# Exhibit 3.(i).1

RESTATED
                                                CERTIFICATE OF INCORPORATION
                                                             OF
                                                     IOMEGA CORPORATION

                                       PURSUANT TO SECTIONS 242 AND 245 OF THE GENERAL
                                          CORPORATION LAW OF THE STATE OF DELAWARE

IOMEGA
CORPORATION (hereinafter called the Corporation), a corporation
originally organized and incorporated under the name Databyte
Corporation by the filing of a Certificate of Incorporation in the office
of the Secretary of State of the State of Delaware on April 2, 1980, and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify that (a) at a meeting of the Board of Directors of
the Corporation, the Board of Directors duly adopted a resolution pursuant to
Sections 242 and 245 of the General Corporation Law of the State of Delaware
proposing an amendment to and restatement of the Certificate of Incorporation of
the Corporation and declaring said amendment and restatement to be advisable;
(b) the stockholders of the Corporation duly approved said proposed amendment
and restatement by written consent in accordance with Sections 228 and 242 of
the General Corporation Law of the State of Delaware, and written notice of such
consent has been given to all stockholders who have not consented in writing to
said amendment and restatement; and (c) the capital of the Corporation will not
be reduced under or by reason of this amendment and restatement.

The resolution setting forth the amendment and restatement is as follows:

RESOLVED:         That the Restated Certificate of Incorporation of the Corporation shall read as follows:

| | FIRST:  | The name of the Corporation is IOMEGA CORPORATION.                                                                                                                                                                                                                                                                 
| | ------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                    
| | SECOND: | The registered office of the Corporation is to be located at No. 100 West Tenth Street, in the
                           City of Wilmington, in the County of New Castle, in the State of Delaware.  The name of its
                           registered agent at such address is The Corporation Trust Company.
| |         |                                                                                                                                                                                                                                                                                                                    
| | THIRD:  | The purpose of the Corporation is to engage in any lawful act or activity for which a corporation
                           may be organized under the General Corporation Law of Delaware.                                                                                                                       

Without
limiting in any manner the scope and generality of the foregoing, it is hereby
provided that the Corporation shall have the following purposes, objects and
powers:

To purchase, manufacture, produce, assemble, receive, lease or in any manner acquire, hold,
own, use, operate, install, maintain, service, repair, process, alter, improve,
import, export, sell, lease, assign, transfer and generally to trade and deal in
and with computers and computer systems, equipment, devices, apparatus,
components, parts and supplies of every type and description, natural or
manufactured articles or products, machinery, equipment, devices, systems,
parts, supplies, apparatus, goods, wares, merchandise and personal property of
every kind, nature or description, tangible or intangible, used or capable of
being used for any purpose whatsoever; and to engage and participate in any
mercantile, manufacturing or trading business of any kind or character.

To
improve, manage, develop, sell, assign, transfer, lease, mortgage, pledge or
otherwise dispose of or turn to account or deal with all or any part of the
property of the corporation and from time to time to vary any investment or
employment of capital of the corporation.

To borrow money, and to make and issue notes, bonds, debentures, obligations and evidences of indebtedness of all
kinds, whether secured by mortgage, pledge or otherwise, without limit as to amount, and to secure the
same by mortgage, pledge or otherwise; and generally to make and perform
agreements and contracts of every kind and description, including contracts of
guaranty and suretyship.

To
lend money for its corporate purposes, invest and reinvest its funds, and take,
hold and deal with real and personal property as security for the payment of
funds so loaned or invested.

To
the same extent as natural persons might or could do, to purchase or otherwise
acquire, and to hold, own, maintain, work, develop, sell, lease, exchange, hire,
convey, mortgage or otherwise dispose of and deal in lands and leaseholds, and
any interest, estate and rights in real property, and any personal or mixed
property, and any franchises, rights, licenses or privileges necessary,
convenient or appropriate for any of the purposes herein expressed.

To
apply for, obtain, register, purchase, lease or otherwise to acquire and to
hold, own, use, develop, operate and introduce and to sell, assign, grant
licenses or territorial rights in respect to, or otherwise to turn to account or
dispose of, any copyrights, trade marks, trade names, brands, labels, patent
rights, letters patent of the United States or of any other country or
government, inventions, improvements and processes, whether used in connection
with or secured under letters patent or otherwise.

To
participate with others in any corporation, partnership, limited partnership,
joint venture, or other association of any kind, or in any transaction,
undertaking or arrangement which the participating corporation would have power
to conduct by itself, whether or not such participation involves sharing or
delegation of control with or to others; and to be an incorporator, promoter or
manager of other corporations of any type or kind.

To
pay pensions and establish and carry out pension, profit sharing, stock option,
stock purchase, restricted stock, stock bonus, retirement, benefit, incentive
and commission plans, trusts and provisions for any or all of its directors,
officers and employees, and for any or all of the directors, officers and
employees of its subsidiaries; and to provide insurance for its benefit on the
life of any of its directors, officers or employees, or on the life of any
stockholder for the purpose of acquiring at his death shares of its stock owned
by such stockholders.

To
acquire by purchase, subscription or otherwise, and to hold for investment or
otherwise and to use, sell, assign, transfer, mortgage, pledge or otherwise deal
with or dispose of stocks, bonds or any other obligations or securities of any
corporation or corporations; to merge or consolidate with any corporation in
such manner as may be permitted by law; to aid in any manner any corporation
whose stocks, bonds or other obligations are held or in any manner guaranteed by
this corporation, or in which this corporation is in any way interested; and to
do any other acts or things for the preservation, protection, improvement or
enhancement of the value of any such stock, bonds of other obligations; and
while owner of any such stock, bonds or other obligations to exercise all the
rights, powers and privileges of ownership thereof, and to exercise any and all
voting powers thereon; and to guarantee the payment of dividends upon any stock,
the principal or interest or both, of any bonds or other obligations, and the
performance of any contracts.

To
do all and everything necessary, suitable and proper for the accomplishment of
any of the purposes or the attainment of any of the objects or the furtherance
of any of the powers hereinbefore set forth, either alone or in association with
other corporations, firms or individuals, and to do every other act or acts,
thing or things incidental or appurtenant to or growing out of or connected with
the aforesaid business or powers or any part or parts thereof, provided the same
be not inconsistent with the laws under which this corporation is organized.

The
business or purpose of the Corporation is from time to time to do any one or
more of the acts and things hereinabove set forth, and it shall have power to
conduct and carry on its said business, or any part thereof, and to have one or
more offices, and to exercise any or all of its corporate powers and rights, in
the State of Delaware, and in the various other states, territories, colonies
and dependencies of the United States, in the District of Columbia, and in all
or any foreign countries.

The
enumeration herein of the objects and purposes of the Corporation shall be
construed as powers as well as objects and purposes and shall not be deemed to
exclude by inference any powers, objects or purposes which the corporation is
empowered to exercise, whether expressly by force of the laws of the State of
Delaware now or hereafter in effect, or impliedly by the reasonable construction
of the said laws.

| | FOURTH: | The total number of shares of stock which the Corporation shall have authority to issue is
30,000,000 shares of Common Stock, $.03 1/3 par value per share.                                                                                                                  
| | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                              
| | FIFTH:  | The following provisions are inserted for the management of the business and for the conduct of
        the affairs of the Corporation, and for further definition, limitation and regulation of the
        powers of the Corporation and of its directors and stockholders:

| | (1) | The number of directors of the Corporation shall be such as from time to time
shall be fixed by, or in the manner provided in the by-laws. Election of
directors need not be by ballot unless the by-laws so provide.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The Board of Directors shall have power without the assent or vote of the
stockholders to make, alter, amend, change, add to or repeal the by-laws of the
Corporation; to fix and vary the amount to be reserved for any proper purpose;
to authorize and cause to be executed mortgages and liens upon all or any part
of the property of the Corporation; to determine the use and disposition of any
surplus or net profits; and to fix the times for the declaration and payment of
dividends.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | In addition to the powers and authorities hereinbefore or by statute expressly
conferred upon them, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation; subject, nevertheless, to the provisions of the statutes of
Delaware, of this certificate, and to any by-laws from time to time made by the
stockholders; provided, however, that no by-laws so made shall invalidate any
prior act of the directors which would have been valid if such by-law had not
been made.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | SIXTH:   | The Corporation shall, to the full extent permitted by Section 145 of the
Delaware General Corporation Law, as amended from time to time, indemnify all
directors and officers of the Corporation whom it may indemnify pursuant
thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | SEVENTH: | Whenever a compromise or arrangement is proposed between this corporation and
its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under the provisions of
Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | EIGHTH:  | The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors, and officers are subject to this reserved power.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

IN
WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereto
affixed and this Certificate of Amendment and Restatement to be signed by its
President and attested by its Secretary this 14th day of July, 1983.

| | IOMEGA CORPORATION By:  /s/ Gabriel P. Fusco
    President
| | ----------------------------------------------------------

|ATTEST: | /s/ Paul P. Brountas
Secretary
(CORPORATE SEAL)
|------- | -----------------------------------------------

CERTIFICATE OF AMENDMENT OF
                                          RESTATED CERTIFICATE OF INCORPORATION OF
                                                     IOMEGA CORPORATION

IOMEGA
CORPORATION (the Corporation), a corporation originally organized
and incorporated under the name Databyte Corporation by the filing
of a Certificate of Incorporation in the office of the Secretary of State of the
State of Delaware on April 2, 1980, and existing under and by virtue of the
General Corporation Law of the State of Delaware, does hereby certify as
follows:

| | 1. | The Restated Certificate of Incorporation of the Corporation is hereby amended
by deleting, in its entirety, Article FOURTH, and inserting in lieu thereof a
new Article FOURTH, which shall read in its entirety as follows:
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | FOURTH.
The total number of shares of capital stock of all classes which the Corporation
shall have authority to issue is 35,000,000, consisting of 30,000,000 shares of
Common Stock, $.03 1/3 par value per share, and 5,000,000 shares of Preferred
Stock, $.01 par value per share.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
following is a statement of the designations, powers, preferences and rights,
and the relative, participating, optional or other special rights, and the
qualifications, limitations and restrictions granted to or imposed upon the
respective classes of shares of capital stock of the Corporation or the holders
thereof:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A. | COMMON STOCK
| | -- | ------------

| | The
voting and dividend rights, and the rights in the event of the liquidation of
the Corporation, of the holders of Common Stock are subject to and qualified by
such rights of the holders of any series of Preferred Stock as set forth herein
or as the Board of Directors may designate upon the issuance of shares of any
series of Preferred Stock.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
holders of Common Stock are entitled to one vote for each share held at all
meetings of stockholders. There shall be no cumulative voting.
| | ----------------------------------------------------------------------------------------------------------------------------------------------

| | Dividends
may be declared and paid on Common Stock from funds lawfully available therefor
as and when determined by the Board of Directors and subject to any preferential
dividend rights of any then outstanding shares of Preferred Stock.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Upon
the dissolution or liquidation of the Corporation, whether voluntary or
involuntary, holders of Common Stock will be entitled to receive pro rata all
net assets of the Corporation available for distribution after payment of
creditors and payment of any preferential liquidation rights of any then
outstanding shares of Preferred Stock.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | B. | PREFERRED STOCK
| | -- | ---------------

| | Preferred
Stock may be issued from time to time in one or more series, each of such series
to have such terms as stated or expressed herein and in the resolution or
resolutions providing for the issuance of shares of such series adopted by the
Board of Directors of the Corporation as hereinafter provided. Any shares of
Preferred Stock which may be redeemed, purchased or acquired by the Corporation
may be reissued except as otherwise provided by law. Different series of
Preferred Stock shall not be construed to constitute different classes of shares
for the purposes of voting by classes unless expressly provided.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Authority
is hereby expressly granted to the Board of Directors to issue from time to time
shares of Preferred Stock in one or more series, and in connection with the
creation of any such series, by resolution or resolutions providing for the
issuance of the shares thereof, to determine and fix such voting powers, full or
limited, or no voting powers, and such designation, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including without limitation dividend rights,
conversion rights, redemption privileges and liquidation preferences, as shall
be stated and expressed in such resolutions, all to the full extent now or
hereafter permitted by the General Corporation Law of Delaware. Without limiting
the generality of the foregoing, the resolutions providing for the issuance of
shares of any series of Preferred
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Stock
may provide that such series shall be superior or rank equally or be junior to
shares of any other series of Preferred Stock to the extent permitted by law.
Unless otherwise expressly provided, no vote of the holders of shares of
Preferred Stock or Common Stock shall be a prerequisite to the issuance of any
shares of any series of Preferred Stock authorized by and complying with the
conditions of the Restated Certificate of Incorporation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | The Restated Certificate of Incorporation of the Corporation is
hereby amended by adding a new Article NINTH, which shall read in its
entirety as follows:
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | NINTH:
Except to the extent that the General Corporation Law of the State of Delaware
prohibits the elimination of liability of directors for breaches of fiduciary
duty, no director of the Corporation shall be liable for any breach of fiduciary
duty. No amendment to or repeal of this provision shall apply to or have any
effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Pursuant to the requirements of Section 242 of the General Corporation Law of
the State of Delaware, (i) the Board of Directors of the Corporation adopted
resolutions setting forth the foregoing amendments to the Restated Certificate
of Incorporation of the Corporation, declaring their advisability, and directing
that they be presented to the stockholders of the Corporation for consideration,
and (ii) the stockholders of the Corporation duly approved the foregoing
amendments.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Senior Vice
President - Finance and Planning and attested by its Assistant Secretary, and its corporate seal to be affixed, this 20th
day of May, 1987.

| | IOMEGA CORPORATION By:  /s/ E. Kevin Dahill
    Senior Vice President - 
    Finance and Planning
| | -------------------------------------------------------------------------------------------------

|ATTEST: | /s/ Gwenn Newbold
Gwenn Newbold
Secretary
(CORPORATE SEAL)
|------- | ----------------------------------------------------------

IOMEGA CORPORATION
                                         CERTIFICATE OF DESIGNATION OF SERIES A AND
                                            SERIES B CONVERTIBLE PREFERRED STOCK

---

Iomega Corporation, a
Delaware corporation (the Corporation), pursuant to authority
conferred on the Board of Directors of the Corporation by the Restated
Certificate of Incorporation, as amended, of the Corporation and in accordance
with the provisions of Section 151 of the General Corporation Law of the State
of Delaware, certifies that the Board of Directors of the Corporation, at a
meeting thereof duly called and held on October 13, 1987, duly adopted the
following resolutions providing for the establishment of two series of Preferred
Stock of the Corporation, one to be designated Series A Convertible
Preferred Stock and consisting of 1,200,000 shares and one to be
designated Series B Convertible Preferred Stock and consisting of
250,000 shares, as follows:

| | RESOLVED:
That, pursuant to the authority expressly granted and vested in the Board of
Directors of the Company in accordance with the provisions of its Restated
Certificate of Incorporation, there are hereby established (i) a series of
Preferred Stock of the Company, consisting of 1,200,000 shares designated
Series A Convertible Preferred Stock (Series A Preferred
Stock) and (ii) a series of Preferred Stock of the Company, consisting of
250,000 shares designated Series B Convertible Preferred Stock
(Series B Preferred Stock); and subject to the limitations provided
by law and by the Restated Certificate of Incorporation, the powers,
designations, preferences and relative, participating, optional or other special
rights of, and the qualifications, limitations or restrictions upon, the Series
A Preferred Stock and Series B Preferred Stock shall be as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A.        SERIES A CONVERTIBLE PREFERRED STOCK.

One million two hundred
thousand (1,200,000) shares of the authorized and unissued Preferred Stock of
the Corporation are hereby designated Series A Convertible Preferred
Stock (the Series A Preferred Stock) with the following
rights, preferences, powers, privileges and restrictions, qualifications and
limitations.

| | 1. | DIVIDENDS.
| | -- | ----------

(a)      
    The holders of record of shares of the Series A Preferred Stock shall be entitled to receive,
when and as declared by the Board of Directors of the Corporation, out of any funds legally available therefor, dividends
at the rate of five percent (5%)per annum of the Series A
Preference (as defined in Subsection 2(a) below) of such shares for the 1989
calendar year and at the rate of six percent (6%) per annum of the Series A
Preference thereafter. Accrued dividends for each calendar year shall be paid
annually on the March 31 (a dividend payment date) following the end
of such calendar year (commencing March 31, 1990) to holders of record of shares
of Series A Preferred Stock on such record date (not more than 60 days prior to
March 31) as is established by the Board of Directors for such dividend.

Dividends at the applicable
rates set forth above shall accrue daily and be cumulative from January 1, 1989.
For purposes of the payment of dividends in cash, the amount of any dividends
accrued on any shares of Series A Preferred Stock at any dividend payment date
shall be deemed to be the amount of any unpaid dividends accumulated thereon to
and including the last day of the preceding calendar year, whether or not earned
or declared.

Notwithstanding anything to
the contrary herein, accrued dividends for any calendar year shall not be
required to be paid unless the Corporations after-tax net income (before
any extraordinary benefits) for such year, as shown on the Companys
audited consolidated financial statements, is equal to or greater than the sum
of the aggregate amount of such accrued dividends. Any accrued dividends that
are not paid shall be paid on the dividend payment date following the end of the
first succeeding calendar year in which the Corporations after-tax net
income, before any extraordinary benefits (determined as set forth above), is
sufficient to pay all of such accrued but unpaid dividends and the regular
dividend on the Series A Preferred Stock for such year.

(b)      
So long as shares of Series A Preferred Stock are outstanding, no cash dividends shall be paid or
declared on the Common Stock of the Corporation or any security ranking junior to the Series A Preferred Stock as to the
payment of dividends, unless all dividends on the Series A Preferred Stock for all past dividend payment dates shall have
been paid and the full dividend payment for the dividend payment date next succeeding the payment date of such cash
dividend shall have been paid or declared and set apart for payment.

| | 2. | LIQUIDATION, DISSOLUTION OR WINDING UP.
| | -- | ---------------------------------------

(a)      In the event of any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the
assets of the Corporation available for distribution to its stockholders, after and subject to the payment in full of all
amounts required to be distributed to the holders of any other class or series of stock of the Corporation
ranking on liquidation
prior and in preference to the Series A Preferred Stock (collectively referred
to as Senior Preferred Stock), but before any payment shall be made
to the holders of Common Stock or any other class or series of stock ranking on
liquidation junior to the Series A Preferred Stock (such Common Stock and other
stock being collectively referred to as Junior Stock) by reason of
their ownership thereof, an amount equal to $5.00 per share (the Series A
Preference). The Series A Preferred Stock shall rank on a parity with the
Series B Preferred Stock upon any liquidation, dissolution or winding up of the
Corporation. If upon any such liquidation, dissolution or winding up of the
Corporation the remaining assets of the Corporation available for distribution
to its stockholders shall be insufficient to pay the holders of shares of Series
A Preferred Stock the full amount to which they shall be entitled, the holders
of shares of Series A Preferred Stock, Series B Preferred Stock and any other
class or series of stock ranking on liquidation on a parity with the Series A
Preferred Stock shall share ratably in any distribution of the remaining assets
and funds of the Corporation in proportion to the respective amounts which would
otherwise be payable in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to such shares were paid
in full.

(b)      
  After the payment of all preferential amounts required to be paid to the holders of Senior
Preferred Stock, Series A Preferred Stock and any other class or series of stock of the Corporation ranking on liquidation
on a parity with the Series A Preferred Stock, upon the liquidation, dissolution or winding up of the Corporation, the
holders of shares of Junior Stock then outstanding shall be entitled to receive the remaining assets and funds of the
Corporation available for distribution to its stockholders.

(c)      
 A consolidation or merger of the Corporation with or into another corporation or entity, or a
sale of all or substantially all of the assets of the Corporation, shall not be regarded as a liquidation, dissolution or
winding up of the Corporation within the meaning of this Section 2.

3.        VOTING.
      Except as otherwise required by law, holders of Series A  Preferred Stock shall have no voting
rights.

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

(a)      As used herein, the following items shall have the following
respective meanings:

(i)      "CONVERSION DATE" shall have the meaning set forth in Subsection 4(d)(i).

(ii)      "MARKET VALUE" shall mean (A) if the Common Stock of the
Corporation is listed on any national securities
exchange or the NASDAQ National Market System, the reported last sale price of
the Common Stock on such exchange or system, or, if the Common Stock shall not
be so listed, (B) the average of the closing bid and asked prices for the Common
Stock, as reported by NASDAQ, or (C) if there are no such closing bid and asked
prices, the fair market value of the Common Stock as determined by the Board of
Directors of the Corporation.

(iii)      "SERIES A MINIMUM CONVERSION PRICE" shall mean $15.00 per share, subject to adjustment
pursuant to the provisions of this Section 4.

(iv)      "SERIES A CONVERSION PRICE" shall mean, as of the applicable Conversion Date, the
greater of (A) the average
of the Market Values of the Common Stock for the five consecutive Trading Days
preceding (but not including) such Conversion Date, or (B) the then effective
Series A Minimum Conversion Price.

(v)      "TRADING DAY" shall mean any day on which the New York Stock Exchange is generally open
for trading.

(b)      RIGHT TO CONVERT.  If (but only if) the Market Value of Common Stock of the Corporation shall
have been equal to or greater than the Series A Minimum Conversion Price for at least 20 of the 30 Trading Days preceding
the Conversion Date, holders of shares of Series A Preferred Stock may convert all or any of such shares, on such
Conversion Date, into such number of fully paid and nonassessable shares of Common Stock as is determined by (i)
multiplying the aggregate Series A Preferences of the shares so converted by 1.5, (ii) adding to such sum the aggregate
amount of any accrued but unpaid dividends on such shares, excluding any such dividends declared for payment by the Board
of Directors to holders of Series A Preferred Stock on a record date occurring prior to or on the Conversion Date, and
(iii) dividing the sum so obtained by the Series A Conversion Price in effect on such Conversion Date.

In
the event of a notice of redemption of any shares of Series A Preferred Stock
pursuant to Section 6 hereof, the Series A Conversion Rights of the shares
designated for redemption shall terminate at the close of business on the fifth
Trading Day preceding the date fixed for redemption. In the event of a
liquidation, dissolution or winding up of the Corporation, the Series A Conversion Rights
shall terminate at the close of business on the first Trading Day preceding the
date fixed for the payment of any amounts distributable on liquidation to the
holders of Series A Preferred Stock.

(c)      FRACTIONAL SHARES.  No fractional shares of Common Stock shall be issued upon conversion of the
Series A Preferred Stock.  In lieu of any fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the then effective Series A Conversion Price.

(d)      MECHANICS OF CONVERSION.

(i)      In order for a holder of Series A Preferred Stock to convert shares of Series A
Preferred Stock into shares
of Common Stock, such holder shall surrender the certificate or certificates for
such shares of Series A Preferred Stock, at the office of the transfer agent for
the Series A Preferred Stock (or at the principal office of the Corporation if
the Corporation serves as its own transfer agent), together with written notice
that such holder elects to convert all or any number of the shares of the Series
A Preferred Stock represented by such certificate or certificates. Such notice
shall state such holders name or the names of the nominees in which such
holder wishes the certificate or certificates for shares of Common Stock to be
issued. If required by the Corporation, certificates surrendered for conversion
shall be endorsed or accompanied by a written instrument or instruments of
transfer, in form satisfactory to the Corporation, duly executed by the
registered holder or his or its attorney duly authorized in writing. The date of
receipt of such certificates and notice by the transfer agent (or by the
Corporation if the Corporation serves as its own transfer agent) shall be the
Conversion Date, provided, however, that in the event that the shares tendered
for conversion are not eligible for conversion on the date of receipt of such
certificates and notice by the transfer agent (or by the Corporation if the
Corporation serves as its own transfer agent), the transfer agent or Corporation
shall promptly return such certificates to the registered holder. The
Corporation shall, as soon as practicable after the Conversion Date, issue and
deliver at such office to such holder of Series A Preferred Stock, or to his or
its nominees, a certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled, together with cash in lieu of any
fraction of a share.

(ii)      The Corporation shall at all times when the Series A Preferred Stock shall be
outstanding, reserve and keep available out of its authorized but unissued stock, for the pur
pose of effecting the
conversion of the Series A Preferred Stock, such number of its duly authorized
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding Series A Preferred Stock.

(iii)      
All shares of Series A Preferred Stock which shall have been surrendered for conversion
as herein provided shall no
longer be deemed to be outstanding and all rights with respect to such shares,
including the rights, if any, to receive notices and to vote, shall immediately
cease and terminate on the Conversion Date, except only the right of the holders
thereof to receive (A) shares of Common Stock in exchange therefor pursuant to
Subsection 4(b), (B) payments of accrued but unpaid dividends in accordance with
Subsection 4(d)(iv) and (C) payments in lieu of any fractional shares pursuant
to Subsection 4(c). Any shares of Series A Preferred Stock so converted shall be
retired and cancelled and shall not be reissued, and the Corporation may from
time to time take such appropriate action as may be necessary to reduce the
authorized Series A Preferred Stock accordingly.

(iv)      In the case of any share of Series A Preferred Stock which is converted after any
dividend record date and on
or prior to the corresponding dividend payment date (except shares of Series A
Preferred Stock called for redemption during such period as to which any accrued
and unpaid dividends shall have been paid), the dividend payable on such
dividend payment date shall be paid on such date notwithstanding such conversion
and such dividend shall be paid to the person who is the holder of such shares
of Series A Preferred Stock at the close of business on such dividend record
date.

(e)      ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS.  If the Corporation shall at any time or from time
to time after the date on which a share of Series A Preferred Stock was first issued (the "Series A Original Issue Date")
effect a subdivision of the outstanding Common Stock, the Series A Minimum Conversion Price then in effect immediately
before that subdivision shall be proportionately decreased.  If the Corporation shall at any time or from time to time
after the Series A Original Issue Date combine the outstanding shares of Common Stock, the Series A Minimum Conversion
Price then in effect immediately before the combination shall be proportionately increased.  Any adjustment under this
paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(f)      ADJUSTMENT FOR DIVIDENDS AND DISTRIBUTIONS.  In the event the Corporation at any time, or from
time to time after the Series A Original Issue Date shall make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or
other distribution payable in additional shares of Common Stock, then and in
each such event the Series A Minimum Conversion Price then in effect shall be
decreased as of the time of such issuance or, in the event such a record date
shall have been fixed, as of the close of business on such record date, by
multiplying the Series A Minimum Conversion Price then in effect by a fraction:

(1)      the numerator of which shall be the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of business on such record date, and

(2)      the denominator of which shall be the total number of shares of Common Stock issued and
outstanding immediately
prior to the time of such issuance or the close of business on such record date
plus the number of shares of Common Stock issuable in payment of such dividend
or distribution; provided, however, if such
record date shall have been fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Series A Minimum
Conversion Price shall be recomputed accordingly as of the close of business on
such record date and thereafter the Series A Minimum Conversion Price shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions.

(g)      ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC.  In case of any consolidation or merger of the
Corporation with or into another corporation (other than a merger or consolidation in which the Corporation is the
surviving corporation and which does not result in any reclassification of the outstanding shares of Common Stock) or the
sale of all or substantially all of the assets of the Corporation to another corporation, entity or person, each share of
Series A Preferred Stock shall thereafter be convertible into the kind and amount of shares of stock or other securities or
assets to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such
Series A Preferred Stock would have been entitled upon such consolidation, merger or sale (assuming for this purpose the
conversion of the Series A Preferred Stock into Common Stock pursuant to Subsection 4(b) at the then effective Series A
Conversion Price).

(h)      CERTIFICATE AS TO ADJUSTMENTS.  The Corporation shall, upon the written request at any time of
any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a certificate setting forth (i)
such adjustments and readjustments, (ii) the Series
A Minimum Conversion Price then in effect, and (iii) the number of shares of
Common Stock and the amount, if any, of other property which then would be
received upon the conversion of Series A Preferred Stock.

5.        MANDATORY CONVERSION.

(a)      The Corporation may, at its option, require all, but not less than all, holders of shares of
Series A Preferred Stock then outstanding to convert their shares of Series A Preferred Stock into shares of Common Stock,
at the then effective Series A Conversion price and otherwise in accordance with the terms of Section 4, if the Market
Value of the Common Stock has been equal to or greater than the Series A Minimum Conversion Price for at least 20 of the 30
Trading Days prior to notice of such required conversion by the Corporation.

(b)      All holders of record of shares of Series A Preferred Stock will be given at least 10 days' prior
written notice of the date fixed and the place designated for mandatory conversion of shares of Series A Preferred Stock
pursuant to this Section 5.  Such notice will be sent by first class or registered mail, postage prepaid, to each record
holder of Series A Preferred Stock at such holder's address last shown on the records of the transfer agent for the Series
A Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent).  On or before the date fixed
for conversion, each holder of shares of Series A Preferred Stock shall surrender his or its certificate or certificates
for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates
for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 5.  On the date fixed
for conversion, all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to
receive notices and vote, will terminate, except only the rights of the holders thereof, upon surrender of their
certificate or certificates therefor, to receive (i) certificates for the number of shares of Common Stock into which such
Series A Preferred Stock has been converted, (ii) payments of any accrued but unpaid dividends in accordance with
Subsection 4(d)(iv) and (iii) payments in lieu of any fractional shares pursuant to Subsection 4(c).  If so required by the
Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments
of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his or its attorney duly
authorized in writing.  As soon as practicable after the date of such mandatory conversion and the surrender of the
certificate or certificates for Series A Preferred Stock, the Corporation shall cause to be issued and delivered to such
holder, or on his or its written order, a
certificate or certificates for the number of full shares of Common Stock
issuable on such conversion in accordance with the provisions hereof and cash as
provided in Subsection 4(c) in respect of any fraction of a share of Common
Stock otherwise issuable upon such conversion.

(c)      All certificates evidencing shares of Series A Preferred Stock which are required to be
surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates are so
required to be surrendered, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock
represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders
thereof to surrender such certificates on or prior to such date.  The Corporation may thereafter take such appropriate
action as may be necessary to reduce the authorized Series A Preferred Stock accordingly.

6.        MANDATORY REDEMPTION.

(a)      The Corporation will, subject to the conditions set forth in Subsection 6(b) below, on the date
ten years after the Series A Original Issue Date (the "Series A Redemption Date"), redeem from each holder of shares of
Series A Preferred Stock, at a price per share equal to the Series A Preference, plus an amount equal to all accrued but
unpaid dividends thereon (the "Series A Redemption Price"), all of the shares of Series A Preferred Stock held by such
holder on the Series A Redemption Date.

(b)      If the funds of the Corporation legally available for redemption of Series A Preferred Stock on
the Series A Redemption Date are insufficient to redeem all of the shares of Series A Preferred Stock then outstanding,
those funds which are legally available will be used to redeem the maximum possible number of such shares of Series A
Preferred Stock ratably on the basis of the number of shares of Series A Preferred Stock which would be redeemed on such
date if the funds of the Corporation legally available therefor had been sufficient to redeem all shares of Series A
Preferred Stock.  At any time thereafter when additional funds of the Corporation become legally available for the
redemption of Series A Preferred Stock, such funds will be used, after the end of the next succeeding fiscal quarter (also
referred to as a "Series A Redemption Date"), to redeem the balance of the shares, ratably on the basis set forth in the
preceding sentence.

(c)      The Corporation shall provide notice of any redemption of Series A Preferred Stock pursuant to
this Section 6 specifying the time and place of redemption and the Series A Redemption Price, by first class or registered
mail, postageprepaid, to each holder of
record of Series A Preferred Stock at the address for such holder last shown on
the records of the transfer agent therefor (or the records of the Corporation,
if it serves as its own transfer agent), not more than 60 nor less than 30 days
prior to the date on which such redemption is to be made. If less than all
Series A Preferred Stock owned by such holder is then to be redeemed, the notice
will also specify the number of shares which are to be redeemed. Upon mailing
any such notice of redemption, the Corporation will become obligated to redeem
at the time of redemption specified therein all Series A Preferred Stock
specified therein (other than such shares of Series A Preferred Stock as are
duly converted pursuant to Section 4 or Section 5 prior to the close of business
on the fifth Trading Day preceding the Series A Redemption Date). In case less
than all Series A Preferred Stock represented by any certificate is redeemed in
any redemption pursuant to this Section 6, a new certificate will be issued
representing the unredeemed Series A Preferred Stock to the holder thereof.

(d)      No share of Series A Preferred Stock is entitled to any dividends declared after its Series A
Redemption Date, and on such Series A Redemption Date all rights of the holder of such share as a stockholder of the
Corporation by reason of the ownership of such share will cease, except the right to receive the Series A Redemption Price
of such share, without interest, upon presentation and surrender of the certificate representing such share, and such share
will not from and after such Series A Redemption Date be deemed to be outstanding.

(e)      Any Series A Preferred Stock redeemed pursuant to this Section 6 will be cancelled and will not
under any circumstances be reissued, sold or transferred and the Corporation may from time to time take such appropriate
action as may be necessary to reduce the authorized Series A Preferred Stock accordingly.

B.        SERIES B CONVERTIBLE PREFERRED STOCK.

Two hundred fifty thousand
(250,000) shares of the authorized and unissued Preferred Stock of the
Corporation are hereby designated Series B Convertible Preferred
Stock (the Series B Preferred Stock) with the following
rights, preferences, powers, privileges and restrictions, qualifications and
limitations.

1.        DIVIDENDS.

(a)      The holders of record of shares of the Series B Preferred Stock shall be entitled to receive,
when and as declared by the Board of Directors of the Corporation, out of any funds legally available therefor, dividends
at the rate of five percent (5%)per annum of the Series B
Preference (as defined in Subsection 2(a) below) of such shares for the 1989
calendar year and at the rate of six percent (6%) per annum of the Series B
Preference thereafter. Accrued dividends for each calendar year shall be paid
annually on the March 31 (a dividend payment date) following the end
of such calendar year (commencing March 31, 1990) to holders of record of shares
of Series B Preferred Stock on such record date (not more than 60 days prior to
March 31) as is established by the Board of Directors for such dividend.

Dividends
at the applicable rates set forth above shall accrue daily and be cumulative
from January 1, 1989. The amount of any dividends accrued on any shares of
Series B Preferred Stock at any dividend payment date shall be deemed to be the
amount of any unpaid dividends accumulated thereon to and including the last day
of the preceding calendar year, whether or not earned or declared.

Notwithstanding
anything to the contrary herein, accrued dividends for any calendar year shall
not be required to be paid unless the Corporations after-tax net income
(before any extraordinary benefits) for such year, as shown on the
Companys audited consolidated financial statements, is equal to or greater
than the sum of the aggregate amount of such accrued dividends and the aggregate
amount of all dividends required to be paid on the Series A Preferred Stock for
such year. Any accrued dividends that are not paid shall be paid on the dividend
payment date following the end of the first succeeding calendar year in which
the Corporations after-tax net income, before any extraordinary benefits
(determined as set forth above), is sufficient to pay all of such accrued but
unpaid dividends, the regular dividend on the Series B Preferred Stock for such
year and all accrued but unpaid dividends required to be paid on such dividend
payment date with respect to the Series A Preferred Stock.

(b)      So long as shares of Series B Preferred Stock are outstanding, no cash dividends shall be paid or
declared on the Common Stock of the Corporation or any security ranking junior to the Series B Preferred Stock as to the
payment of dividends, unless all dividends on the Series B Preferred Stock for all past dividend payment dates shall have
been paid and the full dividend payment for the dividend payment date next succeeding the payment date of such cash
dividend shall have been paid or declared and set apart for payment.

2.        LIQUIDATION, DISSOLUTION OR WINDING UP.

(a)      In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation, the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of
the assets of the Corporation available for distribution to its stockholders,
after and subject to the payment in full of all amounts required to be
distributed to the holders of any other class or series of stock of the
Corporation ranking on liquidation prior and in preference to the Series B
Preferred Stock (collectively referred to as Senior Preferred Common
Stock), but before any payment shall be made to the holders of Common
Stock or any other class or series of stock ranking on liquidation junior to the
Series B Preferred Stock (such Common Stock and other stock being collectively
referred to as Junior Stock) by reason of their ownership thereof,
an amount equal to $5.00 per share (the Series B Preference ). The
Series B Preferred Stock shall rank on a parity with the Series A Preferred
Stock upon any liquidation, dissolution or winding up of the Corporation. If
upon any such liquidation, dissolution or winding up of the Corporation the
remaining assets of the Corporation available for distribution to its
stockholders shall be insufficient to pay the holders of shares of Series B
Preferred Stock the full amount to which they shall be entitled, the holders of
shares of Series B Preferred Stock, Series A Preferred Stock and any other class
or series of stock ranking on liquidation on a parity with the Series B
Preferred Stock shall share ratably in any distribution of the remaining assets
and funds of the Corporation in proportion to the respective amounts which would
otherwise be payable in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to such shares were paid
in full.

(b)      After the payment of all preferential amounts required to be paid to the holders of Senior
Preferred Stock, Series B Preferred Stock and any other class or series of stock of the Corporation ranking on liquidation
on a parity with the Series B Preferred Stock, upon the liquidation, dissolution or winding up of the Corporation, the
holders of shares of Junior Stock then outstanding shall be entitled to receive the remaining assets and funds of the
Corporation available for distribution to its stockholders.

(c)      A consolidation or merger of the Corporation with or into another corporation or entity, or a
sale of all or substantially all of the assets of the Corporation, shall not be regarded as a liquidation, dissolution or
winding up of the Corporation within the meaning of this Section 2.

3.        VOTING.  The Corporation shall not amend, alter or repeal the preferences, special rights or other powers
of the Series B Preferred Stock so as to affect adversely the Series B Preferred Stock, or authorize any class or series of
capital stock having a preference over the Series B Preferred Stock with respect to liquidation or
redemption rights or dividends, without the written consent or affirmative vote
of the holders of a majority of the then outstanding shares of Series B
Preferred Stock, given in writing or by vote at a meeting, consenting or voting
(as the case may be) separately as a class. Except as expressly set forth above
or as otherwise required by law, holders of Series B Preferred Stock shall have
no voting rights.

4.        
OPTIONAL CONVERSION.  The holders of the Series B Preferred Stock shall have conversion rights as follows
(the "Series B Conversion Rights"):

(a)      As used herein, the following items shall have the
following respective meanings:

(i)      "CONVERSION DATE"
shall have the meaning set forth in Subsection 4(d)(i).

(ii)      "MARKET VALUE" shall mean (A) if the
 Common Stock of the Corporation is listed on any
national securities
exchange or the NASDAQ National Market System, the reported last sale price of
the Common Stock on such exchange or system, or (B) if the Common Stock shall
not be so listed, the average of the closing bid and asked prices for the Common
Stock, as reported by NASDAQ, or (C) if there are no such closing bid and asked
prices, the fair market value of the Common Stock as determined by the Board of
Directors of the Corporation.

(iii)      "SERIES B MINIMUM CONVERSION PRICE" shall mean $7.50 per share, subject to adjustment
pursuant to the provisions of this Section 4.

(iv)      "SERIES B CONVERSION PRICE" shall mean,
as of the applicable Conversion Date, the
greater of (A) the average
of the Market Values of the Common Stock for the five consecutive Trading Days
preceeding (but not including) such Conversion Date, or (B) the then effective
Series B Minimum Conversion Price.

(v)      "TRADING DAY" shall mean any day
on which the New York Stock Exchange is generally open
for trading.

(b)      RIGHT TO CONVERT.  If (but only if) the Market Value of Common Stock of the Corporation shall
have been equal to or greater than the Series B Minimum Conversion Price for at least 20 of the 30 Trading Days preceding
the Conversion Date, holders of shares of Series B
Preferred Stock may convert all or any of such shares, on such Conversion Date,
into such number of fully paid and nonassessable shares of Common Stock as is
determined by (i) multiplying the aggregate Series B Preferences of the shares
so converted by 1.5, (ii) adding to such sum the aggregate amount of any accrued
but unpaid dividends on such shares, excluding any such dividends declared for
payment by the Board of Directors to holders of Series B Preferred Stock on a
record date occurring prior to or on the Conversion Date, and (iii) dividing the
sum so obtained by the Series B Conversion Price in effect on such Conversion
Date.

In the event of a notice of
redemption of any shares of Series B Preferred Stock pursuant to Section 6
hereof, the Series B Conversion Rights of the shares designated for redemption
shall terminate at the close of business on the fifth Trading Day preceding the
date fixed for redemption. In the event of a liquidation, dissolution or winding
up of the Corporation, the Series B Conversion Rights shall terminate at the
close of business on the first Trading Day preceding the date fixed for the
payment of any amounts distributable on liquidation to the holders of Series B
Preferred Stock.

(c)      FRACTIONAL SHARES.  No fractional shares of Common Stock shall be issued upon conversion of the
Series B Preferred Stock.  In lieu of any fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the then effective Series B Conversion Price.

(d)      MECHANICS OF CONVERSION.

(i)      
In order for a holder of Series B Preferred Stock to convert shares of Series B
Preferred Stock into shares
of Common Stock, such holder shall surrender the certificate or certificates for
such shares of Series B Preferred Stock, at the office of the transfer agent for
the Series B Preferred Stock (or at the principal office of the Corporation if
the Corporation serves as its own transfer agent), together with written notice
that such holder elects to convert all or any number of the shares of the Series
B Preferred Stock represented by such certificate or certificates. Such notice
shall state such holders name or the names of the nominees in which such
holder wishes the certificate or certificates for shares
of Common Stock to be issued.  If required by the Corporation, certificates
surrendered for conversion shall be endorsed or accompanied by a written
instrument or instruments of transfer, in form satisfactory to the Corporation,
duly executed by the registered holder or his or its attorney duly authorized in
writing. The date of receipt of such certificates and notice by the transfer
agent (or by the Corporation if the Corporation serves as its own transfer
agent) shall be the Conversion Date, provided, however, that in the event that
the shares tendered for conversion are not eligible for conversion on the date
of receipt of such certificates and notice by the transfer agent (or by the
Corporation if the Corporation serves as its own transfer agent), the transfer
agent or Corporation shall promptly return such certificates to the registered
holder. The Corporation shall, as soon as practicable after the Conversion Date,
issue and deliver at such office to such holder of Series B Preferred Stock, or
to his or its nominees, a certificate or certificates for the number of shares
of Common Stock to which such holder shall be entitled, together with cash in
lieu of any fraction of a share.

(ii)      
The Corporation shall at all times when the Series B Preferred Stock shall be
outstanding, reserve and
keep available out of its authorized but unissued stock, for the purpose of
effecting the conversion of the Series B Preferred Stock, such number of its
duly authorized shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding Series B Preferred Stock.

(iii)      
All shares of Series B Preferred Stock which shall have been surrendered for conversion
as herein provided shall no
longer be deemed to be outstanding and all rights with respect to such shares,
including the rights, if any, to receive notices and to vote, shall immediately
cease and terminate on the Conversion Date, except only the right of the holders
thereof to receive (A) shares of Common Stock in exchange therefor pursuant to
Subsection 4(b), (B) payments of accrued but unpaid dividends in accordance with
Subsection 4(d)(iv) and (C) payments in lieu of any fractional shares pursuant
to Subsection 4(c). Any shares of Series B Preferred Stock so converted
shall be retired and cancelled and shall not be reissued, and the Corporation
may from time to time take such appropriate action as may be necessary to
reduce the authorized Series B Preferred Stock accordingly.

(iv)      In the case of any share of Series B Preferred Stock which is converted after any
dividend record date and on
or prior to the corresponding dividend payment date (except shares of Series B
Preferred Stock called for redemption during such period as to which any accrued
and unpaid dividends shall have been paid), the dividend payable on such
dividend payment date shall be paid on such date notwithstanding such conversion
an such dividend shall be paid to the person who is the holder of such shares of
Series B Preferred Stock at the close of business on such dividend record date.

(e)      ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS.  If the Corporation shall at any time or from time
to time after the date on which a share of Series B Preferred Stock was first issued (the "Series B Original Issue Date")
effect a subdivision of the outstanding Common Stock, the Series B Minimum Conversion Price then in effect immediately
before that subdivision shall be proportionately decreased.  If the Corporation shall at any time or from time to time
after the Series B Original Issue Date combine the outstanding shares of Common Stock, the Series B Minimum Conversion
Price then in effect immediately before the combination shall be proportionately increased.  Any adjustment under this
paragraph shall become  effective at the close of business on the date the subdivision or combination becomes effective.

(f)      ADJUSTMENT FOR DIVIDENDS AND DISTRIBUTIONS.  In the event the Corporation at any time, or from
time to time after the Series B Original Issue Date shall make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock,
then and in each such event the Series B Minimum Conversion Price then in effect shall be decreased as of the time of such
issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by
multiplying the Series B Minimum Conversion Price then in effect by a fraction:

| |  |  | (1) | the numerator of which shall be the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the
close of business on such record date, and
| |  |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | (2) | the denominator of which shall be the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the
close of business on such record date plus the number of shares of Common Stock
issuable in payment of such dividend or distribution;
| |  |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

provided, however, if such
record date shall have been fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Series B Minimum
Conversion Price shall be recomputed accordingly as of the close of business on
such record date and thereafter the Series B Minimum Conversion Price shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions.

(g)      
ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC.  In case of any consolidation or merger of the
Corporation with or into another corporation (other than a merger or consolidation in which the Corporation is the
surviving corporation and which does not result in any reclassification of the outstanding shares of Common Stock) or the
sale of all or substantially all of the assets of the Corporation to another corporation, entity or person, each share of
Series B Preferred Stock shall thereafter be convertible into the kind and amount of shares of stock or other securities or
assets to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such
Series B Preferred Stock would have been entitled upon such consolidation, merger or sale (assuming for this purpose the
conversion of the Series B Preferred Stock into Common Stock pursuant to Subsection 4(b) at the then effective Series B
Conversion Price).

(h)      
CERTIFICATE AS TO ADJUSTMENTS.  The Corporation shall, upon the written request at any time of
any holder of Series B Preferred Stock, furnish or cause to be furnished to such holder a certificate setting forth (i)
such adjustments and readjustments, (ii) the Series B Minimum Conversion Price then in effect, and (iii) the number of
shares of Common Stock and the amount, if any, of other property which then would be received upon the conversion of Series
B Preferred Stock.

5.        MANDATORY CONVERSION.

(a)      The Corporation may, at its option, require all, but not less than all, holders of shares of
Series B Preferred Stock then outstanding to convert their shares of Series B Preferred Stock into shares of Common Stock,
at the then effective Series B Conversion Price and otherwise in accordance with the terms of Section 4, if the Market
Value of the Common Stock has been equal to or greater than the Series B Minimum Conversion Price for at least 20 of the 30
Trading Days prior to notice of such required conversion by the Corporation.

(b)      All holders of record of shares of Series B Preferred Stock will be given at least 10 days' prior
written notice of the date fixed and the place designated for mandatory conversion of shares of Series B Preferred Stock
pursuant to this Section 5.  Such notice will be sent by first class or registered mail, postage prepaid, to each record
holder of Series B Preferred Stock at such holder's address last shown on the records of the transfer agent for the Series
B Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent).  On or before the date fixed
for conversion, each holder of shares of Series B Preferred Stock shall surrender his or its certificate or certificates
for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates
for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 5.  On the date fixed
for conversion, all rights with respect to the Series B Preferred Stock so converted, including the rights, if any, to
receive notices and vote, will terminate, except only the rights of the holders thereof, upon surrender of their
certificate or certificates therefor, to receive (i) certificates for the number of shares of Common Stock into which such
Series B Preferred Stock has been converted, (ii) payments of any accrued but unpaid dividends in accordance with
Subsection 4(d)(iv) and (iii) payments in lieu of any fractional shares pursuant to Subsection 4(c).  If so required by the
Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments
of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his or its attorney duly
authorized in writing.  As soon as practicable after the date of such mandatory conversion and the surrender of the
certificate or certificates for Series
B Preferred Stock, the Corporation shall cause to be issued and delivered to
such holder, or on his or its written order, a certificate or certificates for
the number of full shares of Common Stock issuable on such conversion in
accordance with the provisions hereof and cash as provided in Subsection 4(c) in
respect of any fraction of a share of Common Stock otherwise issuable upon such
conversion.

(c)      All certificates evidencing shares of Series B Preferred Stock which are required to be
surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates are so
required to be surrendered, be deemed to have been retired and cancelled and the shares of Series B Preferred Stock
represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders
thereof to surrender such certificates on or prior to such date.  The Corporation may thereafter take such appropriate
action as may be necessary to reduce the authorized Series B Preferred Stock accordingly.

6.        MANDATORY REDEMPTION.

(a)      The Corporation will, subject to the conditions set forth in Subsection 6(b) below, on the date
ten years after the Series B Original Issue Date (the "Series B Redemption Date"), redeem from each holder of shares of
Series B Preferred Stock, at a price per share equal to the Series B Preference, plus an amount equal to all accrued but
unpaid dividends thereon (the "Series B Redemption Price"), all of the shares of Series B Preferred Stock held by such
holder on the Series B Redemption Date.

(b)      If the funds of the Corporation legally available for redemption of Series B Preferred Stock on
the Series B Redemption Date are insufficient to redeem all of the shares of Series B Preferred Stock then outstanding,
those funds which are legally available will be used to redeem the maximum possible number of such shares of Series B
Preferred Stock ratably on the basis of the number of shares of Series B Preferred Stock which would be redeemed on such
date if the funds of the Corporation legally available therefor had been sufficient to redeem all shares of Series B
Preferred Stock.  At any time thereafter when additional funds of the Corporation become legally available for the
redemption of Series B Preferred Stock, such funds will be used, after the end of the next succeeding fiscal quarter (also
referred to as a "Series B Redemption Date"), to redeem the balance of the shares, ratably on the basis set forth in the
preceding sentence.

(c)      The Corporation shall provide notice of any redemption of Series B Preferred Stock pursuant to
this Section 6 specifying the time and place of redemption and the Series B Redemption Price, by first class or registered
mail, postage prepaid, to each holder of record of Series B Preferred Stock at the address for such holder last shown on
the records of the transfer agent therefor (or the records of the Corporation, if it serves as its own transfer agent), not
more than 60 nor less than 30 days prior to the date on which such redemption is to be made.  If less than all Series B
Preferred Stock owned by such holder is then to be redeemed, the notice will also specify the number of shares which are to
be redeemed.  Upon mailing any such notice of redemption, the Corporation will become obligated to redeem at the time of
redemption specified therein all Series B Preferred Stock specified therein (other than such shares of Series B Preferred
Stock as are duly converted pursuant to Section 4 or Section 5 prior to the close of business on the fifth Trading Day
preceding the Series B Redemption Date).  In case less than all Series B Preferred Stock represented by any certificate is
redeemed in any redemption pursuant to this Section 6, a new certificate will be issued representing the unredeemed Series
B Preferred Stock to the holder thereof.

(d)      No share of Series B Preferred Stock is entitled to any dividends declared after its Series B
Redemption Date, and on such Series B Redemption Date all rights of the holder of such share as a stockholder of the
Corporation by reason of the ownership of such share will cease, except the right to receive the Series B Redemption Price
of such share, without interest, upon presentation and surrender of the certificate representing such share, and such share
will not from and after such Series B Redemption Date be deemed to be outstanding.

(e)      Any Series B Preferred Stock redeemed pursuant to this Section 6 will be cancelled and will not
under any circumstances be reissued, sold or transferred and the Corporation may from time to time take such appropriate
action as may be necessary to reduce the authorized Series B Preferred Stock accordingly.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed by its Chief
Executive Officer and attested by its Assistant Secretary, and its corporate seal to be affixed this 27th day of October,
1987.

| | IOMEGA CORPORATION By:  /s/ Michael J. Kucha
    Chief Executive Officer
| | ------------------------------------------------------------------------

ATTEST:/s/ Gwenn Newbold
Gwenn Newbold
Assistant Secretary
[CORPORATE SEAL]

CERTIFICATE OF DESIGNATIONS
 of
 SERIES C JUNIOR PARTICIPATING PREFERRED STOCK
 of
 IOMEGA CORPORATION

Iomega
Corporation, a corporation organized and existing under the General Corporation
Law of the State of Delaware (hereinafter called the Corporation),
pursuant to the authority conferred on the Board of Directors of the Corporation
by the Restated Certificate of Incorporation, as amended, and in accordance with
the provisions of Section 151 of the General Corporation Law of the State of
Delaware, hereby certifies that the following resolution was adopted by the
Board of Directors of the Corporation at a meeting duly called and held on July
28, 1989:

RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board of
Directors of this Corporation in accordance with the provisions of its Restated
Certificate of Incorporation, as amended, there is hereby created a series of
preferred stock, $.01 par value (the Preferred Stock), of the
Corporation to be designated as Series C Junior Participating Preferred
Stock; and, subject to the limitations provided by law and by the Restated
Certificate of Incorporation, the powers, preferences and relative,
participating, optional or other rights of, and the qualifications, limitations
or restrictions upon, the Series C Junior Participating Preferred Stock shall be
as follows:

SERIES C JUNIOR PARTICIPATING PREFERRED STOCK:
1.
DESIGNATION AND AMOUNT. The shares of such series shall be designated as
Series C Junior Participating Preferred Stock (the Series C
Preferred Stock) and the number of shares constituting the Series C
Preferred Stock shall be 250,000. Such number of shares shall be increased or
decreased by resolution of the Board of Directors of the Corporation
(hereinafter, the Board of Directors or the Board);
PROVIDED, that no decrease shall reduce the number of shares of Series C
Preferred Stock to a number less than the number of shares then outstanding plus
the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series C Preferred Stock.

2. DIVIDENDS AND DISTRIBUTIONS.
(a) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar
stock) ranking prior and superior to the Series C Preferred Stock with respect to dividends, the holders of shares of
Series C Preferred Stock, in preference to the holders of Common Stock, par value $.03 1/3 per share (the "Common Stock"),
of the Corporation, and of any other security ranking junior to the Series C Preferred Stock as to the payment of
dividends, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Corporation
legally available for the payment of dividends, quarterly dividends payable in cash on March 31, June 30, September 30 and
December 31 in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series C Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1 or (ii) subject to the provision
for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C
Preferred Stock.  In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the amount to which holders of shares of Series C Preferred Stock were
entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such
event.
(b)  The Corporation shall declare a dividend or distribution on the Series C Preferred Stock as provided
in paragraph (a) of this Section 2 immediately after it declares a dividend or distribution on the Common Stock (other than
a dividend payable in shares of Common Stock) and
the Corporation shall pay such dividend or distribution on the Series C
Preferred Stock before the dividend or distribution declared on the Common Stock
is paid or set apart; provided that, in the event no dividend or distribution
shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1 per share on the Series C Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(c)  Dividends shall begin to accrue and be cumulative on outstanding shares of Series C Preferred Stock
from the Quarterly Dividend Payment date next preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment
Date or is a date after the record date for the determination of holders of shares of Series C Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not
bear interest.  Dividends paid on the shares of Series C Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding.  The Board of Directors may fix a record date for the determination of holders of
shares of Series C Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the payment thereof.

3.  VOTING RIGHTS.  The holders of shares of Series C Preferred Stock shall have the following voting rights:
(a)  Subject to the provision for adjustment hereinafter set forth, each share of Series C Preferred
Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the
Corporation.  In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series C
Preferred Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(b)  Except as otherwise provided herein, in the Certificate of Incorporation or by law, the holders of
shares of Series C Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.

(c)  (i)  If any time dividends on any Series C Preferred Stock shall be in arrears in an amount equal to
six quarterly dividends thereon, the holders of the Series C Preferred Stock, voting as a separate series from all other
series of Preferred Stock and classes of capital stock, shall be entitled to elect two members of the Board of Directors in
addition to any Directors elected by any other series, class or classes of securities and the authorized number of
Directors will automatically be increased by two.  Promptly thereafter, the Board of Directors of this Corporation shall,
as soon as may be practicable, call a special meeting of holders of Series C Preferred Stock for the purpose of electing
such members of the Board of Directors.  Said special meeting shall in any event be held within 45 days of the occurrence
of such arrearage.
(ii)  During any period when the holders of Series C Preferred Stock, voting as a separate
series, shall be entitled
and shall have exercised their right to elect two Directors, then and during
such time as such right continues (A) the then authorized number of Directors
shall be increased by two, and the holders of Series C Preferred Stock, voting
as a separate series, shall be entitled to elect the additional Director so
provided for, and (B) each such additional Director shall not be a member of any
existing class of the Board of Directors, but shall serve until the next annual
meeting of stockholders for the election of Directors, or until his successor
shall be elected and shall qualify, or until his right to hold such office
terminates pursuant to the provisions of this paragraph (c).
(iii)  A Director elected pursuant to the terms hereof may be removed with or without cause by
the holders of Series C
Preferred Stock entitled to vote in an election of such Director.
(iv)  If, during any interval between annual meetings of stockholders for the election of
Directors and while the holders of Series C Preferred Stock shall be entitled to elect two Directors, there is no such
Director in office by reason of resignation, death or removal, then, promptly
thereafter, the Board of Directors shall cause a special meeting of the holders
of Series C Preferred Stock for the purpose of filling such vacancy and such
vacancy shall be filled at such special meeting. Such special meeting shall in
any event be held within 45 days of the occurrence of such vacancy.

(v)  At such time as the arrearage is fully cured, and all dividends accumulated and unpaid on
any shares of Series C
Preferred Stock outstanding are paid, and, in addition thereto, at least one
regular dividend has been paid subsequent to curing such arrearage, the term of
office of any Director elected pursuant to this paragraph (c), or his successor,
shall automatically terminate, and the authorized number of Directors shall
automatically decrease by two, the rights of the holders of the shares of the
Series C Preferred Stock to vote as provided in this paragraph (c) shall cease,
subject to renewal from time to time upon the same terms and conditions, and the
holders of shares of the Series C Preferred Stock shall have only the limited
voting rights elsewhere herein set forth.
(d)  Except as set forth herein, or as otherwise provided by law, holders of Series C Preferred Stock
shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate action.
4.  CERTAIN RESTRICTIONS.
(a)  Whenever quarterly dividends or other dividends or distributions payable on the Series C Preferred
Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions,
whether or not declared, on shares of Series C Preferred Stock outstanding shall have been paid in full, the Corporation
shall not:
(i)  declare or pay dividends, or make any other distributions, on any shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series C Preferred Stock;
(ii)  declare or pay dividends, or make any other distributions, on any shares of stock ranking
on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series C
Preferred Stock, except dividends paid ratably on the Series C Preferred Stock
and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii)  redeem or purchase or otherwise acquire for consideration shares of any stock ranking
junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series C
Preferred Stock, provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such junior stock in exchange for shares of
any stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series C Preferred Stock; or
(iv)  redeem or purchase or otherwise acquire for consideration any shares of Series C Preferred
Stock, or any shares of
stock ranking on a parity with the Series C Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.
(b)  The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire
for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.
5.
REACQUIRED SHARES. Any shares of Series C Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the Certificate of
Incorporation, or in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock or as otherwise required by law.
6.  LIQUIDATION, DISSOLUTION OR WINDING UP.
(a)  Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made
(i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding
up) to the Series C Preferred Stock unless, prior
thereto, the holders of shares of Series C Preferred Stock shall have received
$100 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of Series C Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (ii) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series C Preferred Stock,
except distributions made ratably on the Series C Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up.
(b)  Neither the consolidation, merger or other business combination of the Corporation with or into any
other corporation nor the sale, lease, exchange or conveyance of all or any part of the property, assets or business of the
Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Section
6.
(c)  In the event the Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series C
Preferred Stock were entitled immediately prior to such event under the proviso in clause (i) of paragraph (a) of this
Section 6 shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

7.
CONSOLIDATION, MERGER, ETC. Notwithstanding anything to the contrary contained
herein, in case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series C Preferred Stock shall at
the same time be similarly exchanged or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which
or for which each share of Common Stock is changed or exchanged. In the event
the Corporation shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series C Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.
8.  NO REDEMPTION.  The shares of Series C Preferred Stock shall not be redeemable.

9.
RANK. The Series C Preferred Stock shall rank, with respect to the payment of
dividends and the distribution of assets, junior to all series of any other
class of the Preferred Stock issued either before or after the issuance of the
Series C Preferred Stock, unless the terms of any such series shall provide
otherwise.

10.
AMENDMENT. The Certificate of Incorporation of the Corporation shall not be
amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series C Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of a majority of the
then outstanding shares of Series C Preferred Stock, voting as a single class.

11.
FRACTIONAL SHARES. Series C Preferred Stock may be issued in fractions of a
share which shall entitle the holder, in proportion to such holders
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and have the benefit of all other rights of holders of Series C
Preferred Stock.


IN
WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the
Corporation by its President and Chief Executive Officer and attested by its
Secretary this 7th day of August, 1989.
IOMEGA CORPORATION By:  /s/ Fred Wenninger
    Title: President and Chief
    Executive OfficerATTEST:/s/ Paul D. Slack
Paul D. Slack
Title: Secretary

CERTIFICATE OF AMENDMENT
                                                             TO
                                            RESTATED CERTIFICATE OF INCORPORATION
                                                             0F
                                                     IOMEGA CORPORATIONIOMEGA
CORPORATION (the Corporation), a corporation originally incorporated
under the General Corporation law of the State of Delaware, under the name
Databyte Corporation, on April 2, 1980, does hereby certify as
follows:

1.
The Restated Certificate of Incorporation of the Corporation, as filed with the
Delaware Secretary of State on July 18, 1983, as amended to date, is hereby
further amended by the addition of a new Article TENTH and Article ELEVENTH,
which shall read in their entirety as follows:
TENTH:  This Article is inserted for the management of the business and for the conduct of the affairs of
         the Corporation.SECTION
1. NUMBER OF DIRECTORS. The number of directors of the Corporation shall not be
less than three. The exact number of directors within the limitations specified
in the preceding sentence shall be fixed from time to time pursuant to a
resolution adopted by the Board of Directors.SECTION
2. CLASSES OF DIRECTORS. The Board of Directors shall be and is divided into
three classes: Class I, Class II and Class III. No one class shall have more
than one director more than any other class. If a fraction is contained in the
quotient arrived at by dividing the designated number of directors by three,
then, if such fraction is one-third, the extra director shall be a member of
Class III, and if such fraction is two-thirds, one of the extra directors shall
be a member of Class III and one of the extra directors shall be a member of
Class II, unless otherwise provided from time to time by resolution adopted by
the Board of Directors.SECTION 3.  ELECTION OF DIRECTORS.  Elections of directors need not be by written ballot except as and to
         the extent provided in the By-laws of the Corporation.SECTION
4. TERMS OF OFFICE. Each director shall serve for a term ending on the date of
the third annual meeting following the annual meeting at which such director was
elected; PROVIDED that each initial director in Class I shall serve for a term
ending on the date of the annual meeting next following the end of the
Corporations 1990 fiscal year; and each initial director in Class II shall
serve for a term ending on the date of the annual meeting next following the end
of the Corporations 1991 fiscal year; and PROVIDED FURTHER, that the term
of each director shall be subject to the election and qualification of his/her
successor and to his/her earlier death, resignation or removal.SECTION
5. ALLOCATION OF DIRECTORS AMONG CLASSES IN THE EVENT OF INCREASES OR DECREASES
IN THE NUMBER OF DIRECTORS. In the event of any increase or decrease in the
authorized number of directors, (i) each director then serving as such shall
nevertheless continue as a director of the class of which he/she is a member and
(ii) the newly created or eliminated directorships resulting from such increase
or decrease shall be apportioned by the Board of Directors among the three
classes of directors so as to ensure that no one class has more than one
director more than any other class. To the extent possible, consistent with the
foregoing rule, any newly created directorships shall be added to those classes
whose terms of office are to expire at the latest dates following such
allocation, and any newly eliminated directorships shall be subtracted from
those classes whose terms of office are to expire at the earliest dates
following such allocation, unless otherwise provided from time to time by
resolution adopted by the Board of Directors.SECTION
6. QUORUM; ACTION AT MEETING. A majority of the directors at any time in office
shall constitute a quorum for the transaction of business. In the event one or
more of the directors shall be disqualified to vote at any meeting, then the
required quorum shall be reduced by one for each such director so disqualified,
provided that in no case shall less than one-third of the number of directors
fixed pursuant to Section 1 above constitute a quorum. If at any meeting of the
Board of Directors there shall be less than such a quorum, a majority of those
present may adjourn the meeting from time to time. Every act or decision done or
made by a majority of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the Board of Directors unless
a greater number is required by law, by the By-laws of the Corporation or by
this Certificate of Incorporation.SECTION
7. REMOVAL. Any director or the entire Board of Directors may be removed, with
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors; provided that, if and for so long as the Board
of Directors is classified pursuant to Section 141(d) of the Delaware General
Corporation Law, stockholders may effect such removal only for cause, unless
this Certificate of Incorporation otherwise provides.SECTION
8. VACANCIES. Unless and until filled by the stockholders, any vacancy in the
Board of Directors, however occurring, including a vacancy resulting from an
enlargement of the Board, may be filled by a vote of a majority of the directors
then in office, although less than a quorum, or by a sole remaining director. A
director elected to filled a vacancy shall be elected to hold office until the
next election of the class for which such director shall have chosen, subject to
the election and qualification of his/her successor and to his/her earlier
death, resignation or removal.SECTION
9. AMENDMENTS. Notwithstanding any other provisions of law, this Certificate of
Incorporation or the By-laws of the Corporation, and notwithstanding the fact
that a lesser percentage may be specified by law, the affirmative vote of the
holders of at least eighty percent (80%) of the votes which all of the
stockholders would be entitled to cast at an annual election of directors or
class of directors shall be required to amend or repeal, or to adopt any
provision inconsistent with, this Article Tenth.ELEVENTH:
Any action which is required to be taken or which may be taken at any annual or
specified meeting of stockholders of the Corporation may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of all of the
outstanding shares of stock that would be entitled to vote thereon at a meeting
of stockholders. Notwithstanding any other provisions of law, this Certificates
of Incorporation or the By-laws of the Corporation, and notwithstanding the fact
that a lesser percentage may be specified by law, the affirmative vote of the
holders of at least eighty percent (80%) of the votes which all of the
stockholders would be entitled to cast at an annual election of directors or
class of directors shall be required to amend or
repeal, or to adopt any provision inconsistent with, this Article Eleventh.2.  The foregoing amendments to the Corporation's Restated Certificate of Incorporation were duly adopted by the Board of
Directors and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the
State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed and acknowledged as set forth below on this 24th day
of April, 1990.

IOMEGA CORPORATION By:  /s/ Fred Wenninger
    President and Chief Executive
    OfficerATTEST:/s/ Paul D. Slack
Paul D. Slack
Senior Vice President
Administration and Secretary

CERTIFICATE OF AMENDMENT
                                                             OF
                                            RESTATED CERTIFICATE OF INCORPORATION
                                                             OF
                                                     IOMEGA CORPORATION


                                               Pursuant to Section 242 of the
                                                 General Corporation Law of
                                                    the State of Delaware
IOMEGA
CORPORATION (the Corporation), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify as follows:

1. The Restated Certificate
of Incorporation of the Corporation, as filed with the Delaware Secretary of
State on July 18, 1983, as amended to date, is hereby further amended by (i)
deleting Article TENTH in its entirety and (ii) renumbering Article ELEVENTH as
Article TENTH.

2. The foregoing amendment to the Corporation's Restated Certificate of Incorporation was duly adopted by the Board of
Directors and the Stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the
State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by its
President and attested by its Secretary on this 20th day of April, 1993.

IOMEGA CORPORATION By:  /s/ Fred Wenninger
    President and Chief Executive
    OfficerATTEST:/s/ Paul D. Slack
Paul D. Slack
Senior Vice President
Administration and Secretary
[Corporate Seal]

IOMEGA CORPORATION
                                                   CERTIFICATE OF DECREASE
                                           OF NUMBER OF SHARES OF PREFERRED STOCK
                                                        DESIGNATED AS
                                            SERIES A CONVERTIBLE PREFERRED STOCK
                                          AND SERIES B CONVERTIBLE PREFERRED STOCK


Iomega
Corporation, a Delaware corporation (the Corporation), pursuant to
authority conferred upon the Board of Directors of the Corporation by the
Corporations Restated Certificate of Incorporation, as amended (the
Certificate of Incorporation), and in accordance with the provisions
of Section 151(g) of the General Corporation Law of the State of Delaware (the
Delaware Law), certifies that the Board of Directors of the
Corporation, by unanimous written consent in accordance with Section 141(f) of
the Delaware Law, duly adopted the following resolutions:

RESOLVED:
That no shares of the Corporations Series A Convertible Preferred Stock
(the Series A Preferred Stock) are outstanding and no shares of
Series A Preferred Stock will be issued subject to the Certificate of
Designation previously filed with respect to such series (the Series A
Certificate of Designation); and that the proper officers of the
Corporation be and hereby are authorized and directed in the name and on behalf
of the Corporation to execute and file a certificate with the Secretary of State
of the State of Delaware pursuant to Section 151(g) of the Delaware Law setting
forth the text of this resolution, upon the filing and effectiveness of which
all matters set forth in the Series A Certificate of Designation shall be deemed
to have been eliminated from the Certificate of Incorporation and the 1,200,000
shares of Preferred Stock previously designated as Series A Preferred Stock
shall resume their status as undesignated shares of Preferred Stock available
for future issuance in accordance with the Certificate of Incorporation.RESOLVED:
That no shares of the Corporations Series B Convertible Preferred Stock
(the Series B Preferred Stock) are outstanding and no shares of
Series B Preferred Stock will be issued subject to the Certificate of
Designation previously filed with respect to such series (the Series B
Certificate of Designation); and that the proper officers of the
Corporation be and hereby are authorized and directed in the name and on behalf
of the Corporation to execute and file a certificate with the Secretary of State
of the State of Delaware pursuant to Section 151(g) of the Delaware Law setting
forth the text of this resolution, upon the filing and effectiveness of which
all matters are set forth in the Series B Certificate of Designation shall be
deemed to have been eliminated from the Certificate of Incorporation and the
250,000 shares of Preferred Stock previously designated as Series B Preferred
Stock shall resume their status as undesignated shares of Preferred Stock
available for future issuance in accordance with the Certificate of
Incorporation.IN WITNESS WHEREOF, the
Corporation has caused its corporate seal to be affixed hereto and this
Certificate to be signed by its President this 14th day of December, 1995.

IOMEGA CORPORATION By:  /s/ Kim B. Edwards
    PresidentCERTIFICATE OF AMENDMENT
                                                             OF
                                           RESTATED CERTIFICATE OF INCORPORATION
                                                             OF
                                                     IOMEGA CORPORATION

                                               PURSUANT TO SECTION 242 OF THE
                                                GENERAL CORPORATION OF LAW OF
                                                    THE STATE OF DELAWARE


IOMEGA
CORPORATION (the Corporation), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify as follows:

1. The Restated Certificate
of Incorporation of the Corporation, as filed with the Delaware Secretary of
State on July 18, 1983, as amended to date, is hereby further amended by
deleting the first paragraph of Article FOURTH in its entirety and replacing it
with the following paragraph:

FOURTH.
The total number of shares of capital stock of all classes which the Corporation
shall have authority to issue is 155,000,000 consisting of 150,000,000 shares of
Common Stock, $.03 1/3 par value per share, and 5,000,000 shares of Preferred
Stock, $.01 par value per share.2.
The foregoing amendment to the Corporations Restated Certificate of
Incorporation was duly adopted by the Board of Directors and the Stockholders of
the Corporation in accordance with Section 242 of the General Corporation Law of
the State of Delaware.

IN
WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed
hereto and this Certificate of Amendment to be signed by its President on this
26th day of January, 1996.

IOMEGA CORPORATION By:  /s/ Kim B. Edwards
    Kim B. Edwards
    President and Chief Executive OfficerCERTIFICATE OF AMENDMENT
                                                             OF
                                            RESTATED CERTIFICATE OF INCORPORATION
                                                             OF
                                                     IOMEGA CORPORATION

                                                   Pursuant to Section 242
                                              of the General Corporation Law of
                                                       the State of Delaware
Iomega
Corporation (the Corporation), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify as follows:

1.
        
The Corporations Restated Certificate of Incorporation, as filed with the
Delaware Secretary of State on July 18, 1993, as amended to date, is hereby
further amended as follows by deleting the first paragraph of Article FOURTH in
its entirety and replacing it with the following paragraph:

FOURTH.
The total number of shares of capital stock of all classes which the Corporation
shall have authority to issue is 405,000,000, consisting of 400,000,000 shares
of Common Stock, $.03 1/3 par value per share, and 5,000,000 shares of Preferred
Stock, $.01 par value per share.2.
        
The foregoing amendment to the Corporations Restated Certificate of
Incorporation was duly adopted by the Board of Directors and the stockholders of
the Corporation in accordance with Section 242 of the General Corporation Law of
the State of Delaware.

IN WITNESS WHEREOF, the
Corporation has caused this Certificate of Amendment to be signed by its
President this 22nd day of April, 1997.

IOMEGA CORPORATION By:  /s/ Kim B. Edwards
    Kim B. Edwards
    President and Chief Executive OfficerCERTIFICATE OF AMENDMENT
                                                             OF
                                            RESTATED CERTIFICATE OF INCORPORATION
                                                             OF
                                                     IOMEGA CORPORATION

                                                   Pursuant to Section 242
                                              of the General Corporation Law of
                                                       the State of Delaware
Iomega
Corporation (the Corporation), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify as follows:

1.
        
The Corporations Restated Certificate of Incorporation, as filed with the
Delaware Secretary of State on July 18, 1983, as amended to date, is hereby
further amended by inserting the following new Article ELEVENTH:
"ELEVENTH:  This Article is inserted for the management of the business and for the conduct of the
                  affairs of the Corporation.Section
1.     Number of Directors. The number of directors shall not be less than
three. The exact number of directors within the limitations specified in the
preceding sentence shall be fixed from time to time pursuant to a resolution
adopted by the Board of Directors or as provided in the By-laws of the
Corporation.Section
2.      Classes of Directors.The Board of Directors shall be and is divided
into three classes: Class I, Class II and Class III. No one class shall have
more than one director more than any other class. If a fraction is contained in
the quotient arrived at by dividing the authorized number of directors by three,
then, if such fraction is one-third, the extra director shall be a member of
Class I, and if such fraction is two-thirds, one of the extra directors shall be
a member of Class I and one of the extra directors shall be a member of Class
II, unless otherwise provided from time to time by resolution adopted by the
Board of Directors.Section 3.     Election of Directors.  Elections of directors need not be by written ballot except as
                  and to the extent provided in the By-laws of the Corporation.Section
4.     Terms of Office.Each director shall serve for a term ending on the
date of the third annual meeting following the annual meeting at which such
director was elected; provided, that each initial director in Class I
shall serve for a term expiring at the Corporations annual meeting held in
1998; each initial director in Class II shall serve for a term expiring at the
Corporations annual meeting held in 1999; and each initial director in
Class III shall serve for a term expiring at the Corporations annual
meeting held in 2000; provided, further,that the term of each director
shall continue until the election and qualification of his successor and shall
be subject to his earlier death, resignation or removal.Section
5.     Allocation of Directors among Classes in the Event of Increases or
Decreases in the Number of Directors.In the event of any increase
or decrease in the authorized number of directors, (i) each director then
serving as such shall nevertheless continue as a director of the class of which
he is a member until the expiration of his current term, subject to his earlier
death, resignation or removal, and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors in accordance with
the provisions of Section 2 above. To the extent possible, consistent with the
provisions of Section 2 above, any newly created directorships shall be added to
those classes whose terms of office are to expire at the latest dates following
such allocation, and any newly eliminated directorships shall be subtracted from
those classes whose terms of offices are to expire at the earliest dates
following such allocation, unless otherwise provided from time to time by
resolution adopted by the Board of Directors.Section
6.      Quorum; Action at Meeting.A majority of the directors at any time in
office shall constitute a quorum for the transaction of business. In the event
one or more of the directors shall be disqualified to vote at any meeting, then
the required quorum shall be reduced by one for each such director so
disqualified, provided that in no case shall less than one-third of the number
of directors fixed pursuant to Section 1
above constitute a quorum. In the absence of a quorum at any such meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice other than announcement at the meeting, until a quorum
shall be present. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors unless a greater number is
required by law, by the By-laws of the Corporation or by this Certificate of
Incorporation.Section 7.     Removal.  Directors of the Corporation may be removed only for cause by the affirmative
                  vote of the holders of at least two-thirds of the shares of the capital stock of the Corporation issued
                  and outstanding and entitled to vote.Section
8.      Vacancies.Unless and until filled by the stockholders, any vacancy in
the Board of Directors, however occurring, including a vacancy resulting from an
enlargement of the Board, may be filled by vote of a majority of the directors
then in office, although less than a quorum, or by a sole remaining director. A
director elected to fill a vacancy shall be elected to hold office until the
next election of the class for which such director shall have been chosen,
subject to the election and qualification of his successor and to his earlier
death, resignation or removal.Section
9.      Amendments to Article.Notwithstanding any other provisions of law,
this Certificate of Incorporation or the By-laws of the Corporation, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least eighty percent (80%) of the shares
of capital stock of the Corporation issued and outstanding and entitled to vote
shall be required to amend or repeal, or to adopt any provision inconsistent
with, this Article ELEVENTH.2.
        
The foregoing amendment to the Corporations Restated Certificate of
Incorporation was duly adopted by the Board of Directors and the stockholders of
the Corporation in accordance with Section 242 of the General Corporation Law of
the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the undersigned this
6th day of June, 1997.
IOMEGA CORPORATION By:  /s/ Robert J. Simmons
    Name: Robert J. Simmons
    Title: TreasurerCERTIFICATE OF DESIGNATIONS
                                                             OF
                                        SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                                             OF
                                                     IOMEGA CORPORATION

Iomega
Corporation, a corporation organized and existing under the laws of the State of
Delaware (hereinafter called the Corporation), hereby certifies that
the following resolution was adopted by the Board of Directors of the
corporation at a meeting duly called and held on July 29, 1999:

RESOLVED:
That pursuant to the authority granted to and vested in the Board of Directors
of the Corporation (hereinafter called the Board of Directors or the
Board) in accordance with the provisions of the Certificate of
Incorporation, as amended, the Board of Directors hereby creates a series of
Preferred Stock, $.01 par value per share (the Preferred Stock), of
the Corporation and hereby states the designation and number of shares, and
fixes the relative rights, preferences and limitations thereof as follows:

Series A Junior Participating Preferred Stock:

Section 1.
Designation and Amount. The shares of such series shall be designated as
Series A Junior Participating Preferred Stock (the
Series A Preferred Stock) and the number of shares constituting
the Series A Preferred Stock shall be four hundred thousand (400,000). Such
number of shares may be increased or decreased by resolution of the Board of
Directors prior to issuance; provided, that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

Section 2. Dividends and Distributions.

(A)
     
Subject to the rights of the holders of any shares of any series of Preferred
Stock (or any similar stock) ranking prior and superior to the Series A
Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock, in preference to the holders of Common Stock, par
value $.03 1/3 per share (the Common Stock), of the Corporation, and
of any other junior stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds of the Corporation legally
available for the payment of dividends, quarterly dividends payable in cash on
the last day of each fiscal quarter of the Corporation in each year (each such
date being referred to herein as a Quarterly Dividend Payment Date),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Preferred Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of (a) $10 or
(b) subject to the provision for adjustment hereinafter set forth, 1,000
times the aggregate per share amount of all cash dividends, and 1,000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision, combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the amount to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event. In the event the Corporation shall at any time declare or
pay any dividend on the Series A Preferred Stock payable in shares of Series A
Preferred Stock, or effect a subdivision, combination or consolidation of the
outstanding shares of Series A Preferred Stock (by reclassification or otherwise
than by payment of a dividend in shares of Series A Preferred Stock) into a
greater or lesser number of shares of Series A Preferred Stock, then in each
such case the amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under clause (b) of the first sentence
of this Section 2(A) shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Series A Preferred Stock that
were outstanding immediately prior to such event and the denominator of which is
the number of shares of Series A Preferred Stock outstanding immediately after
such event.

(B)
     
The Corporation shall declare a dividend or distribution on the Series A
Preferred Stock as provided in paragraph (A) of this Section immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock) and the Corporation shall pay such
dividend or distribution on the Series A Preferred Stock before the
dividend or distribution declared on the Common Stock is paid or set apart;
provided that, in the event no dividend or distribution shall have been declared
on the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10
per share on the Series A Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

(C)
     
Dividends shall begin to accrue and be cumulative on outstanding shares of
Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series A
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.

Section 3. Voting Rights.  The holders of shares of Series A Preferred Stock shall have the following voting
rights:

(A)
     
Subject to the provision for adjustment hereinafter set forth, each share of
Series A Preferred Stock shall entitle the holder thereof to 1,000 votes on
all matters submitted to a vote of the stockholders of the Corporation. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event. In the event the Corporation
shall at any time declare or pay any dividend on the Series A Preferred Stock
payable in shares of Series A Preferred Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Series A Preferred
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Series A Preferred Stock) into a greater or lesser number of shares of Series
A Preferred Stock, then in each such case the number of votes per share to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Series A Preferred Stock that were
outstanding immediately prior to such event and the denominator of which is the
number of shares of Series A Preferred Stock outstanding immediately after such
event.

(B)
     
Except as otherwise provided herein, in the Certificate of Incorporation or by
law, the holders of shares of Series A Preferred Stock and the holders of
shares of Common Stock and any other capital stock of the Corporation having
general voting rights shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.

(C)
     
(i)     If at any time dividends on any Series A Preferred Stock shall be in arrears
in an amount equal to six quarterly dividends thereon, the holders of the Series
A Preferred Stock, voting as a separate series from all other series of
Preferred Stock and classes of capital stock, shall be entitled to elect two
members of the Board of Directors in addition to any Directors elected by any
other series, class or classes of securities and the authorized number of
Directors will automatically be increased by two. Promptly thereafter, the Board
of Directors of the Corporation shall, as soon as may be practicable, call a
special meeting of holders of Series A Preferred Stock for the purpose of
electing such members of the Board of Directors. Such special meeting shall in
any event be held within 45 days of the occurrence of such arrearage.


(ii)     During any period when the holders of Series A Preferred Stock, voting as a separate series,
shall be entitled and shall have exercised their right to elect two Directors, then, and during such time as such right
continues, (a) the then authorized number of Directors shall be increased by two, and the holders of Series A Preferred
Stock, voting as a separate series, shall be entitled to elect the additional Directors so provided for, and (b) each such
additional Director shall not be a member of any existing class of the Board of Directors, but shall serve until the next
annual meeting of stockholders for the election of Directors, or until his successor shall be elected and shall qualify, or
until his right to hold such office terminates pursuant to the provisions of this Section 3(C).

(iii)     
A Director elected pursuant to the terms hereof may be removed with or without cause by the
holders of Series A Preferred Stock entitled to vote in an election of such Director.

(iv)     
If, during any interval between annual meetings of stockholders for the election of Directors and
while the holders of Series A Preferred Stock shall be entitled to elect two Directors, there is no such Director in office
by reason of resignation, death or removal, then, promptly thereafter, the Board of Directors shall call a special meeting
of the holders of Series A Preferred Stock for the purpose of filling such vacancy and such vacancy shall be filled at such
special meeting.  Such special meeting shall in any event be held within 45 days of the occurrence of such vacancy.

(v)     At such time as the arrearage is fully cured, and all dividends accumulated and unpaid on any
shares of Series A Preferred Stock outstanding are paid, and, in addition thereto, at least one regular dividend has been
paid subsequent to curing such arrearage, the term of office of any Director elected pursuant to this Section 3(C), or his
successor, shall automatically terminate, and the authorized number of Directors shall automatically decrease by two, the
rights of the holders of the shares of the Series A Preferred Stock to vote as provided in this Section 3(C) shall cease,
subject to renewal from time to time upon the same terms and conditions, and the holders of shares of the Series A
Preferred Stock shall have only the limited voting rights elsewhere herein set forth.

(D)
     
Except as set forth herein, or as otherwise provided by law, holders of Series A
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.
Section 4. Certain Restrictions.

(A)
     
Whenever quarterly dividends or other dividends or distributions payable on the
Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

(i)     declare or pay dividends, or make any other distributions, on any shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(ii)     declare or pay dividends, or make any other distributions, on any shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except
dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii)     redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of
any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the
Series A Preferred Stock; or

(iv)     redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock,
or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms
as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment
among the respective series or classes.

(B)
     
The Corporation shall not permit any subsidiary of the Corporation to purchase
or otherwise acquire for consideration any shares of stock of the Corporation
unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

Section 5.
Reacquired Shares. Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the Certificate of
Incorporation, or in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up.

(A)
     
Upon any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (1) to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock unless, prior thereto, the holders of shares of
Series A Preferred Stock shall have received $1000 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, provided that the holders of shares of
Series A Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
1,000 times the aggregate amount to be distributed per share to holders of
shares of Common Stock, or (2) to the holders of shares of stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except distributions made ratably on the
Series A Preferred Stock and all such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up.

(B)
     
Neither the consolidation, merger or other business combination of the
Corporation with or into any other corporation nor the sale, lease, exchange or
conveyance of all or any part of the property, assets or business of the
Corporation shall be deemed to be a liquidation, dissolution or winding up of
the Corporation for purposes of this Section 6.

(C)
     
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the proviso in
clause (1) of paragraph (A) of this Section 6 shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event. In the event the Corporation shall
at any time declare or pay any dividend on the Series A Preferred Stock payable
in shares of Series A Preferred Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Series A Preferred Stock (by
reclassification or otherwise than by payment of a dividend in shares of Series
A Preferred Stock) into a greater or lesser number of shares of Series A
Preferred Stock, then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under the proviso in clause (1) of paragraph (A) of this Section 6 shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Series A Preferred Stock that were outstanding immediately
prior to such event and the denominator of which is the number of shares of
Series A Preferred Stock outstanding immediately after such event.

Section 7.
Consolidation, Merger, etc. Notwithstanding anything to the contrary
contained herein, in case the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series A Preferred Stock shall at
the same time be similarly exchanged or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1,000
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision, combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A Preferred
Stock shall be adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event. In the event the
Corporation shall at any time declare or pay any dividend on the Series A
Preferred Stock payable in shares of Series A Preferred Stock, or effect a
subdivision, combination or consolidation of the outstanding shares of Series A
Preferred Stock (by reclassification or otherwise than by payment of a dividend
in shares of Series A Preferred Stock) into a greater or lesser number of shares
of Series A Preferred Stock, then in each such case the amount set forth in the
first sentence of this Section 7 with respect to the exchange or change of
shares of Series A Preferred Stock shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Series A
Preferred Stock that were outstanding immediately prior to such event and the
denominator of which is the number of shares of Series A Preferred Stock
outstanding immediately after such event.

Section 8. No Redemption.  The shares of Series A Preferred Stock shall not be redeemable.

Section 9. Rank.  The Series A Preferred Stock shall rank,
with respect to the payment of dividends and the
distribution of assets, junior to all series of any other class of the Preferred Stock issued either before or after the
issuance of the Series A Preferred Stock, unless the terms of any such series shall provide otherwise.

Section 10. Amendment.  At such time as any shares of Series A Preferred Stock are outstanding, the Certificate of
Incorporation, as amended, of the Corporation shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.

Section 11.
Fractional Shares. Series A Preferred Stock may be issued in fractions of
a share which shall entitle the holder, in proportion to such holders
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and have the benefit of all other rights of holders of Series A
Preferred Stock.

IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation by its Chief
Executive Officer this 29th day of July, 1999.IOMEGA CORPORATION 
    By: /s/ Jodie K. Glore
    Name: Jodie K. Glore
    Title: President and CEOCERTIFICATE OF AMENDMENT
                                                             OF
                                            RESTATED CERTIFICATE OF INCORPORATION
                                                             OF
                                                     IOMEGA CORPORATION

                                               Pursuant to Section 242 of the
                                                 General Corporation Law of
                                                    the State of Delaware

IOMEGA CORPORATION (the "Corporation"), a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify as follows:
1.        The Restated Certificate of Incorporation of the Corporation, as filed with the Delaware Secretary of
        State on July 18, 1983, as amended to date, is hereby further amended by inserting the following two paragraphs in
        lieu of the existing first paragraph of Article FOURTH:"FOURTH.  That, effective as of 5:00 p.m., eastern time, on the filing date of this Certificate of
                  Amendment of this Certificate of Incorporation (the "Effective Time"), a one-for-five reverse stock split
                  of the Corporation's common stock shall become effective, pursuant to which each five shares of common
                  stock outstanding and held of record by each stockholder of the Corporation (including treasury shares)
                  immediately prior to the Effective Time shall be reclassified and combined into one share of common stock
                  automatically and without any action by the holder thereof upon the Effective Time and shall represent
                  one share of common stock from and after the Effective Time.  No fractional shares of common stock shall
                  be issued as a result of such reclassification and combination.  In lieu of any fractional shares to
                  which the stockholder would otherwise be entitled, the Corporation shall pay cash equal to such fraction
                  multiplied by the then fair market value of the common stock as determined by the Board of Directors of
                  the Corporation.The total number of shares of capital stock of all classes which the Corporation shall have authority to
                  issue is 405,000,000, consisting of 400,000,000 shares of Common Stock, $0.03 1/3 par value per share,
                  and 5,000,000 shares of Preferred Stock, $0.01 par value per share."2.        The foregoing amendment to the Corporation's Restated Certificate of Incorporation was duly adopted by
        the Board of Directors and the Stockholders of the Corporation in accordance with the Section 242 of the General
        Corporation Law of the State of Delaware.IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the undersigned this
28th day of September, 2001.IOMEGA CORPORATION 
    By: /s/ Werner T. Heid
    Name: Werner T. Heid        
    Title: President and Chief Executive Officer
QuickLinks

RESTATED CERTIFICATE OF INCORPORATION OF IOMEGA CORPORATION
PURSUANT TO SECTIONS 242 AND 245 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARECERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF IOMEGA CORPORATIONIOMEGA CORPORATION CERTIFICATE OF DESIGNATION OF SERIES A AND SERIES B CONVERTIBLE PREFERRED STOCKCERTIFICATE OF DESIGNATIONS of SERIES C JUNIOR PARTICIPATING PREFERRED STOCK of IOMEGA CORPORATIONCERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF IOMEGA CORPORATIONCERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF IOMEGA CORPORATION
Pursuant to Section 242 of the General Corporation Law of the State of DelawareIOMEGA CORPORATION CERTIFICATE OF DECREASE OF NUMBER OF SHARES OF PREFERRED STOCK DESIGNATED
 AS SERIES A CONVERTIBLE PREFERRED STOCK AND SERIES B CONVERTIBLE PREFERRED STOCKCERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF IOMEGA CORPORATION
PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION OF LAW OF THE STATE OF DELAWARECERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF IOMEGA CORPORATION
Pursuant to Section 242 of the General Corporation Law of the State of DelawareCERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF IOMEGA CORPORATION
Pursuant to Section 242 of the General Corporation Law of the State of DelawareCERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PARTICIPATING PREFERRED
 STOCK OF IOMEGA CORPORATIONCERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF IOMEGA CORPORATION
 Pursuant to Section 242 of the General Corporation Law of the State of Delaware