Exhibit 3.1  RESTATED CERTIFICATE OF INCORPORATION OF EINSTEIN NOAH RESTAURANT GROUP, INC.  FIRST:  The name of the Corporation is Einstein Noah
Restaurant Group, Inc.  SECOND:  The address of its registered office in the
State of Delaware is 1209 Orange Street, City of Wilmington 19801, County of
New Castle.  The name of its registered
agent at such address is The Corporation Trust Corporation.  THIRD:  The purpose of the Corporation is to engage
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.  FOURTH:  The total number of shares which the
Corporation shall have authority to issue is Twenty-seven Million (27,000,000)
shares consisting of Twenty-five Million (25,000,000) shares of common stock
and Two Million (2,000,000) shares of preferred stock, all of par value $0.001
per share.  A.            Preferred Stock.  1.             The preferred stock of the
Corporation may be issued from time to time in one or more series of any number
of shares, provided that the aggregate number of shares issued and not
cancelled in any and all such series shall not exceed the total number of
shares of preferred stock hereinabove authorized.  2.             Authority is hereby vested in the
Board of Directors from time to time to authorize the issuance of one or more
series of preferred stock and, in connection with the creation of such series,
to fix by resolution or resolutions providing for the issuance of shares
thereof the characteristics of each such series including, without limitation,
the following:  (a)           the maximum number of shares to constitute such series,
which may subsequently be increased or decreased (but not below the number of
shares of that series then outstanding) by resolution of the Board of Directors,
the distinctive designation thereof and the stated value thereof if different
than the par value thereof;  (b)           whether the shares of such series shall have voting
powers, full or limited, together with any other series of preferred stock or
common stock, or as a separate class, or no voting powers, and if any, the
terms of such voting powers;  (c)           the dividend rate, if any , on the shares of such series,
the conditions and dates upon which such dividends shall be payable, the
preference  1


or
relation which such dividends shall bear to the dividends payable on any other
class or classes or on any other series of capital stock and whether such
dividend shall be cumulative or noncumulative;  (d)           whether the share of such series shall be subject to
redemption by the Corporation, and, if made subject to redemption, the times,
prices and other terms, limitations, restrictions or conditions of such
redemption;  (e)           the relative amounts, and the relative rights or
preference, if any, of payment in respect of shares of such series, which the
holders of shares of such series shall be entitled to receive upon the
liquidation, dissolution or winding-up of the Corporation;  (f)            whether or not the shares of such series shall be subject
to the options of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to the
purchase or redemption of the shares of such series for retirement or to other corporate
purposes and the terms and provisions relative to the operation thereof;  (g)           whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of any other class, classes or
series, or other securities, whether or not issued by the Corporation, and if
so convertible or exchangeable, the price or prices or the rate or rates of
conversion or exchange and the method, if any, or adjusting same;  (h)           the limitation and restrictions, if any, to be effective
while any shares of such series are outstanding upon the payment of dividends
or the making of other distributions on, and upon the purchase, redemption or
other acquisition by the Corporation of, the Common Stock (as defined below) or
any other class or classes or stock of the Corporation ranking junior to the
shares of such series either as to dividends or upon liquidation, dissolution
or winding-up;  (i)            the conditions or restrictions, if any, upon the creation
of indebtedness of the Corporation or upon the issuance of any additional stock
(including additional shares of such series or of any other series or of any
other class) ranking on a parity with or prior to the shares of such series as
to dividends or distributions of assets upon liquidation, dissolution or winding-up;
and  (j)            any other preference and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, as shall not be inconsistent with law, this Article Fourth
or any resolution of the Board of Directors pursuant hereto.  2


In
connection with the above, a Certificate of Designation of Series B
Convertible Preferred stock filed on January 22, 1997 and a Certificate of
Designation of Series A Junior Participating Preferred Stock filed on June 16,
1999, are hereby confirmed.  B.            Common Stock  1.             The common stock of the Corporation
may be issued from time to time in any number of shares, provided that the
aggregate number of shares issued and not cancelled shall not exceed the total
number of shares of common stock hereinabove authorized (Common Stock).  2.             Unless expressly provided by the
Board of Directors of the Corporation in fixing the voting rights of any series
of Preferred Stock, the holders of the outstanding shares of Common Stock shall
exclusively possess all 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 such stock standing in his name on the books of
the Corporation.  3.             Subject to the prior rights of the
holders of Preferred Stock now or hereafter granted pursuant to Article Fourth,
the holders of Common Stock shall be entitled to receive, when and as declared
by the Board of Directors, out of funds legally available for that purpose,
dividends payable either in cash, stock or otherwise.  4.             In the event of any liquidation,
dissolution or winding-up of the Corporation either voluntary or involuntary
after payment shall be made in full to the holders of Preferred Stock of any
amounts to which they may be entitled, the holders of Common Stock shall be
entitled to the exclusion of the holders of Preferred Stock of any and all
series to share, ratably according to the number of shares of Common Stock held
by them, in all remaining assets of the Corporation available for distribution
to its stockholders.  5.             Each share of Common Stock
outstanding immediately prior to the filing of this Restated Certificate of
Incorporation shall, upon the filing of this Restated Certificate of
Incorporation, represent one half (1/2) share of Common Stock, such that the
20,485,077 shares of Common Stock outstanding immediately prior to the filing
of this Restated Certificate of Incorporation shall, upon the filing of this
Amended Certificate of Incorporation, be combined into 10,242,538 shares of
Common Stock. [Effected 8/24/99]  6.             Upon this Certificate of Amendment
becoming effective pursuant to the General Corporation Law of the State of
Delaware (the Effective Time) each one share of Common stock issued and
outstanding immediately prior to the Effective Time shall be reclassified into
and become 1.6610444 shares of Common Stock (the Forward Stock Split),
provided that no fractional shares of Common Stock shall be issued in
connection with the Forward Stock Split. 
In lieu of issuing any such fractional shares, shares representing the
aggregate of all fractional shares otherwise issuable to  3


the
holder of record of Common Stock shall be issued to the Corporations transfer
agent, as agent for the accounts of all holders of record otherwise entitled to
have a fraction of a share issued to them. 
The sale of such shares representing the aggregate of all such
fractional interests shall be effected by the transfer agent as soon as
practicable after the Effective Time on the basis of prevailing market prices
of the Common Stock at the time of sale. 
After such sale and upon the surrender of the stockholders stock
certificates, if any, the transfer agent shall pay to such holder of record
their share of the net proceeds derived form such sale in accordance with their
respective fractional interests.  Each
stock certificate that, immediately prior to the Effective Time, represented
shares of Common stock shall, from and after the Effective Time, automatically
and without the necessity of presenting the same for exchange, represent the
number of whole shares of Common Stock into which the shares of Common Stock
represented by such certificate shall have been reclassified pursuant to the
Forward Stock Split (as well as the right to receive cash in lieu of any
fractional shares of Common Stock as set forth above); provided, however, that
upon surrender of such certificate to the transfer agent, the holder shall
receive a new certificate representing the number of whole shares of Common
Stock into which the shares of Common Stock represented by such certificate
have been reclassified pursuant to the Forward Stock Split, as well as any cash
in lieu of fractional shares of Common Stock to which such holder may be
entitled pursuant to the immediately preceding paragraph. [Effected 9/26/03]  7.             Upon this Certificate of Amendment
becoming effective pursuant to the General Corporation Law of the State of
Delaware (the Effective Time) each share of Common Stock issued and
outstanding immediately prior the Effective Time shall be reclassified into and
become one-one-hundredths (1/100) of a share of Common Stock (the Reverse
Stock Split), provided that fractional shares that are greater than or equal
to one-half of one share of Common Stock shall be classified as one share of
Common Stock and fractional shares that are less than one-half of one share of Common
Stock shall not be issued in connection with the Reverse Stock Split. In lieu
of issuing any fractional shares that are less than one-half of one share of
Common Stock, shares representing the aggregate of all fractional shares less
than one-half of one share of Common Stock otherwise issuable to the holders of
record of Common Stock shall be issued to the Companys transfer agent, as
agent for the accounts of all holders of record otherwise entitled to have less
than one-half of one share issued to them. 
The sale of such shares representing the aggregate of all such
fractional interests shall be effected by the transfer agent as soon as
practicable after the Effective Time on the basis of prevailing market prices
of the Common Stock at the time of sale. 
After such sale and upon the surrender of the stockholders stock
certificates, if any, the transfer agent shall pay to such holder of record
their share of the net proceeds derived from such sale in accordance with their
respective fractional interests.  Each
stock certificate that, immediately prior to the Effective Time, representing
the shares of Common Stock shall, from and after the Effective Time,
automatically and without the necessity of presenting the same for exchange,
represent the number of  4


whole
shares of Common Stock into which the shares of Common Stock represented by
such certificate shall have been reclassified pursuant to the Reverse Stock
Split (as well as the right to receive cash in lieu of any fractional shares
that are less than one-half of one share of Common Stock as set forth above);
provided, however, that upon surrender of such certificate to the transfer
agent, the holder shall receive a new certificate representing the number of
whole shares of Common Stock into which the share of Common Stock represented
by such certificate have been reclassified pursuant to the Reverse Stock Split,
as well as any cash in lieu of fractional shares of Common Stock to which such
holder may be entitled pursuant to the immediately preceding paragraph.
[Effected 9/29/03]  FIFTH:  The Corporation is to have perpetual
existence.  SIXTH:  The private property of the stockholders
shall not be subject to the payment of the Corporations debts to any extent
whatever.  SEVENTH:  The following provisions are included for the
management of the business and for the conduct of the affairs of the
Corporation and for defining and regulating the powers of the Corporation and
its directors and stockholders and are in furtherance and not in limitation of
the powers conferred upon the Corporation by statute:  A.            1.             The
business and affairs of the Corporation shall be managed by or under the
direction of a Board of Directors consisting of such number of directors as is
determined from time to time by resolution adopted by affirmative vote of a
majority of the entire Board of Directors; provided, however, that in no event
shall the number of directors be less than three or more than nine.  Commencing with the first annual meeting of
stockholders following the 2003 annual meeting of stockholders, all directors
shall be of one class and shall be elected annually, and each director shall
hold office until the annual meeting of stockholders next following the annual
meeting at which the director was elected, and until his or her successor shall
be elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office as set forth herein.  Except as otherwise required by law, any
vacancy on the Board of Directors that results from an increase in the number
of directors and any other vacancy occurring in the Board of Directors shall be
filled only by a majority of the directors then in office, even if less than a quorum,
or by a sole remaining director.  2.             Any director, or the entire Board
of Directors, may be removed from office with or without cause by the
affirmative vote of not less than two-thirds (2/3) of the votes entitled to be
cast by the holders of all of the then outstanding shares of Voting Stock (as
defined in Article Ninth, Section C), voting together as one class,
provided, however, that if a proposal to remove a director is made by or on
behalf of an Interested Person (as defined in Article Ninth, Section C)
or a director who is not an Independent Director (as defined in Article Ninth,
Section C), then such removal shall also require the affirmative vote of
not less than two-thirds (2/3) of the votes entitled to be cast by the  5


holders
of all of the then outstanding shares of Voting Stock, voting together as one
class, excluding voting stock beneficially owned by such Interested Person.  3.             Notwithstanding the foregoing,
whenever the holders of any one or more classes or series of stock issued by
the Corporation shall have the right, voting separately by class or series, to
elect directors, the election, term of office, filling of vacancies and other
features of such directorship shall be governed by the terms of this
Certificate of Incorporation applicable thereto.  B.            In furtherance and not limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:  1.             To make, alter, amend or repeal the
By-Laws of the Corporation.  The holders
of shares of voting stock shall, to the extent such power is at the time
conferred on them by applicable law, also have the power to make, alter, amend
or repeal the By-Laws of the Corporation, provided that any proposal by or on
behalf of an Interested Person or a director who is not an Independent Director
to make, alter, amend or repeal the By-Laws shall require approval of the
affirmative vote described in Article Ninth, Section A, unless either
(a) such action has been approved by a majority of the Board of Directors
as constituted prior to such Interested Person first becoming an Interested
Person; or (b) prior to such Interested Person first becoming an
Interested Person, a majority of the Board of Directors shall have approved
such Interested Person becoming an Interested Person and, subsequently, a
majority of the Independent Directors has approved such action.  2.             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.  3.             By a majority of the whole Board of
Directors, to designate one or more committees, each committee to consist of
one or more of the directors of the Corporation.  The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.  The By-Laws may provide that in the absence
or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member.  Any such committee,
to the extent provided in the resolution of the Board of Directors, or in the
By-Laws of the Corporation, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to amending the Certificate of Incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors as provided in Article Fourth hereof, fix the  6


designations
and any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution to assets of the Corporation or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the Corporation or fix the number of shares of any series of stock or
authorize the increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporations
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the By-Laws of the
Corporation; and, unless the resolution or By-Laws expressly so provide, no
such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock or to adopt a certificate of ownership and
merger pursuant to Section 253 of the General Corporation Law of the State
of Delaware.  4.             When and as authorized by the
stockholders in accordance with statute, to sell, lease or exchange all or
substantially all of the property and assets of the Corporation, including its
goodwill and its corporate franchises, upon such terms and conditions and for
such consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as the Board of Directors shall deem expedient and for the
best interests of the Corporation.  5.             To the full extent permitted or not
prohibited by law, and without the consent of or other action by the
stockholders, to authorize or create mortgages, pledges or other liens or
encumbrances upon any or all of the assets, real, personal or mixed, and the
franchises of the Corporation, included after-acquired property, and to
exercise all of the powers of the Corporation in connection therewith.  C.            In addition to any other considerations which the Board
of Directors may lawfully take into account, in determining whether to take or
to refrain from taking corporate action on any matter, including proposing any
matter to the stockholders of the Corporation, the Board of Directors may take
into account the long-term as well as the short-term interests of the
Corporation and its stockholders (including the possibility that these
interests may be best served by the continued independence of the Corporation),
customers, employees and other constituencies of the Corporation and its
subsidiaries, including the effect upon communities in which the Corporation
and its subsidiaries do business.  In so
evaluating any such determination, the Board of Directors shall be deemed to be
performing their duties and acting in good faith and in the best interests of
the Corporation within the meaning of Section 145 of the General
Corporation Law of the State of Delaware, or any successor provision.  D.            Subject to the rights of holders of any class or series
of stock having a preference over the Common Stock as to dividends or upon
liquidation, dissolution or winding-up, nominations for the election of
directors may be made by the Board of Directors or by any stockholder entitled
to vote in the election of directors generally. However, any stockholder
entitled to vote in the election of directors generally may  7


nominate
one or more persons for election as directors at an annual meeting only
pursuant to the Corporations notice of such meeting or if written notice of
such stockholders intent to make such nomination or nominations has been
received by the Secretary of the Corporation not less than sixty nor more than
ninety days prior to the first anniversary of the preceding years annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than thirty (30) days or delayed by more than sixty
(60) days from such anniversary, notice by the stockholder to be timely must be
so received not earlier than the ninetieth day prior to such annual meeting and
not later than the close of business on the later of (1) the sixtieth day
prior to such annual meeting; or (2) the tenth day following the day on
which notice of the day of the annual meeting was mailed or public disclosure
thereof was made by the Corporation, whichever first occurs.  For purposes of calculating the first such
notice period following adoption of this Certificate of Incorporation, the
first anniversary of the 1999 annual meeting shall be deemed to be July 31,
2000.  Each such notice shall set
forth:  (a) the name and address of
the stockholder who intends to make the nomination and of the person or persons
to be nominated; (b) a representation that the stockholder is a holder of
record of stock of the Corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) relating to the nomination or
nominations; (d) the class and number of shares of the Corporation which are
beneficially owned by such stockholder and the person to be nominated as of the
date of such stockholders notice and by any other stockholders known by such
stockholder to be supporting such nominees as of the date of such stockholders
notice; (e) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and
(f) the consent of each nominee to serve as a director of the Corporation
if so elected as evidenced by the signature of such nominee.  In addition, in
the event the Corporation calls a special meeting of stockholders for the
purpose of electing one or more directors, any stockholder entitled to vote in
the election of directors generally may nominate one or more persons for
election as directors at a special meeting only pursuant to the Corporations
notice of meeting or if written notice of such stockholders intent to make
such nomination or nominations, setting forth the information and complying
with the form described in the immediately preceding paragraph, has been
received by the Secretary of the Corporation not earlier than the ninetieth day
prior to such special meeting and not later than the close of business on the
later of (i) the sixtieth day prior to such meeting; or (ii) the
tenth day following the day on which notice of the date of the special meeting
was mailed or public disclosure thereof was made by the Corporation whichever
comes first.  No person shall
be eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth in this Article Seventh, Section D.  The presiding officer of the meeting shall,
if the facts warrant, determine and declare to the meeting that nomination was
not made in accordance with the  8


procedures
prescribed by Article Eighth, Section D, and if he or she should so
determine, the defective nomination shall be disregarded.  Elections of
directors need not be by written ballot unless the By-Laws of the Corporation
shall so provide.  EIGHTH:  A.            Meetings of the stockholders may be held within or
without the State of Delaware, as the By-Laws may provide.  Any action required or permitted to be taken
by the stockholders of the Corporation must be effected at a duly called annual
or special meeting of such stockholders and shall not be effected by a consent
in writing by any such holders, unless the action is consented to in writing by
stockholders holding at least 80% in voting power of the outstanding shares of
capital stock of the Corporation entitled to vote on such matter.  Subject to the express rights of holders of any
class or series of stock having preference over the Common Stock as to
dividends or upon liquidation, dissolution or winding-up, special meetings of
the stockholders of the Corporation may be called only by the holders of a
majority of the outstanding shares of Common Stock or by a majority of the
Board of Directors.  Except as
otherwise required by law or by this Certificate of Incorporation, the holders
of not less than one-third (1/3) in voting power of the shares entitled to vote
at any meeting of stockholders, present in person or by proxy, shall constitute
a quorum, and the act of the holders of a majority in voting power of the
shares present in person or by proxy and entitled to vote on the subject matter
shall be deemed the act of the stockholders. 
If a quorum shall fail to attend any meeting, the presiding officer may
adjourn the meeting to another place, date or time.  If a notice of any adjourned special meeting
of stockholders is sent to all stockholders entitled to vote thereat, stating
that it will be held with one-quarter (1/4) in voting power of the shares
entitled to vote thereat constituting a quorum, then except as otherwise
required by law, one-quarter (1/4) in voting power of the shares entitled to
vote at such adjourned meeting, present in person or by proxy, shall constitute
a quorum, and, except as otherwise required by law or this Certificate of
Incorporation, all matters shall be determined by the holders of a majority in
voting power of the shares present in person or by proxy and entitled to vote
on the subject matter.  B.            At any meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before such
meeting.  To be properly brought before
an annual meeting, business must be (1) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors; (2) otherwise properly brought before the meeting by or at the
direction of the Board of Directors; or (3) otherwise properly brought
before the meeting by a stockholder.  For
business to be properly brought before an annual meeting by a stockholder, the
stockholders must have given timely notice thereof in writing to the Secretary
of the Corporation.  To be timely, a
stockholders notice must be received not less than sixty (60) days nor more
than ninety (90) days prior to the first anniversary of the preceding  9


years
annual meeting; provided, however, that in the event that the date of the
annual meeting is advanced by more than thirty (30) days or delayed by more
than sixty (60) days from such anniversary, notice by the stockholder to be
timely must be so received not earlier than the ninetieth day prior to such
annual meeting and not later than the close of business on the later of (1) the
sixtieth day prior to such annual meeting; or (2) the tenth day following
the date on which notice of the date of the annual meeting was mailed or public
disclosure thereof was made, whichever first occurs.  For purposes of calculating the first such
notice period following adoption of this Certificate of Incorporation, the
first anniversary of the 1999 annual meeting shall be July 31, 2000.  Each such notice shall set forth as to each
matter the stockholder proposes to bring before the annual meeting: (a) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the meeting; (b) the
name and address, as they appear on the Corporations books, of the stockholder
proposing such business; (c) the class, series and number of shares of the
Corporation which are beneficially owned by the stockholder; and (d) and
material interest of the stockholder in such business.  No business
shall be conducted at any meeting of the stockholders except in accordance with
the procedures set forth in Article Eighth, Section B.  The presiding officer of the meeting shall,
if the facts warrant, determine and declare to the meeting that business was
not properly brought before the meeting and in accordance with the provisions
of Article Eighth, Section B, and if he or she should so determine,
any such business not properly brought before the meeting shall not be
transacted.  Nothing herein shall be
deemed to affect the Corporations proxy statement pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (the Exchange Act) and Rule 14a-8
thereunder.  The books of the
Corporation may be kept 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.  NINTH:  A.            In addition to any affirmative vote required by law or
this Certificate of Incorporation or the By-Laws of the Corporation, and except
as otherwise expressly provided in Section B of this Article Ninth, a
Business Transaction (hereinafter defined) with, or proposed by or on behalf
of, any Interested Person (as hereinafter defined) or any Affiliate (as
hereinafter defined) of any Interested Person or any person who thereafter
would be an Affiliate of such Interested Person shall require approval of the
affirmative vote of not less than two-thirds (2/3) of the votes entitled to be
cast by holders of all the then outstanding Voting Stock, voting together as
one class, excluding Voting Stock beneficially owned by such Interested Person
in accordance with Section 203 of the General Corporation Law of the State
of Delaware.  Such affirmative vote shall
be required notwithstanding the fact that no vote may be required, or that a
lesser percentage may be specified, by law of in any agreement with any
national securities exchange or otherwise.  10


B.            The provisions of this Article Ninth, Section A,
shall not be applicable to any particular Business Transaction, and such
Business Transaction shall require only such affirmative note, if any, as is
required by law or by any other provision of this Certificate of Incorporation
or the By-Laws of the Corporation, or any agreement with any national securities
exchange, if either (1) the Business Transaction shall have been approved
by a majority of the Board of Directors as constituted prior to such Interested
Person first becoming an Interested Person or (2) prior to such Interested
Person first becoming an Interested Person, a majority of the Board of
Directors shall have approved such Interested Person becoming an Interested
Person and, subsequently, a majority of the Independent Directors (as
hereinafter defined) shall have approved the Business Transaction.  C.            The following definitions shall apply with respect to Article Tenth.  1.             The term Affiliate shall mean a
person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, a specified
person.  2.             A person shall be a Beneficial
Owner of any Capital Stock (a) which such person or any of its Affiliates
beneficially owns, directly or indirectly; (b) which such person or any of
its Affiliates has, directly or indirectly, (i) the right to acquire
(whether such right is exercisable immediately or subject, only to the passage
of time or the occurrence of one or more events), pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (ii) the right to
vote pursuant to any agreement, arrangement or understanding; provided,
however, that a person shall not be deemed the beneficial owner of any security
if the agreement, arrangement or understanding to vote such security arises
solely from a revocable proxy or consent solicitation made pursuant to and in
accordance with the Exchange Act, and is not also then reportable on Schedule
13D under the Exchange Act (or a comparable or successor report); or (c) which
is beneficially owned, directly or indirectly, by any other person with which
such person or any of its Affiliates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of any
shares of Capital Stock (except to the extent permitted by the proviso of
clause (b)(ii) above).  For the
purposes of determining whether a person is an Interested Person pursuant to
paragraph (7) of this Section C, the number of shares of Capital
Stock deemed to be outstanding shall include shares deemed beneficially owned
by such person through application of this paragraph (2) of Section C,
but shall not include any other shares of Capital Stock that may be issuable
pursuant to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.  3.             The term Business Transaction
shall mean any of the following transactions when entered into by the
Corporation or a subsidiary of the Corporation with, or upon a proposal by or
on behalf of, any Interested Person or any Affiliate of any Interested Person:  11


(a)           any merger or consolidation of the Corporation or any
subsidiary with (i) any Interested Person or (ii) any other
corporation which is, or after such merger or consolidation would be, an
Affiliate of an Interested Person;  (b)           any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions), except
proportionately as a stockholder of the Corporation, to or with the Interested
Person of assets of the Corporation (other than Capital Stock (as hereinafter
defined)) or of any subsidiary of the Corporation which assets have an
aggregate market value equal to ten percent (10%) or more of the aggregate
market value of all the outstanding stock of the Corporation;  (c)           any transaction that results in the issuance of shares or
the transfer of treasury shares by the Corporation or by any subsidiary of the
Corporation of any Capital Stock or any capital stock of such subsidiary to the
Interested Person, except (i) pursuant to the exercise, exchange or
conversion of securities exercisable for, exchangeable for or convertible into
stock of the Corporation or any such subsidiary which securities were
outstanding prior to the time that the Interested Person became such, (ii) pursuant
to a dividend or distribution paid or made, or the exercise, exchange or
conversion of securities exercisable for, exchangeable for or convertible into
stock of the Corporation or any such subsidiary which security is distributed,
pro rata to all holders of a class or series of stock of the Corporation
subsequent to the time the Interested Person became such, (iii) pursuant
to an exchange offer by the Corporation to purchase stock made on the same term
to all holders of said stock, (iv) any issuance of shares or transfer of
treasury shares of Capital Stock by the Corporation, provided, however, that in
the case of each of clauses (ii) through (iv) above there shall be no
increase or more than one percent (1%) in the Interested Persons proportionate
share of the Capital Stock of any class or series or of the Voting Stock or (v) pursuant
to a public offering or private placement by the Corporation to an
Institutional Investor;  (d)           any reclassification of securities, recapitalization or
other transaction involving the Corporation or any subsidiary of the
Corporation which has the effect, directly or indirectly, of (i) increasing
the proportionate share of the stock of any class or series, or securities
convertible into the stock of any class or series, of the Corporation or of any
such subsidiary which is owned by the Interested Person except as a result of
immaterial changes due to fractional share adjustments or as a result of any
purchase or redemption of any share of stock not caused, directly or
indirectly, by the interested Person or (ii) increasing the voting power,
whether or not then exercisable, of an Interested Person in any class or series
of stock of the Corporation or any subsidiary of the Corporation;  (e)           the adoption of any plan or proposal by or on behalf of an
Interested Person for the liquidation or dissolution of the Corporation; or  12


(f)            any receipt by the Interested Person of the benefit,
directly or indirectly (except proportionately as a stockholder of the
Corporation), of any loans, advances, guarantees, pledges, tax benefits or
other financial benefits (other than those expressly permitted in subparagraphs
(a) through (e) above provided by or through the Corporation or any
subsidiary.  4.             The term Capital Stock shall mean
all capital stock of the Corporation authorized to be issued from time to time
under Article Fourth of this Certificate of Incorporation.  5.             The term Independent Directors
shall mean the members of the Board of Directors who are not affiliates or
representatives of, or associated with, an Interested Person and who were
either directors of the Corporation prior to any person becoming an Interested
Person or were recommended for election or elected to succeed such directors by
a vote which includes the affirmative vote of a majority of the Independent
Directors.  6.             The term Institutional Investor
shall mean a person that (a) has acquired, or will acquire, all of its
securities of the Corporation in the ordinary course of its business and not
with the purpose nor with the effect of changing or influencing the control of
the Corporation, nor in connection with or as a participant in any transaction
having such purpose or effect, including any transaction subject to Section 13
of the Exchange Act and Rule 13d-3(b) thereunder, and (b) is a
registered broker dealer; a bank as defined in Section 3(a)(6) of the
Exchange Act; an insurance company as defined in, or an investment company
registered under, the Investment Company Act of 1940; an investment advisor
registered under the Investment Advisors Act of 1940; an employee benefit plan
or pension fund subject to the Employee Retirement Income Security Act of 1974
or an endowment fund; a parent holding company, provided that the aggregate
amount held directly by the parent and directly and indirectly by it
subsidiaries which are not persons specified in the foregoing subclauses of
this clause (b) does not exceed one percent (1%) of the securities of the
subject class; or a group provided that all the members are persons specified
in the foregoing subclauses of this clause (b).  7.             The term Interested Person shall
mean any person (other than the Corporation, any subsidiary, any
profit-sharing, employee stock ownership or other employee benefit plan of the
Corporation or any subsidiary or any trustee of or fiduciary with respect to
any such plan when acting in such capacity) who (a) is the beneficial
owner of Voting Stock representing ten percent (10%) or more of the votes
entitled to be cast by the holders of all of the then outstanding shares of
Voting Stock; or (b) has stated in a filing with any governmental agency
or press release or otherwise publicly disclosed a plan or intention to become
or consider becoming the beneficial owner of Voting Stock representing ten
percent (10%) or more of the votes entitled to be cast by the holders of all
then outstanding shares of Voting Stock and has not expressly abandoned such
plan, intention or consideration more than two years prior to the date in  13


question;
or (c) is an Affiliate of the Corporation and at any time within the
two-year period immediately prior to the date in question was the beneficial
owner of Voting stock representing ten percent (10%) or more of the votes
entitled to be cast by holders of all then outstanding shares of Voting Stock.  8.             The term person shall mean
individual, corporation, partnership, unincorporated association, trust or
other entity.  9.             The term subsidiary means any
company of which a majority of the voting securities are owned, directly or
indirectly, by the Corporation.  10.           The term Voting Stock shall mean
Capital Stock of any class or series entitled to vote in the election of
directors generally.  D.            A majority of the Independent Directors shall have the
power and duty to determine, on the basis of information known to them after
reasonable inquiry, for the purposes of (1) this Article Ninth, all
questions arising under Article Ninth including, without limitation (a) whether
a person is an Interested Person, (b) the number of shares of Capital
Stock or other securities beneficially owned by any person; and (c) whether
a person is an affiliate of another; and (2) this Certificate of
Incorporation, the question of whether a person is an Interested Person.  Any such determination made in good faith
shall be binding and conclusive on all parties.  E.             Nothing contained in this Article Ninth shall be
construed to relieve any Interested Person from any fiduciary obligation
imposed by law.  TENTH:  Whenever a compromise or arrangement is
proposed between the Corporation and its creditor 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 creditor or stockholder hereof or on
the application of any receive or receivers appointed for this corporation
under the provisions of Section 291 of Title 8 of the Delaware Code 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 Title 8 of the
Delaware Code 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 creditor or 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  consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the 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.  14


ELEVENTH:  The Corporation shall, to the fullest extent
permitted by the provisions of Section 145 of the General Corporation Law
of the State of Delaware, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any  other rights to which those indemnified may
be entitled under any By-Law, agreement, vote of stockholder or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.  The Board of
Directors of the Corporation may, in its discretion, authorize the Corporation
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liabilities asserted against him or incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
foregoing paragraph of this Article Eleventh.  TWELFTH:  No director of the Corporation shall be
personally liable to the Corporation or any stockholder of the Corporation for
monetary damages for breach of fiduciary duty as a director, provided that this
Article Twelfth shall not eliminate or limit the liability of a director (i) for
any breach of the directors duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under Section 174
of Title 8 of the Delaware Code, or (iv) for any transaction from which
the director derived an improper personal benefit.  No amendment to or repeal of this Article Twelfth
shall apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of
such director occurring prior to the effective date of such amendment or
repeal.  THIRTEENTH:  The Corporation reserves the right to amend,
alter, change or repeal any provisions 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.  15