Exhibit 3
                        
                                             [COMPOSITE VERSION AS AMENDED
                                                    THROUGH AUGUST 1, 1997]
     
                                                                                
                          SECOND AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                         POINT WEST CAPITAL CORPORATION
                         (F/K/A DIGNITY PARTNERS, INC.)


     Pursuant to  Sections  242 and 245 of the  General  Corporation  Law of the
State of  Delaware,  Point West Capital  Corporation  (f/k/a  Dignity  Partners,
Inc.), a Delaware corporation (the "Company"), does hereby certify as follows:

          1.      The original Certificate of the Company was filed in the
Office of the Secretary of State of the State of Delaware on September 8, 1992.

          2.      This Second Amended and Restated Certificate of Incorporation
Of the Company has been duly adopted in accordance with Sections 242 and 245
of the DGCL.

          3.      The text of the Certificate of Incorporation of the Company
is hereby amended and restated in its entirety to read as follows:


                                    ARTICLE I
                                    ==========

                  The name of the corporation (the "Corporation") is Point West
                  Capital Corporation.


                                   ARTICLE II
                                   ==========

                  The address of the Corporation's registered office in the
State of Delaware is Chemical Bank Plaza,  Suite 1600, 1201 N. Market Street,
City of Wilmington, County of New Castle,  19801. The name of the Corporation's
registered agent at such address is Registered Agents, Ltd.

                                   ARTICLE III
                                   ============

                  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 (the "DGCL").

                                   ARTICLE IV
                                   ============

                  The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is seventeen million
(17,000,000) shares of capital stock comprised of (i) fifteen million
(15,000,000) shares of Common Stock, par value $.01 per share (the
"Common Stock"), and (ii) two million (2,000,000) shares of Preferred Stock,
par value $.01 per share (the "Preferred Stock").


                                 -1-

<PAGE>

                                    ARTICLE V
                                    ===========

     The  Preferred  Stock  may be issued  in one or more  series.  The Board of
Directors  of the  Corporation  is  hereby  authorized  to issue  the  shares of
Preferred  Stock in such series and to fix from time to time before issuance the
number of shares to be included in any such series and the designation, relative
powers, preferences, and rights and qualifications, limitations, or restrictions
of all shares of such  series.  The  authority  of the Board of Directors of the
Corporation with respect to each such series will include,  without limiting the
generality of the foregoing, the determination of any or all of the following:

  (a)     the number of shares of any series and the designation to distinguish
          the shares of such series from the shares of all other series;

  (b)     the voting powers, if any, of such series and whether such voting
          powers are full or limited;

  (c)     the redemption provisions,if any,applicable to such series, including
          the redemption price or prices to be paid;

  (d)     whether dividends, if any, will be cumulative or noncumulative, the
          dividend rate (or the manner of determining the same) of such series,
          the form and manner of, and conditions to, payment of dividends on
          such series, and the dates and preferences of dividends on such
          series;

  (e)     the rights of such series upon the voluntary or involuntary
          dissolution of, or upon any distribution of the assets of, the
          Corporation;

  (f)     the provisions, if any, pursuant to which the shares of such series
          are convertible into, or exchangeable for, shares of any other class
          or classes or of any other series of the same or any other class or
          classes of stock, or any other security, of the Corporation or any
          other corporation or other entity, and the price or prices or rates of
          exchange (or the manner of determining the same) applicable thereto;

  (g)     the right, if any, to subscribe for or to purchase any securities of
          the Corporation or any other corporation or other entity;

  (h)     the sinking fund provisions, if any, applicable to such series; and

  (i)     any other relative, participating, optional, or other special powers,
          preferences, rights, qualifications, limitations, or restrictions
          thereof;

all as may be determined from time to time by the Board of Directors of the
Corporation  and  stated in the  resolution  or  resolutions  providing  for the
issuance  of  such  series  of  Preferred   Stock  (each  a   "Preferred   Stock
Designation").

          Convertible Cumulative Pay-in-Kind Preferred Stock
          --------------------------------------------------

          The following is a statement of the powers, preferences, rights, 
qualifications, limitations  and  restrictions  of the  series,  consisting  of 
135,000 shares, $.01 par  value,  of the  Convertible  Cumulative  Pay-in-Kind
Preferred Stock.


                                 -2-

<PAGE>



     1.  Designation  and Amount.  The shares of such series of Preferred  Stock
         ------------------------
shall be designated as "Convertible Cumulative Pay-in-Kind Preferred Stock" (the
"Convertible  Preferred  Stock"),  and the  number of shares  constituting  such
series  shall be 35,000,  plus up to  100,000 additional  shares of  Convertible
Preferred Stock issued as dividends on the Convertible  Preferred Stock pursuant
to Section 3 hereof.  The  initial  liquidation  preference  of the  Convertible
Preferred Stock and related Convertible Preferred Stock Rights shall be $100 per
share or right (the "Liquidation Value").

     2. Rank. The Convertible  Preferred  Stock shall,  with respect to dividend
        -----
rights and rights on liquidation, winding up and dissolution, rank (i) senior to
both the  Corporation's  Common Stock, and to all classes and series of stock of
the  Corporation  now or hereafter  authorized,  issued or outstanding  which by
their terms expressly provide that they are junior to the Convertible  Preferred
Stock as to  dividend  distributions  and  distributions  upon the  liquidation,
winding up and dissolution of the Corporation or which do not specify their rank
(collectively with the Common Stock, the "Junior Securities");  (ii) on a parity
with each other class of capital  stock or series of  preferred  stock issued by
the Corporation  after the date hereof the terms of which  specifically  provide
that such class or series will rank on a parity with the  Convertible  Preferred
Stock as to  dividend  distributions  and  distributions  upon the  liquidation,
winding up and  dissolution  of the  Corporation  (collectively  referred  to as
"Parity  Securities"),  provided that any such Parity  Securities  that were not
                        --------
approved  by the  holders of  Convertible  Preferred  Stock in  accordance  with
Section  7(b)  hereof  shall be deemed to be Junior  Securities  and not  Parity
Securities;  and (iii)  junior to each  other  class of  capital  stock or other
series of Preferred  Stock issued by the  Corporation  after the date hereof the
terms of which have been  approved by the holders of the  Convertible  Preferred
Stock in accordance with Section 7(b) hereof and which specifically provide that
such class or series will rank senior to the  Convertible  Preferred Stock as to
dividend  distributions  or distributions  upon the liquidation,  winding up and
dissolution   of  the   Corporation   (collectively   referred   to  as  "Senior
Securities").

     3. Dividends. (a)  The holders of shares of the Convertible Preferred Stock
        ----------
shall be entitled to receive, out of funds legally available therefor, dividends
per share at the annual rate of eight percentum (8%) of the  Liquidation  Value.
Such  dividends  shall be  cumulative  and shall  accrue and be payable in equal
quarterly  amounts per share of two percentum (2%) of the Liquidation  Value per
share on March 1, June 1,  September 1 and December 1 in each year (each of such
dates being a  "Dividend  Payment  Date"),  to holders of record at the close of
business  on the date  specified  by the  Board of  Directors  at the time  such
dividend is declared  (the "Record  Date"),  in  preference  to dividends on the
Junior  Securities,  commencing on the Dividend Payment Date next succeeding the
Issue  Date.  Any such  Record  Date shall be not less than 10 days and not more
than 30 days prior to the relevant  Dividend  Payment Date.  All dividends  with
respect to shares of  Convertible  Preferred  Stock shall be paid in  additional
shares of Convertible  Preferred Stock and not in cash.  Dividend payments shall
be made by issuing shares (or fractions thereof) of Convertible  Preferred Stock
with an aggregate Liquidation  Preference equal to the amount of such dividends.
All  dividends  paid  with  respect  to shares of  Convertible  Preferred  Stock
pursuant  to this  Section  3 shall  be paid pro  rata to the  holders  entitled
thereto.  All shares of  Convertible  Preferred  Stock issued as a dividend with
respect to the Convertible  Preferred  Stock will thereupon be duly  authorized,
validly issued, fully paid and nonassessable.

     (a) In the case of  shares of  Convertible  Preferred  Stock  issued on the
Issue Date, dividends shall accrue and be cumulative from such date. In the case
of shares of Convertible  Preferred  Stock issued  subsequent to the Issue Date,
dividends  shall accrue and be cumulative  from the Specific Issue Date relating
thereto.  In the case of  shares  of  Convertible  Preferred  Stock  issued as a
dividend on shares of Convertible Preferred Stock, dividends shall accrue and be
cumulative  from the Dividend  Payment  Date (which shall be the Specific  Issue
Date) in respect of which such shares were issued as a dividend.

     (b) Each fractional share of Convertible  Preferred Stock outstanding shall
be entitled to a ratably proportionate amount of all dividends accruing with 
respect to each outstanding share of Convertible


                                 -3-

<PAGE>


Preferred  Stock  pursuant to paragraph (a) of this Section 3, and all such
dividends with respect to such outstanding fractional shares shall be cumulative
and shall  accrue  (whether or not  declared),  and shall be payable in the same
manner and at such times as provided for in paragraph (a) of this Section 3 with
respect to dividends on each outstanding  share of Convertible  Preferred Stock.
Each fractional share of Convertible  Preferred Stock  outstanding shall also be
entitled to a ratably  proportionate amount of any other distributions made with
respect to each outstanding  share of Convertible  Preferred Stock, and all such
distributions  shall be  payable  in the  same  manner  and at the same  time as
distributions on each outstanding share of Convertible Preferred Stock.

     (c)  (i) So long as any  shares  of the  Convertible  Preferred  Stock  are
outstanding, the Corporation shall not, without the prior consent of the holders
of at least two-thirds of the outstanding  Convertible Preferred Stock, make any
payment on  account  of, or set apart for  payment  money for a sinking or other
similar  fund for,  the  purchase,  redemption  or  retirement  of,  any  Junior
Securities  or  any  warrants,  rights,  calls  or  options  exercisable  for or
convertible  into any Junior  Securities,  whether  directly or indirectly,  and
whether in cash,  obligations  or shares of the  Corporation  or other  property
(other than dividends or  distributions  payable in additional  shares of Junior
Securities  to  holders  of  Junior  Securities),   and  shall  not  permit  any
corporation or other entity directly or indirectly  controlled by the Company to
purchase  or redeem any Junior  Securities  or any  warrants,  rights,  calls or
options exercisable for or convertible into any Junior Securities.

     (ii)  So  long  as  any  shares  of the  Convertible  Preferred  Stock  are
outstanding, the Corporation shall not, without the prior consent of the holders
of at least two-thirds of the outstanding  Convertible Preferred Stock, declare,
pay or set apart for payment any dividend or make any distribution or payment on
any Junior Securities or Parity  Securities,  or make any payment on account of,
or set apart for  payment  money for a sinking or other  similar  fund for,  the
purchase,  redemption  or  retirement  of,  Parity  Securities  or any warrants,
rights,  calls  or  options  exercisable  for or  convertible  into  any  Parity
Securities,  whether directly or indirectly, and whether in cash, obligations or
shares  of  the   Corporation  or  other  property   (other  than  dividends  or
distributions  payable in additional  shares of Parity  Securities to holders of
Parity  Securities),  and shall  not  permit  any  corporation  or other  entity
directly or indirectly  controlled by the  Corporation to purchase or redeem any
Parity Securities or any warrants,  rights,  calls or options exercisable for or
convertible into any Parity Securities, and thereafter,  neither the Corporation
nor any  Corporation  or other entity  directly or indirectly  controlled by the
Corporation shall make any such declaration, payment, setting apart for payment,
purchase, redemption, retirement or distribution.

     4.  Liquidation   Preference.   (a) In  the  event  of  any  voluntary  or
         -------------------------
involuntary  liquidation,  dissolution  or  winding  up of  the  affairs  of the
Corporation,   each  holder  of  shares  of  Convertible  Preferred  Stock  then
outstanding  shall be entitled  to be paid out of the assets of the  Corporation
available for  distribution to its  stockholders an amount in cash equal to 100%
of the  Liquidation  Value for each share of  Convertible  Preferred  Stock then
outstanding held by such holder, plus an amount in cash equal to all accrued but
unpaid dividends  (including all Convertible  Preferred Stock Rights) thereon to
the date of liquidation,  dissolution or winding up, before any payment shall be
made or any assets  distributed to the holders of any of the Junior  Securities.
If the  assets  of the  Corporation  are  not  sufficient  to  pay in  full  the
liquidation  payments  payable  to the  holders  of  outstanding  shares  of the
Convertible  Preferred Stock and any Parity Securities,  then the holders of all
such shares shall share  ratably in such  distribution  of assets in  accordance
with the amount  which would be payable on such  distribution  if the amounts to
which the holders of outstanding  shares of Convertible  Preferred Stock and the
holders of outstanding  shares of such Parity  Securities are entitled were paid
in full.

     (a) For the  purposes  of this  Section  4,  neither  the  voluntary  sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration)  of all or  substantially  all of the  property  or assets of the
Corporation nor the  consolidation  or merger of the Corporation with any one or
more  other  corporations  shall be  deemed  to be a  voluntary  or  involuntary
liquidation, dissolution or winding up of the Corporation, unless such voluntary
sale,  conveyance,  exchange or transfer  shall be in connection  with a plan of
liquidation, dissolution or winding up of the Corporation.


                                 -4-

<PAGE>


     5. Redemption.  (a)  The Corporation may, at its option, redeem in whole at
        -----------
any time or in part from time to time (and,  if in part, by lot or pro rata from
                                                                   --- ----
each holder as the Corporation shall elect), in the manner hereinafter provided,
shares of Convertible  Preferred Stock, at a redemption price per share, payable
in cash, equal to 100% of the Liquidation  Value thereof plus 100% of the sum of
accrued and unpaid  dividends  thereon  (including an amount equal to a prorated
dividend from the last Dividend Payment Date immediately prior to the redemption
date).

     (a)  (i) In the  event  that  the  Corporation  shall  redeem  shares  of
Convertible  Preferred  Stock pursuant to  Section 5 (a) hereof,  notice of such
redemption shall be mailed by first-class mail,  postage prepaid,  not less than
30 days or more than 60 days  prior to the  redemption  date to the  holders  of
record of the shares to be redeemed at their respective  addresses as they shall
appear in the records of the  Corporation;  provided,  however,  that failure to
                                            --------   -------
give such  notice or any defect  therein  or in the  mailing  thereof  shall not
affect the validity of the proceedings for the redemption of any shares so to be
redeemed except as to the holder to whom the Corporation has failed to give such
notice or except as to the holder to whom notice was defective. Each such notice
shall state:  (i) the redemption  date; (ii) the number of shares of Convertible
Preferred  Stock to be  redeemed  and,  if less than all the shares held by such
holder are to be  redeemed,  the number of such  shares to be  redeemed  and the
manner in which such shares were selected for  redemption;  (iii) the redemption
price per share; (iv) the place or places where certificates for such shares are
to be surrendered for payment of the redemption price; (v) that dividends on the
shares to be redeemed  will cease to accrue on such  redemption  date;  and (vi)
that the holder's right to convert such shares into shares of Common Stock shall
terminate  on the close of business on the third  Business  Day  preceding  such
redemption date.

     (i) Notice by the Corporation  having  been  mailed as  provided in Section
5(b)(i)  hereof,  and provided that on or before the applicable  redemption date
funds, if any,  necessary for such  redemption  shall have been set aside by the
Corporation,  separate and apart from its other funds, in trust for the pro rata
benefit of the holders of the shares so called for or entitled to redemption, so
as to be and to  continue to be  available  therefor,  then,  from and after the
redemption  date  (unless  the  Corporation  defaults  in  the  payment  of  the
redemption  price, in which case such rights shall continue until the redemption
price is paid), dividends on the shares of Convertible Preferred Stock so called
for or entitled to  redemption  shall cease to accrue,  and said shares shall no
longer be deemed to be  outstanding  and shall not have the  status of shares of
Convertible   Preferred  Stock,  and  all  rights  of  the  holders  thereof  as
stockholders  of the  Corporation  (except the right to receive  the  applicable
redemption  price and any accrued and unpaid  dividends from the  Corporation to
the date of  redemption,  and the right to convert  such  shares  into shares of
Common  Stock  which  shall  continue  until the close of  business on the third
Business Day preceding the date of  redemption)  shall cease.  Upon surrender of
the certificates for any shares so redeemed  (properly  endorsed or assigned for
transfer,  if the Board of Directors of the  Corporation  shall so require and a
notice by the Corporation shall so state),  such shares shall be redeemed by the
Corporation at the applicable redemption price as aforesaid.  In case fewer than
all  the  shares  represented  by  any  such  certificate  are  redeemed,  a new
certificate or certificates  shall be issued  representing the unredeemed shares
without cost to the holder thereof.

     6. Reacquired Shares.  Shares of Convertible Preferred Stock that have been
        -----------------
issued and reacquired in any manner,  including  shares  reacquired by purchase,
redemption or conversion  pursuant to Section 8 hereof,  shall (upon  compliance
with any  applicable  provisions of the laws of the State of Delaware)  have the
status  of  authorized  and  unissued  shares of the  class of  Preferred  Stock
undesignated  as to series and may be  redesignated  and reissued as part of any
series of Preferred Stock other than the Convertible Preferred Stock.

     7. Voting  Rights.  In addition to any voting  rights  provided by law, the
        --------------
holders of Convertible Preferred Stock shall have the following voting rights:


                                 -5-
<PAGE>


     (a) General. Except as required in this Article V and as otherwise required
         -------
by law,  shares of Convertible  Preferred  Stock  (including  shares received as
dividends thereon) shall have no voting rights.

     (b) Voting  Rights On  Extraordinary  Matters.  In  addition to any vote or
         -----------------------------------------
consent of  stockholders  required by law, the approval of holders of two-thirds
of the outstanding  shares of Convertible  Preferred  Stock,  voting as a class,
shall  be  required  (i)  to  amend  the  Certificate  of  Incorporation  of the
Corporation to increase the authorized number of shares of Preferred Stock or to
authorize the creation or issuance, or the increase in the authorized amount, of
any Parity  Securities  or Senior  Securities,  or to authorize  the creation or
issuance  of  securities  convertible  into or  exchangeable  for,  or  options,
warrants or other rights to acquire, any Parity Securities or Senior Securities,
(ii) to  reclassify  any series of Junior  Securities  to Senior  Securities  or
Parity Securities, (iii) to amend, repeal or change any of the provisions of the
Certificate  of  Incorporation  of the  Corporation  or the  provisions  of this
Article V in any manner that would alter or change the powers,  preferences  or
special rights of the shares of Convertible Preferred Stock so as to affect them
adversely,  including without limitation changing the voting percentage required
for  approval by the holders of  Convertible  Preferred  Stock of the  foregoing
matters, (iv) otherwise to restrict the rights, preferences or privileges of the
Convertible  Preferred Stock, or (v) to authorize the consolidation or merger of
the  Corporation  with or into another Person (whether or not the Corporation is
the Surviving Person), or the sale, assignment,  transfer,  lease, conveyance or
other disposal of all or substantially all of its properties or assets in one or
more related  transactions to another Person unless:  (A) the Corporation is the
Surviving Person or the Surviving Person is a corporation  organized or existing
under the laws of the  United  States,  any state  thereof  or the  District  of
Columbia, (B) the Convertible Preferred Stock is converted into or exchanged for
and  becomes  shares of the  Surviving  Person (if other than the  Corporation),
having  in  respect  of the  Surviving  Person  substantially  the same  powers,
preferences and relative  participating,  optional or other special rights,  and
the qualifications,  limitations or restrictions  thereon,  that the Convertible
Preferred Stock had immediately  prior to such  transaction and such corporation
will have no class of shares either  authorized or outstanding  ranking prior to
or on a parity with the  Convertible  Preferred  Stock except the same number of
shares ranking prior to or on a parity with the Convertible  Preferred Stock and
having  the  same  rights  and  preferences  as the  shares  of the  Corporation
authorized and outstanding immediately preceding any such transaction.

     8. Conversion. (a) Upon the IPO Date, as and to the extent provided in the
        ----------
next  sentence of this Section  8(a),  shares of  Convertible  Preferred  Stock,
including  shares  issued as dividends  and each related  Convertible  Preferred
Stock Right, held by the Initial  Purchaser or a Designated  Transferee shall be
automatically  converted, at the Conversion Price (as hereinafter defined), into
fully paid and non-assessable shares of Common Stock on the terms and conditions
set forth in this  Section~8(a),  but only to the  extent  the  shares of Common
Stock  into  which  such  shares  of  Convertible  Preferred  Stock  or  related
Convertible  Preferred  Stock Rights have been  converted  are being offered for
sale in the Initial Public Offering;  provided, however, that if the sale of the
related IPO Stock is not  consummated  within 45 Business Days following the IPO
Date,  conversion of the shares of  Convertible  Preferred  Stock or Convertible
Preferred Stock Rights  pursuant to this Section 8(a) shall be ineffective  nunc
                                                                            ----
pro tunc as to the number of shares of Common Stock which are not actually  sold
--- ----
in the Initial Public Offering,  without further action by the Corporation,  the
holders of Convertible Preferred Stock or the holders of Common Stock into which
such  Convertible  Preferred  Stock or Convertible  Preferred  Stock Rights were
originally  converted.  The  number of shares of  Convertible  Preferred  Stock,
including  shares  issued as dividends  and each related  Convertible  Preferred
Stock  Right,  required  to be  converted  shall be equal to such number as will
yield, giving effect to conversion as provided in Section 8(b) at the Conversion
Price,  a number of shares of Common  Stock equal to the number of shares of IPO
Stock  which  are  sold  in the  Initial  Public  Offering  giving  rise  to the
conversion.  The  conversion  of the  shares  of  Convertible  Preferred  Stock,
including  shares  issued as dividends  and each related  Convertible  Preferred
Stock  Right,  pursuant to this  Section 8(a)  shall  occur  without any further
action being taken by the  Corporation or the holders of  Convertible  Preferred
Stock.  Promptly  after the occurrence of the IPO Date,  the  Corporation  shall
deliver to


                                 -6-

<PAGE>


the  holders of the shares of  Convertible  Preferred  Stock  written
notice of such  occurrence  (which  shall  specify  the  number  of such  shares
required  to be  converted  ("Conversion  Shares")),  and  the  holders  of  the
Conversion  Shares shall  promptly  deliver the  certificates  representing  the
Conversion Shares in exchange for the certificates representing the IPO Stock.

     (a) At any time following the IPO Date, each share of Convertible Preferred
Stock,  including  additional  shares  issued  as  dividends  and  each  related
Convertible  Preferred  Stock Right,  shall be  convertible at the option of the
holder thereof into fully paid and  nonassessable  shares of Common Stock on the
terms and  conditions  set forth in this  Section  8(b),  upon  surrender to the
Corporation of the certificates for the shares to be converted, into a number of
fully  paid and  nonassessable  shares of Common  Stock  equal to the  aggregate
Liquidation Value of the Convertible  Preferred Stock and Convertible  Preferred
Stock Rights to be  converted  divided by a  conversion  price (the  "Conversion
Price") which  initially  shall be the Initial  Public  Offering Price and which
shall be subject to  adjustment  for  certain  events as  hereinafter  provided.
Conversion of the Convertible  Preferred  Stock and Convertible  Preferred Stock
Rights as permitted by Section 8(b) hereof may be effected by any holder thereof
upon the surrender to the  Corporation at its principal  office or at such other
office  or  agency  maintained  by  the  Corporation  for  that  purpose  of the
certificate for the Convertible Preferred Stock to be converted accompanied by a
written  notice  stating  that such holder  elects to convert all or a specified
whole number of such shares and related rights in accordance with the provisions
of this  Section  8(b) and  specifying  the name or names in which  such  holder
wishes the certificate or certificates  for shares of Common Stock to be issued.
In case  such  notice  shall  specify  a name or names  other  than that of such
holder,  such  notice  shall be  accompanied  by payment of all  transfer  taxes
payable upon the issuance of shares of Common Stock in such name or names.

     (b) The holder of shares of  Convertible  Preferred  Stock will 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 Convertible  Preferred Stock
and  Convertible   Preferred  Stock  Rights  pursuant  hereto.  As  promptly  as
practicable,  and in any event within ten Business  Days after the  surrender of
the  certificate or certificates  subject to conversion and, if applicable,  the
receipt of such notice  relating  thereto and payment of all transfer  taxes (or
the  demonstration  to the reasonable  satisfaction of the Corporation that such
taxes have been paid),  the  Corporation  shall deliver or cause to be delivered
(i) certificates  representing  the  number of  validly  issued,  fully paid and
nonassessable  shares  of  Common  Stock  to  which  the  holder  of  shares  of
Convertible  Preferred  Stock  and  Convertible  Preferred  Stock  Rights  being
converted  shall be  entitled,  (ii) if less  than the full  number of shares of
Convertible  Preferred  Stock  evidenced  by  the  surrendered   certificate  or
certificates  is being  converted,  a new certificate or  certificates,  of like
tenor,  for the number of shares  evidenced by such  surrendered  certificate or
certificates  less the number of shares and rights  being  converted,  and (iii)
payment of all amounts to which a holder is entitled  pursuant to  Sections 8(d)
and 8(f) hereof.  Such  conversion  shall be deemed to have been made (i) in the
case of conversion pursuant to Section 8(a), as of the IPO Date, and (ii) in the
case of  conversion  pursuant to  Section 8(b),  at the close of business on the
date of giving of the notice to convert  specified  in such  Section and of such
surrender  of  the  certificate  or  certificates  representing  the  shares  of
Convertible  Preferred Stock to be converted (each, an "Effective Date") so that
the rights of the holder thereof as to the shares being converted shall cease as
of the Effective  Date except for the right to receive shares of Common Stock in
accordance  herewith,  and the Person  entitled  to receive the shares of Common
Stock shall be treated for all  purposes as having  become the record  holder of
such shares of Common Stock at the Effective Date.

     (c) Upon conversion of any shares of Convertible Preferred Stock or related
Convertible  Preferred  Stock  Rights,  the holder  thereof shall be entitled to
receive  in  additional  shares  of  Convertible  Preferred  Stock  all  accrued
dividends  payable up to and including the date fixed for conversion  (including
an amount  equal to a prorated  dividend  from the last  Dividend  Payment  Date
immediately  prior  to  the  date  of  conversion).  The  holder  of  shares  of
Convertible  Preferred  Stock at the close of business on a Record Date shall


                                 -7-

<PAGE>

be entitled to receive the dividend payable on such shares on the corresponding
Dividend Payment Date notwithstanding the conversion thereof.

     (d) The  Corporation  shall at all times reserve and keep  available,  free
from liens,  charges and security  interests  and not subject to any  preemptive
rights,  for issuance upon  conversion of the  Convertible  Preferred  Stock and
related  Convertible  Preferred  Stock Rights such number of its  authorized but
unissued  shares of Common  Stock as will  from  time to time be  sufficient  to
permit the conversion of all outstanding  shares of Convertible  Preferred Stock
and Convertible  Preferred  Stock Rights,  and shall take all action required to
increase the authorized  number of shares of Common Stock if necessary to permit
the  conversion of all  outstanding  shares of Convertible  Preferred  Stock and
Convertible Preferred Stock Rights.

     (e) No fractional shares or scrip representing  fractional shares of Common
Stock shall be issued upon the conversion of any shares of Convertible Preferred
Stock or related Convertible  Preferred Stock Rights.  Instead of any fractional
interest in a share of Common Stock which would  otherwise be  deliverable  upon
the  conversion  of a  share  of  Convertible  Preferred  Stock  or  Convertible
Preferred Stock Right, the Corporation  shall pay to the holder of such share an
amount in cash  equal to such  fractional  interest  multiplied  by the  Current
Market  Price of the  Common  Stock on the day of  conversion.  If more than one
share  or right  shall be  surrendered  for  conversion  at one time by the same
holder,  the number of full  shares of Common  Stock  issuable  upon  conversion
thereof shall be computed on the basis of the aggregate Liquidation Value of the
shares of Convertible  Preferred Stock and Convertible Preferred Stock Rights so
surrendered.

     (f) The Conversion Price shall be subject to adjustment as follows:

     (i) In case the  Corporation  shall at any time or from time to time  after
the IPO Date (A) pay a dividend or make a distribution in shares of Common Stock
or securities  convertible  into Common Stock,  (B) subdivide or reclassify  the
outstanding  shares of Common  Stock  into a greater  number of shares of Common
Stock,  (C) combine or reclassify the outstanding  shares of Common Stock into a
smaller  number of shares,  or (D) otherwise  issue by  reclassification  of the
shares of Common Stock any shares of capital stock of the Corporation, then, and
in each such case, the Conversion  Price shall be adjusted so that the holder of
any shares of  Convertible  Preferred  Stock and related  Convertible  Preferred
Stock Rights thereafter  surrendered for conversion shall be entitled to receive
the  number of shares of Common  Stock or other  securities  of the  Corporation
which such holder  would have owned or have been  entitled to receive  after the
happening of any of the events  described  above had such shares of  Convertible
Preferred Stock and related Convertible  Preferred Stock Rights been surrendered
for  conversion  immediately  prior to the happening of such event or the record
date therefor, whichever is earlier. An adjustment made pursuant to this Section
8(g)(i)  shall  become  applicable  (x) in the  case  of any  such  dividend  or
distribution, immediately after the close of business on the record date for the
determination  of holders of shares of Common  Stock  entitled  to receive  such
dividend  or  distribution  and  (y)  in  the  case  of  any  such  subdivision,
reclassification or combination,  at the close of business on the day upon which
such  corporate  action  becomes  effective.   Such  adjustment  shall  be  made
successively.

     (ii) In case the Corporation  shall after the IPO Date (1) issue securities
convertible into or exchangeable for, or warrants, rights or options exercisable
for,  shares of Common Stock, to all holders of its Common Stock or (2) sell and
issue any shares of Common Stock or securities  convertible into or exchangeable
for, or  warrants,  rights or options  exercisable  for,  shares of Common Stock
(except in a Public Offering),  in either case at a price per share (determined,
for purposes of the immediately  preceding  clause (2), in the case of warrants,
rights options and convertible and exchangeable securities,  by dividing (x) the
total amount received or receivable by the Corporation in  consideration  of the
sale  and  issuance  of  such  warrants,   rights,  options  or  convertible  or
exchangeable  securities plus the total


                                 -8-

<PAGE>



consideration  payable to the  Corporation  upon  exercise,  conversion  or
exchange  thereof by (y) the total number of shares of Common  Stock  covered by
such warrants,  rights, options or convertible or exchangeable securities) which
is less than 90% of the Current  Market Price for the period  comprising  the 20
consecutive  Trading Days commencing on the 30th Trading Day prior to the record
date or date of issuance referred to in Section 8(g)(iv)(A) hereof, then, and in
each such case,  the  Conversion  Price shall be reduced in accordance  with the
following formula:

                           
                                 (N x P) 
                                 ------
                   AC = C  x   O +( M )
                               -------- 
                                 O + N    
               
     where
        AC = the adjusted Conversion Price.
        C =      the current Conversion Price.
        O =      the number of shares of Common Stock outstanding on the record
                 date or the issue date,as the case may be.
        N =      the number of additional shares of Common Stock
                 offered.
        P =      the offering price per share of the additional shares.
        M =      the Current Market Price of Common Stock for the period
                 described above ending on the record date or the issue
                 date, as the case may be.

     Notwithstanding  the  foregoing,   adjustments  resulting  from  securities
convertible   into  or  exchangeable   for,  or  warrants,   rights  or  options
exchangeable  for,  shares of Common  Stock  which are also  subject  to Section
8(g)(iii)  hereof shall be calculated in accordance  with the provisions of such
section.

     (iii) In case the Corporation shall after the IPO Date (1) issue securities
convertible into or exchangeable for, or warrants, rights or options exercisable
for shares of Common  Stock,  to all holders of its Common Stock or (2) sell and
issue any shares of Common Stock or securities  convertible into or exchangeable
for, or warrants,  rights,  or options  exercisable  for, shares of Common Stock
(except in a Public  Offering) in either case at a price per share  (determined,
for purposes of the immediately preceding  clause (2),  in the case of warrants,
rights, options and Convertible and exchangeable securities, by dividing (x) the
total amount received or receivable by the Corporation in  consideration  of the
sale  and  issuance  of  such  warrants,   rights,  options  or  convertible  or
exchangeable  securities plus the total consideration payable to the Corporation
upon exercise,  conversion or exchange thereof by (y) the total number of shares
of Common Stock covered by such  warrants,  rights,  options or  convertible  or
exchangeable securities) which is less than the Conversion Price then in effect,
such  Conversion  Price  shall be  reduced  to equal  the  price  determined  by
multiplying the Conversion Price then in effect by a fraction,  the numerator of
which shall be the sum of (x) the number of shares of Common  Stock  outstanding
at the close of business  on the record date or date of issuance  referred to in
Section  8(g)(iv)(A) hereof (without giving effect to any such issuance) and (y)
the number of shares of Common Stock which the aggregate  consideration received
by the  Corporation  for  the  total  number  of  shares  of  Common  Stock  (or
convertible or  exchangeable  securities or warrants,  rights or options) issued
would  purchase at the  Conversion  Price then in effect and the  denominator of
which shall be the sum of (A) the number of shares of Common  Stock  outstanding
at the close of business  on such  record  date or date of issuance  and (B) the
number of shares of Common  Stock  issued  (or into which  such  convertible  or
exchangeable  securities  or  warrants,  rights  or  options  may be  converted,
exchanged or exercised).


                                 -9-

<PAGE>


     (iv) (A) For the purposes of  adjustments  required as a result of Sections
8(g)(ii)(2) and 8(g)(iii)(2) hereof, the shares of Common Stock which the holder
of any such warrants,  rights, options or convertible or exchangeable securities
shall be entitled to subscribe for or purchase  shall be deemed to be issued and
outstanding  as of the date of such  sale and  issuance,  and the  consideration
received or receivable by the  Corporation  therefor  shall be deemed to be the
consideration  received or receivable by the Corporation  (plus any discounts or
commissions  in  connection  therewith)  for such rights,  options,  warrants or
convertible  or  exchangeable  securities,  plus the  consideration  or premiums
stated  in  such  rights,  options,  warrants  or  convertible  or  exchangeable
securities  to be paid for the shares of Common Stock  purchasable  thereby.  In
case  the  Corporation  shall  sell and  issue  shares  of  Common  Stock  for a
consideration  consisting,  in whole or in part, of property  other than cash or
its  equivalent,  then in  determining  the  "price per  share,"  "consideration
payable to the Corporation" and the "consideration received or receivable by the
Corporation"  for  purposes  of the  first  sentence  of  Section  8(g)(ii)  and
8(g)(iii)  hereof  and  the  immediately  preceding  sentence  of  this  Section
8(g)(iv)(A), the Board of Directors shall determine, in its discretion, the fair
value of said property, and such determination,  if made in good faith, shall be
binding.  The adjustments set forth in Sections  8(g)(ii) and 8(g)(iii) shall be
made successively  whenever any such Common Stock, rights,  option,  warrants or
convertible or exchangeable  securities are issued,  and shall become  effective
(i) in the case of Sections  8(g)(ii)(1) and 8(g)(iii)(1),  hereof,  immediately
after the record date for the determination of stockholders  entitled to receive
the rights, options, warrants or convertible or exchangeable securities and (ii)
in the case of  Sections  8(g)(ii)(2)  and  8(g)(iii)(2)  hereof  on the date of
issuance thereof.

     (B) Upon the expiration of any rights, options,  warrants or convertible or
exchangeable  securities  issued by the Corporation  which caused a reduction to
the Conversion Price pursuant to Sections  8(g)(ii)(1) and 8(g)(iii)(1)  hereof,
if any thereof shall not have been exercised, then the Conversion Price shall be
increased  by the  amount  of the  initial  reduction  of the  Conversion  Price
pursuant to such Sections in respect of such expired rights,  options,  warrants
or convertible or exchangeable securities.

     (C)  Neither  (1) the  issuance  of any  shares  of Common  Stock  (whether
treasury  shares  or  newly  issued  shares)  pursuant  to  (x)  a  dividend  or
distribution  on,  or  subdivision,  combination  or  reclassification  of,  the
outstanding  shares of Common Stock  requiring an adjustment  in the  Conversion
Price pursuant to Section  8(g)(i) hereof or (y) the exercise of any convertible
security, warrant, right or option outstanding as of the IPO Date (including the
Convertible  Preferred  Stock),  (2)  the  issuance  of  shares  of  Convertible
Preferred  Stock in payment of dividends on shares of such stock or the issuance
of shares of Common Stock upon  conversion of such shares,  nor (3) the issuance
of options,  warrants  or  restricted  shares of Common  Stock to  directors  or
members of the  management of the  Corporation or its  subsidiaries  pursuant to
management  incentive  plans or stock  option  plans or other  similar  plans in
effect  from time to time,  nor (4) shares of Common  Stock,  warrants,  rights,
options  or  convertible  or  exchangeable  securities  containing  the right to
subscribe  for  or  purchase  shares  of  Common  Stock  issued  in  any  of the
transactions  described in Sections 8(g)(ii)(1) or 8(g)(iii)(1) hereof, shall be
deemed to  constitute  an  issuance  of Common  Stock,  convertible  or exchange
securities,  warrants,  rights or options by the  Corporation  for  purposes  of
Sections 8(g)(ii)(2) and 8(g)(iii)(2). All shares of Common Stock issued and all
shares of  Common  Stock  reserved  for  issuance  pursuant  to any  outstanding
convertible  securities (including the Convertible  Preferred Stock),  warrants,
rights or options deemed not to constitute an issuance  pursuant to the previous
sentence shall  nevertheless  be deemed to be outstanding  for all  computations
pursuant to this  Section  8(g) until such shares are no longer  outstanding  or
such convertible securities warrants, rights or options shall expire.


                                 -10-

<PAGE>



     (v) In case the  Corporation  shall at any time or from time to time  after
the IPO Date  declare,  order,  pay or make a  dividend  or  other  distribution
(including  without  limitation any  distribution of stock or other  securities,
evidences of indebtedness, property or assets or rights or warrants to subscribe
for  securities of the  Corporation  or any of its  Subsidiaries)  on its Common
Stock (other than (A) regular quarterly dividends payable in cash, (B) dividends
or  distributions  of shares of Common  Stock  referred  to in  Section  8(g)(i)
hereof, or (C) dividends and distributions,  referred to in Section  8(g)(ii)(1)
and 8(g)(iii)(1) hereof) (any of the foregoing other than the items specified in
clauses  (A), (B) and (C) referred to as  "Securities  or Assets"),  then and in
each such case,  unless the Corporation  elects to reserve shares or other units
of such Securities or Assets for  distribution to the holders of the Convertible
Preferred Stock upon the conversion of the shares of Convertible Preferred Stock
and  related  Convertible  Preferred  Stock  Rights  so  that  any  such  holder
converting  shares  of  Convertible  Preferred  Stock  and  related  Convertible
Preferred  Stock Rights will receive  upon such  conversion,  in addition to the
shares of the Common Stock to which such holder is entitled, the amount and kind
of such  Securities  or Assets  which such  holder  would have  received if such
holder had,  immediately  prior to the record date for the  distribution  of the
Securities or Assets,  converted its shares of Convertible  Preferred  Stock and
related  Convertible  Preferred  Stock Rights into Common Stock,  the Conversion
Price shall be adjusted  so that the same shall  equal the price  determined  by
multiplying the Conversion Price in effect immediately prior to the date of such
distribution  by a fraction of which the numerator  shall be the Current  Market
Price for the period  comprising the 20 consecutive  Trading Days  commencing on
the 30th  Trading  Day prior to the record date fixed for the  determination  of
stockholders  entitled to receive such  dividend or  distribution  less the then
fair market value (as  determined  by the Board in good faith) of the portion of
the capital stock or assets or evidences of  indebtedness  so  distributed or of
such rights or warrants  applicable to one share of Common  Stock,  and of which
the  denominator  shall be the Current  Market Price of the Common Stock on such
record  date;  provided,  however,  that if the then  fair  market  value (as so
               --------   -------  
determined) of the portion of the Securities or Assets so distributed applicable
to one share of Common  Stock is equal to or  greater  than the  Current  Market
Price of the Common  Stock on the record date  mentioned  above,  in lieu of the
foregoing  adjustment,  adequate  provision shall be made so that each holder of
shares of the  Convertible  Preferred  Stock and related  Convertible  Preferred
Stock Right shall have the right to receive the amount and kind of Securities or
Assets which such holder would have received had such holder converted each such
share of the Convertible Preferred Stock and related Convertible Preferred Stock
Right  immediately  prior  to  the  record  date  for  the  distribution  of the
Securities or Assets.  Such adjustment shall become effective  immediately after
the record date for the  determination of shareholders  entitled to receive such
distribution.

     (vi) For  purposes  of this  Section  8(g),  the number of shares of Common
Stock at any time outstanding  shall not include any shares of Common Stock then
owned or held by or for the account of the Corporation.

     (vii) All  calculations  of the  Conversion  Price pursuant to this Section
8(g) shall be made to the nearest  cent.  Anything in this  Section  8(g) to the
contrary  notwithstanding,  (A) the  Corporation  shall not be  required to give
effect to any adjustment in the Conversion Price unless and until the net effect
of one or more adjustments (each of which shall be carried forward),  determined
as above provided, shall have resulted in a reduction of the Conversion Price of
at least 1%, and when the  cumulative  net effect of more than one adjustment so
determined  shall  be to  reduce  the  Conversion  Price by at  least  1%,  such
reduction in Conversion  Price shall thereupon be given effect and (B) except as
set forth in Section  8(g)(iv)(B)  hereof,  in no event  shall the then  current
Conversion  Price be increased as a result of any  calculation  made at any time
pursuant to this Section 8(g).


                                 -11-

<PAGE>



     (g)  In  case  of  any  capital   reorganization  or   reclassification  of
outstanding  shares of Common  Stock  (other  than a  reclassification  to which
Section 8(g)(i) hereof shall apply),  or in case of any merger or  consolidation
of the  Corporation  with  or into  another  Person,  or in case of any  sale or
conveyance to another  Person of all or  substantially  all of the assets of the
Corporation (each of the foregoing being referred to as a  "Transaction"),  each
share of Convertible  Preferred  Stock and related  Convertible  Preferred Stock
Right then  outstanding  shall  thereafter be  convertible  into, in lieu of the
Common  Stock  issuable  upon  such  conversion  prior to  consummation  of such
Transaction,  the kind and  amount of shares of stock and other  securities  and
property  receivable  (including cash) upon the consummation of such Transaction
by a holder of that  number of shares of Common  Stock  into  which one share of
Convertible   Preferred  Stock  was  convertible   immediately   prior  to  such
Transaction  (including,  on a pro rata basis, the cash,  securities or property
received by holders of Common  Stock in any tender or  exchange  offer that is a
step in such Transaction).

     Notwithstanding  anything contained herein to the contrary, the Corporation
will not effect any Transaction unless,  prior to the consummation  thereof, (i)
the Surviving Person shall agree that the shares of Convertible  Preferred Stock
shall be treated as provided in the first paragraph of this Section 8(h) and the
agreements  governing such Transaction shall so provide,  and (ii) the Surviving
Person thereof shall assume, by written  instrument mailed, by first-class mail,
postage prepaid, to each holder of shares of Convertible Preferred Stock at such
holder's address as it appears in the records of the Corporation, the obligation
to deliver to such holder such cash or other  securities to which, in accordance
with the foregoing provisions, such holder is entitled and such Surviving Person
shall have mailed,  by  first-class  mail,  postage  prepaid,  to each holder of
shares of Convertible  Preferred Stock at such holder's address as it appears in
the  records of the  Corporation,  an opinion of  independent  counsel  for such
Person  stating  that  such  assumption   agreement  is  a  valid,  binding  and
enforceable agreement of the Surviving Person.

     (h) In any case, if necessary,  appropriate  adjustment  (as  determined in
good faith by the Board of Directors)  shall be made in the  application  of the
provisions  set forth in this  Section~8  with  respect to rights and  interests
thereafter of the holders of shares of  Convertible  Preferred  Stock to the end
that the provisions set forth herein for the protection of the conversion rights
of Convertible  Preferred  Stock shall  thereafter be  applicable,  as nearly as
reasonably may be, to any such other shares of stock and other securities (other
than the Common Stock) and property deliverable upon conversion of the shares of
Convertible  Preferred Stock remaining  outstanding with such adjustments in the
Conversion  Price and such other  adjustments  in the  provisions  hereof as the
Board of  Directors  shall in good faith  determine to be  appropriate.  In case
securities or property  other than Common Stock shall be issuable or deliverable
upon  conversion as aforesaid,  then all references in this  Section~8  shall be
deemed to apply,  so far as  appropriate  and as nearly as may be, to such other
securities or property.

     (i)  If  the  Corporation   shall  pay  any  dividend  or  make  any  other
distribution  to the holders of its Common Stock  (other than regular  quarterly
dividends  payable  in cash) or shall  offer  for  subscription  pro rata to the
holders of its Common Stock any  additional  shares of stock of any class or any
other right, or there shall be any Transaction, or there shall be a voluntary or
involuntary dissolution,  liquidation or winding up of the Corporation, then, in
any one or more of said cases the Corporation shall give at least 10 days, prior
written  notice to the holders of  Convertible  Preferred  Stock by  first-class
mail,  postage  prepaid,  to each  holder at its  address  as it  appears in the
records of the Corporation of the earlier of the dates on which (i) the books of
the Corporation  shall close or a record shall be taken for such stock dividend,
distribution  or  subscription  rights  or (ii) such  Transaction,  dissolution,
liquidation  or winding up shall take place;  provided,  that in the case of any
                                              --------
Transaction to which  Section 8(h)  hereof apply, the Corporation  shall give at
least 30 days, and no more than 60 days, prior written notice as aforesaid. Such
notice  shall also  specify the date as of which the holders of the Common Stock
of record shall  participate  in said  dividend,  distribution  or  subscription
rights or shall be entitled to exchange  their  Common Stock for  securities  or
other  property   deliverable   upon  such   reorganization,


                                 -12-

<PAGE>


reclassification,  consolidation, merger, sale or conveyance or participate
in such  dissolution,  liquidation or winding up, as the case may be. Failure to
give such notice shall not invalidate any action so taken.

     9. Reports as to Adjustments  Upon the occurrence of any event specified in
        -------------------------
Section 8(g) hereof that would result in any adjustment of the Conversion Price,
then,  and in  each  such  case,  the  Corporation  shall  promptly  deliver  by
first-class mail, postage prepaid to each holder at its address as it appears in
the records of the Corporation,  a certificate signed by the President or a Vice
President and by the Treasurer or an Assistant  Treasurer or the Secretary or an
Assistant  Secretary of the Corporation  setting forth in reasonable  detail the
event  requiring  the  adjustment  and the method by which such  adjustment  was
calculated  and specifying  the  conversion  rate then in effect  following such
adjustment.  Where  appropriate,  such  notice  to the  holders  of  Convertible
Preferred  Stock may be given in  advance  and  included  as part of the  notice
required pursuant to Section 8(j) hereof.

     10.  Certain  Covenants.  Any  holder of  Convertible  Preferred  Stock may
          ------------------
proceed to protect and enforce its rights and the rights of such  holders by any
available  remedy by  proceeding  at law or in equity to protect and enforce any
such rights,  whether for the specific enforcement of any provision herein or in
aid of the exercise of any power granted herein,  or to enforce any other proper
remedy.

     11.  Definitions.  For the purposes of this Article V,  the following terms
          -----------
shall have the meanings indicated:

     "Business Day" shall mean any day other than a Saturday, Sunday or a day on
which banking  institutions in the State of New York are authorized or obligated
by law or executive order to close.

     "Convertible  Preferred  Stock Right" shall mean with respect to any shares
of Convertible Preferred Stock, at any time, each share, or fraction thereof, of
Convertible Preferred Stock representing an amount equal to any unpaid dividends
on a share of such Convertible Preferred Stock accrued beginning on the Specific
Issue Date relating to such shares.

     "Current  Market Price," when used with reference to shares of Common Stock
or other  securities  on any date,  shall  mean the  closing  price per share of
Common Stock or such other securities on such date and, when used with reference
to shares of Common  Stock or other  securities  for any period,  shall mean the
average  of the daily  closing  prices  per share of Common  Stock or such other
securities  for such  period.  The closing  price for each day shall be the last
sale price,  regular  way, or, in case no such sale takes place on such day, the
average of the  closing  bid and asked  prices,  regular  way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities  listed or admitted to trading on the New York Stock  Exchange or,
if the Common  Stock or such other  securities  are not  listed or  admitted  to
trading  on  the  New  York  Stock  Exchange,  as  reported,  in  the  principal
consolidated  transaction  reporting system with respect to securities listed on
the  principal  national  securities  exchange on which the Common Stock or such
other  securities  are listed or admitted to trading or, if the Common  Stock or
such other  securities  are not listed or  admitted  to trading on any  national
securities  exchange,  the last  quoted  sale  price or, if not so  quoted,  the
average of the high bid and low asked prices in the over-the-counter  market, as
reported by the National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation  System or such other  system then in use, or, if on any such date the
Common Stock or such other  securities are not quoted by any such  organization,
the average of the closing bid and asked prices as  furnished by a  professional
market  maker  making a market  in the  Common  Stock or such  other  securities
selected by the Board of  Directors of the  Corporation.  If the Common Stock or
such other  securities  are not publicly  held or so listed or publicly  traded,
"Current  Market Price" shall mean (a)the  Initial  Public  Offering  Price for
purposes of any determination made in connection with a transaction contemplated
by  Section 8(a),  or (b) the fair market  value per share of Common Stock or of
such other  securities 


                                 -13-

<PAGE>


as determined by an independent investment banking firm with an established
national   reputation  as  a  valuer  of  equity  securities   selected  by  the
Corporation.
              
     "Designated   Transferee"  shall  mean  any  Person  to  whom  the  Initial
Purchasers or any Designated Transferee shall have sold or otherwise transferred
shares of Convertible Preferred Stock.

     "Effective Date" shall have the meaning set forth in Section 8(c) hereof.

     "Initial Public Offering" shall mean the first registration of Common Stock
under the  Securities Act (other than any such  registration  (a) on Form S-4 or
S-8 or any  successor  or similar  forms,  or (b) filed  in  connection  with an
exchange  offer or any  offering  of Common  Stock  solely to the  Corporation's
existing  stockholders) which becomes effective and under which shares of Common
Stock are sold to the public and for which a closing occurs.

     "Initial  Public  Offering  Price"  shall mean the price per share at which
shares of Common  Stock are sold to the public in the Initial  Public  Offering,
less underwriting discounts and commissions.
                  
     "Initial Purchaser" shall mean Bradley N. Rotter.

     "IPO  Date"  shall  mean the  date on which  the  Securities  and  Exchange
Commission shall have declared  effective the registration  statement filed with
respect to the  Initial  Public  Offering in which the  Corporation  is offering
shares of Common Stock and the Initial  Purchaser or a Designated  Transferee is
offering  shares of Common Stock owned  beneficially or of record by the Initial
Purchaser or a Designated Transferee.

     "IPO Stock" shall mean the shares of Common Stock issued upon conversion of
Convertible  Preferred  Stock or  Convertible  Preferred  Stock Rights which are
offered by the  Initial  Purchaser  or a  Designated  Transferee  in the Initial
Public Offering.
    
     "Issue  Date"  shall  mean the first  date on which  shares of  Convertible
Preferred Stock are issued.

     "Junior Securities" shall have the meaning set forth in Section 2 hereof.

     "Parity Securities" shall have the meaning set forth in Section 2 hereof.

     "Person" shall mean any individual, firm, corporation or other entity, and 
shall include any successor (by merger or otherwise) of such entity.

     "Public  Offering"  shall mean a  registration  of Common  Stock  under the
Securities Act (other than any such  registration  (a) on Form S-4 or S-8 or any
successor or similar forms, or (b) filed in connection with an exchange offer or
any  offering of Common  Stock  solely to the  Corporation's  existing  security
holders) which becomes effective and under which shares of Common Stock are sold
to the public and shall include an Initial Public Offering.
                  
     "Securities  Act" shall mean the  Securities  Act of 1933,  or any  similar
Federal  statute,  and the rules and  regulations of the Securities and Exchange
Commission thereunder, all as the same shall be in effect at the time.

     "Specific Issue Date" shall mean, with respect to any shares of Convertible
Preferred  Stock,  the date on which such shares of Convertible  Preferred Stock
are issued.
                                 -14-

                  

<PAGE>


     "Surviving  Person"  shall mean the  continuing  or  surviving  Person of a
merger,  consolidation  or other corporate  combination,  the Person receiving a
transfer  of all or a  substantial  part of the  properties  and  assets  of the
Corporation, or the Person consolidating with or merging into the Corporation in
a merger,  consolidation or other corporate combination in which the Corporation
is the  continuing  or  surviving  Person,  but in  connection  with  which  the
Convertible  Preferred  Stock or Common Stock of the Corporation is exchanged or
converted  into the  securities of any other Person or the right to receive cash
or any other property.

     "Trading Day" shall mean a day on which the principal  national  securities
exchange on which the Common  Stock is listed or admitted to trading is open for
the transaction of business or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, a Business Day.
                  
     "Transaction" shall have the meaning set forth in Section~8(h).


                                   ARTICLE VI
                                   ==========



     12. Number of Directors.  Subject to the rights,  if any, of the holders of
         -------------------
any  series  of  the  Preferred  Stock  to  elect  additional   directors  under
circumstances  specified  in  a  Preferred  Stock  Designation,  the  number  of
directors  of the  Corporation  shall  be fixed  from  time to time by or in the
manner provided in the By-Laws of the Corporation (the "By-Laws").

     13. No Cumulative  Voting.  Cumulative  voting by the  stockholders  of the
         ---------------------
Corporation  at  any  election  for  directors  of  the  Corporation  is  hereby
prohibited.

     14. Classified Board of Directors. The directors of the Corporation,  other
         -----------------------------
than  those who may be elected  by the  holders  of any series of the  Preferred
Stock,  will be  classified  with respect to the time for which they hold office
into three classes designated,  respectively,  Class 1, Class 2 and Class 3. The
number of  directors  from time to time in office  shall be divided as nearly as
possible equally among the three classes. The directors first appointed to Class
1,  Class 2 and Class 3 will  hold  office  for a term  expiring  at the  annual
meeting of stockholders to be held in 1996,  1997 and 1998,  respectively,  with
the members of each class to hold office until their  successors are elected and
qualified.  Directors  may be  elected  by  stockholders  only at a  meeting  of
stockholders.  At each annual meeting of  stockholders of the  Corporation,  the
successors of the class of directors  whose terms expire at such meeting will be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.

     15.  Nomination  of  Director  Candidates.  Advance  notice of  stockholder
          ------------------------------------
nominations  for the election of directors must be given in the manner  provided
in the By-Laws of the Corporation.

     16. Newly Created  Directorships  and Vacancies.  Subject to the rights, if
         -------------------------------------------
any,  of the  holders  of any  series  of  Preferred  Stock to elect  additional
Directors under circumstances specified in a Preferred Stock Designation,  newly
created directorships resulting from any increase in the number of directors and
any vacancies on the Board of Directors  resulting from any cause will be filled
solely by the affirmative vote of a majority of the remaining  directors then in
office,  even though less than a quorum,  or by a sole remaining  director.  Any
director elected in accordance with the preceding  sentence will hold office for
the  remainder  of the full  term of the  class of  directors  in which  the new
directorship  was  created or the  vacancy  occurred  and until such  director's
successor has been elected and qualified. No decrease in the number of directors
constituting  the  Board of  Directors  may  shorten  the term of any  incumbent
director.


                                 -15-

<PAGE>

     17. Removal. Subject to the rights, if any, of the holders of any series of
         -------
Preferred  Stock in  respect  of the  election  of  additional  directors  under
circumstances  specified in a Preferred Stock  Designation,  any director may be
removed  from  office (a) by the Board as provided in the By-Laws and (b) by the
stockholders  only for cause and only in the manner  provided in this Section 6.
At any  annual  meeting or special  meeting of the  stockholders,  the notice of
which  states that the removal of a director or  directors is among the purposes
of the  meeting,  the  affirmative  vote of the  holders of at least 66_% of the
outstanding  Voting Stock,  voting  together as a single class,  may remove such
director  or  directors  for cause.  For the  purposes  of this  Certificate  of
Incorporation,  "Voting Stock" means stock of the Company of any class or series
entitled to vote generally in the election of directors.

     18. Election of Directors  Without  Written Ballot.  Elections of directors
         ----------------------------------------------
need not be by written ballot except and to the extent provided by the By-laws.

     19. Amendments.  Notwithstanding any other provision of this Certificate of
         ----------
Incorporation,  the  affirmative  vote of the  holders  of at least  66_% of the
outstanding  Voting Stock,  voting together as a single class, shall be required
to amend,  alter or repeal,  or to adopt any provision  inconsistent  with, this
Article VI.

                                   ARTICLE VII
                                   ============

     Each  person who is or was or had agreed to become a director or officer of
the Corporation, and each such person who is or was serving or who had agreed to
serve at the request of the Board of Directors or an officer of the Corporation,
as an employee or agent of the Corporation or as a director,  officer, employee,
or agent of another  corporation,  partnership,  joint venture,  trust, or other
entity,  whether for profit or not for profit  (including the heirs,  executors,
administrators,  or  estate  of  such  person),  shall  be  indemnified  by  the
Corporation to the full extent permitted by the DGCL or any other applicable law
as currently or hereafter in effect.  The right of  indemnification  provided in
this  Article  VII (a) will not be  exclusive  of any other  rights to which any
person  seeking  indemnification  may otherwise be entitled,  including  without
limitation  pursuant  to any  contract  approved  by a majority  of the Board of
Directors  of the  Corporation  (whether  or not the  directors  approving  such
contract are or are to be parties to such  contract or similar  contracts),  and
(b) will be applicable to matters otherwise within its scope whether or not such
matters arose or arise before or after the adoption of this Article VII. Without
limiting the  generality or the effect of the  foregoing,  the  Corporation  may
adopt  By-Laws,  or enter into one or more  agreements  with any  person,  which
provide for  indemnification  greater or  different  than that  provided in this
Article  VII or the  DGCL.  Notwithstanding  anything  to the  contrary  in this
Article VII, in the event that the  Corporation  enters into a contract with any
person  providing for  indemnification  of such person,  the  provisions of such
contract  will  exclusively  govern  the  Company's  obligations  in  respect of
indemnification  for or  advancement of fees or  disbursements  of such person's
counsel or any other  professional  engaged by such  person.  Any  amendment  or
repeal of, or adoption of any  provisions  inconsistent  with,  this Article VII
will not adversely affect any right or protection existing hereunder, or arising
out of events  occurring or  circumstances  existing,  prior to such  amendment,
repeal, or adoption and no such amendment,  repeal, or adoption, will affect the
legality,  validity,  or  enforceability  of any contract  entered into or right
granted prior to the effective date of such amendment, repeal, or adoption.

                                  ARTICLE VIII
                                  =============

     To the fullest  extent  permitted by the DGCL or any other  applicable  law
currently or  hereinafter in effect,  no director shall be personally  liable to
the Corporation or any  stockholder for monetary  damages for or with respect to
any acts or omissions in the  performance  of his or her duties as a director of
the


                                      -16-

<PAGE>


     Corporation.  Any  repeal or  modification  of this  Article  VIII will not
adversely  affect  any right or  protection  of a  director  of the  Corporation
existing prior to such repeal or modification.

                                   ARTICLE IX
                                   ===========

     In furtherance and not in limitation of the rights, powers, privileges, and
discretionary  authority  granted or conferred  by the DGCL or other  statute or
laws of the State of Delaware, the Board of Directors is expressly authorized to
make,  amend  and  repeal  any  one or more  provisions  of the  By-Laws  of the
Corporation  without  any  action  on the  part  of the  stockholders,  but  the
stockholders  may make additional  By-Laws and may later amend or repeal any one
or more  provisions  of the  By-Laws,  whether  adopted  by  them or  otherwise.
Notwithstanding  the foregoing  and anything  contained in this  Certificate  of
Incorporation  to the  contrary,  Sections 1.1, 1.3, 1.9, 2.1, 2.2, 2.3, 2.4 and
5.5 of the By-Laws may not be amended or  repealed by the  stockholders,  and no
provision inconsistent therewith may be adopted by the stockholders, except upon
the affirmative  vote of the holders of at least 66_% of the outstanding  Voting
Stock, voting together as a single class.  Notwithstanding anything contained in
this Certificate of  Incorporation to the contrary,  the affirmative vote of the
holders of at least 66_% of the outstanding  Voting Stock,  voting together as a
single  class,  is  required  to  amend  or  repeal,   or  adopt  any  provision
inconsistent with, this Article IX.
     
     IN WITNESS  WHEREOF,  the  Corporation  has caused this Second  Amended and
Restated Certificate of Incorporation to be signed in its name and on its behalf
by a duly authorized officer.

                                               POINT WEST CAPITAL CORPORATION
                                               (F/K/A DIGNITY PARTNERS, INC.)



                                               By: /s/Alan B. Perper
                                               --------------------------------
                                                  Alan B. Perper
                                                  President

ATTEST:


/s/John Ward Rotter
--------------------------------
John Ward Rotter
Secretary


                                 -17-