NuVox, Inc. Form S-8 Amend. No. 1 Exhibit 4.3



Exhibit 4.3


CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF
NUVOX, INC.


It is hereby certified that:


        1.     
The name of the corporation (hereinafter called the "Corporation") is NuVox, Inc., a Delaware corporation.


        2.     
The certificate of incorporation  of the Corporation is hereby amended (as amended,  the  "Certificate of  Incorporation")  by
striking out Article Fourth thereof and by substituting in lieu of said Article the following new Article:

             
                    FOURTH:

A.        Classes and
Number of Shares.


             
          The  aggregate  number of shares of capital  stock which the  Corporation  is  authorized  to issue is  1,700,000,000
shares, consisting of:


             
          
(i)        900,000,000 shares of common stock, par value $.01 per share ("Common Stock"); and


             
          (ii)        800,000,000  shares
of  preferred  stock,  par  value  $.01 per  share  ("Preferred  Stock"),  of which (a)26,850,000  shares are  designated as
Series A Convertible  Preferred  Stock  ("Series A Preferred  Stock"),  (b) 3,125,000  shares are
 as Series A-1 Convertible  Preferred Stock ("Series A-1 Preferred Stock"),  (c) 30,430,612 shares are designated as Series B
Convertible  Preferred Stock ("Series B Preferred  Stock"),  (d) 5,374,481  shares are designated as Series C-1  Convertible
 Preferred Stock ("Series C-1 Preferred  Stock"),  (e) 15,786,710  shares are designated as Series C-2  Convertible  Preferred Stock
 ("Series C-2 Preferred  Stock"),  (f) 17,735,703  shares are designated as Series C-3 Convertible  Preferred  Stock
 ("Series C-3 Preferred  Stock"), (g) 155,000,000  shares are designated as Series D Convertible  Preferred  Stock
 ("Series D Preferred  Stock"),  (h) 80,550,000  shares are designated as Series E-1  Convertible  Preferred  Stock
  ("Series E-1 Preferred  Stock"),  (i) 12,500,000  shares are designated as Series  E-2  Convertible  Preferred  Stock
  ("Series  E-2  Preferred  Stock"),  (j)  133,284,618  shares are  designated  as Series E-3 Convertible  Preferred Stock
 ("Series E-3 Preferred Stock"),  (k) 16,486,756 shares are designated as Series E-4 Convertible  Preferred Stock
 ("Series E-4 Preferred  Stock"),  (l) 281,415  shares are  designated as Series E-5  Convertible  Preferred  Stock
("Series E-5 Preferred  Stock"),  (m) 681,793 shares are designated as Series E-6 Convertible  Preferred Stock ("Series E-6 Preferred  Stock")
,  (n) 5,180,000  shares are  designated as Series E-7  Convertible  Preferred  Stock ("Series E-7 Preferred  Stock"),
  (o) 663,599 shares are designated as Series E-8 Convertible  Preferred  Stock ("Series E-8 Preferred  Stock"),
  (p) 1,388,154  shares are designated as Series E-9  Convertible  Preferred  Stock  ("Series E-9 Preferred  Stock"),
  (q) 5,202,623  shares are  designated as Series E-10  Convertible Preferred  Stock  ("Series E-10  Preferred  Stock"),
  (r) 221,200  shares are  designated as Series E-11  Convertible  Preferred  Stock ("Series E-11 Preferred  Stock"),
  (s)  213,014,284  shares are designated as Series E-12  Convertible  Preferred  Stock ("Series E-12 Preferred Stock"
and together with the Series E-1 Preferred Stock,  Series E-2 Preferred Stock,  Series E-3 Preferred Stock, Series E-4
Preferred Stock,  Series E-5 Preferred  Stock,  Series E-6 Preferred  Stock,  Series E-7 Preferred  Stock,  Series E-8 Preferred Stock,
Series E-9 Preferred  Stock,  Series E-10 Preferred Stock and Series E-11 Preferred  Stock,  the "Series E Preferred  Stock"),
  and (t) 24,000,000 shares are designated as Series F-1 Convertible Preferred Stock ("Series F-1 Preferred Stock").


B.        Preemptive Rights.


             
          
Except as may otherwise be provided by agreement among  stockholders of the Corporation,  no stockholder of any class
of stock of the Corporation  shall have any preemptive right to acquire any additional  shares of stock of the Corporation of any class
or series or any security convertible into, or exercisable or exchangeable for, such stock.






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C.        Terms of
Preferred Stock.


             
          1.        Series A, Series  A-1,
  Series B, Series C-1,  Series C-2,  Series C-3,  Series D,  Series E and Series F-1 Preferred Stock.     
  The preferences and relative,  participating,  optional and other special rights of Series A Preferred Stock,  Series
A-1 Preferred Stock,  Series B Preferred Stock,  Series C-1 Preferred  Stock,  Series C-2 Preferred Stock,  Series C-3 Preferred Stock,
Series D Preferred Stock, each series of Series E Preferred Stock and Series F-1 Preferred Stock, and the  qualifications,  limitations
and restrictions thereof, are as follows:


(i)        Dividends.


             The holders of shares of the Series A Preferred  Stock,  Series A-1  Preferred  Stock,  Series B Preferred  Stock,  Series C-1
Preferred  Stock,  Series C-2 Preferred  Stock,  Series C-3 Preferred  Stock,  Series D Preferred  Stock,  Series E Preferred Stock and
Series F-1 Preferred  Stock shall not be entitled to receive any fixed dividends  thereon.  No dividends or other  distributions  shall
be made with respect to any such series of Preferred Stock unless equivalent  dividends or other  distributions are simultaneously made
on a pro rata basis to all  holders of each such  Series;  provided,  however,  that in the case of a  dividend  payable in  additional
shares of Preferred  Stock,  the holders of Series A Preferred Stock shall receive  additional  shares of Series A Preferred Stock, the
holders of Series  A-1  Preferred  Stock  shall  receive  additional  shares of Series A-1  Preferred  Stock,  the  holders of Series B
Preferred Stock shall receive  additional  shares of Series B Preferred  Stock, the holders of Series C-1 Preferred Stock shall receive
additional  shares of Series C-1 Preferred Stock, the holders of Series C-2 Preferred Stock shall receive  additional  shares of Series
C-2 Preferred  Stock,  the holders of Series C-3 Preferred Stock shall receive  additional  shares of Series C-3 Preferred  Stock,  the
holders of Series D Preferred Stock shall receive  additional shares of Series D  Preferred Stock, the holders of each series of Series
E Preferred  Stock shall receive  additional  shares of such series of Series E Preferred Stock and the holders of Series F-1 Preferred
Stock shall receive additional shares of Series F-1 Preferred Stock.


(ii)        
Redemption.


             
The shares of the Series A Preferred  Stock,  Series A-1  Preferred  Stock,  Series B Preferred  Stock,  Series C-1  Preferred
Stock,  Series C-2 Preferred  Stock,  Series C-3 Preferred  Stock,  Series D Preferred  Stock,  Series E Preferred Stock and Series F-1
Preferred  Stock shall not be redeemable at the election of the  Corporation  at any time except  pursuant to the terms of an agreement
between the  Corporation  and the holder or holders of any of such  shares.  No shares of any such series of  Preferred  Stock shall be
reacquired  for value by the  Corporation  other than (i) pursuant to a purchase  offer made on a pro rata basis to all holders of each
such series of Preferred  Stock or (ii) in connection  with any "cashless  exercise" or "net issue exercise" of a warrant in accordance
with the terms of any such warrant,  including,  without  limitation,  any of those  "Series D Warrants" (as defined in the  Securities
Purchase Agreement) or "Series E Warrants" (as defined in the Securities  Purchase Agreement) of the Corporation,  in each case, issued
pursuant to the Securities Purchase Agreement (the "Securities  Purchase  Agreement") under which the Corporation's  Series D Preferred
Stock was originally issued.

(iii)        
Liquidation Rights.


             
(a)        Series D Preferred  Stock.     
 In the event of any  liquidation,  dissolution or winding up of the  Corporation,  whether
voluntary or involuntary,  the holders of shares of the Series D Preferred Stock shall be entitled to receive,  prior and in preference
to any  distribution  of any of the assets or surplus funds of the  Corporation  to the holders of the Common Stock,  to the holders of
the Series A Preferred Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock,  Series C-1 Preferred Stock, Series C-2 Preferred
Stock,  Series C-3 Preferred Stock,  Series E Preferred Stock or Series F-1 Preferred Stock or to the holders of any other stock of the
Corporation  ranking junior to the shares of Series D  Preferred Stock, by reason of their ownership  thereof,  distributions  equal to
the greater of (i) an amount  equal to the sum of (x) the amount (as  adjusted  for any stock  dividends,  combinations  or splits with
respect  to such  shares) of $3.00 per share  then held by them,  plus (y) an amount  equal to a  preferred  return,  for each share of
Series D Preferred  Stock,  of eight percent (8%) per annum on an amount (as adjusted for any stock  dividends,  combinations or splits
with  respect to such  shares) of $1.50 per share,  with such return to begin  accruing as of the date of issuance of any such share or
(ii) the amount such holder of Series D Preferred  Stock would have  received as a holder of shares of Common Stock  issuable  upon the
conversion of such Series D Preferred Stock  immediately prior to such  liquidation,  dissolution or winding up of the Corporation.  If
upon the occurrence of such an event,  the assets and funds thus  distributed  among the holders of the Series D Preferred  Stock shall
be insufficient to permit the payment to such holders of the full aforesaid  preferential  amount,  then the entire assets and funds of
the  Corporation  legally  available for  distribution  shall be distributed  ratably among the holders of Series D Preferred  Stock in
proportion to the full preferential amount each such holder is otherwise entitled to receive.






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(b)        Series E Preferred  Stock.    In the event of any  liquidation,
  dissolution or winding up of the  Corporation,  whether voluntary  or  involuntary,  the  holders of shares of the Series E Preferred  Stock  shall be entitled to receive,  in parity with the
holders of Series F-1 Preferred Stock,  after the distribution of the full  preferential  amount to holders of Series D Preferred Stock
provided  for in  paragraph  (a) of this  Section  C.1(iii) but prior and in  preference  to any  distribution  of any of the assets or
surplus  funds of the  Corporation  to the holders of the Common Stock or to holders of the  Corporation's  Series A  Preferred  Stock,
Series A-1  Preferred Stock,  Series B Preferred Stock,  Series C-1 Preferred Stock, Series C-2 Preferred Stock or Series C-3 Preferred
Stock or any other stock of the  Corporation  ranking junior to the shares of Series E Preferred  Stock or Series F-1 Preferred  Stock,
by reason of their  ownership  thereof,  distributions  equal to the  greater  of (i) an amount  equal to the sum of (x) the amount (as
adjusted for any stock  dividends,  combinations or splits with respect to such shares) of $1.18 per share for each share of Series E-1
Preferred Stock, $1.14 per share for each share of Series E-2  Preferred Stock, $1.08 per share for each share of Series E-3  Preferred
Stock,  $1.00 per share for each share of Series E-4  Preferred  Stock,  $0.92 per share for each share of Series E-5  Preferred Stock,
$0.90 per share for each share of Series E-6  Preferred Stock, $0.50 per share for each share of Series E-7  Preferred Stock, $0.30 per
share for each share of Series E-8  Preferred Stock, $0.13 per share for each share of Series E-9  Preferred Stock, $0.11 per share for
each share of Series E-10  Preferred  Stock,  $0.0045 per share for each share of Series E-11  Preferred  Stock and $1.08 per share for
each share of  Series E-12  Preferred  Stock  (each,  a "Series E Initial  Amount")  then held by them,  plus (y) an amount  equal to a
preferred  return,  for each share of such series of Series E  Preferred  Stock,  on the  respective  Series E Initial  Amount of eight
percent (8%) per annum,  with such return to begin  accruing as of the Original  Issue Date (as defined  under  paragraph  (d)(I)(2) of
Section  C.1(iv)  below),  or (ii) the amount such holder of such series of Series E Preferred Stock would have received as a holder of
shares of  Common  Stock  issuable  upon the  conversion  of such  Series E  Preferred  Stock  immediately  prior to such  liquidation,
dissolution  or  winding up of the  Corporation.  If upon the  occurrence  of such an event,  following  the  distribution  of the full
preferential  amounts to holders of Series D Preferred  Stock  provided for in paragraph (a) of this Section  C.1(iii),  the assets and
funds thus  distributed  among the holders of Series F-1 Preferred  Stock and the various  series of Series E Preferred  Stock shall be
insufficient to permit the payment to such holders of the full aforesaid  preferential  amount,  then the remaining assets and funds of
the Corporation  legally  available for distribution  shall be distributed  ratably among the holders of the Series F-1 Preferred Stock
and the  various  series of Series E Preferred  Stock in  proportion  to the full  preferential  amount  each such holder is  otherwise
entitled to receive.


             
(c)        Series F-1 Preferred  Stock.   In the event of any liquidation,
  dissolution or winding up of the Corporation,  whether voluntary  or  involuntary,  the holders of shares of Series F-1  Preferred  Stock
 shall be  entitled  to receive,  in parity with the holders of the  various  series of Series E Preferred  Stock,  after the  distribution  of the full  preferential  amount to holders of
Series D Preferred  Stock provided for in paragraph (a) of this Section  C.1(iii),  but prior and in preference to any  distribution of
any of the assets or surplus funds of the  Corporation to the holders of the Common Stock or to holders of the  Corporation's  Series A
Preferred Stock,  Series A-1  Preferred  Stock,  Series B Preferred  Stock,  Series C-1 Preferred Stock,  Series C-2 Preferred Stock or
Series C-3 Preferred  Stock or any other stock of the  Corporation  ranking junior to the shares of Series E Preferred  Stock or Series
F-1 Preferred  Stock, by reason of their  ownership  thereof,  distributions  equal to the greater of (i) an amount equal to the sum of
(x) the amount (as adjusted for any stock  dividends,  combinations  or splits with respect to such shares) of $0.59 per share for each
share of Series F-1 Preferred Stock (the "Series F-1 Initial Amount"),  plus (y) an amount equal to a preferred return,
 for each share of Series F-1 Preferred  Stock, on the Series F-1 Initial Amount,  of eight percent (8%) per annum,  with such return to begin accruing
as of the date of issuance of any such share,  or (ii) the amount such holder of Series F-1  Preferred  Stock would have  received as a
holder  of shares of  Common  Stock  issuable  upon the  conversion  of such  Series  F-1  Preferred  Stock  immediately  prior to such
liquidation,  dissolution or winding up of the  Corporation.  If upon the occurrence of such an event,  following the  distribution  of
the full  preferential  amounts to holders of Series D Preferred  Stock  provided for in paragraph  (a) of this Section  C.1(iii),  the
assets and funds thus  distributed  among the holders of the Series F-1  Preferred  Stock and the various  series of Series E Preferred
Stock shall be  insufficient  to permit the payment to such  holders of the full  aforesaid  preferential  amount,  then the  remaining
assets and funds of the Corporation  legally  available for distribution  shall be distributed  ratably among the holders of the Series
F-1 Preferred Stock and the various series of Series E Preferred Stock in proportion to the full  preferential  amount each such holder
is otherwise entitled to receive.






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(d)        Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock,
 Series C-1  Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred  Stock.   
  In the event of any  liquidation,  dissolution or winding up of the  Corporation,
whether  voluntary  or  involuntary,  the holders of shares of the Series A  Preferred  Stock,  Series A-1  Preferred  Stock,  Series B
Preferred Stock,  Series C-1 Preferred  Stock,  Series C-2 Preferred Stock and Series C-3 Preferred Stock shall be entitled to receive,
after the distribution of the full  preferential  amounts to holders of Series D Preferred  Stock,  Series E Preferred Stock and Series
F-1  Preferred  Stock  provided for in  paragraphs  (a),  (b) and (c) of this  Section  C.1(iii),  but prior and in  preference  to any
distribution  of any of the assets or surplus  funds of the  Corporation  to the holders of the Common  Stock or any other stock of the
Corporation  ranking junior to the shares of such series of Preferred Stock, by reason of their ownership thereof,  distributions equal
to the greater of (i) an amount equal to the sum of (x) the amount (as adjusted for any stock  dividends,  combinations  or splits with
respect to such  shares) of $3.00 per share for each share of Series A  Preferred  Stock,  $4.00 per share for each share of Series A-1
Preferred Stock,  $7.00 per share for each share of Series B  Preferred  Stock,  $2.17 per share for each share of Series C-1 Preferred
Stock,  $3.39 per share for each share of Series C-2 Preferred  Stock and $3.84 per share for each share of Series C-3 Preferred  Stock
(each,  an  "Initial  Amount")  then held by them,  plus (y) an amount  equal to a preferred  return,  for each share of such series of
Preferred  Stock, on the respective  Initial Amount of eight percent (8%) per annum,  with such return to begin accruing as of the date
of issuance of any such share,  or (ii) the amount such holders of Preferred  Stock would have  received as holders of shares of Common
Stock issuable upon the conversion of such Preferred  Stock  immediately  prior to such  liquidation,  dissolution or winding up of the
Corporation.  If upon the  occurrence  of such an event,  following the  distribution  of the full  preferential  amounts to holders of
Series D Preferred  Stock,  Series E Preferred Stock and Series F-1 Preferred Stock provided for in paragraphs (a), (b) and (c) of this
Section  C.1(iii),  the assets and funds thus  distributed  among the holders of the Series A  Preferred  Stock,  Series A-1  Preferred
Stock,  Series B Preferred  Stock,  Series C-1  Preferred  Stock,  Series C-2 Preferred  Stock and Series C-3 Preferred  Stock shall be
insufficient to permit the payment to such holders of the full aforesaid  preferential  amount,  then the remaining assets and funds of
the Corporation  legally  available for  distribution  shall be distributed  ratably among the holders of the Series A Preferred Stock,
Series A-1 Preferred Stock,  Series B Preferred Stock,  Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred
Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive.


             
(e)        After the payment to the holders of shares of the Series A  Preferred  Stock,  Series A-1 Preferred  Stock,  Series B
Preferred Stock,  Series C-1 Preferred Stock,  Series C-2 Preferred Stock, Series C-3 Preferred Stock, Series D Preferred Stock, Series
E Preferred Stock and Series F-1 Preferred Stock of the full preferential  amounts provided for in paragraphs (a),  (b), (c) and (d) of
this Section C.1(iii),  the holders of shares of the Series A  Preferred Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock,
Series C-1 Preferred Stock,  Series C-2 Preferred  Stock,  Series C-3 Preferred  Stock,  Series D Preferred  Stock,  Series E Preferred
Stock and Series F-1 Preferred  Stock as such shall have no right or claim to the  remaining  assets and funds of the  Corporation,  if
any.


             
(f)        For purposes of this Article Fourth of the Certificate of  Incorporation,  (1) any  acquisition of the Corporation by
means of merger or other form of corporate  reorganization in which 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 mere
reincorporation  transaction)  or (2) any sale or other  disposition of all or  substantially  all of the assets of the  Corporation or
sale or other  disposition of all the outstanding stock of the Corporation,  shall be treated as a liquidation,  dissolution or winding
up of the  Corporation  and shall  entitle the holders of Series A Preferred  Stock,  Series A-1  Preferred  Stock,  Series B Preferred
Stock,  Series C-1 Preferred  Stock,  Series C-2  Preferred  Stock,  Series C-3 Preferred  Stock,  Series D Preferred  Stock,  Series E
Preferred Stock and Series F-1 Preferred Stock to receive at the closing in cash,  securities or other property  (valued as provided in
paragraph (g) of this Section C.1(iii)) amounts as specified in paragraphs (a), (b), (c) and (d) of this Section C.1(iii).


             
(g)        Whenever the  distribution  provided for in this Section  C.1(iii)  shall be payable in securities or property  other
than cash,  the value of such  distribution  shall be the fair market value of such  securities or other property as determined in good
faith by the Board of Directors.


(iv)        Conversion.   
 The holders of the Series A Preferred Stock,
Series A-1 Preferred Stock, Series B Preferred Stock, Series C-1 Preferred
Stock, Series C-2 Preferred Stock, Series C-3 Preferred Stock, Series D
Preferred Stock, Series E Preferred Stock and Series F-1 Preferred Stock shall
have conversion rights as follows: 






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(a)        Right to Convert.   
Each share of Series A Preferred  Stock,  Series A-1 Preferred  Stock,  Series B Preferred  Stock,
Series C-1 Preferred Stock,  Series C-2 Preferred  Stock,  Series C-3 Preferred  Stock,  Series D Preferred  Stock,  Series E Preferred
Stock and Series F-1  Preferred  Stock shall be  convertible,  in whole or in part,  at the option of the holder  thereof,  at any time
after the date of issuance of such share at the office of the  Corporation  or any transfer  agent for such stock,  into such number of
fully paid and  nonassessable  shares of Common Stock as is  determined by dividing (x) (i) $3.00,  with respect to Series A  Preferred
Stock, (ii) $4.00, with respect to the Series A-1  Preferred Stock,  (iii) $7.00, with respect to Series B Preferred Stock, (iv) $2.17,
with respect to Series C-1 Preferred Stock, (v) $3.39,  with respect to Series C-2 Preferred Stock,  (vi) $3.84, with respect to Series
C-3  Preferred  Stock,  (vii)  $1.50,  with respect to the  Series D  Preferred  Stock,  (viii)  $1.00,  with respect to the Series E-1
Preferred Stock,  Series E-2 Preferred Stock,  Series E-3 Preferred Stock,  Series E-4 Preferred Stock and Series E-12 Preferred Stock,
(ix) the Series E Initial  Amount  applicable  to the Series E-5 Preferred  Stock,  Series E-6  Preferred  Stock,  Series E-7 Preferred
Stock,  Series E-8 Preferred  Stock,  Series E-9 Preferred  Stock,  Series E-10 Preferred Stock or Series E-11 Preferred  Stock, as the
case may be, with  respect to each such series of Series E Preferred  Stock,  and (x) $0.59,  with  respect to each share of Series F-1
Preferred  Stock (in each  case,  as  appropriately  adjusted  for any stock  dividends,  combinations  or splits  with  respect to the
outstanding  Preferred Stock), by (y) the Conversion Price applicable to such share,  determined as hereinafter  provided, in effect on
the date the  certificate is surrendered for conversion in accordance  with paragraph (c) of this Section  C.1(iv).  The price at which
shares of Common Stock shall be deliverable  upon  conversion of shares of the Series A Preferred  Stock,  Series A-1 Preferred  Stock,
Series B Preferred Stock,  Series C-1 Preferred  Stock,  Series C-2 Preferred  Stock,  Series C-3 Preferred  Stock,  Series D Preferred
Stock,  Series E-1 through Series E-4 and Series E-12 Preferred  Stock,  Series E-5 through Series E-11 Preferred Stock, and Series F-1
Preferred  Stock (each, a "Conversion  Price") shall  initially be (i) $3.00,  (ii) $4.00,  (iii) $7.00,  (iv) $2.17,  (v) $3.39,
 (vi) $3.84,  (vii) $1.50,  (viii) $1.00,  (ix) the Series E Initial  Amount  applicable to the shares of the  applicable  series of Series E
Preferred  Stock and (x)  $0.59,  respectively,  per share of  Common  Stock.  Such  initial  Conversion  Price  shall be  adjusted  as
hereinafter  provided.  Immediately  following and taking into account the  consummation  of the purchase and sale of all of the shares
of Series D  Preferred  Stock,  Series D  Warrants  and  Series E Warrants  contemplated  by the  Securities  Purchase  Agreement,  the
Conversion Price for the Series A Preferred Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock,  Series C-1 Preferred Stock,
Series C-2 Preferred  Stock and Series C-3 Preferred  Stock shall be: (i) $1.04,  (ii) $1.30,  (iii) $2.05,  (iv) $0.84,  (v) $1.14 and
(vi) $1.26, respectively, per share of Common Stock.


             
(b)        Automatic  Conversion.   Subject to the proviso hereto,  each share of Series A Preferred Stock,  Series A-1 Preferred
Stock,  Series B Preferred  Stock,  Series C-1 Preferred  Stock,  Series C-2 Preferred  Stock,  Series C-3  Preferred  Stock,  Series D
Preferred Stock,  Series E Preferred Stock and Series F-1 Preferred Stock shall  automatically be converted into shares of Common Stock
at the  then-effective  Conversion  Price  upon  the  closing  of the sale of the  Corporation's  Common  Stock  in a firm  commitment,
underwritten  public  offering  registered  under  the  Securities  Act of 1933,  as  amended  (the  "Securities  Act"),
  other  than a registration  relating  solely to a transaction  under Rule 145 under the Securities  Act (or any successor  thereto) or to an employee
benefit plan of the  Corporation,  at a public  offering price (prior to  underwriters'  discounts and expenses)  equal to or exceeding
$1.00 per share of Common Stock (as adjusted for any stock  dividends,  combinations  or splits with respect to the Common  Stock),  in
which the aggregate proceeds to the Corporation  and/or any selling  stockholders  (prior to underwriters'  discounts and expenses) are
at least $50,000,000;  provided,  that if such public offering price in such offering shall be less than $3.00 per share, the number of
shares of Common Stock to be issued on such  conversion of shares of Series D Preferred  Stock under this paragraph (b) pursuant to the
then in effect  Conversion  Price shall be increased by  multiplying  such number by a fraction,  the numerator of which shall be $3.00
and the denominator of which shall be such public offering price per share.


             
(c)        Mechanics of Conversion.


             
             (I)        
Before any holder of Series A Preferred Stock,  Series A-1 Preferred Stock, Series B Preferred Stock, Series
C-1 Preferred Stock,  Series C-2 Preferred Stock,  Series C-3 Preferred  Stock,  Series D Preferred Stock,  Series E Preferred Stock or
Series F-1  Preferred  Stock shall be entitled to convert the any of such shares into shares of Common Stock  pursuant to paragraph (a)
of this Section  C.1(iv),  such holder shall surrender the certificate or certificates  evidencing such shares,  duly endorsed,  at the
office of the  Corporation or of any transfer agent for such stock,  and shall give written notice to the Corporation at such office of
the number of shares that such holder  elects to so convert and shall state  therein the name or names in which such holder  wishes the
certificate or  certificates  for such shares of Common Stock to be issued.  The Corporation  shall, as soon as practicable  thereafter
(but in any event  within 20 business  days  thereafter),  issue and deliver to such  holder of Series A  Preferred  Stock,  Series A-1
Preferred Stock,  Series B Preferred Stock,  Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series C-3 Preferred Stock, Series
D Preferred  Stock,  Series E Preferred Stock or Series F-1 Preferred  Stock, as the case may be, a certificate or certificates for the
number of  shares of Common  Stock to which  such  holder  shall be  entitled  as  aforesaid  and,  if  applicable,  a  certificate  or
certificates  representing any such shares of any such Preferred Stock that are not being so converted (but were otherwise  represented
by a  certificate  that  included  shares  that  were  being so  converted).  Any such  conversion  shall be  deemed  to have been made
immediately  prior to the close of business on the date of  surrender of the  certificate  or  certificates  for the shares of Series A
Preferred Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series
C-3 Preferred  Stock,  Series D Preferred  Stock,  Series E Preferred  Stock or Series F-1 Preferred  Stock,  as the case may be, 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 on such date.






5



             
             (II)        
In the event of an automatic  conversion  pursuant to paragraph (b) of this Section C.1(iv),  the conversion
may, at the option of any holder tendering shares of Series A Preferred  Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock,
Series C-1 Preferred Stock,  Series C-2 Preferred Stock,  Series C-3 Preferred Stock,  Series D Preferred Stock, any series of Series E
Preferred  Stock or Series F-1 Preferred  Stock for conversion,  be conditioned  upon the closing with the  underwriters of the sale of
securities  pursuant to such offering,  in which event the person(s) entitled to receive the Common Stock upon conversion of the Series
A Preferred Stock,  Series A-1 Preferred  Stock,  Series B Preferred  Stock,  Series C-1 Preferred  Stock,  Series C-2 Preferred Stock,
Series C-3 Preferred  Stock,  Series D Preferred  Stock, any series of Series E Preferred Stock or Series F-1 Preferred Stock shall not
be deemed to have  converted  such series of Preferred  Stock until  immediately  prior to the closing of such sale of  securities.  No
holder of shares of Series A Preferred  Stock,  Series A-1 Preferred  Stock,  Series B Preferred  Stock,  Series C-1  Preferred  Stock,
Series C-2 Preferred  Stock,  Series C-3 Preferred  Stock,  Series D Preferred  Stock, any series of Series E Preferred Stock or Series
F-1  Preferred  Stock shall receive  certificates  for shares of Common Stock upon such  conversion  unless and until such holder shall
surrender the certificate or certificates  therefor,  duly endorsed, at the office of the Corporation or of any transfer agent for such
stock and shall give  written  direction  to the  Corporation  of the name or names in which such  holder  wishes  the  certificate  or
certificates  for such  shares of Common  Stock to be  issued.  Until  surrendered  as  provided  above,  each  certificate  previously
representing  shares of Preferred  Stock shall be deemed for all  corporate  purposes to represent the number of shares of Common Stock
resulting from such automatic conversion.


             
(d)        Adjustments to Conversion Price for Certain Diluting Issues.


             
             (I)        
Special  Definitions.    For purposes of  paragraph (d)  of this Section  C.1(iv),  the following  definitions
apply:


             
                         
(1)        
"Options" shall mean rights,  options and warrants to subscribe for,  purchase or otherwise acquire
Common Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series
C-1 Preferred Stock, Series C-2 Preferred Stock, Series C-3 Preferred Stock,
Series D Preferred Stock , Series E Preferred Stock or Series F-1 Preferred
Stock or Convertible Securities (defined below). 


             
                         
(2)        "Original Issue Date" shall mean:


             
                         
             
(A)     for Series A  Preferred  Stock,  Series A-1  Preferred  Stock,  Series B  Preferred  Stock,
Series D Preferred Stock
(except as provided below in (B)) or Series F-1 Preferred Stock, the first date
on which a share of any such series was first issued by the Corporation; or 


             
                         
             
(B)     for shares of Series D Preferred  Stock  issued on exercise of the  Corporation's  Series D
Warrants, the date on which the applicable Series D Warrant was issued; or


             
                         
             
(C)      for shares of the various series of Series E Preferred Stock, September 1, 2001; or



             
                         
             
(D)      for Series C-1 Preferred Stock, Series C-2 Preferred Stock or Series C-3
Preferred Stock, September 1, 2000.


             
                         
(3)        "Convertible  Securities"  shall mean any  evidences  of  indebtedness,  shares  (other than Common
Stock, Series A Preferred
Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C-1
Preferred Stock, Series C-2 Preferred Stock, Series C-3 Preferred Stock, Series
D Preferred Stock, Series E Preferred Stock and Series F-1 Preferred Stock) or
other securities convertible into or exchangeable for Common Stock. 


             
                         
(4)        "Additional  Shares of Common Stock"
 shall mean all shares of Common Stock issued (or,  pursuant to
subparagraph (d)(III) of
this Section C.1(iv), deemed to be issued) by the Corporation after the Original
Issue Date, other than shares of Common Stock issued or issuable in any of the
following transactions; 


             
                         
             
(A)      upon conversion of shares of Series A Preferred Stock,  Series A-1 Preferred Stock,  Series
B Preferred Stock, Series
C-1 Preferred Stock, Series C-2 Preferred Stock, Series C-3 Preferred Stock,
Series D Preferred Stock, any series of Series E Preferred Stock or Series F-1
Preferred Stock; 


             
                         
             
(B)      to officers,  directors or employees  of, or  consultants  or advisers to, the  Corporation
pursuant to stock option or
stock purchase plans, warrants or agreements on terms from time to time approved
by the Corporation’s Board of Directors (the “Board of
Directors”) (including, without limitation, shares of Common Stock
issued or issuable pursuant to stock options or warrants assumed in connection
with acquisitions described in clause (E) below); 


             
                         
             
(C)      upon the  issuance or exercise of the  warrants  issued or to be issued  under and pursuant
to the terms of an Agreement and Plan of Merger by and among the  Corporation,  Triangle  Acquisition,  Inc. and State  Communications,
Inc.,  dated as of June 9, 2000,  including,  without  limitation,  the warrants  referred to therein as the "$6.00  Warrants"  and the
"$10.25  Warrants" and the warrants to purchase Common Stock issued pursuant thereto with initial  exercise prices of $1.81,  $2.03 and
$3.50;



6


             
                         
             
(D)      as a  dividend  or  distribution  on the Series A  Preferred  Stock,  Series A-1  Preferred
Stock, Series B Preferred
Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series C-3
Preferred Stock, Series D Preferred Stock, any series of Series E Preferred
Stock or Series F-1 Preferred Stock; 


             
                         
             
(E)      in connection with acquisitions from time to time approved by the Board of Directors;


             
                         
             
(F)      upon the  issuance or exercise  of the Series D Warrants  issued or to be issued  under and
pursuant to the terms of the Securities Purchase Agreement;


             
                         
             
(G)      upon the  issuance or exercise  of the Series E Warrants  issued or to be issued  under and
pursuant to the terms of the Securities Purchase Agreement;


             
                         
             
(H)      upon the  issuance or  exercise of the  Founders'  Warrants  (as defined in the  Securities
Purchase Agreement); and


             
                         
             
(I)      for  which  adjustment  of the  Conversion  Price  is made  pursuant  to  paragraph (e)  or
paragraph (f) of this Section C.1(iv).



             
             (II)        
No Adjustment of  Conversion  Price.   Any provision of this  Certificate  of  Incorporation  to the contrary
notwithstanding,  no adjustment in any Conversion  Price shall be made in respect of the issuance of Additional  Shares of Common Stock
unless the  consideration  per share  (determined  pursuant to subparagraph  (d)(V) of this Section C.1(iv)) for an Additional Share of
Common Stock issued or deemed to be issued by the Corporation is less than such applicable  Conversion  Price in effect on the date of,
and immediately prior to, such issue.


             
             (III)        
Deemed Issue of Additional  Shares of Common Stock.     In the event the  Corporation  at any time or from time to
time after the Original Issue Date shall issue any Options or Convertible  Securities or shall fix a record date for the  determination
of holders of any class of securities then entitled to receive any such Options or Convertible  Securities,  then the maximum number of
shares (as set forth in the  instrument  relating  thereto  without  regard to any  provisions  contained  therein  designed to protect
against  dilution) of Common Stock  issuable upon the exercise of such Options or, in the case of  Convertible  Securities  and Options
for Convertible  Securities,  the conversion or exchange of such  Convertible  Securities,  shall be deemed to be Additional  Shares of
Common Stock  issued as of the time of such issue or, in case such a record date shall have been fixed,  as of the close of business on
such record date, provided that in any such case in which Additional Shares of Common Stock are deemed to be issued:


             
                         
(1)        no further  adjustments in the applicable  Conversion Price shall be made upon the subsequent issue
of such Convertible
Securities where an adjustment to the Conversion Price had been made on the
record date, or shares of Common Stock upon the exercise of such Options or
conversion or exchange of such Convertible Securities, in each case where an
adjustment to the Conversion Price had been made on the record date or issue
date; 


             
                         
(2)        if such  Options or  Convertible  Securities  by their terms  provide,  with the passage of time or
otherwise, for any increase
or decrease in the consideration payable to the Corporation, or decrease or
increase in the number of shares of Common Stock issuable, upon the exercise,
conversion or exchange thereof, the applicable Conversion Price computed upon
the original issue thereof (or upon the occurrence of a record date with respect
thereto), and any subsequent adjustments based thereon, shall, upon any such
increase or decrease becoming effective, be recomputed to reflect such increase
or decrease insofar as it affects such Options or the rights of conversion or
exchange under such Convertible Securities (provided, however, that no such
adjustment of the applicable Conversion Price shall affect Common Stock
previously issued upon conversion of the Series A Preferred Stock, Series A-1
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series
C-2 Preferred Stock, Series C-3 Preferred Stock, Series D Preferred Stock, any
series of Series E Preferred Stock or Series F-1 Preferred Stock); 


             
                         
(3)        upon the  expiration  of any such  Options  or any  rights of  conversion  or  exchange  under such
Convertible Securities
which shall not have been exercised, the applicable Conversion Price computed
upon the original issuance thereof (or upon the occurrence of a record date with
respect thereto), and any subsequent adjustments based thereon, shall, upon such
expiration, be recomputed as if: 


             
                         
             
(A)     
in the case of  Convertible  Securities  or Options for Common Stock,  the only  Additional
Shares of Common Stock
issued were the shares of Common Stock, if any, actually issued upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities and the consideration received therefor was the consideration
actually received by the Corporation for the issue of all such Options, whether
or not exercised, plus the consideration actually received by the Corporation
upon such exercise or for the issue of all such Convertible Securities which
were actually converted or exchanged, plus the additional consideration, if any,
actually received by the Corporation upon such conversion or exchange, and 




7



             
                         
             
(B)     
in the case of Options for  Convertible  Securities,  only the Convertible  Securities,  if
any, actually issued upon
the exercise thereof were issued at the time of issue of such Options, and the
consideration received by the Corporation for the Additional Shares of Common
Stock deemed to have been then issued was the consideration actually received by
the Corporation for the issue of all such Options, whether or not exercised,
plus the consideration deemed to have been received by the Corporation
(determined pursuant to subparagraph (d)(V) of this Section C.1(iv)) upon the
issue of the Convertible Securities with respect to which such Options were
actually exercised; 


             
                         
(4)        
no  readjustment  pursuant  to clause  (2) or (3) above  shall have the  effect of  increasing  the
applicable Conversion Price
to an amount which exceeds the lower of (a) the applicable Conversion Price
on the original adjustment date, or (b) the applicable Conversion Price
that would have resulted from any issuance of Additional Shares of Common Stock,
other than those Additional Shares of Common Stock causing such readjustment,
between the original adjustment date and such readjustment date; 


             
                         
(5)        
in the case of any  Options  which  expire by their  terms not more than 30 days  after the date of
issue thereof, no
adjustment of the applicable Conversion Price shall be made until the expiration
or exercise of all such Options, whereupon such adjustment shall be made in the
same manner provided in clause (3) above; and 


             
                         
(6)        
in the event that any adjustment  described in this subparagraph  (d)(III) is made, with respect to
any Additional Shares of
Common Stock that were originally issued (or deemed issued) for a consideration
per share equal to or in excess of the applicable Conversion Price then in
effect that, had such adjustment been made prior to such original issue date (or
deemed original issue date) would have caused such Additional Shares of Common
Stock to be issued for a consideration per share less than the applicable
Conversion Price then in effect, then such Additional Shares of Common Stock
shall be deemed to have been issued as of the date of any such adjustment. 


             
             (IV)        
Adjustment  of  Conversion  Price Upon  Issuance of  Additional  Shares of Common  Stock.     In the event this
Corporation,  at any time after the Original Issue Date, shall issue Additional Shares of Common Stock (including  Additional Shares of
Common  Stock  deemed  to be issued  pursuant  to  subparagraph  (d)(III)  of this  Section  C.1(iv))  without  consideration  or for a
consideration  per share less than the applicable  Conversion Price in effect on the date of and immediately  prior to such issue, then
and in such event,  the applicable  Conversion  Price shall be reduced,  concurrently  with such issue,  to a price  (calculated to the
nearest cent):


             
                         
(1)        
for Series D Preferred Stock, equal to the lowest  consideration per share received or to be received by the
Corporation in such issuance of Additional Shares of Common Stock; and


             
                         
(2)        
for Series A Preferred  Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock,  Series C-1 Preferred
Stock,  Series C-2  Preferred  Stock,  Series C-3  Preferred  Stock,  each series of Series E Preferred  Stock and Series F-1 Preferred
Stock,  determined by multiplying the applicable  Conversion Price by a fraction,  the numerator of which shall be the number of shares
of  Common  Stock  outstanding  immediately  prior to such  issue  plus the  number  of shares  of  Common  Stock  which the  aggregate
consideration  received by the  Corporation  for the total number of Additional  Shares of Common Stock so issued would purchase at the
applicable  Conversion Price in effect  immediately prior to such issuance,  and the denominator of which shall be the number of shares
of Common Stock outstanding  immediately  prior to such issue plus the number of such Additional Shares of Common Stock so issued.  For
the  purpose of the above  calculation,  the number of shares of Common  Stock  outstanding  immediately  prior to such issue  shall be
calculated on a fully diluted basis, as if all outstanding  shares of Series A Preferred Stock,  Series A-1 Preferred  Stock,  Series B
Preferred Stock,  Series C-1 Preferred Stock,  Series C-2 Preferred Stock, Series C-3 Preferred Stock, Series D Preferred Stock, Series
E Preferred Stock and Series F-1 Preferred  Stock and all  Convertible  Securities had been fully converted into shares of Common Stock
immediately  prior to such issuance and all outstanding  Options had been fully exercised  immediately  prior to such issuance (and the
resulting  securities  fully  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 outstanding  shares of Series A Preferred Stock,  Series A-1
Preferred Stock,  Series B Preferred Stock,  Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series C-3 Preferred Stock, Series
D Preferred  Stock,  Series E Preferred Stock and Series F-1 Preferred Stock,  Convertible  Securities or Options solely as a result of
the adjustment of the respective  Conversion  Prices (or other conversion  ratios) resulting from the issuance of the Additional Shares
of Common Stock causing the adjustment in question.






8




             
             (V)        
Determination of  Consideration.     For purposes of paragraph (d) of this Section C.1(iv),  the  consideration
received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:


             
                         
(1)        
Cash and Property.     Such consideration shall:


             
                         
             
(A)     
insofar as it consists of cash,  be computed at the  aggregate  amount of cash  received by
the Corporation excluding amounts paid or payable for accrued interest or accrued dividends;


             
                         
             
(B)     
insofar as it consists of property  other than cash,  be computed at the fair value thereof
at the time of such issue, as determined in good faith by the Board of Directors; and


             
                         
             
(C)     
in the event  Additional  Shares of Common Stock are issued  together  with other shares or
securities or other assets
of the Corporation for consideration which covers both, be the proportion of
such consideration so received, computed as provided in clauses (A) and (B)
above, as determined in good faith by the Board of Directors. 


             
                         
(2)        
Options and Convertible  Securities.     The  consideration  per share received by the Corporation for
Additional Shares of Common
Stock deemed to have been issued pursuant to subparagraph (d)(III) of this
Section C.1(iv), relating to Options and Convertible Securities shall be
determined by dividing: 


             
                         
             
(A)     
the total amount,  if any,  received or receivable by the Corporation as consideration  for
the issue of such Options
or Convertible Securities, plus the minimum aggregate amount of additional
consideration (as set forth in the instruments relating thereto, without regard
to any provision contained therein designed to protect against dilution) payable
to the Corporation upon the exercise of such Options or the conversion or
exchange of such Convertible Securities, or in the case of Options for
Convertible Securities, the exercise of such Options for Convertible Securities
and the conversion or exchange of such Convertible Securities by 


             
                         
             
(B)     
the  maximum  number of shares of Common  Stock (as set forth in the  instruments  relating
thereto, without regard to
any provision contained therein designed to protect against dilution) issuable
upon the exercise of such Options or conversion or exchange of such Convertible
Securities. 


             
(e)        
Adjustments to Conversion  Prices for Stock  Dividends and for  Combinations  or Subdivisions of Common Stock. In the
event  that  the  Corporation  at any  time  or from  time to time  after  the  Original  Issue  Date  shall  declare  or pay,  without
consideration,  any  dividend on the Common Stock  payable in shares of Common Stock or in any right to acquire  shares of Common Stock
for no  consideration,  or shall effect a  subdivision  of the  outstanding  shares of Common Stock into a greater  number of shares of
Common Stock (by stock  split,  reclassification  or otherwise  than by payment of a dividend in shares of Common Stock or in any right
to acquire  shares of Common  Stock),  or in the event the  outstanding  shares of Common Stock shall be combined or  consolidated,  by
reclassification  or  otherwise,  into a lesser  number of  shares of Common  Stock,  then the  applicable  Conversion  Price in effect
immediately prior to such event shall,  concurrently with the effectiveness of such event, be  proportionately  decreased or increased,
as  appropriate.  In the event that the  Corporation  shall  declare or pay,  without  consideration,  any dividend on the Common Stock
payable  in any right to acquire  shares of Common  Stock for no  consideration,  then the  Corporation  shall be deemed to have made a
dividend  payable in shares of Common Stock in an amount equal to the maximum  number of shares  issuable  upon exercise of such rights
to acquire Common Stock.


             
(f)        
Adjustments for  Reclassification  and  Reorganization.  If the Common Stock issuable upon conversion of the Series A
Preferred Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series
C-3 Preferred  Stock,  Series D Preferred  Stock, any series of Series E Preferred Stock or Series F-1 Preferred Stock shall be changed
into  the same or a  different  number  of  shares  of any  other  class or  classes  of  stock,  whether  by  capital  reorganization,
reclassification  or otherwise  (other than a  subdivision  or  combination  of shares  provided  for in paragraph  (e) of this Section
C.1(iv) above or a merger or other  reorganization  referred to in paragraph (c) of Section C.1(iii) above), the applicable  Conversion
Price then in effect shall,  concurrently  with the  effectiveness  of such  reorganization  or  reclassification,  be  proportionately
adjusted so that the Series A Preferred  Stock,  the Series A-1 Preferred Stock, the Series B Preferred Stock, the Series C-1 Preferred
Stock,  the Series C-2  Preferred  Stock,  the Series C-3  Preferred  Stock,  the Series D  Preferred  Stock,  each  series of Series E
Preferred  Stock and the Series F-1 Preferred  Stock shall  thereafter be  convertible  into, in lieu of the number of shares of Common
Stock which the  holders  would  otherwise  have been  entitled to receive,  a number of shares of such other class or classes of stock
equivalent  to the number of shares of Common  Stock that would have been  received  by the  holders  upon  conversion  of the Series A
Preferred  Stock,  the Series A-1  Preferred  Stock,  the Series B Preferred  Stock,  the Series C-1  Preferred  Stock,  the Series C-2
Preferred Stock,  the Series C-3 Preferred  Stock,  the Series D Preferred  Stock,  each such series of Series E Preferred Stock or the
Series F-1 Preferred Stock immediately before that change.






9


             
(g)        
No  Impairment.  The  Corporation  will not,  by  amendment  of its  Certificate  of  Incorporation  or  through  any
reorganization,  transfer of assets,  consolidation,  merger,  dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance of  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  C.1(iv) and in the taking of all
such action as may be necessary or appropriate in order to protect the Conversion Price against impairment.


             
(h)        
Certificates as to Adjustments.  Upon the occurrence of each adjustment or readjustment of the applicable  Conversion
Price pursuant to this Section  C.1(iv),  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 Series A  Preferred  Stock,  Series A-1  Preferred  Stock,
Series B Preferred Stock,  Series C-1 Preferred  Stock,  Series C-2 Preferred  Stock,  Series C-3 Preferred  Stock,  Series D Preferred
Stock,  any series of Series E  Preferred  Stock or Series F-1  Preferred  Stock,  as the case may be, a  certificate  executed  by the
Corporation's  President or Chief Financial  Officer 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 such holder,
furnish or cause to be furnished to such holder a like  certificate  setting forth (i) such  adjustments  and  readjustments,  (ii) the
applicable  Conversion  Price at the time in effect,  and (iii) the  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 the Series A Preferred Stock,  Series A-1 Preferred  Stock,  Series
B Preferred Stock,  Series C-1 Preferred Stock,  Series C-2 Preferred Stock,  Series C-3 Preferred Stock, Series D Preferred Stock, any
series of Series E Preferred Stock or Series F-1 Preferred Stock, as the case may be.


             
(i)        
Notices of Record Date. In the event that the  Corporation  shall propose at any time prior to the  conversion of all
outstanding shares of the Series A Preferred Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock, Series C-1 Preferred Stock,
Series C-2 Preferred  Stock,  Series C-3 Preferred Stock,  Series D Preferred Stock,  Series E Preferred Stock and Series F-1 Preferred
Stock:  (I) to  declare any dividend or  distribution  upon its Common Stock,  whether in cash,  property,  stock or other  securities,
whether or not a regular cash dividend and whether or not out of earnings or earned surplus;  (II) to offer for  subscription  pro rata
to the  holders of any class or series of its stock any  additional  shares of stock of any class or series or other  rights;  (III) to
effect any  reclassification  or  recapitalization  of its Common Stock outstanding  involving a change in the Common Stock; or (IV) to
merge or  consolidate  with or into any other  corporation,  or sell,  lease or convey all or  substantially  all of its assets,  or to
liquidate,  dissolve or wind up;  then,  in  connection  with each such event,  the  Corporation  shall send to the holders of Series A
Preferred Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series
C-3 Preferred Stock, Series D Preferred Stock, any series of Series E Preferred Stock and Series F-1 Preferred Stock:


             
                         
(1)        
at least  twenty  (20)  days'  prior  written  notice of the date on which a record  shall be taken for such
dividend,  distribution  or  subscription  rights  (and  specifying  the date on which the  holders of Common  Stock  shall be entitled
thereto) or for determining rights to vote, if any, in respect of the matters referred to in clauses (III) and (IV) above; and


             
                         
(2)        
in the case of the matters  referred to in clauses  (III) and (IV) above,  at least  twenty (20) days' prior
written  notice of the date when the same shall  take place (and  specifying  the date on which the  holders of Common  Stock  shall be
entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event).


             
(j)        
Issue  Taxes.   The  Corporation  shall pay any and all issue and other  taxes  that may be  payable in respect of any
issue or delivery of shares of Common Stock on conversion of Series A Preferred Stock,  Series A-1 Preferred Stock,  Series B Preferred
Stock,  Series C-1 Preferred  Stock,  Series C-2 Preferred Stock,  Series C-3 Preferred Stock,  Series D Preferred Stock, any series of
Series E  Preferred  Stock or Series F-1  Preferred  Stock  pursuant  hereto;  provided,  however,  that the  Corporation  shall not be
obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion.


             
(k)        
Reservation of Stock Issuable Upon Conversion.  The Corporation  shall at all times reserve and keep available out of
its  authorized but unissued  shares of Common Stock,  solely for the purpose of effecting the conversion of the shares of the Series A
Preferred Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series
C-3 Preferred Stock,  Series D Preferred Stock,  Series E Preferred Stock and Series F-1 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 each such  series of
Preferred  Stock;  and if at any time the number of  authorized  but unissued  shares of Common Stock shall not be sufficient to effect
the conversion of all then  outstanding  shares of each such series of 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  purpose,  including,  without  limitation,  engaging in best efforts to obtain the  requisite
stockholder approval of any necessary amendment to this Certificate of Incorporation.






10


             
(l)        
Fractional  Shares.  No  fractional  share  shall be issued  upon the  conversion  of any share or shares of Series A
Preferred Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series
C-3 Preferred  Stock,  Series D Preferred  Stock,  Series E Preferred Stock or Series F-1 Preferred  Stock.  All shares of Common Stock
(including  fractions  thereof)  issuable  upon  conversion  of more than one share of Series A Preferred  Stock,  Series A-1 Preferred
Stock,  Series B Preferred  Stock,  Series C-1 Preferred  Stock,  Series C-2 Preferred  Stock,  Series C-3  Preferred  Stock,  Series D
Preferred  Stock,  Series E Preferred  Stock or Series F-1 Preferred  Stock by a holder  thereof  shall be  aggregated  for purposes of
determining  whether the conversion  would result in the issuance of any fractional  share. If, after the  aforementioned  aggregation,
the conversion  would result in the issuance of a fraction of a share of Common Stock,  the  Corporation  shall, in lieu of issuing any
fractional  share, pay the holder otherwise  entitled to such fraction a sum in cash equal to the fair market value of such fraction on
the date of conversion (as determined in good faith by the Board of Directors).


             
(m)        
Notices.  Any notice  required  by the  provisions  of this  Section  C.1(iv) to be given to the holders of shares of
Series A Preferred Stock,  Series A-1 Preferred  Stock,  Series B Preferred  Stock,  Series C-1 Preferred  Stock,  Series C-2 Preferred
Stock,  Series C-3 Preferred  Stock,  Series D Preferred  Stock,  any series of Series E Preferred Stock and Series F-1 Preferred Stock
shall be deemed given if deposited in the United  States mail,  postage  prepaid,  or if sent by facsimile or delivered  personally  by
hand or nationally  recognized  courier and addressed to each holder of record at such holder's  address or facsimile  number appearing
in the records of the Corporation.


(v)        
Voting. At any meeting of the stockholders of the Corporation,
the shares of the Series A Preferred Stock, the Series A-1 Preferred Stock, the
Series B Preferred Stock, the Series C-1 Preferred Stock, the Series C-2
Preferred Stock, the Series C-3 Preferred Stock, the Series D Preferred Stock,
each of the series of Series E Preferred Stock and the Series F-1 Preferred
Stock shall be entitled to the number of votes for each such share held that
would equal the number of shares of Common Stock issuable upon conversion of
such shares on the record date for the meeting; provided however, that until the
earlier of March 31, 2002 or an earlier date as determined by resolution of the
Board of Directors of the Corporation, each share of each series of Series E
Preferred Stock shall only be entitled to the number of votes equal to (a) in
the case of any such share of Series E Preferred Stock that was issued pursuant
to the exercise of a Series E Warrant and the consideration used in such
exercise was a share or a fraction of a share of Preferred Stock, the number of
shares of Common Stock that would have been issuable (on the record date for the
meeting) upon conversion of such shares of Preferred Stock (or fraction thereof)
that were used as such consideration for such share of Series E Preferred Stock,
(b) in the case of any such share of Series E Preferred Stock that was issued
pursuant to the exercise of a Series E Warrant and the consideration used in
such exercise was a share or a fraction of a share of Common Stock, the number
of shares of Common Stock (or fraction thereof) that were used as such
consideration for such share of Series E Preferred Stock and (c) in the case of
any other share of Series E Preferred Stock, the number of shares of Common
Stock issuable upon conversion of such share on the record date for the meeting.
The shares of the Series A Preferred Stock, the Series A-1 Preferred Stock, the
Series B Preferred Stock, the Series C-1 Preferred Stock, the Series C-2
Preferred Stock, the Series C-3 Preferred Stock, the Series D Preferred Stock,
the various series of Series E Preferred Stock, the Series F-1 Preferred Stock
and the Common Stock shall vote together as a single class of stock, except
where voting separately by class or series is required by the GCL. 


(vi)        Reacquired Shares.
   Shares of the Series A Preferred
Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C-1
Preferred Stock, Series C-2 Preferred Stock, Series C-3 Preferred Stock, Series
D Preferred Stock, Series E Preferred Stock or Series F-1 Preferred Stock which
have been issued and reacquired through purchase, conversion or otherwise shall,
upon compliance with the applicable provisions of the GCL, have the status of
authorized and unissued shares of Preferred Stock and may be reissued, but only
as part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors and only as set forth in Section 7.20 of
the Securities Purchase Agreement. 






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(vii)        Relation to
Other Series of Preferred Stock.    The Series D Preferred Stock shall rank
prior to the Series A Preferred Stock, Series A-1 Preferred Stock, Series B
Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series
C-3 Preferred Stock, each series of Series E Preferred Stock and Series F-1
Preferred Stock as to amounts distributable upon dissolution, liquidation or
winding up of the Corporation. The Series F-1 Preferred Stock and all of the
series of Series E Preferred Stock shall rank junior to the Series D Preferred
Stock as to amounts distributable upon dissolution, liquidation or winding up of
the Corporation and prior to the Series A Preferred Stock, Series A-1 Preferred
Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2
Preferred Stock and Series C-3 Preferred Stock as to amounts distributable upon
dissolution, liquidation or winding up of the Corporation. The Series F-1
Preferred Stock and all of the series of Series E Preferred Stock shall rank on
a parity with each other. The Series A Preferred Stock, Series A-1 Preferred
Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2
Preferred Stock and Series C-3 Preferred Stock shall rank on a parity with each
other such series. Any stock of any other series, class or classes of the
Corporation shall be deemed to rank: 


             
(a)        
prior to the shares of the Series D  Preferred  Stock or the  Series  F-1  Preferred  Stock and each of the series of
Series E Preferred Stock or the Series A Preferred Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock,  Series C-1 Preferred
Stock,  Series C-2 Preferred Stock and Series C-3 Preferred Stock, as the case may be, either as to dividends or upon  liquidation,  if
the holders of such series,  class or classes of stock shall be entitled to the receipt of dividends or of amounts  distributable  upon
dissolution,  liquidation or winding up of the  Corporation,  as the case may be, in preference or priority to the holders of shares of
the Series D Preferred  Stock,  or the Series F-1  Preferred  Stock and each of the series of Series E Preferred  Stock or the Series A
Preferred Stock,  Series A-1 Preferred  Stock,  Series B Preferred  Stock,  Series C-1 Preferred Stock,  Series C-2 Preferred Stock and
Series C-3 Preferred Stock, as the case may be;


             
(b)        
on a parity with the shares of the Series D Preferred  Stock or the Series F-1 Preferred Stock and each of the series
of Series E Preferred  Stock or the Series A  Preferred  Stock,  Series A-1  Preferred  Stock,  Series B  Preferred  Stock,  Series C-1
Preferred Stock,  Series C-2 Preferred Stock and Series C-3 Preferred Stock, as the case may be, upon  liquidation,  whether or not the
liquidation  prices per share are different  from those of the Series D Preferred  Stock or the Series F-1 Preferred  Stock and each of
the series of Series E Preferred Stock or the Series A Preferred Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock,  Series
C-1 Preferred  Stock,  Series C-2 Preferred  Stock and Series C-3 Preferred  Stock,  as the case may be, if the holders of such series,
class or classes of stock shall be entitled to the receipt of amounts  distributable  upon  dissolution,  liquidation  or winding up of
the Corporation in proportion to their respective  liquidation prices,  without preference or priority,  one over the other, as between
the holders of such stock and the holders of shares of the Series D Preferred  Stock or the Series F-1 Preferred  Stock and each of the
series of Series F-1 Preferred Stock or the Series A Preferred  Stock,  Series A-1 Preferred Stock,  Series B Preferred  Stock,  Series
C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock, as the case may be; and


             
(c)        
junior to the shares of the Series D  Preferred  Stock or the  Series F-1  Preferred  Stock and each of the series of
Series F-1  Preferred  Stock or the Series A  Preferred  Stock,  Series A-1  Preferred  Stock,  Series B  Preferred  Stock,  Series C-1
Preferred  Stock,  Series C-2  Preferred  Stock and Series C-3  Preferred  Stock,  as the case may be,  either as to  dividends or upon
liquidation,  if such  class  shall be Common  Stock or if the  holders  of shares of the  Series D  Preferred  Stock or the Series F-1
Preferred  Stock and each of the series of Series E  Preferred  Stock or the Series A  Preferred  Stock,  Series A-1  Preferred  Stock,
Series B Preferred Stock,  Series C-1 Preferred  Stock,  Series C-2 Preferred Stock and Series C-3 Preferred Stock, as the case may be,
shall be  entitled  to the  receipt of amounts  distributable  upon  dissolution,  liquidation  or  winding  up of the  Corporation  in
preference or priority to the holders of shares of such series, class or classes of stock.


             
          
2.        Other Series of Preferred  Stock.   
  The terms of the shares of each other series of Preferred Stock shall be as stated
and expressed in this  Certificate of  Incorporation  or any amendment  hereto,  or in the resolution or resolutions  providing for the
issuance  of such  series of  Preferred  Stock  adopted  by the Board of  Directors.  Subject  to the  requirements  of the GCL and the
provisions of this Certificate of Incorporation,  the Board of Directors is expressly  authorized to cause any number of the authorized
and  undesignated  shares of Preferred  Stock to be issued from time to time in one or more series of Preferred  Stock with such voting
powers,  full or limited,  or no voting powers,  and such  designations,  preferences  and relative,  participating,  optional or other
special rights, and  qualifications,  limitations or restrictions  thereof,  if any, as the Board of Directors may fix by resolution or
resolutions,  prior to the issuance of any shares of such series of Preferred  Stock,  each of which series may differ from any and all
other series, including, without limiting the generality of the foregoing, the following:


             
          
(i)        
The number of shares constituting such series of Preferred Stock and the designation thereof;


             
          
(ii)        
The dividend rate, if any, on the shares of such series of Preferred Stock,  whether and the extent to which any such
dividends shall be cumulative or non-cumulative,  the relative rights of priority, if any, of payments of any dividends,  and the times
at which, and the terms and conditions on which, any dividends shall be paid;


             
          
(iii)        
The right,  if any,  of the  holders of shares of such  series of  Preferred  Stock to vote and the manner of voting,
except as may otherwise be provided by the GCL;


             
          
(iv)        
The right,  if any,  of the  holders of shares of such series of  Preferred  Stock to convert  the same into,  or the
right,  if any, of the  Corporation  to exchange the same for,  another class or series of stock of the  Corporation  and the terms and
conditions,  including  any  provision  for future  adjustment  in the  conversion  or  exchange  rate,  under which said shares may be
converted or exchanged;



12


             
          
(v)        
The redemption or purchase price or prices of the shares of such series of Preferred  Stock, if any, and the times at
which, and the terms and conditions on which, the shares of such series of Preferred Stock may be redeemed or purchased;


             
          
(vi)        
The terms of the sinking  fund, if any, to be provided for such series of Preferred  Stock,  and the terms and amount
of such sinking fund;


             
          
(vii)        
The rights of the holders of shares of such series of  Preferred  Stock in the event of a  voluntary  or  involuntary
liquidation,  dissolution or winding up of the Corporation  and the relative  rights of priority,  if any, of such holders with respect
thereto; and


             
          
(viii)        
Any other relative powers,  preferences and rights,  and any  qualifications,  limitations or  restrictions,  of such
series of Preferred Stock.


D. Terms of
Common Stock.


             
          
The voting  powers and  relative,  participating,  optional and other  special  rights of the Common  Stock,  and the
qualifications, limitations and restrictions thereof, are as follows:


             
          
1.        
Voting  Rights and Powers.     Except as provided in the GCL,  the holders of shares of the Common  Stock shall
vote  together as a single class (with the holders of all series of Preferred  Stock  entitled to vote together with the holders of the
shares of Common Stock) on all matters as to which such holders are entitled to vote.


             
          
2.        
Dividend  Rights.     No cash  dividends may be declared and paid upon the Common Stock so long as any Series A
Preferred Stock,  Series A-1 Preferred Stock,  Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series
C-3 Preferred Stock,  Series D Preferred Stock,  Series E Preferred Stock, Series F-1 Preferred Stock or other securities ranking prior
to the Common Stock upon dissolution,  liquidation or winding up of the Corporation is outstanding.  Thereafter,  cash dividends may be
declared  and paid upon the Common Stock in such amounts and at such times as the Board of Directors  may  determine.  Funds  otherwise
legally  available  for the payment of dividends on the Common  Stock shall not be  restricted  or reduced by reason of there being any
excess of the aggregate preferential amount of any series of Preferred Stock outstanding over the aggregate par value thereof.


             
          
3.        
Liquidation Rights.    In the event of any liquidation,  dissolution or winding up of the Corporation,  whether
voluntary or involuntary,  after there shall have been paid or set apart for payment of holders of any outstanding  shares of Preferred
Stock the full  preferential  amounts to which they are entitled under Section  C.1(iii) or otherwise,  the entire remaining assets and
funds of the  Corporation  legally  available for  distribution,  if any, to its  shareholders  shall be distributed  ratably among the
holders of the Common Stock in proportion to the shares of Common Stock then held by them.


        3.     
The amendment of the Certificate
of Incorporation herein certified has been duly adopted and written consent has
been given in accordance with the provisions of Sections 228 and 242 of the
General Corporation Law of the State of Delaware. 


Signed on September __, 2001


	  	

	  	John P. Denneen, Secretary 






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