SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          EUREKA BROADBAND CORPORATION


                                    ARTICLE I


           The name of this Corporation is Eureka Broadband Corporation.


                                   ARTICLE II


           The address of the registered  office of the corporation in the State
of Delaware is 25 Greystone Manor, Lewes, Sussex County, Delaware 19958-9776 and
the name of the registered agent at that address is Harvard  Business  Services,
Inc.

                                   ARTICLE III

           The  purpose  of the  Corporation  is to engage in any  lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of Delaware.


                                   ARTICLE IV


A.         Classes of Stock.
           ----------------

           This  Corporation  is  authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock". The total number
of shares which the  Corporation  is  authorized  to issue is One Hundred  Forty
Million  Eight  Hundred  Six  Thousand  One Hundred  (140,806,100).  Ninety-Five
Million Six Hundred Fourteen Thousand Four Hundred  (95,614,400) shares shall be
Common Stock,  $.001 par value,  and Forty-Five  Million One Hundred  Ninety-One
Thousand Seven Hundred  (45,191,700)  shares shall be Preferred Stock, $.001 par
value, of which  Seventeen  Million Two Hundred  Sixteen  Thousand  (17,216,000)
shares shall be designated Series A Cumulative  Convertible Preferred Stock (the
"Series A Preferred Stock"), Ten Million (10,000,000) shares shall be designated
Series B  Cumulative  Convertible  Preferred  Stock  (the  "Series  B  Preferred
Stock"),  Five Hundred Eighty Seven Thousand Two Hundred Fifty (587,250)  shares
shall be designated  Series C Preferred Stock (the "Series C Preferred  Stock"),
Seven Million Three Hundred Eighty-Eight Thousand Four Hundred Fifty (7,388,450)
shares shall be designated Series D Cumulative  Convertible Preferred Stock (the
"Series D Preferred Stock").  The issuance price of the Series A Preferred Stock
shall be $1.25 per share (the "Series A Original Purchase Price");  the issuance
price of the Series B Preferred  Stock  shall be $3.13 per share (the  "Series B
Original  Purchase  Price");  the issuance price of the Series C Preferred Stock
shall be $1.00 per share  (the  "Series C  Original  Purchase  Price");  and the
issuance  price of the  Series D  Preferred  Stock  for each  holder of Series D
Preferred  Stock  shall be $2.08 per share  (the  "Series  D  Original  Purchase
Price").

B.         Rights, Preferences and Restrictions of Preferred Stock.
           -------------------------------------------------------

           The Preferred  Stock  authorized by this Second  Amended and Restated
Certificate  of  Incorporation  may be  issued  from time to time in one or more
series. The rights,  preferences,  privileges,  and restrictions  granted to and
imposed on the Series A  Preferred  Stock,  the Series B  Preferred  Stock,  the
Series C  Preferred  Stock and Series D  Preferred  Stock,  which  series  shall
consist of an aggregate of Thirty-Five  Million One Hundred Ninety-One  Thousand
Seven Hundred  (35,191,700)  authorized  shares,  are as set forth below in this
Article IV(B).  The Board of Directors is hereby  authorized to fix or alter the
rights,  preferences,  privileges  and  restrictions  granted to or imposed upon
additional series of Preferred Stock, and the number of shares  constituting any
such  series  and  the  designation  thereof,  or of any  of  them.  Subject  to
compliance  with applicable  protective  voting rights which have been or may be
granted  to  the  Preferred   Stock  or  series  thereof  in   certificates   of
determination  or this Second Amended and Restated  Certificate of Incorporation
("Protective Provisions"), but notwithstanding any other rights of the Preferred
Stock  or  any  series  thereof,   the  rights,   preferences,   privileges  and
restrictions  of any such additional  series may be subordinated  to, pari passu
with  (including,   without  limitation,   in  provisions   regarding  dividend,
liquidation  and acquisition  preferences  and/or approval of matters by vote or
written  consent),  or senior to any of those of any present or future  class or
series of Preferred Stock or Common Stock. Subject to compliance with applicable
Protective Provisions, the Board of Directors is also authorized to (i) increase
the number of shares of any  series,  prior or  subsequent  to the issue of that
series,  and  (ii)  decrease  the  number  of  shares  of any  series,  prior or
subsequent to the issuance of that series, but not below the number of shares of
such series then  outstanding.  In case the number of shares of any series shall
be so decreased,  the shares  constituting such decrease shall resume the status
which they had prior to the  adoption of the  resolution  originally  fixing the
number of shares of such series. As used herein, the term "Preferred Stock" used
without reference to the Series A Preferred Stock, the Series B Preferred Stock,
Series C Preferred  Stock  and/or  Series D Preferred  Stock means the shares of
Preferred Stock, without distinction as to series.

1.         Rank.
           ----

                     The Series A Preferred  Stock, the Series B Preferred Stock
and the Series D Preferred  Stock shall rank pari passu with each other and each
shall rank senior to the Series C Preferred Stock and Common Stock and any other
capital stock of the Corporation ranking junior to the Series A Preferred Stock,
the Series B Preferred  Stock and the Series D Preferred  Stock as to  dividends
and upon  liquidation,  dissolution or winding up. The Series C Preferred  Stock
shall  rank  senior  to the  Common  Stock and any  other  capital  stock of the
Corporation  ranking junior to the Series C Preferred  Stock as to dividends and
upon  liquidation,  dissolution or winding up. Whenever at any time the dividend
proposed to be paid on a particular  series of Preferred Stock is less in amount
than all previously accumulated but unpaid dividends on such Preferred Stock for
prior  annual  dividend  periods or the full  dividend  payable  for the current
annual dividend period,  the dividends paid shall be divided ratably (per share)
among the particular series of Preferred Stock in proportion to the amounts that
would be paid if all dividends were paid thereon.

2.         Dividends.
           ---------

           2.1 Dividends on each share of Series A Preferred  Stock shall accrue
daily  and be  cumulative,  regardless  of  whether  declared  by the  Board  of
Directors  of the  Corporation,  on and after its date of  issuance at an annual
rate of 8% of the Series A Original Purchase Price per share compounded annually
(appropriately  adjusted for stock splits, reverse stock splits and similar type
transactions or occurrences  with respect to the Series A Preferred  Stock).  In
addition, the Series A Preferred Stock shall be entitled to all unpaid dividends
which have  accrued  to the date  hereof on the two  series of  preferred  stock
previously  designated as Series A Redeemable Preferred and Series B Convertible
Preferred  Stock.  No  dividend  shall be  declared  or paid  upon the  Series C
Preferred  Stock,  the Common  Stock or any other  class of stock  ranking as to
dividends  junior to the Series A  Preferred  Stock  until all  accumulated  but
unpaid  dividends  on the  Series A  Preferred  Stock  shall  be  fully  paid or
dividends  in the amount of such  deficiency  shall be declared on the shares of
Series A Preferred  Stock and a sum sufficient for the payment thereof set aside
for such payment.

           2.2. Dividends on each share of Series B Preferred Stock shall accrue
daily  and be  cumulative,  regardless  of  whether  declared  by the  Board  of
Directors  of the  Corporation,  on and after its date of  issuance at an annual
rate of 8% of the Series B Original Purchase Price per share compounded annually
(appropriately  adjusted for stock splits, reverse stock splits and similar type
transactions or occurrences  with respect to the Series B Preferred  Stock).  No
dividend  shall be declared or paid upon the Series C  Preferred  Stock,  Common
Stock or any other class of stock ranking as to dividends junior to the Series B
Preferred  Stock  until all  accumulated  but unpaid  dividends  on the Series B
Preferred  Stock  shall  be  fully  paid  or  dividends  in the  amount  of such
deficiency shall be declared on the shares of Series B Preferred Stock and a sum
sufficient for the payment thereof set aside for such payment.

           2.3 Dividends on each share of Series D Preferred  Stock shall accrue
daily  and be  cumulative,  regardless  of  whether  declared  by the  Board  of
Directors  of  the  Corporation,  on and  after  its  date  of  issuance  by the
Corporation at an annual rate of 8% of the Series D Original  Purchase Price per
share  compounded  annually  (appropriately  adjusted for stock splits,  reverse
stock splits and similar type  transactions  or occurrences  with respect to the
Series D Preferred Stock). No dividend shall be declared or paid upon the Series
C  Preferred  Stock,  Common  Stock or any other  class of stock  ranking  as to
dividends  junior to the Series D  Preferred  Stock  until all  accumulated  but
unpaid  dividends  on the  Series D  Preferred  Stock  shall  be  fully  paid or
dividends  in the amount of such  deficiency  shall be declared on the shares of
Series D Preferred  Stock and a sum sufficient for the payment thereof set aside
for such payment.

           2.4  Notwithstanding  2.1,  2.2 and 2.3 above,  no dividend  shall be
declared or paid on the Series A Preferred  Stock,  the Series B Preferred Stock
or the Series D Preferred Stock without, at the same time, declaring or paying a
dividend to all of the Series A Preferred  Stock,  Series B Preferred  Stock and
Series D  Preferred  Stock.  In the event the  Corporation  determines  to pay a
dividend  to the  holders of the Series A  Preferred  Stock,  Series B Preferred
Stock and Series D Preferred Stock and the Corporation  shall have  insufficient
funds  therefore,  the  holders of the Series A  Preferred  Stock,  the Series B
Preferred  Stock and the Series D Preferred  Stock  shall  share  ratably in any
payment of such dividends in proportion to the amounts which  otherwise would be
payable upon the payment of a dividend with respect to the outstanding shares of
the Series A Preferred  Stock,  Series B Preferred  Stock and Series D Preferred
Stock if all  dividends  then due and payable  with  respect to such shares were
paid in full.

           2.5 Upon the  consummation  of a Qualified  Public  Offering (as such
term is defined in Section 5.2.1 hereof),  the Corporation shall have the right,
in lieu of  paying  cash  for  accrued  and  unpaid  dividends  on the  Series A
Preferred  Stock, the Series B Preferred Stock and the Series D Preferred Stock,
to pay such accrued unpaid  dividends in additional  shares of Common Stock.  In
such case,  the number of  additional  shares of Common  Stock which a holder of
Series  A  Preferred  Stock,  the  Series B  Preferred  Stock  and the  Series D
Preferred  Stock shall  receive  shall be  determined  by dividing the aggregate
amount  of the  dividend  to which  such  holder  is  entitled  by the per share
offering price to the public in connection with such Qualified Public Offering.

           2.6 Dividends on each share of Series C Preferred  Stock shall accrue
daily  and be  cumulative,  regardless  of  whether  declared  by the  Board  of
Directors  of the  Corporation,  on and after its date of  issuance at an annual
rate of 8% of the Series C Original Purchase Price per share compounded annually
(appropriately  adjusted for stock splits, revenue stock splits and similar type
transactions or occurrences  with respect to the Series C Preferred  Stock).  No
dividend  shall be declared or paid upon the Common  Stock or any other class of
stock ranking as to dividends  junior to the Series C Preferred  Stock until all
accumulated but unpaid  dividends on the Series C Preferred Stock shall be fully
paid or  dividends  in the amount of such  deficiency  shall be  declared on the
share of Series C Preferred  Stock and a sum sufficient for the payment  thereof
set aside for such payment.


           3. Liquidation, Dissolution or Winding Up.

           3.1 Treatment at Liquidation, Dissolution or Winding Up.

                3.1.1 In the event of any liquidation, dissolution or winding up
of the  Corporation,  whether  voluntary or involuntary,  or in the event of its
insolvency,  before any distribution or payment is made to any holders of Series
C Preferred Stock, Common Stock or any other class or series of capital stock of
the Corporation  designated to be junior to the Series A Preferred Stock, Series
B Preferred  Stock and Series D Preferred Stock in liquidation  preference,  and
subject  to the  liquidation  rights and  preferences  of any class or series of
Preferred  Stock  designated in the future to be senior to, or on a parity with,
the Series A Preferred  Stock,  Series B Preferred  Stock and Series D Preferred
Stock  with  respect to  liquidation  preference,  the  holders of each share of
Series A Preferred Stock,  Series B Preferred Stock and Series D Preferred Stock
shall be entitled to be paid out of the assets of the Corporation  available for
distribution  to  holders of the  Corporation's  capital  stock of all  classes,
whether such assets are capital,  surplus or earnings ("Available  Assets"),  an
amount  equal to the  greater  of: (i) with  respect to the  holders of Series A
Preferred  Stock,  the  Series A Original  Purchase  Price per share of Series A
Preferred Stock, plus, all accrued, accumulated or declared but unpaid dividends
thereon  (subject to equitable  adjustment for any stock dividend,  stock split,
combination, reorganization, recapitalization, reclassification or other similar
event involving a change in the capital structure of the Preferred Stock),  with
respect  to the  holders  of Series B  Preferred  Stock,  the  Series B Original
Purchase  Price  per  share  of  Series B  Preferred  Stock,  plus all  accrued,
accumulated  or declared  but unpaid  dividends  thereon  (subject to  equitable
adjustment for any stock  dividend,  stock split,  combination,  reorganization,
reclassification  or other  similar  event  involving  a change  in the  capital
structure of Preferred Stock), with respect to the holders of Series D Preferred
Stock,  the Series D  Original  Purchase  Price per share of Series D  Preferred
Stock,  plus all accrued,  accumulated or declared but unpaid dividends  thereon
(subject  to  equitable   adjustment  for  any  stock  dividend,   stock  split,
combination, reorganization, reclassification or other similar event involving a
change in the capital  structure of Preferred Stock) or (ii) an amount per share
computed  on the basis of the number of shares of Common  Stock  which  would be
held by each holder of one share of Series A Preferred Stock, Series B Preferred
Stock and Series D Preferred Stock, as applicable, if, immediately prior to such
liquidation,  dissolution or winding-up,  all of the outstanding  shares of such
Series A Preferred Stock,  Series B Preferred Stock and Series D Preferred Stock
had been converted into shares of Common Stock under Section 5 hereof.

                If,  upon   liquidation,   dissolution  or  winding  up  of  the
Corporation,  the Available  Assets shall be  insufficient to pay the holders of
Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock,
the holders of Series A Preferred  Stock,  Series B Preferred Stock and Series D
Preferred Stock shall share ratably in any  distribution of Available Assets pro
rata in proportion to the respective  liquidation preference amounts which would
otherwise be payable upon liquidation with respect to the outstanding  shares of
the Series A Preferred  Stock,  Series B Preferred  Stock and Series D Preferred
Stock if all liquidation  preference  dollar amounts with respect to such shares
were paid in full. Upon the occurrence of a liquidation,  dissolution or winding
up of the Corporation,  the Series A Preferred  Stock,  Series B Preferred Stock
and Series D  Preferred  Stock  shall  rank pari passu with any other  series of
Preferred  Stock  hereinafter  created  which ranks pari passu with the Series A
Preferred Stock, the Series B Preferred Stock and the Series D Preferred Stock.

                3.1.2 After the  distributions in Sections 3.1.1 have been made,
and before any distribution or payment is made to any holders of Common Stock or
any other class or series of capital stock of the  Corporation  designated to be
junior to the Series C Preferred Stock in liquidation preference, and subject to
the liquidation rights and preferences of any class or series of Preferred Stock
designated  in the  future to be senior  to, or on a parity  with,  the Series C
Preferred  Stock with  respect to  liquidation  preference,  the holders of each
share of  Series C  Preferred  Stock  shall  be  entitled  to be paid out of the
Available  Assets an amount  equal to the Series C Original  Purchase  Price per
share of Series C Preferred Stock, plus all accrued, accumulated or declared but
unpaid  dividends  thereon  (subject  to  equitable  adjustment  for  any  stock
dividend,   stock   split,   combination,   reorganization,    recapitalization,
reclassification or other similar event).

                If,  upon   liquidation,   dissolution  or  winding  up  of  the
Corporation,  the Available  Assets shall be  insufficient to pay the holders of
Series C Preferred  Stock,  the holders of Series C Preferred  Stock shall share
ratably in any  distribution  of Available  Assets pro rata in proportion to the
respective  liquidation preference amounts which would otherwise be payable upon
liquidation  with  respect to the  outstanding  shares of the Series C Preferred
Stock if all liquidation  preference  dollar amounts with respect to such shares
were paid in full. Upon the occurrence of a liquidation,  dissolution or winding
up of the  Corporation,  the Series C Preferred Stock shall rank pari passu with
any other series of Preferred Stock  hereinafter  created which ranks pari passu
with the Series C Preferred Stock.

                3.1.3 After the  distributions  described in Sections  3.1.1 and
3.1.2 have been made,  the remaining  assets of the  Corporation,  to the extent
available,  shall be distributed among the holders of shares of Common Stock pro
rata based on the number of shares of Common Stock held by each.

                3.2 Treatment of Reorganization,  Consolidation, Merger, or Sale
of Assets.  Any  merger,  consolidation  or other  corporate  reorganization  or
combination  to  which  the  Corporation  is a  party,  and  any  sale of all or
substantially  all of the  assets of the  Corporation,  shall be  regarded  as a
liquidation,  dissolution  or winding up of the affairs of the  Corporation  for
purposes of this Section 3;  provided,  however,  that,  in the case of any such
transaction  to which the  provisions  of Section 5.6 of this  Article FOUR also
apply, the holders of at least two-thirds of the outstanding  shares of Series A
Preferred Stock, the holders of at least two-thirds of the outstanding shares of
Series  B  Preferred  Stock  and  the  holders  of at  least  two-thirds  of the
outstanding  shares of Series D Preferred  Stock,  each voting  separately  as a
class,  shall have the right to elect the benefits of the  provisions of Section
5.6 of this  Article  FOUR for all shares of stock in such series  which have so
affirmatively voted in lieu of receiving payment in liquidation,  dissolution or
winding up of the Corporation pursuant to this Section 3.

                The  provisions  of this  Section 3.2 shall not apply to (i) any
reorganization,  merger or consolidation involving only a change in the state of
incorporation of the Corporation,  (ii) a merger of the Corporation with or into
a wholly-owned  subsidiary of the Corporation that is incorporated in the United
States of America,  or (iii) a merger,  reorganization,  consolidation  or other
combination  in which the  Corporation's  stockholders  of record as constituted
immediately  prior  to  such  merger,  reorganization,  consolidation  or  other
combination, will, immediately after such event, hold at least 50% of the voting
power of the Corporation or such other surviving or resulting entity.

                3.3  Distributions  Other than Cash.  Whenever the  distribution
provided  for in this Section 3 shall be payable in whole or in part in property
other than cash, the value of any property  distributed shall be the fair market
value of such  property as  reasonably  determined in good faith by the Board of
Directors of the Corporation. All distributions of property other than cash made
hereunder shall be made, to the maximum extent  possible,  pro rata with respect
to each series and class of Preferred  Stock and Common Stock in accordance with
the liquidation amounts payable with respect to each such series and class.

           Voting Power.

                4.1  General.  Except as  otherwise  expressly  provided in this
Section 4 or Sections 3, 5 or 6 of this  Article  FOUR,  or in any  Statement of
Designations,  Preferences and Rights  hereafter filed with respect to any other
series of Preferred  Stock, or as otherwise  required by law, (i) the holders of
the Series C Preferred  Stock shall not be entitled to vote on any matters to be
voted upon by the stockholders of the Corporation,  (ii) each holder of Series A
Preferred Stock,  Series B Preferred Stock and Series D Preferred Stock shall be
entitled to vote on all matters  submitted to a vote of the  stockholders of the
Corporation  and shall be  entitled to that number of votes equal to the largest
number of whole shares of Common Stock into which such holder's shares of Series
A Preferred Stock, Series B Preferred Stock or Series D Preferred Stock could be
converted,  pursuant to the provisions of Section 5 of this Article FOUR, at the
record  date for the  determination  of  stockholders  entitled  to vote on such
matters  or, if no such  record  date is  established,  at the date such vote is
taken or any written consent of stockholders is solicited, and (iii) the holders
of  shares of Series A  Preferred  Stock,  Series B  Preferred  Stock,  Series D
Preferred Stock and Common Stock shall vote together (or render written consents
in  lieu  of a  vote)  as a  single  class  on  all  matters  submitted  to  the
stockholders of the Corporation,  including  without  limitation,  increasing or
decreasing the authorized number of shares of Common Stock.

           5.  Conversion  Rights.  The holders of the Series C Preferred  Stock
shall not have any  conversion  rights.  The  holders of the Series A  Preferred
Stock,  Series B  Preferred  Stock and Series D  Preferred  Stock shall have the
following rights and be subject to the following obligations with respect to the
conversion of such shares into shares of Common Stock:

                5.1 Voluntary Conversion.  Subject to and in compliance with the
provisions of this Section 5, any shares of the Series A Preferred Stock, Series
B Preferred  Stock and Series D Preferred Stock may, at the option of the holder
thereof,  be  converted  at any time and from time to time into  fully-paid  and
non-assessable  shares of Common Stock as is determined by dividing the Original
Purchase Price by the Conversion  Price (as defined below) in effect at the time
of  conversion.  The  conversion  price at which shares of Common Stock shall be
deliverable  upon  conversion  of  either  Series A  Preferred  Stock,  Series B
Preferred  Stock or Series D  Preferred  Stock  without  payment  of  additional
consideration by the holder thereof (the "Conversion  Price") shall initially be
$1.25 per share in the case of Series A Preferred Stock,  $3.13 per share in the
case of Series B Preferred  Stock and the Series D Original  Purchase  Price per
share in the case of Series D Preferred Stock.  Such initial  Conversion  Price,
and the rate at which  shares of Series A  Preferred  Stock,  Series B Preferred
Stock or Series D Preferred  Stock may be converted into shares of Common Stock,
shall be subject to adjustment from time to time in accordance with this Section
5. 5.2

<PAGE>


                 Automatic Conversion.

                5.2.1 Events Causing  Conversion.  Immediately  (A) prior to the
closing of an underwritten  public offering on a firm commitment  basis pursuant
to an effective  registration  statement filed pursuant to the Securities Act of
1933, as amended, (other than on Form S-4 or S-8 or any successor forms thereto)
covering the offer and sale of Common  Stock for the account of the  Corporation
in which the aggregate  gross  proceeds to the  Corporation  exceed  $30,000,000
(calculated  before  deducting  underwriters'  commissions  and  other  offering
expenses),  and in which the  public  offering  price per share of Common  Stock
(calculated before deducting  underwriters' discounts and commissions) equals or
exceeds $6.26 per share (such price being subject to equitable adjustment in the
event  of  any  stock  split,  stock  dividend,   combination,   reorganization,
reclassification  or other similar event) (a "Qualified Public  Offering"),  but
subject to the closing of such Qualified Public Offering, all outstanding shares
of Series A Preferred  Stock,  Series B  Preferred  Stock and Series D Preferred
Stock  shall  be  converted   automatically  into  the  number  of  fully  paid,
non-assessable  shares  of  Common  Stock  into  which  such  shares of Series A
Preferred  Stock,  Series B  Preferred  Stock and Series D  Preferred  Stock are
convertible  pursuant to this Section as of the closing and consummation of such
Qualified  Public  Offering,  without any further  action by the holders of such
shares  and  whether  or not  the  certificates  representing  such  shares  are
surrendered to the Corporation or its transfer agent; (B) upon the approval, set
forth  in a  written  notice  to the  Corporation,  of the  holders  of at least
two-thirds  of  the  outstanding   shares  of  Series  A  Preferred  Stock,  all
outstanding shares of Series A Preferred Stock shall be converted  automatically
into the number of fully paid,  non-assessable shares of Common Stock into which
such shares of Series A Preferred Stock are convertible pursuant to this Section
as of the closing and consummation of such underwritten  public offering,  or as
of the date of such approval,  without any further action by the holders of such
shares  and  whether  or not  the  certificates  representing  such  shares  are
surrendered to the Corporation or its transfer agent; (C) upon the approval, set
forth  in a  written  notice  to the  Corporation,  of the  holders  of at least
two-thirds  of  the  outstanding   shares  of  Series  B  Preferred  Stock,  all
outstanding shares of Series B Preferred Stock shall be converted  automatically
into the number of fully paid,  non-assessable shares of Common Stock into which
such shares of Series B Preferred Stock are convertible pursuant to this Section
as of the closing and consummation of such underwritten  public offering,  or as
of the date of such approval,  without any further action by the holders of such
shares  and  whether  or not  the  certificates  representing  such  shares  are
surrendered to the  Corporation or its transfer agent; or (D) upon the approval,
set forth in a written  notice to the  Corporation,  of the  holders of at least
two-thirds  of  the  outstanding   shares  of  Series  D  Preferred  Stock,  all
outstanding shares of Series D Preferred Stock shall be converted  automatically
into the number of fully paid,  non-assessable shares of Common Stock into which
such shares of Series D Preferred Stock are convertible pursuant to this Section
as of the closing and consummation of such underwritten  public offering,  or as
of the date of such approval,  without any further action by the holders of such
shares  and  whether  or not  the  certificates  representing  such  shares  are
surrendered to the Corporation or its transfer agent.



<PAGE>


                5.2.2  Surrender  of  Certificates  Upon  Conversion.  Upon  the
occurrence of the conversion  event specified in the preceding  paragraph 5.1 or
5.2.1, the holders of the Series A Preferred Stock, Series B Preferred Stock and
Series  D  Preferred  Stock,  as  appropriate,   shall,  upon  notice  from  the
Corporation,  surrender the certificates  representing such shares at the office
of the Corporation or its transfer agent for the Common Stock. Thereupon,  there
shall be issued and delivered to such holder a certificate or  certificates  for
the number of shares of Common Stock into which the shares of Series A Preferred
Stock, Series B Preferred Stock and Series D Preferred Stock so surrendered were
convertible on the date on which the conversion occurred.  The Corporation shall
not be obligated to issue such certificates unless certificates  evidencing such
shares  of  Series A  Preferred  Stock,  Series B  Preferred  Stock or  Series D
Preferred Stock being  converted are either  delivered to the Corporation or any
such  transfer  agent,  or  the  holder  notifies  the  Corporation   that  such
certificates  have been lost,  stolen or  destroyed  and  executes an  agreement
satisfactory  to the  Corporation  to indemnify  the  Corporation  from any loss
incurred by it in connection therewith.

          5.3 Anti-Dilution Adjustments.

                5.3.1 Upon Dilutive  Issuances.  If the Corporation shall, while
there are any shares of Series A Preferred  Stock,  Series B Preferred  Stock or
Series D Preferred Stock  outstanding,  issue or sell shares of its Common Stock
or "Common Stock  Equivalents"  (as defined in Section  5.3.2.1  below)  without
consideration  or at a price  per share or "Net  Consideration  Per  Share"  (as
defined in Section  5.3.3 below) less than the  applicable  Conversion  Price in
effect  immediately  prior to such issuance or sale,  then in each such case the
applicable  Conversion  Price,  except as provided in Sections  5.3.6 and 5.3.7,
shall be lowered so as to be equal to an amount  determined by multiplying  such
applicable  Conversion Price immediately in effect prior to such issuance by the
following fraction:

                                                    N0 + N1
                                             ----------------------
                                                    N0 + N2

                     Where:

                N0  =  the  number  of  shares  of  Common   Stock   outstanding
immediately  prior to the issuance of such additional  shares of Common Stock or
Common Stock  Equivalents  (calculated  on a  fully-diluted  basis  assuming the
exercise or conversion of all then exercisable or convertible options, warrants,
purchase rights and convertible securities).

                N1 = the number of shares of Common  Stock  which the  aggregate
consideration, if any (including the Net Consideration Per Share with respect to
the  issuance  of Common  Stock  Equivalents),  received  or  receivable  by the
Corporation  for the total number of such  additional  shares of Common Stock so
issued or deemed to be issued would purchase at the applicable  Conversion Price
in effect immediately prior to such issuance.

                N2 = the  number of such  additional  shares of Common  Stock so
issued or deemed to be issued.

                The  provisions  of this  Section  5.3.1  may be  waived  in any
instance as to all shares of Series A Preferred Stock upon the written agreement
of the holders of two-thirds of the outstanding shares of the Series A Preferred
Stock, as to all shares of Series B Preferred  Stock upon the written  agreement
of the holders of two-thirds of the outstanding shares of the Series B Preferred
Stock or as to all shares of Series D Preferred Stock upon the written agreement
of the holders of two-thirds of the outstanding shares of the Series D Preferred
Stock  (without the  necessity of convening any meeting of  stockholders  of the
Corporation).

                5.3.2 Common Stock Equivalents.

                     5.3.2.1 General.  For the purposes of this Section 5.3, the
issuance of any warrants, options,  subscription or purchase rights with respect
to shares of Common Stock and the issuance of any securities convertible into or
exchangeable  for  shares of  Common  Stock and the  issuance  of any  warrants,
options,  subscription  or purchase  rights with respect to such  convertible or
exchangeable  securities  (collectively,  "Common Stock Equivalents"),  shall be
deemed an issuance of Common Stock. Any obligation,  agreement or undertaking to
issue Common Stock  Equivalents  at any time in the future shall be deemed to be
an  issuance  of  Common  Stock  at  the  time  such  obligation,  agreement  or
undertaking is made or arises. No adjustment of the applicable  Conversion Price
shall be made under this  Section 5.3 upon the  issuance of any shares of Common
Stock which are issued  pursuant to the exercise,  conversion or exchange of any
Common Stock Equivalents.

                     5.3.2.2   Adjustments  for   Adjustment,   Cancellation  or
Expiration of Common Stock  Equivalents.  Should the Net Consideration Per Share
of any such Common Stock  Equivalents be decreased from time to time,  including
without  limitation as a result of the application of  anti-dilution  provisions
substantially  similar to the  provisions  of this Section 5.3,  then,  upon the
effectiveness of each such change, the applicable  Conversion Price will be that
which would have been obtained (1) had the adjustments  made pursuant to Section
5.3.1 of this Article  FOUR upon the  issuance of such Common Stock  Equivalents
been  made  upon  the  basis  of the new Net  Consideration  Per  Share  of such
securities,  and (2) had the adjustments made to the applicable Conversion Price
since the date of issuance of such Common  Stock  Equivalents  been made to such
applicable  Conversion  Price as  adjusted  pursuant  to clause (1)  above.  Any
adjustment of the applicable  Conversion Price which relates to any Common Stock
Equivalent  shall be disregarded  if, as, and when such Common Stock  Equivalent
expires or is canceled without being exercised, or is repurchased by the Company
at a price per share at or less than the original  purchase  price,  so that the
applicable  Conversion  Price effective  immediately  upon such  cancellation or
expiration  shall be equal to the  applicable  Conversion  Price that would have
been in effect (1) had the expired or canceled Common Stock  Equivalent not been
issued,  and (2) had the  adjustments  made to the applicable  Conversion  Price
since the date of  issuance of such Common  Stock  Equivalents  been made to the
applicable  Conversion  Price which would have been in effect had the expired or
canceled Common Stock Equivalent not been issued. Notwithstanding the provisions
of  this  Section  5.3.2.2,  the  foregoing   adjustments  shall  not  have  any
retroactive  impact on any shares of Preferred  Stock which have been converted,
redeemed or otherwise  retired prior to such change in the Net Consideration Per
Share or expiration or cancellation of such Common Stock Equivalent.

                     5.3.3 Net  Consideration  Per Share.  For  purposes of this
Section 5.3, the "Net  Consideration Per Share" which shall be receivable by the
Corporation  for any Common Stock issued upon the exercise or  conversion of any
Common Stock Equivalents shall be determined as follows:

                     5.3.3.1 The "Net  Consideration  Per Share"  shall mean the
amount  equal to the total  amount of  consideration,  if any,  received  by the
Corporation for the issuance of such Common Stock Equivalents,  plus the minimum
amount of  consideration,  if any, payable to the Corporation upon exercise,  or
conversion or exchange  thereof,  divided by the  aggregate  number of shares of
Common  Stock that would be issued if all such  Common  Stock  Equivalents  were
exercised, exchanged or converted.

                     5.3.3.2 The "Net  Consideration  Per Share"  which shall be
receivable  by the  Corporation  shall be  determined in each instance as of the
date of  issuance  of Common  Stock  Equivalents  without  giving  effect to any
possible  future  upward  price  adjustments  or rate  adjustments  which may be
applicable with respect to such Common Stock Equivalents.

                     5.3.4 Stock  Dividends  for Holders of Capital  Stock Other
Than Common Stock.  Except in the case of the issuance of shares of Common Stock
in lieu of  paying  cash  dividends  as set forth in  Section  2.4  hereof,  for
purposes  of  Section  5.3.1  of  this  Article  FOUR,  in the  event  that  the
Corporation  shall make or issue (otherwise than to all holders of Common Stock,
Series A  Preferred  Stock,  Series B  Preferred  Stock and  Series D  Preferred
Stock),  or shall fix a record  date for the  determination  of  holders  of any
capital stock of the Corporation (other than all holders of Common Stock, Series
A  Preferred  Stock,  Series B  Preferred  Stock and Series D  Preferred  Stock)
entitled to receive a dividend or other distribution  payable in Common Stock or
securities of the Corporation  convertible  into or otherwise  exchangeable  for
shares of Common  Stock of the  Corporation,  then  such  Common  Stock or other
securities  issued  in  payment  of such  dividend  shall be deemed to have been
issued for no consideration.

                     5.3.5  Consideration  Other than Cash. For purposes of this
Section 5.3, if a part or all of the  consideration  received by the Corporation
in connection with the issuance of shares of the Common Stock or the issuance of
any of the  securities  described in this Section 5.3 consists of property other
than cash, such consideration  shall be deemed to have a fair market value as is
reasonably   determined  in  good  faith  by  the  Board  of  Directors  of  the
Corporation.

                     5.3.6 Exceptions to Anti-dilution  Adjustments;  Basket for
Reserved Employee Shares.  This Section 5.3 shall not apply (A) under any of the
circumstances  which would  constitute an  Extraordinary  Common Stock Event (as
described  below),  (B) to any  issuance  of shares  of Common  Stock in lieu of
paying cash dividends as set forth in Section 2.4 hereof, (C) to any issuance or
sale of  shares  approved  unanimously  by the  Board  of  Directors;  provided,
however,  that the  maximum  number of shares  of Common  Stock or Common  Stock
Equivalents  issued under this clause (C) shall not exceed  5,000,000  shares in
the aggregate,  as constituted on the date hereof; (D) to the issuance of Common
Stock or warrants to purchase shares of Common Stock issued by the  Corporation,
with the approval of the Board of Directors,  to certain real estate  investment
trusts  and  other  institutional  landlords  which  have  entered  into  access
agreements  granting  the  Corporation  the right to install  telecommunications
systems or to any finders or brokers  assisting  in finding any such real estate
investment trusts or institutional  landlords,  or the issuance of any shares of
Common Stock upon the exercise of any such  warrants,  or (E) to any issuance of
shares of Common  Stock in  connection  with the exercise or  conversion  of any
Common  Stock  Equivalents  issued and  outstanding  prior to December 15, 2000.
Further,  this  Section 5.3 shall not apply with respect to the issuance or sale
of shares of Common Stock, or the grant of options exercisable therefor,  issued
or issuable to directors, officers, employees and consultants of the Corporation
or any subsidiary  pursuant to any qualified or non-qualified  stock option plan
or agreement,  or such other  options,  issuances,  arrangements,  agreements or
plans intended  principally as a means of providing  compensation for employment
or services and approved by the Board of Directors and the  stockholders  of the
Corporation provided that such options do not exceed twenty percent (20%) of the
fully diluted shares outstanding.

                     5.3.7  De  Minimis   Adjustments.   No  adjustment  of  the
applicable  Conversion  Price  shall  be made in an  amount  less  than one cent
($0.01) per share,  provided that any  adjustments  which are not required to be
made by reason of this sentence shall be carried forward and shall be taken into
account  in any  subsequent  adjustment  to  the  applicable  Conversion  Price;
provided,  further,  that any such adjustment that is not made to the Conversion
Price  pursuant  to  this  Section  5.3.7  shall  be  taken  into  account  upon
conversion.

                5.4 Adjustment Upon  Extraordinary  Common Stock Event. Upon the
happening of an Extraordinary Common Stock Event (as hereinafter  defined),  the
applicable  Conversion  Price shall,  simultaneously  with the happening of such
Extraordinary  Common Stock Event,  be adjusted by  multiplying  the  applicable
Conversion  Price by a fraction,  the  numerator of which shall be the number of
shares of  Common  Stock  outstanding  immediately  prior to such  Extraordinary
Common Stock Event and the denominator of which shall be the number of shares of
Common  Stock  outstanding  immediately  after such  Extraordinary  Common Stock
Event, and the product so obtained shall thereafter be the applicable Conversion
Price,  which,  as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive Extraordinary Common Stock Event or Events.

                An  "Extraordinary  Common  Stock  Event"  shall  mean  (i)  the
issuance  of  additional   shares  of  Common  Stock  as  a  dividend  or  other
distribution  on  outstanding  shares of Common  Stock,  (ii) a  subdivision  of
outstanding  shares of Common  Stock  into a greater  number of shares of Common
Stock,  or (iii) a combination or reverse stock split of  outstanding  shares of
Common Stock into a smaller number of shares of the Common Stock.

                5.5  Adjustment  Upon  Certain  Dividends.   In  the  event  the
Corporation   shall  make  or  issue,  or  shall  fix  a  record  date  for  the
determination  of holders of Common  Stock  entitled to  receive,  a dividend or
other   distribution   (other  than  a  distribution  in  liquidation  or  other
distribution  otherwise  provided  for herein)  with respect to the Common Stock
payable in (i) securities of the Corporation  other than shares of Common Stock,
or (ii) other assets  (excluding cash dividends or  distributions),  then and in
each such  event  provision  shall be made so that the  holders  of the Series A
Preferred  Stock,  Series B Preferred  Stock and Series D Preferred  Stock shall
receive  upon  conversion  thereof in addition to the number of shares of Common
Stock receivable thereupon, the number of securities or such other assets of the
Corporation  which they  would  have  received  had their  Preferred  Stock been
converted  into Common Stock on the date of such event and had they  thereafter,
during the period from the date of such event to and  including  the  Conversion
Date,  retained such securities or such other assets  receivable by them, giving
application  to all other  adjustments  called for during such period under this
Section 5.

                5.6 Adjustment Upon Capital  Reorganization or Reclassification.
If the Common  Stock  shall be changed  into the same or a  different  number of
shares of any other  class or  classes  of  capital  stock,  whether  by capital
reorganization,  recapitalization,  reclassification or otherwise (other than an
Extraordinary  Common  Stock  Event),  then and in each such event the holder of
each share of Series A Preferred  Stock,  Series B Preferred  Stock and Series D
Preferred  Stock shall have the right  thereafter to convert such share into, in
lieu of the number of shares of Common  Stock which the holder  would  otherwise
have been  entitled to receive,  the kind and amount of shares of capital  stock
and  other  securities  and  property   receivable  upon  such   reorganization,
recapitalization,  reclassification or other change by the holders of the number
of shares of Common  Stock into which such shares of Series A  Preferred  Stock,
Series B Preferred  Stock or Series D Preferred  Stock could have been converted
immediately prior to such reorganization, recapitalization,  reclassification or
change,  all subject to further adjustment as provided herein. The provision for
such conversion right shall be a condition  precedent to the consummation by the
Corporation of any such transaction.

                In the case of a transaction  to which both this Section 5.6 and
Section 3.2 of this Article FOUR apply, the holders of at least two-thirds (2/3)
of the  outstanding  shares of Series A Preferred Stock shall have the option of
electing  treatment  for all of the  holders of Series A  Preferred  Stock under
either this Section 5.6 or 3.2 of this Article  FOUR,  notice of which  election
shall be  submitted in writing to the  Corporation  at its  principal  office no
later than fifteen (15) business days before the effective date of such event.

                In the case of a transaction  to which both this Section 5.6 and
Section 3.2 of this Article FOUR apply, the holders of at least two-thirds (2/3)
of the  outstanding  shares of Series B Preferred Stock shall have the option of
electing  treatment  for all of the  holders of Series B  Preferred  Stock under
either this Section 5.6 or 3.2 of this Article  FOUR,  notice of which  election
shall be  submitted in writing to the  Corporation  at its  principal  office no
later than fifteen (15) business days before the effective date of such event.

                In the case of a transaction  to which both this Section 5.6 and
Section 3.2 of this Article FOUR apply, the holders of at least two-thirds (2/3)
of the  outstanding  shares of Series D Preferred Stock shall have the option of
electing  treatment  for all of the  holders of Series D  Preferred  Stock under
either this Section 5.6 or 3.2 of this Article  FOUR,  notice of which  election
shall be  submitted in writing to the  Corporation  at its  principal  office no
later than fifteen (15) business days before the effective date of such event.

                5.7  Certificate as to Adjustments;  Notice by  Corporation.  In
each  case  of an  adjustment  or  readjustment  of the  Conversion  Price,  the
Corporation at its expense will furnish each holder of Series A Preferred Stock,
Series  B  Preferred  Stock or  Series D  Preferred  Stock  so  affected  with a
certificate  prepared  by  the  Treasurer  or  Chief  Financial  Officer  of the
Corporation,  showing such adjustment or readjustment, and stating in detail the
facts upon which such adjustment or readjustment is based.

                5.8 Exercise of Conversion Privilege. To exercise its conversion
privilege,  a holder of Series A Preferred  Stock,  Series B Preferred  Stock or
Series D  Preferred  Stock  shall  surrender  the  certificate  or  certificates
representing  the shares being  converted to the  Corporation  at its  principal
office,  and shall give written  notice to the  Corporation  at that office that
such holder elects to convert such shares. Such notice shall also state the name
or names (with address or addresses) in which the  certificate  or  certificates
for shares of Common Stock issuable upon such  conversion  shall be issued.  The
certificate or  certificates  for shares of Preferred  Stock so surrendered  for
conversion shall be accompanied by proper assignment  thereof to the Corporation
or in blank.  The date when such written notice is received by the  Corporation,
together  with the  certificate  or  certificates  representing  the  shares  of
Preferred Stock being converted,  shall be the "Conversion Date." As promptly as
practicable  after the Conversion Date, the Corporation  shall issue and deliver
to the  holder of the  shares of  Preferred  Stock  being  converted,  or on its
written order, such certificate or certificates as it may request for the number
of whole shares of Common Stock  issuable upon the  conversion of such shares of
Preferred  Stock in accordance  with the provisions of this Section 5, and cash,
as provided in Section 5.9 of this Article FOUR, in respect of any fraction of a
share of Common Stock issuable upon such  conversion.  Such conversion  shall be
deemed to have been effective  immediately prior to the close of business on the
Conversion  Date,  and at such time the  rights  of the  holder as holder of the
converted  shares of  Preferred  Stock  shall cease and the  person(s)  in whose
name(s) any  certificate(s)  for shares of Common  Stock shall be issuable  upon
such  conversion  shall be deemed to have become the holder or holders of record
of the shares of Common Stock represented thereby.

                5.9 Cash in Lieu of Fractional  Shares.  No fractional shares of
Common Stock or scrip  representing  fractional  shares shall be issued upon the
conversion  of shares of either  Series A  Preferred  Stock,  Series B Preferred
Stock or Series D Preferred  Stock.  Instead of any fractional  shares of Common
Stock which would  otherwise be issuable  upon  conversion of Series A Preferred
Stock,  Series B Preferred  Stock or Series D Preferred  Stock,  the Corporation
shall pay to the holder of the shares which were converted a cash  adjustment in
respect of such fractional shares in an amount equal to the same fraction of the
market price per share of the Common Stock (as determined in a reasonable manner
prescribed  by the  Board  of  Directors,  which,  in the  case of an  automatic
conversion upon completion of a Qualified Public  Offering,  shall be the public
offering  price per share in such  Qualified  Public  Offering)  at the close of
business on the  Conversion  Date.  The  determination  as to whether or not any
fractional  shares  are  issuable  shall be based upon the  aggregate  number of
shares  being  converted  at any one time by any holder  thereof,  not upon each
share being converted.

                5.10  Partial  Conversion.  In the event some but not all of the
shares of either Series A Preferred Stock,  Series B Preferred Stock or Series D
Preferred  Stock  represented  by a  certificate(s)  surrendered by a holder are
converted,  the Corporation  shall execute and deliver to or on the order of the
holder,  at the expense of the Corporation,  a new certificate  representing the
number of shares of Series A Preferred Stock, Series B Preferred Stock or Series
D Preferred Stock, as appropriate, which were not converted.

                5.11 Reservation of Common Stock.  The Corporation  shall at all
times reserve and keep available out of its  authorized  but unissued  shares of
Common Stock,  solely for the purpose of effecting the  conversion of the shares
of the Series A Preferred Stock, Series B Preferred Stock and Series D Preferred
Stock,  such number of its shares of Common  Stock as shall from time to time be
sufficient to effect the  conversion of all  outstanding  shares of the Series A
Preferred  Stock,  Series  B  Preferred  Stock  and  Series  D  Preferred  Stock
(including any shares of Series A Preferred Stock,  Series B Preferred Stock and
Series D Preferred Stock represented by any warrants,  options,  subscription or
purchase  rights such stock),  and if at any time the number of  authorized  but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of all then  outstanding  shares  of the  Series  A  Preferred  Stock,  Series B
Preferred Stock and Series D Preferred  Stock  (including any shares of Series A
Preferred  Stock,  Series  B  Preferred  Stock  and  Series  D  Preferred  Stock
represented by any warrants, options,  subscriptions or purchase rights for such
stock),  the Corporation  shall take such action as may be necessary to increase
its authorized  but unissued  shares of Common Stock to such number of shares as
shall be sufficient for such purpose.

                6. Restrictions and Limitations on Corporate Action.

                6.1 The Corporation  will not take any corporate  action without
the  approval  by the  holders of at least  two-thirds  of the then  outstanding
shares  of Series A  Preferred  Stock,  Series B  Preferred  Stock and  Series D
Preferred  Stock,  voting  together  as a single  class,  if such  amendment  or
corporate action would:

                     (a) create any new class of shares ranking, in any respect,
senior to or on parity  with the Series A  Preferred  Stock,  Series B Preferred
Stock and Series D Preferred Stock;

                     (b)  materially  change the nature of its business  without
having previously  received the unanimous approval of the Corporation's Board of
Directors;

                     (c) increase the  authorized  number of shares of Preferred
Stock;

                     (d)  reclassify  the  shares of  Common  Stock or any other
shares of any class or series of capital stock  hereafter  created junior to the
Series A Preferred Stock,  Series B Preferred Stock and Series D Preferred Stock
into shares of any class or series of capital stock ranking either as to voting,
payment  of  dividends,  distribution  of assets or  redemption,  prior to or on
parity with the Series A Preferred Stock,  Series B Preferred Stock and Series D
Preferred Stock; or

                     (e) voluntarily dissolve, liquidate or wind up or carry out
any partial liquidation or dissolution.

                6.2 The Corporation  will not take any corporate  action without
the  approval  by the  holders of at least  two-thirds  of the then  outstanding
shares of a particular series of Preferred Stock, if such amendment or corporate
action would adversely alter or change the rights,  preferences or privileges of
such series of  Preferred  Stock  without  adversely  altering  or changing  the
rights,  preferences  or  privileges  of any other series of Preferred  Stock to
substantially  the same extent;  provided,  however,  that the  creation  and/or
issuance  of any  class  of  Preferred  Stock  ranking  senior  to the  Series C
Preferred  Stock shall not require the consent or approval of the holders of the
Series C Preferred Stock.

                7. No Dilution or Impairment.  Unless approved by the holders of
two-thirds of the then outstanding shares of Series A Preferred Stock,  Series B
Preferred Stock and Series D Preferred Stock, voting separately, the Corporation
will not,  through  any  reorganization,  transfer  of capital  stock or assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of the Series A Preferred Stock,  Series B Preferred Stock or Series D
Preferred Stock set forth herein,  but will at all times in good faith assist in
the  carrying out of all such terms.  Without  limiting  the  generality  of the
foregoing,  the Corporation (a) will not increase the par value of any shares of
stock  receivable on the  conversion of the Series A Preferred  Stock,  Series B
Preferred Stock and Series D Preferred  Stock above the amount payable  therefor
on such  conversion,  and (b) will  take  such  action  as may be  necessary  or
appropriate  in order that the  Corporation  may validly and legally issue fully
paid  and  nonassessable  shares  of  stock on the  conversion  of all  Series A
Preferred Stock, Series B Preferred Stock and Series D Preferred Stock from time
to time  outstanding.  Notwithstanding  the  foregoing,  (i) in the  event  such
proposed  reorganization,  transfer of capital  stock or assets,  consolidation,
merger, dissolution,  issue or sale of securities or other action referred to in
this  section  would only  affect  either the  holders of the Series A Preferred
Stock,  Series B Preferred Stock or Series D Preferred  Stock,  then approval is
only  needed  from the holders of at least  two-thirds  of the then  outstanding
shares of the affected series of Preferred Stock, and (ii) nothing shall prevent
the Corporation  from amending its Certificate of  Incorporation  upon receiving
the appropriate stockholder consent.

           8.  Notices of Record Date.  In the event of:

                (a) any taking by the  Corporation of a record of the holders of
any class of securities for the purpose of determining  the holders  thereof who
are  entitled to receive any  dividends or other  distribution,  or any right to
subscribe for,  purchase or otherwise acquire any shares of capital stock of any
class or any other securities or property, or to receive any other right, or

                (b)  any  capital   reorganization   of  the  Corporation,   any
reclassification  or  recapitalization  of the capital stock of the Corporation,
any  merger or  consolidation  of the  Corporation,  or any  transfer  of all or
substantially all of the assets of the Corporation to any other corporation,  or
any other entity or person, or

                (c) any voluntary or  involuntary  dissolution,  liquidation  or
winding up of the Corporation, then and in each such event the Corporation shall
mail or cause to be mailed to each holder of Preferred Stock a notice specifying
(i) the date on which any such  record is to be taken  for the  purpose  of such
dividend, distribution or right and a description of such dividend, distribution
or  right,  (ii) the date on which  any such  reorganization,  reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding up is expected to become effective,  and (iii) the time, if any, that is
to be  fixed,  as to when the  holders  of  record  of  Common  Stock  (or other
securities) shall be entitled to exchange their shares of Common Stock (or other
securities)   for   securities   or  other   property   deliverable   upon  such
reorganization,  reclassification,  recapitalization,  transfer,  consolidation,
merger,  dissolution,  liquidation or winding up. Such notice shall be mailed by
first class mail, postage prepaid,  at least fifteen (15) days prior to the date
specified in such notice on which action is being taken.

                9. Redemption.  None of the Series A Preferred  Stock,  Series B
Preferred Stock or Series D Preferred Stock is redeemable. The holders of Series
C  Preferred  Stock  shall  have the  following  rights  and be  subject  to the
following obligations with respect to the redemption of their shares.

                     9.1 Defined Terms.

                          9.1.1 "Redemption Price" shall mean an amount equal to
the Series C Original  Purchase  Price  (subject to adjustment for stock splits,
reverse stock splits and similar type  transactions or occurrences  with respect
to the Series C Preferred Stock), plus all accrued,  accumulated or declared but
unpaid dividends thereon.

                          9.1.2 "Redemption Date" shall mean (a) with respect to
a mandatory  redemption under Section 9.2, the date which is no later than sixty
(60) days after the  closing of a  Qualified  Public  Offering  in the case of a
redemption under Section 9.2.1,  and (b) with respect to a voluntary  redemption
under  Section  9.3,  the date  specified  in the notice  referred to in Section
9.3.1.

                     9.2  Mandatory Redemption.

                          9.2.1 Qualified Public  Offering.  Upon the occurrence
of a Qualified  Public  Offering,  the Corporation  shall redeem all outstanding
shares  Series C Preferred  Stock upon  payment in cash in respect of each share
redeemed of an amount equal to the Redemption Price.

                          9.2.2  Procedure.  At least  thirty (30) days prior to
the Redemption Date,  written notice shall be mailed,  postage prepaid,  to each
holder of record of shares the Series C Preferred Stock to be redeemed,  at such
holder's  post  office  address  last shown on the  records of the  Corporation,
notifying  such holder of the  redemption  of such shares to be redeemed at that
time,  specifying the Redemption  Date, the Redemption  Price,  and calling upon
such  holder to  surrender  to the  Corporation,  in the manner and at the place
designated, such holder's certificate or certificates representing the shares to
be redeemed (such notice is hereinafter referred to as the "Redemption Notice").
On or after the Redemption  Date, each holder of shares Series C Preferred Stock
to be  redeemed  shall  surrender  such  holder's  certificate  or  certificates
representing  shares  to the  Corporation,  in  the  manner  and  at  the  place
designated in the  Redemption  Notice,  and upon such  surrender the  Redemption
Price of such  shares  shall be payable  to the order of the  person  whose name
appears on such certificate or certificates as the owner of such shares and each
surrendered certificate shall be canceled. In the event less than all the shares
represented by any such  certificate are redeemed,  a new  certificate  shall be
issued  representing the unredeemed shares.  From and after the Redemption Date,
unless there shall have been a default in payment of the Redemption  Price,  all
rights of the  holders  of shares of Series C  Preferred  Stock  designated  for
redemption in the  Redemption  Notice as holders of shares of Series C Preferred
Stock of the  Corporation  (except  the right to receive  the  Redemption  Price
without  interest upon  surrender of their  certificate or  certificates)  shall
cease with respect to such shares,  and such shares  shall not  subsequently  be
transferred on the books of the  Corporation or be deemed to be outstanding  for
any purpose whatsoever.

                     9.3  Voluntary Redemption

                          9.3.1 The Corporation shall, at any time and from time
to time (to the extent then lawful),  have the right,  at its option,  to redeem
all or any number of the outstanding  shares of Series C Preferred  Stock.  This
option shall be  exercised  by delivery of a written  notice of exercise to each
holder  of record of shares  of  Series C  Preferred  Stock to be  redeemed,  in
accordance  with the procedures set forth in Section 9.3.3 hereof,  which notice
shall be delivered at least ten (10),  but not more than sixty (60),  days prior
to the date of redemption.

                          9.3.2 Redemption  Price. The Corporation shall pay the
Redemption  Price with  respect to each share of Series C Preferred  Stock to be
redeemed by the  Corporation  pursuant to Section 9.3.1 in  accordance  with the
procedures in Section 9.3.3.

                          9.3.3  Procedure.  The notice of exercise  pursuant to
Section 9.3.1 hereof shall be mailed,  postage prepaid, to each holder of record
of shares of Series C Preferred  Stock to be  redeemed,  at such  holder's  post
office  address  last shown on the records of the  Corporation,  notifying  such
holder of the  Corporation's  intention  to exercise its  redemption  option set
forth herein,  specifying the  Redemption  Date, and calling upon such holder to
surrender to the Corporation,  in the manner and at the place  designated,  such
holder's certificate or certificates  representing the shares to be redeemed. In
case less than all the outstanding  shares of Series C Preferred Stock are to be
redeemed,  the number of shares to be redeemed and the method of selecting which
shares  are to be  redeemed,  whether by lot or by any other  equitable  method,
shall be determined by the Board of Directors.  On or after the Redemption Date,
each holder of shares of Series C Preferred Stock to be redeemed shall surrender
such  holder's  certificate  or  certificates  representing  shares  of Series C
Preferred Stock to the Corporation, in the manner and at the place designated in
the notice,  and upon such surrender the Redemption  Price for such shares shall
be payable to the order of the person whose name appears on such  certificate or
certificates as the owner of such shares, and each surrendered certificate shall
be canceled.  From and after the Redemption Date, unless there shall have been a
default in payment of the Redemption  Price, all rights of the holders of shares
of Series C  Preferred  Stock  designated  for  redemption  (except the right to
receive the Redemption Price) shall cease with respect to such shares,  and such
shares shall not  subsequently be transferred on the books of the Corporation or
be deemed to be outstanding for any purpose whatsoever.

                     9.4  Insufficient  Funds.  If the funds of the  Corporation
legally  available for  redemption of shares of Series C Preferred  Stock on any
Redemption Date are  insufficient to redeem the total number of shares of Series
C  Preferred  Stock to be  redeemed  on such date,  those funds that are legally
available  shall be used to  redeem  the  maximum  number  of shares of Series C
Preferred  Stock,  ratably among the holders of such shares to be redeemed.  The
shares of Series C Preferred  Stock not redeemed  shall remain  outstanding  and
entitled  to all  the  rights  and  preferences  provided  herein.  At any  time
thereafter  when additional  funds of the Corporation are legally  available for
redemption of shares of Series C Preferred Stock,  such funds shall  immediately
be used to  redeem  the  balance  of the  Series C  Preferred  Stock  which  the
Corporation  has become  obligated to redeem on any Redemption Date but which it
has not  redeemed,  at a price  per  share  equal to the  Redemption  Price  (as
previously  determined),  plus interest,  compounded quarterly and calculated on
the basis of a 360-day year, on the Redemption Price at the Defined Rate accrued
from and after the  Redemption  Date to the date of actual  redemption.  As used
herein,  the "Defined  Rate" shall mean a rate per annum equal to the prime rate
of interest periodically established and designated by the Corporation's primary
bank,  or in the  absence  of a primary  banking  relationship,  by First  Union
National Bank, plus three hundred (300) basis points.

                     9.5  Deposit  of  Redemption  Price.  On or  prior  to  the
Redemption Date, the Corporation shall deposit the Redemption Price with respect
to all shares of Series C  Preferred  Stock  designated  for  redemption  in the
Redemption  Notice  and not yet  redeemed  with a bank or trust  company  having
aggregate  capital and surplus in excess of  $50,000,000.00  as a trust fund for
the  benefit  of  the  respective  holders  of the  shares  designated  for  the
redemption and not yet redeemed, with irrevocable  instructions and authority to
the bank or trust company to pay the  Redemption  Price for such shares to their
respective  holders on or after the Redemption Date upon receipt of notification
from the Corporation  that such holder has surrendered his stock  certificate to
the Corporation.  The balance of any funds deposited by the Corporation pursuant
to this  Section 9.5  remaining  unclaimed  at the  expiration  of two (2) years
following  the  Redemption  Date shall be returned to the  Corporation  upon its
request expressed in a resolution of its Board of Directors.

                10.  Status of Converted or  Repurchased  Preferred  Stock.  Any
share or shares of  Preferred  Stock  acquired by the  Corporation  by reason of
redemption, purchase, conversion or otherwise shall be returned to the status of
authorized but unissued shares of undesignated Preferred Stock.

C. Common Stock.

           1.  Dividend  Rights.  Subject to the prior  rights of holders of all
classes of stock at the time  outstanding  having prior rights as to  dividends,
the  holders of the Common  Stock  shall be  entitled  to  receive,  when and as
declared by the Board of Directors, out of any assets of the corporation legally
available  therefor,  such dividends as may be declared from time to time by the
Board of Directors.  Notwithstanding  the foregoing,  the Corporation  shall not
declare  and/or  distribute  a cash  dividend  upon  its  Common  Stock  payable
otherwise  than  out of  retained  earnings  (other  than in  connection  with a
liquidation,  dissolution  or  winding-up as  contemplated  by Section 2 of this
Article FOUR).

           2. Liquidation Rights.  Subject to the prior rights of holders of all
classes of stock at the time outstanding  having prior rights as to liquidation,
dissolution  or winding up, upon the  liquidation,  dissolution or winding up of
the  Corporation,  the assets of the  Corporation  shall be  distributed  to the
holders of Common Stock.

           3. Redemption. The Common Stock is not redeemable.

           4. Voting Rights. The holders of Common Stock shall have the right to
one vote for each share of Common Stock,  and shall be entitled to notice of any
stockholders'  meeting in  accordance  with the bylaws of the  Corporation,  and
shall be entitled  to vote upon such other  matters and in such manner as may be
provided by law.

                                    ARTICLE V


           The Corporation  reserves the right to amend, alter, change or repeal
any  provision  contained  in this Second  Amended and Restated  Certificate  of
Incorporation,  in the manner now or hereafter  prescribed  by statute,  and all
rights conferred on stockholders herein are granted subject to this reservation;
provided, that the rights, preferences and privileges of any series of Preferred
Stock shall not be amended,  altered,  changed or repealed  except in accordance
with Article IV.

                                   ARTICLE VI


           A director of the corporation  shall not be personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the director  derived any improper
personal  benefit.  If the Delaware  General  Corporation  Law is amended  after
approval by the stockholders of this Article to authorize the Corporation action
further  eliminating  or limiting the personal  liability of directors  then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law as so amended.

           Any  repeal  or  modification  of the  foregoing  provisions  of this
Article VI by the stockholders of the Corporation shall not adversely affect any
right or  protection  of a director of the  Corporation  existing at the time of
such repeal or modification.

                                   ARTICLE VII


           To the fullest extent permitted by applicable law, the Corporation is
authorized  to  provide  indemnification  of (and  advance of  expenses  to) the
officers,  directors,  employees  and agents of the  Corporation  (and any other
person to which the Delaware  General  Corporation  Law permits)  through  bylaw
provisions,  agreements,  vote of  stockholders  or otherwise,  in excess of the
indemnification  and  advancement  otherwise  permitted  by  Section  145 of the
Delaware  General  Corporation  Law,  subject only to the limitations  contained
therein.

                                  ARTICLE VIII


           Election of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.

                                   ARTICLE IX


           Meetings of  stockholders  may be held within or without the State of
Delaware,  as the Bylaws may provide.  The books of the  Corporation may be kept
(subject  to any  provision  contained  in the  statutes)  outside  the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                    ARTICLE X


           Except as  otherwise  provided  in this Second  Amended and  Restated
Certificate of Incorporation, in furtherance and not in limitation of the powers
conferred by statute,  the Board of Directors is expressly  authorized  to make,
repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.