<PAGE>

                                                                     Exhibit 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            OPLINK MERGER CORPORATION


         OPLINK MERGER CORPORATION, a corporation organized and existing under
the laws of the state of Delaware (the "Corporation") hereby certifies that:

         1.       The name of the Corporation is Oplink Merger Corporation. The
Corporation was originally incorporated under the name Oplink Merger
Corporation.

         2.       The date of filing of the Corporation's original Certificate
of Incorporation was July 24, 2000.

         3.       The Amended and Restated Certificate of Incorporation of the
Corporation as provided in Exhibit A hereto was duly adopted in accordance with
the provisions of Section 242 and Section 245 of the General Corporation Law of
the State of Delaware by the Board of Directors of the Corporation.

         4.       Pursuant to Section 245 of the Delaware General Corporation
Law, approval of the stockholders of the Corporation has been obtained.

         5.       The Amended and Restated Certificate of Incorporation so
adopted reads in full as set forth in Exhibit A attached hereto and is hereby
incorporated by reference.

         IN WITNESS WHEREOF, the undersigned has signed this certificate this
____ day of _______, 2000, and hereby affirms and acknowledges under penalty of
perjury that the filing of this Amended and Restated Certificate of
Incorporation is the act and deed of Oplink Merger Corporation.

                                            OPLINK MERGER CORPORATION


                                            By
                                              ----------------------------------
                                                     Joseph Y. Liu
                                                     Chief Executive Officer


                                       1.
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                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            OPLINK MERGER CORPORATION

                                       I.

         The name of this corporation is Oplink Merger Corporation

                                       II.

         The address of the registered office of the corporation in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, and the
name of the registered agent of the corporation in the State of Delaware at such
address is Corporation Service Company.

                                      III.

         The purpose of this 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.

                                       IV.

         A. AUTHORIZED STOCK. The corporation is authorized to issue two
classes of stock to be designated, respectively, "Common Stock" and
"Preferred Stock". The number of shares of Common Stock authorized to be
issued is 200,000,000 shares, each having a par value of one-tenth of one
cent ($0.001). The number of shares of Preferred Stock authorized to be
issued is 119,043,344 shares, each having a par value of one-tenth of one
cent ($0.001). The Preferred Stock shall be divided into five series. The
first series shall consist of 24,000,000 shares and is designated as Series A
Preferred Stock. The second series shall consist of 30,770,016 shares and is
designated as Series B Preferred Stock. The third series shall consist of
12,080,000 shares and is designated as Series C Preferred Stock. The fourth
series shall consist of 21,333,328 shares and is designated as Series D
Preferred Stock. The fifth series shall consist of 30,860,000 shares and is
designated as Series E Preferred Stock.

         B. PREFERRED STOCK. The rights, preferences, privileges and
restrictions granted to and imposed on the Preferred Stock are as follows:


                                       2.
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                  1.       DIVIDEND PROVISIONS. The holders of shares of
Series A, Series B, Series C, Series D and Series E Preferred Stock shall be
entitled to receive dividends at a rate of $0.002, $0.0072, $0.02, $0.03 and
$0.16 per share per annum (adjusted to reflect stock splits, stock dividends
and recapitalizations after the date hereof), respectively, payable out of
funds legally available therefor. Such dividends shall be payable only when,
as and if declared by the Board of Directors and shall be noncumulative. No
dividends (other than those payable solely 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) shall be payable on any Common Stock of the corporation during
any fiscal year of the corporation until dividends in the amount of $0.002,
$0.0072, $0.02, $0.03 and $0.16 per share (adjusted to reflect stock splits,
stock dividends and recapitalizations after the date hereof) on the Series A,
Series B, Series C, Series D and Series E Preferred Stock, respectively,
shall have been paid or declared and set apart during that fiscal year. No
dividend shall be paid on or declared and set apart for the shares of any
series of Preferred Stock for any dividend period unless at the same time a
like proportionate dividend for the same dividend period, ratably in
proportion to the respective annual dividend rates fixed therefor, shall be
paid on or declared and set apart for the shares of all other such series of
Preferred Stock.

                  2.       LIQUIDATION PREFERENCE.

                           (a)      In the event of any liquidation,
dissolution or winding up of the corporation, either voluntary or
involuntary, the holders of Series A, Series B, Series C, Series D and Series
E Preferred Stock shall be entitled to receive, prior and in preference to
any distribution of the assets or surplus funds of the corporation to the
holders of Common Stock by reason of their ownership thereof, the amount of
$0.025, $0.09, $0.25, $0.375 and $2.00 per share (adjusted to reflect stock
splits, stock dividends and recapitalizations after the date hereof),
respectively, plus all declared but unpaid dividends on each share of Series
A Preferred Stock (the "Series A Liquidation Preference"), Series B Preferred
Stock (the "Series B Liquidation Preference"), Series C Preferred Stock (the
"Series C Liquidation Preference"), Series D Preferred Stock (the "Series D
Liquidation Preference") and Series E Preferred Stock (the "Series E
Liquidation Preference") then held by them. The Series A, Series B, Series C,
Series D and Series E shall rank on a parity as to the receipt of the
respective preferential amounts for each such series upon the occurrence of
such event. If, upon the occurrence of such an event, the assets and funds
thus distributed among the holders of the Series A, Series B, Series C,
Series D and Series E Preferred Stock shall be insufficient to permit the
payment to such holders of the full Series A Liquidation Preference, Series B
Liquidation Preference, Series C Liquidation Preference, Series D Liquidation
Preference and Series E Liquidation Preference, then the entire assets and
funds of the corporation legally available for distribution shall be
distributed ratably among the holders of the Series A, Series B, Series C,
Series D and Series E Preferred Stock in proportion to the preferential
amount each such holder is entitled to receive.

                           (b)      After the distributions described in
subsection (a) above have been paid in full, the remaining assets of the
corporation available for distribution to shareholders shall be distributed
among the holders of Preferred Stock and Common Stock pro rata based on the
number of shares of Common Stock held by each (assuming conversion of all such
Preferred Stock).


                                       3.
<PAGE>

                           (c)      For purposes of this Section 2, any
acquisition of the corporation by means of merger or other form of corporate
reorganization in which the outstanding shares of the corporation are exchanged
for securities or other consideration issued, or caused to be issued, by the
acquiring corporation or its subsidiary (other than a reincorporation
transaction) or a sale of all or substantially all of the assets of the
corporation (each, an "Acquisition Transaction") shall be treated as a
liquidation, dissolution or winding up of the corporation and shall entitle the
holders of Series A, Series B, Series C, Series D and Series E Preferred Stock
and Common Stock to receive at the closing in cash, securities or other property
amounts as specified in Sections 2(a) and 2(b) above; provided that, upon notice
from the Company (which notice shall be not less than 10 days prior to
consummation of such Acquisition Transaction), a majority in interest of the
then outstanding shares of Series A, Series B, Series C and Series D, voting
together as a class, and a majority in interest of the then outstanding shares
of Series E, voting as a separate class, may elect not to treat such Acquisition
Transaction as a liquidation, dissolution or winding up of the corporation
pursuant to this Section 2.

                           (d)      Any securities to be delivered to the
holders of the Preferred Stock and/or Common Stock pursuant to Section 2(c)
above shall be valued as follows:

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

                                             (A)      If traded on a securities
exchange or the NASDAQ National Market System, the value shall be deemed to be
the average of the closing prices of the securities on such exchange over the
30-day period ending three (3) days prior to the closing;

                                             (B)      If actively traded
over-the-counter, the value shall be deemed to be the average of the closing bid
prices over the 30-day period ending three (3) days prior to the closing; and

                                             (C)      If there is no active
public market, the value shall be the fair market value thereof, as determined
in good faith by the Board of Directors of the corporation.

                                    (ii)     The method of valuation of
securities subject to investment letter or other restrictions on free
marketability shall be to make an appropriate discount from the market value
determined as above in (i) (A), (B) or (C) to reflect the approximate fair
market value thereof, as determined in good faith by the Board of Directors of
the corporation.

                  3.       CONVERSION. The holders of the Preferred Stock shall
have conversion rights as follows (the "Conversion Rights"):

                           (a)     RIGHT TO CONVERT.

                                    (i)      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


                                       4.
<PAGE>

office of the corporation or any transfer agent for the Series A Preferred
Stock, into such number of fully paid and nonassessable shares of Common Stock
as is determined by dividing $0.05 for each share of Series A Preferred Stock by
the Conversion Price at the time in effect for such share. The initial
Conversion Price for shares of Series A Preferred Stock shall be $0.05 per share
(the "Series A Conversion Price"); provided, however, that such Conversion Price
shall be subject to adjustment as set forth in subsection 3(c). Each share of
Series B 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 the Series B Preferred Stock, into
such number of fully paid and nonassessable shares of Common Stock as is
determined by dividing $0.18 for each share of Series B Preferred Stock by the
Conversion Price at the time in effect for such share. The initial Conversion
Price for shares of Series B Preferred Stock shall be $0.18 per share (the
"Series B Conversion Price"); provided, however, that such Conversion Price
shall be subject to adjustment as set forth in subsection 3(c). Each share of
Series C 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 the Series C Preferred Stock, into
such number of fully paid and nonassessable shares of Common Stock as is
determined by dividing $0.50 for each share of Series C Preferred Stock by the
Conversion Price at the time in effect for such share. The initial Conversion
Price for shares of Series C Preferred Stock shall be $0.50 per share (the
"Series C Conversion Price"). Each share of Series D 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 the Series D Preferred Stock, into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing $0.75 for each
share of Series D Preferred Stock by the Conversion Price at the time in effect
for such share. The initial Conversion Price for shares of Series D Preferred
Stock shall be $0.75 per share (the "Series D Conversion Price"); provided,
however, that such Conversion Prices shall be subject to adjustment as set forth
in subsection 3(c). Each share of Series E 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 the
Series E Preferred Stock, into such number of fully paid and nonassessable
shares of Common Stock as is determined by dividing $4.00 for each share of
Series E Preferred Stock by the Conversion Price at the time in effect for such
share. The initial Conversion Price for shares of Series E Preferred Stock shall
be $4.00 per share (the "Series E Conversion Price"); provided, however, that
such Conversion Prices shall be subject to adjustment as set forth in subsection
3(c).

                                    (ii)     Each share of Preferred Stock shall
automatically be converted into shares of Common Stock at the then effective
Conversion Price upon the consummation of the corporation's sale of its Common
Stock in a bona fide, firm commitment underwriting pursuant to a registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
which results in aggregate gross cash proceeds to the corporation in excess of
$50,000,000 and the public offering price of which is not less than $4.00 per
share (adjusted to reflect subsequent stock dividends, stock splits or
recapitalizations after the date hereof).

                           (b)      MECHANICS OF CONVERSION. Before any holder
of 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


                                       5.
<PAGE>

transfer agent for such stock, and shall give written notice by mail, postage
prepaid, to the corporation at its principal corporate office, of the election
to convert the same and shall state therein the name or names in which the
certificate or certificates for shares of Common Stock are to be issued. The
corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holder of 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 Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock as of such date. If the conversion is in
connection with an underwritten offer of securities registered pursuant to the
Securities Act, the conversion will be conditioned upon the closing with the
underwriter of the sale of securities pursuant to such offering, unless
otherwise designated in writing by the holders of such Preferred Stock, in which
event the person(s) entitled to receive the Common Stock issuable upon such
conversion of the Preferred Stock shall not be deemed to have converted such
Preferred Stock until immediately prior to the closing of such sale of
securities.

                           (c)      CONVERSION PRICE ADJUSTMENTS OF PREFERRED
STOCK. The Conversion Price of the Preferred Stock shall be subject to
adjustment from time to time as follows:

                                    (i)      (A)      If the corporation, at any
time or from time to time after the date of the first issuance of shares of
Series E Preferred Stock (the "Purchase Date"), shall issue any Additional Stock
(as defined below) without consideration or for a consideration per share less
than the Series A Conversion Price with respect to the Series A Preferred Stock,
the Series B Conversion Price with respect to the Series B Preferred Stock, the
Series C Conversion Price with respect to the Series C Preferred Stock, the
Series D Conversion Price with respect to the Series D Preferred Stock and the
Series E Conversion Price with respect to the Series E Preferred Stock in effect
on the date of and immediately prior to the issuance of such Additional Stock,
then and in such event, the Series A Conversion Price, the Series B Conversion
Price, the Series C Conversion Price, Series D Conversion Price or the Series E
Conversion Price, as applicable, shall be reduced concurrently with such
issuance, to a price determined by multiplying such Conversion Price by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding and the number of shares of Common Stock issuable upon the
conversion of the shares of Preferred Stock outstanding immediately prior to
such issuance plus the number of shares of Common Stock which the aggregate
consideration received by the corporation for the total number of shares of
Additional Stock so issued would purchase at such Conversion Price, and the
denominator of which shall be the number of shares of Common Stock outstanding
and the number of shares of Common Stock issuable upon the conversion of the
shares of Preferred Stock outstanding immediately prior to such issuance plus
the number of such shares of Additional Stock so issued. For the purposes of
this subsection, the number of shares of Common Stock outstanding immediately
prior to such issue shall be calculated on a fully diluted basis, as if all
shares of Preferred Stock and all convertible securities had been fully
converted into shares of Common Stock immediately prior to such issuance and any
outstanding warrants, options or other rights for the purchase of shares of
stock or convertible securities had been fully exercised immediately prior to
such issuance (and the resulting securities fully


                                       6.
<PAGE>

converted into shares of Common Stock, if so convertible) as of such date, but
not including in such calculation any additional shares of Common Stock issuable
with respect to shares of Series A, Series B, Series C, Series D and Series E
Preferred Stock, convertible securities, or outstanding options, warrants or
other rights for the purchase of shares of stock or convertible securities,
solely as a result of the adjustment of the Conversion Price (or other
conversion ratios) resulting from the issuance of the Additional Stock causing
the adjustment in question. Immediately after any Additional Stock is deemed
issued, such Additional Stock shall be deemed to be outstanding.

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

                                             (C)      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.

                                             (D)      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)      In the case of the
issuance, whether before, on or after the Purchase Date, of options to purchase
or rights to subscribe for Common Stock, 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 (which are not
excluded from the definition of Additional Stock), the following provisions
shall apply:

                                                      1.       The aggregate
maximum number of shares of Common Stock deliverable upon exercise of such
options to purchase or rights to subscribe for Common Stock shall be deemed to
have been issued at the time such options or rights were issued and for a
consideration equal to the consideration (determined in the manner provided in
subsections 3(c)(i)(C) and 3(c)(i)(D)), if any, received by the corporation upon
the issuance of such options or rights plus the minimum purchase price provided
in such options or rights for the Common Stock covered thereby.


                                       7.
<PAGE>

                                                      2.       The aggregate
maximum number of shares of Common Stock deliverable upon conversion of or in
exchange for any such convertible or exchangeable securities or upon the
exercise of options to purchase or rights to subscribe for such convertible
or exchangeable securities and subsequent conversion or exchange thereof
shall be deemed to have been issued at the time such securities were issued
or such options or rights were issued and for a consideration equal to the
consideration, if any, received by the corporation for any such securities
and related options or rights (excluding any cash received on account of
accrued interest or accrued dividends), plus the additional consideration, if
any, to be received by the corporation upon the conversion or exchange of
such securities or the exercise of any related options or rights (the
consideration in each case to be determined in the manner provided in
subsections 3(c)(i)(C) and 3(c)(i)(D)).

                                                      3.       In the event of
any change in the number of shares of Common Stock deliverable or any increase
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 Preferred Stock
obtained with respect to the adjustment which was made upon the issuance of such
options, rights or securities, and any subsequent adjustments based thereon,
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 Preferred
Stock obtained with respect to the adjustment which was made upon the issuance
of such options, rights or securities or options or rights related to such
securities, and any subsequent adjustments based thereon, shall be recomputed to
reflect the issuance of only the number of shares of Common Stock 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. 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,
only the number of shares of Common Stock 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 shall
continue to be deemed to be issued.

                                                      5.       All Common Stock
deemed issued pursuant to this subsection 3(c)(i)(E) shall be considered issued
only at the time of its deemed issuance and any actual issuance of such stock
shall not be an actual issuance or a deemed issuance of the corporation's Common
Stock under the provisions of this Section 3; provided however, that in the case
of any options to purchase or rights to subscribe for Common Stock which expire
by their terms not more than 30 days after the date of issue thereof, no
adjustment of the Conversion Price shall be made until the expiration or
exercise of all such options or rights, whereupon such adjustment shall be made
in the same manner provided in subsection (E)(4) above.


                                       8.
<PAGE>

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

                                             (A)      pursuant to a transaction
described in subsection 3(c)(iii) hereof,

                                             (B)      to officers, directors,
employees and consultants of the corporation pursuant to a stock option plan or
restricted stock plan approved by the shareholders and directors of the
corporation,

                                             (C)      to financial institutions
in connection with the extension of credit to the corporation or in connection
with the lease of equipment and in both cases for other than equity financing
purposes,

                                             (D)      for which adjustment of
the Conversion Price is made pursuant to this Section 3, or

                                             (E)      upon conversion of the
Preferred Stock.

                                    (iii)    In the event the corporation should
at any time or from time to time after the Purchase Date fix a record date for
the effectuation of a split or subdivision of the outstanding shares of Common
Stock or the determination of holders of Common Stock entitled to receive a
dividend or other distribution payable in additional shares of Common Stock or
other securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of the 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 shares of Common Stock outstanding and those issuable with respect to
such Common Stock Equivalents.

                                    (iv)     If the number of shares of Common
Stock outstanding at any time after the Purchase Date is decreased by a
combination of the outstanding shares of Common Stock, then, following the
record date of such combination, the Conversion Price for the 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.

                           (d)      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


                                       9.
<PAGE>

to in subsection 3(c)(iii), then, in each such case for the purpose of this
subsection 3(d), the holders of the Preferred Stock shall be entitled to a
proportionate share of any such distribution as though they were the holders of
the number of shares of Common Stock of the corporation into which their shares
of Preferred Stock are convertible as of the record date fixed for the
determination of the holders of Common Stock of the corporation entitled to
receive such distribution.

                           (e)      RECAPITALIZATIONS. If at any time or from
time to time there shall be a recapitalization of the Common Stock (other than a
subdivision, combination or merger or sale of assets transaction provided for
elsewhere in Sections 2 or 3) provision shall be made so that the holders of the
Preferred Stock shall thereafter be entitled to receive upon conversion of the
Preferred Stock the number of shares of stock or other securities or property of
the Company or otherwise, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such recapitalization. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 3 with respect to the rights of the holders of the Preferred Stock
after the recapitalization to the end that the provisions of this Section 3
(including adjustment of the Conversion Price then in effect and the number of
shares purchasable upon conversion of the Preferred Stock) shall be applicable
after that event as nearly equivalent as may be practicable.

                           (f)      NO IMPAIRMENT. The corporation will not, by
amendment of its Articles 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 the Preferred Stock against impairment.

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

                                    (i)      No fractional shares shall be
issued upon conversion of the Preferred Stock, and the number of shares of
Common Stock to be issued upon conversion shall be rounded to the nearest whole
share. Whether or not fractional shares are issuable upon such conversion shall
be determined on the basis of the total number of shares of 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 any Conversion Price of 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 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 at the time in effect, and (C) the


                                      10.
<PAGE>

number of shares of Common Stock and the amount, if any, of other property which
at the time would be received upon the conversion of a share of Preferred Stock.

                           (h)      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 Preferred Stock, at least 20 days prior to the date
specified therein, a notice specifying the date on which any such record is to
be taken for the purpose of such dividend, distribution or right, and the amount
and character of such dividend, distribution or right.

                           (i)      RESERVATION OF STOCK ISSUABLE UPON
CONVERSION. 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 Preferred Stock such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Preferred Stock; and if at any time
the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all then outstanding shares of the
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.

                           (j)      NOTICES. Any notice required by the
provisions of this Section 3 to be given to the holders of shares of Preferred
Stock shall be sent by airmail, postage prepaid, and addressed to each holder of
record at his address appearing on the books of the corporation, and shall be
deemed given ten (10) days after deposit.

                  4.       VOTING RIGHTS.

                           (a)      Each holder of shares of Preferred Stock
shall be entitled to the number of votes equal to the number of shares of Common
Stock into which such Preferred Stock could then be converted (with any
fractional share determined on an aggregate conversion basis being rounded to
the nearest whole share), and with respect to such vote, such holder shall have
full voting rights and powers equal to the voting rights and powers of the
holders of Common Stock (except as otherwise expressly provided herein or as
required by law, voting together with holders of Common Stock, with respect to
any question upon which holders of Common Stock have the right to vote), and
shall be entitled, notwithstanding any provision hereof, to notice of any
shareholders' meeting in accordance with the by-laws of the corporation.

                           (b)      The holders of Series B Preferred Stock,
voting together as a single class, shall be entitled to elect one (1) member of
the corporation's board of directors.

                           (c)      The holders of Series E Preferred Stock,
voting together as a single class, shall be entitled to elect one (1) member of
the corporation's board of directors.


                                      11.
<PAGE>

                           (d)      The holders of the Common Stock (including
the Series A, Series B, Series C, Series D and Series E Preferred Stock on an
as-converted basis) shall be entitled to elect the remaining members of the
corporation's board of directors, one of whom must be a person other than a
representative of an investor or an employee of the Corporation.

                           (e)      In the case of any vacancy in the office of
a director occurring among the directors elected by the holders of the Series B
Preferred Stock, Series E Preferred Stock or Common Stock, as converted,
pursuant to this Section 4, the holders of a majority of the outstanding shares
of the Series B Preferred Stock, Series E Preferred Stock or Common Stock, as
applicable, may elect a successor or successors to hold the office for the
unexpired term of the director or directors whose place or places shall be
vacant. Any director who shall have been elected by the holders of the Series B
Preferred Stock, Series E Preferred Stock or Common Stock, as converted, or any
director so elected as provided in the preceding sentence hereof, may be removed
during the aforesaid term of office, whether with or without cause, only by the
affirmative vote of the holders of a majority of the class and series of stock
that elect such director.

                  5.       PROTECTIVE PROVISIONS.

                           (a)      So long as shares of Preferred Stock are
outstanding, without first obtaining the approval (by vote or written consent,
as provided by law) of (1), with respect to subsections (i), (ii) and (iii), the
holders of at least a majority of the adversely affected series of the Preferred
Stock voting together as a separate class, (2), with respect to subsection (iv),
the holders of at least a majority of the then outstanding shares of Series E
Preferred Stock voting as a separate class, and (3), with respect to subsection
(v), the holders of at least a majority of then outstanding shares of Preferred
Stock voting together as a separate class, the Company shall not:

                                    (i)      amend or repeal any provision of,
or add any provision to, the Company's Articles of Incorporation if such action
would materially and adversely alter or change the rights, preferences or
privileges or powers of, or the restrictions provided for the benefit of, the
Preferred Stock;

                                    (ii)     authorize or issue any new class or
series of stock having any preference or priority as to dividends or assets
superior to or on a parity with any such preference or priority of the Preferred
Stock;

                                    (iii)    reclassify any shares of Common
Stock or any other shares of the Company into shares having any preference or
priority as to dividends or assets superior to or on a parity with any such
preference or priority of the Preferred Stock; or

                                    (iv)     sell, convey, or otherwise
dispose of or encumber all or substantially all of its property or business
or merge into or consolidate with any other corporation (other than a
wholly-owned subsidiary corporation) or effect any other transaction or
series of related transactions in which more than fifty percent (50%) of the
voting power of the corporation is disposed of, PROVIDED that this Section
5(a)(iv) shall not apply to a merger effected exclusively for the purpose of
changing the state of incorporation of the corporation;

                                      12.
<PAGE>

                                    (v)      redeem, purchase or otherwise
acquire (or pay into or set funds aside for a sinking fund for such purpose) any
share or shares of Common Stock; PROVIDED, HOWEVER, that this restriction shall
not apply to the repurchase of shares of Common Stock from employees, officers,
directors, consultants or other persons performing services for the Company
pursuant to agreements under which the Company has the option to repurchase such
shares at cost or at cost upon the occurrence of certain events, such as the
termination of employment.

                  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, and
the Articles of Incorporation of the corporation shall be appropriately amended
to effect the corresponding reduction in the corporation's authorized capital
stock.

                  7.       REPURCHASE OF SHARES. In connection with repurchases
by the corporation of its Common Stock pursuant to its agreements with certain
of the holders thereof providing for such repurchases in the event of the
termination of the status of such holder as an employee, director or consultant
to the Company, each holder of Preferred Stock shall be deemed to have
consented, for purposes of Sections 502, 503 and 506 of the California General
Corporation Law, to distributions made by the corporation with respect to such
repurchases.

         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 B.2. of this Article III.

                  3.       REDEMPTION.  The Common Stock is not redeemable.

                  4.       VOTING RIGHTS. The holder of each share of Common
Stock shall have the right to one vote, and shall be entitled to notice of any
shareholders meeting in accordance with the By-laws of the corporation, and
shall be entitled to vote upon such matters and in such manner as may be
provided by law.

                                       V.

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


                                      13.
<PAGE>

         A.

                  1.       MANAGEMENT OF BUSINESS

                           The management of the business and the conduct of the
affairs of the corporation shall be vested in its Board of Directors. The number
of directors that shall constitute the whole Board of Directors shall be fixed
exclusively by one or more resolutions adopted by the Board of Directors.

                  2.       BOARD OF DIRECTORS

                           a.       Subject to the rights of the holders of any
series of Preferred Stock to elect additional directors under specified
circumstances, following the closing of the initial public offering pursuant to
an effective registration statement under the Securities Act of 1933, as amended
(the "Act"), covering the offer and sale of Common Stock to the public (the
"Initial Public Offering"), the directors shall be divided into three classes
designated as Class I, Class II and Class III, respectively. Directors shall be
assigned to each class in accordance with a resolution or resolutions adopted by
the Board of Directors. At the first annual meeting of stockholders following
the closing of the Initial Public Offering, the term of office of the Class I
directors shall expire and Class I directors shall be elected for a full term of
three years. At the second annual meeting of stockholders following the Initial
Public Offering, the term of office of the Class II directors shall expire and
Class II directors shall be elected for a full term of three years. At the third
annual meeting of stockholders following the Initial Public Offering, the term
of office of the Class III directors shall expire and Class III directors shall
be elected for a full term of three years. At each succeeding annual meeting of
stockholders, directors shall be elected for a full term of three years to
succeed the directors of the class whose terms expire at such annual meeting.
During such time or times that the corporation is subject to Section 2115(b) of
the California General Corporation Law ("CGCL"), this Section A.2.a of this
Article V shall become effective and be applicable only when the corporation is
a "listed" corporation within the meaning of Section 301.5 of the CGCL.

                           b.       In the event that the corporation is subject
to Section 2115(b) of the CGCL and is not a "listed" corporation or ceases to be
a "listed" corporation under Section 301.5 of the CGCL, Section A. 2. a. of this
Article V shall not apply and all directors shall be elected at each annual
meeting of stockholders to hold office until the next annual meeting.

                           c.       No person entitled to vote at an election
for directors may cumulate votes to which such person is entitled, unless, at
the time of such election, the corporation is subject to Section 2115(b) of the
CGCL and is not a "listed" corporation or ceases to be a "listed" corporation
under Section 301.5 of the CGCL. During this time, every stockholder entitled to
vote at an election for directors may cumulate such stockholder's votes and give
one candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which such stockholder's shares are
otherwise entitled, or distribute the stockholder's votes on the same principle
among as many candidates as such stockholder thinks fit. No stockholder,
however, shall be entitled to so cumulate such stockholder's votes unless (i)
the names of such candidate or candidates have been placed in nomination prior
to the voting and (ii) the stockholder has given notice at the meeting, prior to


                                      14.
<PAGE>

the voting, of such stockholder's intention to cumulate such stockholder's
votes. If any stockholder has given proper notice to cumulate votes, all
stockholders may cumulate their votes for any candidates who have been properly
placed in nomination. Under cumulative voting, the candidates receiving the
highest number of votes, up to the number of directors to be elected, are
elected.

         Notwithstanding the foregoing provisions of this section, each director
shall serve until his successor is duly elected and qualified or until his
death, resignation or removal. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

                  3.       REMOVAL OF DIRECTORS

                           Removal of directors shall be governed as provided in
the Bylaws of the corporation.

                  4.       VACANCIES

                           a.       Subject to the rights of the holders of any
series of Preferred Stock, any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or other causes and any newly
created directorships resulting from any increase in the number of directors,
shall, unless the Board of Directors determines by resolution that any such
vacancies or newly created directorships shall be filled by the stockholders,
except as otherwise provided by law, be filled only by the affirmative vote of a
majority of the directors then in office, even though less than a quorum of the
Board of Directors, and not by the stockholders. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the director for which the vacancy was created or occurred and
until such director's successor shall have been elected and qualified.

                           b.       If at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole board (as constituted immediately prior to any such
increase), the Delaware Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent (10%) of the total
number of the shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships, or to replace the directors chosen by the directors
then in offices as aforesaid, which election shall be governed by Section 211 of
the DGCL.

                           c.       At any time or times that the corporation is
subject to Section 2115(b) of the CGCL, if, after the filling of any vacancy by
the directors then in office who have been elected by stockholders shall
constitute less than a majority of the directors then in office, then:

                                    (i)      Any holder or holders of an
aggregate of five percent (5%) or more of the total number of shares at the time
outstanding having the right to vote for those directors may call a special
meeting of stockholders; or


                                      15.
<PAGE>

                                    (ii)     The Superior Court of the proper
county shall, upon application of such stockholder or stockholders, summarily
order a special meeting of stockholders, to be held to elect the entire board,
all in accordance with Section 305(c) of the CGCL. The term of office of any
director shall terminate upon that election of a successor.

         B.

                  1.       BYLAW AMENDMENTS

                           Subject to paragraph (h) of Section 43 of the Bylaws,
the Bylaws may be altered or amended or new Bylaws adopted by the affirmative
vote of at least sixty-six and two-thirds percent (66-2/3%) of the voting power
of all of the then-outstanding shares of the voting stock of the corporation
entitled to vote. The Board of Directors shall also have the power to adopt,
amend, or repeal Bylaws.

                  2.       BALLOTS

                           The directors of the corporation need not be elected
by written ballot unless the Bylaws so provide.

                  3.       ACTION BY STOCKHOLDERS

                           No action shall be taken by the stockholders of the
corporation except at an annual or special meeting of stockholders called in
accordance with the Bylaws or by written consent of stockholders in accordance
with the Bylaws prior to the closing of the Initial Public Offering and
following the closing of the Initial Public Offering no action shall be taken by
the stockholders by written consent.

                  4.       ADVANCE NOTICE

                           Advance notice of stockholder nominations for the
election of directors and of business to be brought by stockholders before any
meeting of the stockholders of the corporation shall be given in the manner
provided in the Bylaws of the corporation.


                                       VI.

         A.       The liability of the directors for monetary damages shall be
eliminated to the fullest extent under applicable law.

         B.       Any repeal or modification of this Article VI shall be
prospective and shall not affect the rights under this Article VI in effect at
the time of the alleged occurrence of any act or omission to act giving rise to
liability or indemnification.

                                      VII.

         A.       The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or


                                      16.
<PAGE>

hereafter prescribed by statute, except as provided in paragraph B. of this
Article VII, and all rights conferred upon the stockholders herein are granted
subject to this reservation.

         B.       Notwithstanding any other provisions of this Amended and
Restated Certificate of Incorporation or any provision of law which might
otherwise permit a lesser vote or no vote, but in addition to any affirmative
vote of the holders of any particular class or series of the voting stock
required by law, this Amended and Restated Certificate of Incorporation or any
Preferred Stock Designation, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the
then-outstanding shares of the voting stock, voting together as a single class,
shall be required to alter, amend or repeal Articles V, VI, and VII.


                                      17.