed amendment to this Article TENTH shall require the
approval of two-thirds of the whole Board of Directors.

         ELEVENTH: Meetings of stockholders may be held outside the State of
Delaware, if the by-laws of the Corporation so provide. The books of the
Corporation may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be designated
from time to time by the Board of Directors or in the by-laws of the
Corporation. Elections of directors need not be by ballot unless the by-laws
of the Corporation shall so provide.

         TWELFTH: The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation; PROVIDED,
THAT, this Certificate of Incorporation shall not be amended in any manner
which would materially alter or change the powers, preferences or special
rights of the Series A Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of at least two-thirds of the outstanding
shares of Series A Preferred Stock, voting together as a single class.

         THIRTEENTH: The Corporation hereby expressly elects not to be
governed by Section 203(a) of the Delaware General Corporation Law relating
to business combinations with interested shareholders.




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