Exhibit 3.6


               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                      OF DIGITAL BROADBAND NETWORKS, INC.

Digital Broadband Networks, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),

     DOES HEREBY CERTIFY:

     FIRST: That the present name of the Corporation is Digital Broadband
Networks, Inc. which is the name the Corporation was originally incorporated
under and the original certificate of incorporation was filed with the Secretary
of State of Delaware on March 16, 2000.

     SECOND: That by unanimous action of the board of directors of the
Corporation (the "Board of Directors") effective as of April 4, 2002,
resolutions were duly adopting setting forth a proposed amendment and
restatement of the certificate of incorporation of said Corporation (the
"Restated Certificate of Incorporation") and recommending that such Restated
Certificate of Incorporation be approved by the sole stockholder.

     THIRD: That thereafter, by written consent in lieu of a special meeting of
the sole stockholder of the Corporation pursuant to Section 228(a) of the
General Corporation Law of the State of Delaware (the "DGCL"), stockholders of
the Corporation having not less than the minimum number of votes that would be
necessary to authorize such action at a meeting at which all shares entitled to
vote thereon were present and adopted a resolution approving the Restated
Certificate of Incorporation.

     FOURTH: That this Restated Certificate of Incorporation restates and amends
the Certificate of Incorporation, and has been duly adopted in accordance with
Sections 242 and 245 of the DGCL.

     FIFTH: That the text of the Restated Certificate of Incorporation is hereby
restated and amended to read in its entirety as follows:

                                    ARTICLE I
                                      NAME

     The name of the Corporation is Digital Broadband Networks, Inc. (the
"Corporation").


                                   ARTICLE II
                                REGISTERED AGENT

     The address of the registered office of the Corporation in the State of
Delaware is 2711 Centerville Road Suite 400, Wilmington, Delaware 19808. The
name of its initial registered agent at such address is Corporation Service
Company. Either the registered office or the registered agent may be changed in
the manner provided by law.

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                                   ARTICLE III
                                     PURPOSE

     The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware (the "DGCL").

                                   ARTICLE IV
                                  CAPITAL STOCK

     (a) Authorized Capital Stock. The total number of shares of stock which the
Corporation shall have authority to issue is 101,000,000 shares of capital
stock, consisting of (i) 100,000,000 shares of common stock, par value $0.00001
per share (the "Common Stock") and (ii) 1,000,000 shares of preferred stock, par
value $0.10 per share (the "Preferred Stock").

     (b) Common Stock. The powers, preferences and rights, and the
qualifications, limitations and restrictions, of the Common Stock are as
follows:

     (1) Voting. Except as otherwise expressly required by law or provided in
this Certificate of Incorporation, and subject to any voting rights provided to
holders of Preferred Stock at any time outstanding, the holders of any
outstanding shares of Common Stock shall vote together as a single class on all
matters with respect to which stockholders are entitled to vote under applicable
law, this Certificate of Incorporation or the Bylaws of the Corporation, or upon
which a vote of stockholders is otherwise duly called for by the Corporation. At
each annual or special meeting of stockholders, each holder of record of shares
of Common Stock on the relevant record date shall be entitled to cast one vote
in person or by proxy for each share of the Common Stock standing in such
holder's name on the stock transfer records of the Corporation.

     (2) No Cumulative Voting. The holders of shares of the Common Stock shall
not have any cumulative voting rights.

     (3) Dividends. Subject to the rights of the holders of Preferred Stock, and
subject to any other provisions of this Certificate of Incorporation, as it may
be amended from time to time, holders of shares of Common Stock shall be
entitled to receive such dividends and other distributions in cash, stock or
property of the Corporation when, as and if declared thereon by the Board of
Directors from time to time out of assets or funds of the Corporation legally
available therefor.

     (4) Liquidation; Dissolution etc. In the event of any liquidation,
dissolution or winding up (either voluntary or involuntary) of the Corporation,
the holders of shares of Common Stock shall be entitled to receive the assets
and funds of the Corporation available for distribution after payments to
creditors and to the holders of any Preferred Stock of the Corporation that may
at the time be outstanding, in proportion to the number of shares held by them.

     (5) Merger, etc. In the event of a merger or consolidation of the
Corporation with or into another entity (whether or not the Corporation is the
surviving entity), the holders of each share of Common Stock shall be entitled
to receive the same per share consideration on a per share basis.

     (6) No Preemptive or Subscription Rights. No holder of shares of Common
Stock shall be entitled to preemptive or subscription rights.

     (7) Power to Sell and Purchase Shares. Subject to the requirements of
applicable law, the Corporation shall have the power to issue and sell all or
any part of any shares of any class of stock herein or hereafter authorized to
such persons, and for such consideration, as the Board of Directors shall from
time to time, in its discretion, determine, whether or not greater consideration
could be received upon the issue or sale of the same number of shares of another
class, and as otherwise permitted by law. Subject to the requirements of
applicable law, the Corporation shall have the power to purchase any shares of
any class of stock herein or hereafter authorized from such persons, and for
such consideration, as the Board of Directors shall from time to time, in its
discretion, determine, whether or not less consideration could be paid upon the
purchase of the same number of shares of another class, and as otherwise
permitted by law.

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     (c) Preferred Stock. The Board of Directors is hereby expressly authorized
to provide for the issuance of all or any shares of the Preferred Stock in one
or more classes or series, and to fix for each such class or series such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such class or series, including, without
limitation, the authority to provide that any such class or series may be (i)
subject to redemption at such time or times and at such price or prices; (ii)
entitled to receive dividends (which may be cumulative or non-cumulative) at
such rates, on such conditions, and at such times, and payable in preference to,
or in such relation to, the dividends payable on any other class or classes or
any other series; (iii) entitled to such rights upon the dissolution of, or upon
any distribution of the assets of, the Corporation; or (iv) convertible into, or
exchangeable for, shares of any other class or classes of stock, or of any other
series of the same or any other class or classes of stock, of the Corporation at
such price or prices or at such rates of exchange and with such adjustments; all
as may be stated in such resolution or resolutions.

                                    ARTICLE V
                               BOARD OF DIRECTORS

     The following provisions are inserted for the management of the business
and the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:

     (a) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.

     (b) The number of directors of the Corporation shall be as from time to
time fixed by, or in the manner provided in, the Bylaws of the Corporation.
Election of directors need not be by written ballot unless the Bylaws so
provide.

     (c) The directors shall be divided into three classes, designated Class I,
Class II and Class III. Each class shall consist, as nearly as may be possible,
of one-third of the total number of directors constituting the entire Board of
Directors. The initial division of the Board of Directors into classes shall be
made by the decision of the affirmative vote of a majority of the entire Board
of Directors. The term of the initial Class I directors shall terminate on the
date of the 2003 annual meeting; the term of the initial Class II directors
shall terminate on the date of the 2004 annual meeting; and the term of the
initial Class III directors shall terminate on the date of the 2005 annual
meeting. At each succeeding annual meeting of stockholders beginning in 2002,
successors to the class of directors whose term expires at that annual meeting
shall be elected for a three-year term. If the number of directors is changed,
any increase or decrease shall be apportioned among the classes so as to
maintain the n umber of directors in each class as nearly equal as possible, and
any additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director.

     (d) A director shall hold office until the annual meeting for the year in
which his or her term expires and until his or her successor shall be elected
and shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.

<PAGE>

     (e) Subject to the terms of any one or more classes or series of Preferred
Stock, any vacancy on the Board of Directors that is the result of a resolution
adopted by the stockholders of the Corporation to increase the number of
directors on the Board of Directors may be filled by the stockholders of the
Corporation, and any other vacancy occurring on the Board of Directors may be
filled by a majority of the Board of Directors then in office, even if less than
a quorum, or by a sole remaining director. Any director of any class elected to
fill a vacancy resulting from an increase in the number of directors of such
class shall hold office for a term that shall coincide with the remaining term
of that class. Any director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same remaining term as that
of his predecessor. Subject to the rights, if any, of the holders of shares of
Preferred Stock then outstanding, any or all of the directors of the Corporation
may be removed from office at any time, with or without cause and only by the
affirmative vote of the holders of at least a majority of the voting power of
the Corporation's then outstanding capital stock entitled to vote generally in
the election of directors. Notwithstanding the foregoing, whenever the holders
of any one or more classes or series of Preferred Stock issued by the
Corporation shall have the right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders, the election, term of
office, filling of vacancies and other features of such directorships shall be
governed by the terms of this Certificate of Incorporation applicable thereto,
and such directors so elected shall not be divided into classes pursuant to this
Article FIFTH unless expressly provided by such terms.

     (f) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the DGCL, this
Certificate of Incorporation, and any Bylaws adopted by the stockholders;
provided, however, that no Bylaws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if such
Bylaws had not been adopted.


                                   ARTICLE VI
                               DIRECTOR LIABILITY

     No director shall be personally liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the DGCL as the same exists or may hereafter be amended. If the
DGCL is amended hereafter to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent authorized by the DGCL, as
so amended. Any repeal or modification of this Article SIXTH by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification
with respect to acts or omissions occurring prior to such repeal or
modification.

                                   ARTICLE VII
                                 INDEMNIFICATION

     The Corporation shall indemnify its directors and officers to the fullest
extent authorized or permitted by law, as now or hereafter in effect, and such
right to indemnification shall continue as to a person who has ceased to be a
director or officer of the Corporation and shall inure to the benefit of his or
her heirs, executors and personal and legal representatives; provided, however,
that, except for proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director or officer (or his
or her heirs, executors or personal or legal representatives) in connection with
a proceeding (or part thereof) initiated by such person unless such proceeding
(or part thereof) was authorized or consented to by the Board of Directors. The
right to indemnification conferred by this Article SEVENTH shall include the
right to be paid by the Corporation the expenses incurred in defending or
otherwise participating in any proceeding in advance of its final disposition.
The Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article SEVENTH to directors and officers of the Corporation. The rights to
indemnification and to the advance of expenses conferred in this Article SEVENTH
shall not be exclusive of any other right which any person may have or hereafter
acquire under this Certificate of Incorporation, the Bylaws of the Corporation,
any statute, agreement, vote of stockholders or disinterested directors or
otherwise. Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

<PAGE>

                                  ARTICLE VIII
                              STOCKHOLDER MEETINGS

     Any action required or permitted to be taken by the stockholders of the
Corporation may be effected at a duly called annual or special meeting of
stockholders of the Corporation, notice of which shall be provided pursuant to
the DGCL or as may be required by the Bylaws of the Corporation. The
stockholders may consent in writing to the taking of any action that might have
been effected at an annual or special meeting to the extent such consent is
permitted by DGCL Section 228 and authorized by the Bylaws of the Corporation.

                                   ARTICLE IX
                                     BYLAWS

     Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the DGCL) 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 Bylaws of the Corporation.

                                    ARTICLE X
                                   AMENDMENTS

     In furtherance and not in limitation of the powers conferred upon it by the
laws of the State of Delaware, the Board of Directors shall have the power to
adopt, amend, alter or repeal the Corporation's Bylaws. The affirmative vote of
at least a majority of the entire Board of Directors shall be required to adopt,
amend, alter or repeal the Corporation's Bylaws. The Corporation's Bylaws also
may be adopted, amended, altered or repealed by the affirmative vote of the
holders of at least eighty percent (80%) of the voting power of the shares
entitled to vote at an election of directors.

                                   ARTICLE XI
                    TRANSACTIONS WITH DIRECTORS AND OFFICERS

     The Corporation shall have authority, to the fullest extent now or
hereafter permitted by the DGCL, or by any other applicable law, to enter into
any contract or transaction with one or more of its directors or officers, or
with any corporation, partnership, joint venture, trust, association or other
entity in which one or more of its directors or officers are directors or
officers or have a financial interest, notwithstanding such relationships and
notwithstanding the fact that the director or officer is present at or
participates in the meeting of the board of directors or committee thereof which
authorizes the contract or transaction.


                                   ARTICLE XII
                            COMPROMISE WITH CREDITORS

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

<PAGE>

                                  ARTICLE XIII
                          CERTAIN BUSINESS TRANSACTIONS

     The Corporation expressly elects to be governed by the provisions of
Section 203 of the DGCL.


     IN WITNESS WHEREOF, DIGITAL BROADBAND NETWORKS, INC. has caused this
Restated Certificate of Incorporation to be signed by an authorized officer of
the Corporation this 4th day of April, 2002.



                                                  By: /s/ Valerie Hoi-Fah Looi
                                                      -------------------------
                                                  Name: Valerie Hoi-Fah Looi
                                                  Title: Secretary