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                                                                     EXHIBIT 4.1


                                      - 1 -


                     THIRD AMENDED AND RESTATED ARTICLES OF
                                INCORPORATION OF
                          TOUCHTUNES MUSIC CORPORATION


           Pursuant to the provisions of Section 78.403 of the Nevada Revised
Statutes, the undersigned Corporation adopts the following Third Amended and
Restated Articles of Incorporation as of this date:

           FIRST:  The name of the Corporation is TOUCHTUNES MUSIC CORPORATION.

           SECOND: The original Articles of Incorporation of the Corporation
were filed by the Secretary of State on the 9th day of August 1990 and the
Second Amended and Restated Articles of Incorporation were filed on the 3rd day
of May, 2000 which amended the original Articles of Incorporation of the
Corporation.

           THIRD: The name and address of the original incorporator of the
Corporation was: LESLIE H. SHAW, 2760, So. Highland Dr. #300 Salt Lake City,
Utah 84106.

           FOURTH: The board of directors of the Corporation, at a meeting duly
convened and held on the June 9, 2003, adopted a resolution authorizing a
further amendment and restatement of the Second Amended and Restated Articles of
Incorporation in order to increase the capital stock which the Corporation is
authorized to issue, from 50,000,000 shares of Class A voting common stock,
15,000,000 shares of Series A Preferred Stock and 10,000,000 shares of Series B
Preferred Stock to an aggregate of 100,000,000 shares of Class A voting common
stock, 15,000,000 shares of Series A Preferred Stock, 10,000,000 shares of
Series B Preferred Stock and 30,000,000 shares of Series C Preferred Stock. The
rights, privileges and preferences of each class of capital stock are set forth
below in ARTICLE SIXTH, containing the Third Amended and Restated Articles of
Incorporation in full.

           FIFTH: The number of shares of the Corporation outstanding and
entitled to vote on an amendment to the Articles of Incorporation are 14,758,644
shares of Class A voting common stock, 12,843,960 shares of Series A Preferred
Stock and 8,888,889 shares of Series B Preferred Stock, voting as a single
class. The changes and amendments made hereby, have been consented to and
approved by stockholders holding 10,001,920 shares of Class A voting common
stock, 12,843,960 shares of Series A Preferred Stock and 8,888,889 shares of
Series B Preferred Stock, being at least a majority of each such class, the only
classes of stock outstanding and entitled to vote thereon.

           SIXTH: The Articles of Incorporation, as amended to the date of this
certificate, are hereby restated as follows:

1.       NAME

1.1      The name of the Corporation is TOUCHTUNES MUSIC CORPORATI0N.

2.       PRINCIPAL OFFICE

2.1 The initial principal office of the Corporation shall be located at 216
South Fourth Street, Las Vegas, Nevada, 89106, and/or such other place as the
directors shall designate.


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3.       DURATION

3.1 The period of duration of the Corporation is perpetual.

4.       PURPOSES AND POWERS

4.1 The purposes for which the Corporation is organized are to engage in any
activity or business not in conflict with the laws of the State of Nevada or of
the United States of America, and without limiting the generality of the
foregoing, specifically, to have and to exercise all the powers now or hereafter
conferred by the laws of the State of Nevada upon Corporations organized and any
and all acts amendatory thereof and supplemental thereto.

5.       AUTHORIZED SHARES

5.1 The Corporation is authorized to issue four classes of stock to be
designated, respectively, "Class A voting common stock", "Series A Preferred
Stock", "Series B Preferred Stock" and "Series C Preferred Stock". The total
number of shares which the Corporation is authorized to issue is 155,000,000
shares.

           100,000,000 shares shall be Class A voting common stock, each having
a par value of one-tenth of one cent ($.001). 15,000,000 shares shall be Series
A Preferred Stock, each having a par value of one tenth of one cent ($.001).
10,000,000 shares shall be Series B Preferred Stock, each having a par value of
one tenth of one cent ($.001). 30,000,000 shares shall be Series C Preferred
Stock, each having a par value of one-tenth of one cent ($0.001).

6.       PRE-EMPTIVE RIGHTS

6.1 No stockholder of the Corporation shall, because of his ownership of stock,
have a pre-emptive or other right to purchase, subscribe for or take part of any
of the notes, debentures, bonds or other securities convertible into or carrying
options for warrants to purchase stock of the Corporation issued, optioned or
sold by it after its incorporation, except as may be otherwise stated in an
agreement between the Corporation and stockholders or in these Third Amended and
Restated Articles of Incorporation or by an amended certificate of said Articles
duly filed, may at any time be issued, optioned for sale and sold or disposed of
by the Corporation pursuant to the resolution of its Board of Directors to such
person, persons or organizations and upon such terms as may to such Board of
Directors seem proper.

THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO AND IMPOSED UPON
THE CLASS A VOTING COMMON STOCK, THE SERIES A PREFERRED STOCK, THE SERIES B
PREFERRED STOCK AND THE SERIES C PREFERRED STOCK ARE HEREINAFTER SET FORTH.

7.       VOTING OF SHARES

7.1 Each outstanding share of the Class A voting common stock of the Corporation
shall be entitled to one vote on each matter submitted to a vote at a meeting of
the stockholders. Each shareholder shall be entitled to vote his or its shares
in person or by proxy, executed in writing by such shareholder or by its duly
authorized attorney in fact. At each election for directors, every shareholder
entitled to vote at such election shall have the right to vote in person or by
proxy, the number of shares owned by him or it for as many persons as there are


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directors to be elected and for whose election he or it has the right to vote,
but the shareholder shall have no right, whatsoever, to accumulate his or its
votes with regard to such election.

7.2 In addition to the voting rights otherwise provided for herein and by law,
each outstanding share of Series A Preferred Stock and of Series B Preferred
Stock shall be entitled to one vote, and with respect to such, shall have full
voting rights and powers equal to the voting rights and powers of the holders of
Class A voting common stock, voting together with the Class A voting common
stock as a single class, and shall be entitled to notice of any stockholders'
meeting in accordance with the By-laws of the Corporation.

7.3 The holders of shares of Series C Preferred Stock in that capacity shall not
be entitled to receive notice of or to attend any meeting of the shareholders of
the Corporation and shall not be entitled to vote at any such meeting, except as
may be prescribed by law.

8.       DIVIDEND PROVISIONS

8.1 The holders of Class A voting common stock, Series A Preferred Stock and
Series B Preferred Stock are entitled to receive any dividend or any
distribution declared by the Corporation, on a share per share basis, without
any distinction as to Classes, as on an as-if-converted to Class A voting common
stock basis as for the Series A Preferred Stock and Series B Preferred Stock.

8.2 The holders of Series C Preferred Stock shall not be entitled to receive any
dividend.

9.       LIQUIDATION

9.1 In the event of any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, holders of Series C Preferred
Stock are entitled to receive, prior and in preference to any distribution of
any of the assets of the Corporation to the holders of Series A Preferred Stock,
Series B Preferred Stock or Class A voting common stock, by reason of their
ownership thereof, an amount per share equal to the Original Series C Issue
Price for each outstanding share of Series C Preferred Stock. If upon the
occurrence of such event, the assets and funds thus distributed to the holders
of the Series C Preferred Stock shall be insufficient to permit the payment to
such holders of the full aforesaid preferential amounts, then, the entire assets
and funds of the Corporation legally available for distribution shall be
distributed rateably among the holders of the Series C Preferred Stock in
proportion to the preferential amount each such holder would otherwise be
entitled to receive. For purposes of these Amended and Restated Articles of
Incorporation, the term "Original Series C Issue Price" shall be deemed to mean
$0.50 for each outstanding share of such Series C Preferred Stock (subject to
appropriate adjustments for stock splits, dividends, combinations or other
recapitalizations with respect to such shares).

9.2 After the distributions described in subsection 9.1 above have been paid, in
the event of any liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, holders of Class A voting common stock, of
Series A Preferred Stock and of Series B Preferred Stock are entitled to share
the remaining assets of the Corporation on a pro rata basis calculated on the
number of Class A voting common stock held by each (assuming conversion of all
such Preferred Stock) once the preferential payment to holders of Series C
Preferred stock shall have been paid on the Series C Preferred Stock described
in subsection 9.1.


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9.3 For purposes of these Third Amended and Restated Articles of Incorporation,
each of the following events shall be treated as a liquidation, dissolution or
winding up of the Corporation: (i) any acquisition of the Corporation by means
of merger or other form of corporate reorganization in which outstanding shares
of the Corporation are exchanged for securities or other consideration issued,
or caused to be issued, by the acquiring corporation or its subsidiary (other
than a transaction resulting in ownership of more than 50% of the equity of the
acquiring corporation by shareholders of the Corporation) or (ii) a sale of the
voting control of the Corporation or (iii) a sale of all or substantially all of
the assets of the Corporation.

9.4 Whenever the distribution provided for in this Section 9 shall be payable in
securities or property other than cash, the value of such distribution shall be
the fair market value of such securities or other property as determined in good
faith by the Board of Directors. The Corporation shall give prompt written
notice setting forth the basis of the Board of Director's determination of such
valuation to each shareholder.

10.      CONVERSION OF SERIES A PREFERRED STOCK

The holders of Series A Preferred Stock shall have conversion rights as follows
(the "SERIES A CONVERSION RIGHTS"):

10.1 RIGHT TO CONVERT. Each share of Series A Preferred Stock shall be
convertible, at the option of the holder thereof, at any time and from time to
time, into such number of fully paid and non assessable shares of Class A voting
common stock as is determined by dividing $1.50 (the "ORIGINAL SERIES A ISSUE
PRICE") by the Series A Conversion Price (as defined below) in effect at the
time of conversion. The conversion price at which shares of Class A voting
common stock shall be deliverable upon conversion of Series A Preferred Stock
without payment of additional consideration by the holder thereof (the "SERIES A
CONVERSION PRICE") shall initially be $1.50 per share. Such initial Series A
Conversion Price, and the rate at which shares of Series A Preferred Stock may
be converted into shares of Class A voting common stock, shall be subject to
adjustment as provided below.

           In the event of a liquidation of the Corporation, the Series A
Conversion Rights shall terminate at the close of business on the first full day
preceding the date fixed for the payment of any amounts distributable on
liquidation to the holders of Series A Preferred Stock.

10.2 FRACTIONAL SHARES. No fractional shares of Class A voting common stock
shall be issued upon conversion of 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.

10.3     MECHANICS OF CONVERSION

10.3.1   In order for a holder of Series A Preferred Stock to convert shares of
         Series A Preferred Stock into shares of Class A voting 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 Class A voting common stock


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         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 (the
         "SERIES A CONVERSION DATE"). The Corporation shall, as soon as
         practicable after the Series A 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
         Class A voting common stock to which such holder shall be entitled,
         together with cash in lieu of any fraction of a share and a certificate
         or certificates for the number of Class A Preferred Stock not
         converted.

10.3.2   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 purpose of effecting the conversion of the
         Series A Preferred Stock, such number of its duly authorized shares of
         Class A voting common stock as shall from time to time be sufficient to
         effect the conversion of all outstanding shares of Series A Preferred
         Stock. Before taking any action which would cause an adjustment
         reducing the Series A Conversion Price below the then par value of
         shares of Class A voting common stock issuable upon conversion of the
         Series A Preferred Stock, the Corporation will take any corporate
         action which may, in the opinion of its counsel, be necessary in order
         that the Corporation may validly and legally issue fully paid and
         non-assessable shares of Class A voting common stock at such adjusted
         Series A Conversion Price.

10.3.3   On the Series A Conversion Date, 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 Series A Conversion
         Date, except only the right of the holders thereof to receive shares of
         Class A voting common stock in exchange therefor.

10.4     Adjustments to Series A Conversion Price for Diluting Issues

10.4.1   SPECIAL DEFINITIONS. For purposes of this Section 10.4 only, the
         following definitions shall apply:

         10.4.1.1   "OPTION" shall mean rights, options or warrants to subscribe
         for, purchase or otherwise acquire Class A voting common stock, Series
         C Preferred Stock or Convertible Securities, excluding rights or
         options to acquire shares of Class A voting common stock granted to
         employees, directors or consultants of the Corporation pursuant to the
         Corporation's stock purchase or stock option plans or other
         arrangements that are approved by the Board of Directors;

         10.4.1.2  "ORIGINAL SERIES A ISSUE DATE" shall mean the date on which a
         share of Series A Preferred Stock was first issued or deemed to have
         been first issued. For the purposes hereof, a share of Series A
         Preferred Stock shall be deemed to have been first issued on the date
         on which the first "Class B" share of the capital stock of Touchtunes
         Digital Jukebox Inc. is issued to Societe Innovatech du Grand Montreal
         and Sofinov, Societe financiere d'innovations Inc. pursuant to a
         Subscription


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         Agreement made and entered into in the City and District of Montreal on
         March 14th, 1997;

         10.4.1.3   "CONVERTIBLE SECURITIES" shall mean any evidences of
         indebtedness, shares or other securities directly or indirectly
         convertible into or exchangeable for Class A voting common stock or
         Series C Preferred Stock;

         10.4.1.4   "ADDITIONAL SHARES" shall mean all shares of Class A voting
         common stock and all shares of Series C Preferred Stock issued (or,
         pursuant to Section 10.4.3 below, deemed to be issued) by the
         Corporation after the Original Series A Issue Date, other than shares
         of Class A voting common stock issued or issuable upon conversion of
         shares of Series A Preferred Stock or Series B Preferred Stock.

10.4.2   NO ADJUSTMENT OF SERIES A CONVERSION PRICE. No adjustment in the number
         of shares of Class A voting common stock into which the Series A
         Preferred Stock is convertible shall be made, by adjustment to the
         applicable Series A Conversion Price hereof:

         10.4.2.1   unless the consideration per share (determined pursuant to
         Section 10.4.5 for an Additional Share issued or deemed to be issued by
         the Corporation) is less than the applicable Series A Conversion Price
         in effect on the date of, and immediately prior to, the issue of such
         Additional Shares;

         10.4.2.2   in the event that the Corporation issues and sells shares of
         Series A Preferred Stock or Class A voting common stock to the holders
         of Series A Preferred Stock or their affiliates at a price equal to at
         least $1.50 per share;

         10.4.2.3   in the event that the Corporation, in connection with the
         initial public offering, issues to the underwriter or its designee of
         the initial public offering, Options or Additional Shares in lieu of or
         in addition to other compensation, including bridge loans with
         warrants; provided, that the amount of such compensation is reasonable
         and customary in the industry.

10.4.3   ISSUE OF SECURITIES, DEEMED ISSUE OF ADDITIONAL SHARES. If the
         Corporation at any time or from time to time after the Original Series
         A Issue Date shall issue any Options or Convertible Securities or shall
         fix a record date for the determination of holders of any class of
         securities entitled to receive any such Options or Convertible
         Securities, then the maximum number of shares of Class A voting common
         stock or Series C Preferred Stock (as set forth in the instrument
         relating thereto without regard to any provision contained therein for
         a subsequent adjustment of such number) issuable upon the exercise of
         such Options or, in the case of Convertible Securities and Options
         therefor, the conversion or exchange of such Convertible Securities,
         shall, notwithstanding Section 10.4.1.4, be deemed to be Additional
         Shares issued as of the time of such issue or, in case such a record
         date shall have been fixed, as of the close of business on such record
         date, provided that Additional Shares shall not be deemed to have been
         issued unless the consideration per share (determined pursuant to
         Section 10.4.5 hereof) of such Additional Shares would be less than the
         applicable Series A Conversion Price in effect on the date of and
         immediately prior to such issue, or such record date, as the case may
         be, and provided further that in any such case in which Additional
         Shares are deemed to be issued:


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         10.4.3.1   no further adjustment in the Series A Conversion Price shall
         be made upon the subsequent issue of Convertible Securities or shares
         of Class A voting common stock or Series C Preferred Stock upon the
         exercise of such Options or conversion or exchange of such Convertible
         Securities;

         10.4.3.2   if such Options or Convertible Securities by their terms
         provide, with the passage of time or otherwise, for any increase in the
         consideration payable to the Corporation, or decrease in the number of
         shares of Class A voting common stock or Series C Preferred Stock,
         issuable upon the exercise, conversion or exchange thereof, the Series
         A Conversion Price computed upon the original issue thereof (or upon
         the occurrence of a record date with respect thereto), and any
         subsequent adjustment based thereon, shall, upon any such increase or
         decrease becoming effective, be recomputed to reflect such increase or
         decrease insofar as it affects such Options or the rights of conversion
         or exchange under such Convertible Securities;

         10.4.3.3  no readjustment pursuant to Section 10.4.3.2 above shall have
         the effect of increasing the Series A Conversion Price to an amount
         which exceeds the lower of (1) the Series A Conversion Price on the
         original adjustment date, or (2) the Series A Conversion Price that
         would have resulted from any issuance of Additional Shares between the
         original adjustment date and such readjustment date;

         10.4.3.4   if any Option or conversion privilege represented by a
         Convertible Security shall expire or terminate without having been
         exercised, the Series A Conversion Price adjusted upon the issuance of
         such Option or Convertible Security shall be readjusted to the Series A
         Conversion Price that would have been in effect had the Option or
         Convertible Security not been issued; provided, however, that nothing
         contained in this Section 10.4.3.4 shall in any way whatsoever have an
         effect upon any Class A voting common stock which has been issued upon
         conversion of the Series A Preferred Stock;

         10.4.3.5  in the event of any change in the number of shares of Class A
         voting common stock or Series C Preferred Stock issuable upon the
         exercise, conversion or exchange of any Option or Convertible Security,
         including, but not limited to a change resulting from the anti-dilution
         provisions thereof, the Series A Conversion Price then in effect shall
         forthwith be readjusted to such Series A Conversion Price as would have
         been obtained had the adjustment which was made upon the issuance of
         such Option or Convertible Security not exercised or converted prior to
         such changes, been made upon the basis of such change, but no further
         adjustment shall be made for the actual issuance of Class A voting
         common stock or Series C Preferred Stock upon the exercise or
         conversion of any such Option or Convertible Security.

10.4.4   ADJUSTMENT OF SERIES A CONVERSION PRICE UPON ISSUANCE OF ADDITIONAL
         SHARES. Subject to the provisions of Section 10.4.2 above, in the event
         the Corporation shall at any time after the Original Series A Issue
         Date issue at least 1,000 Additional Shares (including Additional
         Shares deemed to be issued pursuant to Section 10.4.3, but excluding
         shares issued as a dividend or distribution as provided in Section 10.6
         or upon a stock split or combination as provided in Section 10.5),
         without consideration or for a consideration per share less than the
         Series A Conversion Price in effect on the date of and immediately
         prior to such issue, then and in such event, such Series A Conversion
         Price shall be reduced, concurrently with such issue to the price at
         which such Additional Shares are issued.


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         Notwithstanding the foregoing, the applicable Series A Conversion Price
         shall not be so reduced at such time if the amount of such reduction
         would be an amount less than $.01, but any such amount shall be carried
         forward and reduction with respect thereto made at the time of and
         together with any subsequent reduction which, together with such amount
         and any other amount or amounts so carried forward, shall aggregate
         $.01 or more.

10.4.5   DETERMINATION OF CONSIDERATION. For purposes of this Section 10.4, the
         consideration received by the Corporation for the issue of any
         Additional Shares shall be computed as follows:

         10.4.5.1   CASH AND PROPERTY. Such consideration shall:

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

         10.4.5.1.2 insofar as it consists of conversion of debt, be computed at
                    the aggregate of all amounts due by the Corporation,
                    including accrued interest and accrued dividends, so
                    converted;

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

         10.4.5.1.4 in the event Additional Shares are issued together with
                    other shares or securities or other assets of the
                    Corporation for consideration, which covers both, be the
                    proportion of such consideration so received, computed as
                    provided in subparagraphs 10.4.5.1.1, 10.4.5.1.2 and
                    10.4.5.1.3 above, as determined in good faith by the Board
                    of Directors.

         10.4.5.2   OPTIONS AND CONVERTIBLE SECURITIES. The consideration per
         share received by the Corporation for Additional Shares deemed to have
         been issued pursuant to Section 10.4.3, relating to Options and
         Convertible Securities, shall be determined by dividing:

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

               (y)  the maximum number of shares of Class A voting common stock
                    or Series C Preferred Stock (as set forth in the instruments
                    relating thereto, without regard to any provision contained
                    therein for a subsequent adjustment of such number) issuable
                    upon the exercise


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                    of such Options or the conversion or exchange of such
                    Convertible Securities.

10.5     ADJUSTMENTS FOR STOCK SPLITS AND COMBINATIONS. If the Corporation
shall at any time, or from time to time after the Original Series A Issue
Date, effect a subdivision of the outstanding Class A voting common stock,
the Series A Conversion Price then in effect immediately before that
subdivision shall be proportionately decreased. Conversely, if the
Corporation shall at any time, or from time to time after the Original Series
A Issue Date, combine the outstanding shares of Class A voting common stock
into a smaller number of shares, the Series A Conversion Price then in effect
immediately before the combination shall be proportionately increased. Any
adjustment under this subsection shall become effective at the close of
business on the date the subdivision or combination becomes effective.

10.6     ADJUSTMENTS FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. In the event
the  Corporation at any time, or from time to time after the Original Series
A Issue Date, shall make or issue, or fix a record date for the determination
of holders of Class A voting common stock entitled to  receive, a dividend or
other distribution payable only in additional  shares of Class A voting
common stock, then and in each such event the  Series A 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 Conversion Price then in
effect by a fraction:

               (x)  the numerator of which shall be the total number of shares
                    of Class A voting common stock issued and outstanding
                    immediately prior to the time of such issuance or the close
                    of business on such record date; and

               (y)  the denominator of which shall be the total number of shares
                    of Class A voting 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
                    Class A voting common stock issuable in payment of such
                    dividend or distribution;

                    provided, however, that 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 Conversion Price shall be recomputed
                    accordingly as of the close of business on such record date
                    and thereafter the Series A Conversion Price shall be
                    adjusted pursuant to this subsection to reflect the actual
                    payment of such dividend or distribution.

10.7     ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In the event the
         Corporation at any time, or from time to time after the Original Series
         A Issue Date, shall make or issue, or fix a record date for the
         determination of holders of Class A voting common stock entitled to
         receive, a dividend or other distribution payable in securities of the
         Corporation other than shares of Class A voting common stock (other
         than Class A voting common stock dividends paid under 10.6 hereof) or
         in cash, then and in each such event provision shall be made so that
         the holders of Series A Preferred Stock shall receive upon conversion
         thereof in addition to the number of shares of Class A voting common
         stock receivable thereupon, the amount of securities or cash of the
         Corporation that they would have received had their Series A Preferred
         Stock been converted into Class A voting common stock on the date of
         such event and, in respect of such


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securities of the Corporation receivable by them, had they thereafter, during
the period from the date of such event to and including the Series A
Conversion Date, retained such securities receivable by them as aforesaid
during such period giving application to all adjustments called for during
such period under this paragraph with respect to the rights of the holders of
Series A Preferred Stock.

10.8     ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE OR SUBSTITUTION. If the
Class  A voting common stock issuable upon the conversion of the Series A
Preferred Stock shall be changed into the same or a different number of
shares of any class or classes of stock, whether by capital reorganization,
reclassification, or otherwise (other than a subdivision or combination of
shares or stock dividend provided for above, or a reorganization, merger,
consolidation, or sale of assets provided for below), then and in each such
event the holder of each such share of Series A Preferred Stock shall have
the right thereafter to convert such share into the kind and amount of shares
of stock and other securities and property receivable upon such
reorganization, reclassification, or other change, by holders of the number
of shares of Class A voting common stock into which such shares of Series A
Preferred Stock might have been converted immediately prior to such
reorganization, reclassification, or change, all subject to further
adjustment as provided herein.

10.9     ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In case of any
consolidation or merger of the Corporation with; or into another  corporation
or the sale of all or substantially all of the assets of the Corporation to
another corporation each share of Series A Preferred  Stock shall thereafter
be convertible into the kind and amount of shares of stock or other
securities or property to which a holder of  the number of shares of Class A
voting common stock of the Corporation deliverable upon conversion of such
Series A Preferred Stock would have  been entitled upon such consolidation,
merger or sale; and, in such case, appropriate adjustment (as determined in
good faith by the Board  of Directors) shall be made in the application of
the provisions set forth in this Section 10 with respect to the rights and
interest  thereafter of the holders of Series A Preferred Stock, to the end
that the provisions set forth in this Section 10 (including provisions with,
respect to changes in and other adjustments of the Series A Conversion Price)
shall thereafter be applicable, as nearly as reasonably may be,  in relation
to any shares of stock or other property thereafter deliverable upon the
conversion of the Series A Preferred Stock.

10.10    NO IMPAIRMENT. The Corporation will not, by amendment of this Third
Restated Certificate of Incorporation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out
of all the provisions of this Section 10 and in the taking of all such
actions as may be necessary or appropriate in order to protect the Series A
Conversion Rights of the holders of Series A Preferred Stock against
impairment.

10.11    CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
adjustment of the Series A Conversion Price pursuant to this Section 10, the
Corporation at its expense shall promptly compute such adjustment in
accordance with the terms hereof and a certificate setting forth such
adjustment, and showing in detail the facts upon which such adjustment is
based. 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 similar certificate setting forth (i) such adjustments, (ii) the
Series A Conversion Price then in effect, and (iii) the number of shares of

<PAGE>

Class A voting common stock and the amount, if any, of other property which
then would be received upon the conversion of Series A Preferred Stock.

10.12    NOTICE OF RECORD DATE.  In the event:

10.12.1  that the Corporation declares a dividend (or any other distribution) on
         its Class A voting common stock payable in Class A voting common stock
         or other securities of the Corporation;

10.12.2  that the Corporation subdivides or combines its outstanding shares of
         Class A voting common stock;

10.12.3  of any reclassification of the Class A voting common stock of the
         Corporation (other than a subdivision or combination of its outstanding
         shares of Class A voting common stock or a stock dividend or stock
         distribution thereon), or of any consolidation or merger of the
         Corporation into or with another corporation, or of the sale of all or
         substantially all of the assets of the Corporation; or

10.12.4  of the involuntary or voluntary dissolution, liquidation or winding-up
         of the Corporation;

         then the Corporation shall cause to be filed at its principal office or
         at the office of the transfer agent of the Series A Preferred Stock,
         and shall cause to be mailed to the holders of Series A Preferred Stock
         at their last addresses as shown on the records of the Corporation or
         such transfer agent, at least ten (10) days prior to the record date
         specified in 10.12.4.1 below or twenty (20) days before the date
         specified in subparagraph 10.12.4.2 below, a notice stating:

         10.12.4.1 the record date of such dividend, distribution, subdivision
         or combination, or, if a record is not to be taken, the date as of
         which the holders of Class A voting common stock of record to be
         entitled to such dividend, distribution, subdivision or combination are
         to be determined; or

         10.12.4.2 the date on which such reclassification, consolidation,
         merger, sale, dissolution, liquidation or winding-up is expected to
         become effective, and the date as of which it is expected that holders
         of Class A voting common stock of record shall be entitled to exchange
         their shares of Class A voting common stock for securities or other
         property deliverable upon such reclassification, consolidation, merger,
         sale, dissolution or winding-up.

10.13    NOTICES. Any notice required by the provisions of this Section 10 to
be given to the holders of shares of Series A Preferred Stock shall be deemed
given if deposited in the United States mail, postage prepaid, and addressed
to each holder of record at its address appearing on the books of the
Corporation.

11.      CONVERSION OF SERIES B PREFERRED STOCK

         The holders of Series B Preferred Stock shall have conversion rights
as follows (the "SERIES B CONVERSION RIGHTS"):

11.1     RIGHT TO CONVERT. Each share of Series B Preferred Stock shall be
convertible, at the option of the holder thereof, at any time and from, time
to time, into such number of fully paid

<PAGE>

and non-assessable shares of Class A voting common stock as is determined by
dividing $2.25 (the "ORIGINAL SERIES B ISSUE PRICE") by the Series B
Conversion Price (as defined below) in effect at the time of conversion. The
conversion price at which shares of Class A voting common stock shall be
deliverable upon conversion of Series B Preferred Stock without payment of
additional consideration by the holder thereof (the "SERIES B CONVERSION
PRICE") shall initially be $2.25 per share. Such initial Series B Conversion
Price, and the rate at which shares of Series B Preferred Stock may be
converted into shares of Class A voting common stock, shall be subject to
adjustment as provided below.

         In the event, of a liquidation of the Corporation, the Series B
Conversion Rights shall terminate at the close of business on the first full day
preceding the date fixed for the payment of any amounts distributable on
liquidation to the holders of Series B Preferred Stock.

11.2     FRACTIONAL SHARES. No fractional shares of Class A voting common
stock shall be issued upon conversion of 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.

11.3     MECHANICS OF CONVERSION

11.3.1   In order for a holder of Series B Preferred Stock to convert shares of
         Series B Preferred Stock into shares of Class A voting 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 Class A voting 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 (the
         "SERIES B CONVERSION DATE"). The Corporation shall, as soon as
         practicable after the Series B 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
         Class A voting common stock to which such holder shall be entitled,
         together with cash in lieu of any fraction of a share on the shares of
         Series B Preferred Stock being converted, the accrued and unpaid
         dividend on the shares of Series B Preferred Stock being converted and
         a share certificate or certificates for the number of shares of Class B
         Preferred Stock not converted.

11.3.2   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
         Class A voting common stock as shall from time to time be sufficient to
         effect the conversion of all outstanding shares of Series B Preferred
         Stock. Before taking any action which would cause an adjustment
         reducing the Series B Conversion Price below the then par value of
         shares of Class A voting


<PAGE>

         common stock issuable upon conversion of the Series B Preferred Stock,
         the Corporation will take any corporate action which may, in the
         opinion of its counsel, be necessary in order that the Corporation may
         validly and legally issue fully paid and non-assessable shares of Class
         A voting common stock at such adjusted Series B Conversion Price.

11.3.3   On the Series B Conversion Date, 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 Series B Conversion
         Date, except only the right of the holders thereof to receive shares of
         Class A voting common stock in exchange therefor.

11.4     ADJUSTMENTS TO SERIES B CONVERSION PRICE FOR DILUTING ISSUES

11.4.1   SPECIAL DEFINITIONS. For purposes of this Section 11.4 only, the
         following definitions shall apply:

         11.4.1.1   "OPTION" shall mean rights, options or warrants to subscribe
         for, purchase or otherwise acquire Class A voting common stock, Series
         C Preferred Stock or Convertible Securities, excluding rights or
         options to acquire shares of Class A voting common stock granted to
         employees, directors or consultants of the Corporation pursuant to the
         Corporation's stock purchase or stock option plans or other
         arrangements that are approved by the Board of Directors;

         11.4.1.2  "ORIGINAL SERIES B ISSUE DATE" shall mean the date on which a
         share of Series B Preferred Stock was first issued or deemed to have
         been first issued;

         11.4.1.3   "CONVERTIBLE SECURITIES" shall mean any evidences of
         indebtedness, shares or other securities directly or indirectly
         convertible into or exchangeable for Class A voting common stock or
         Series C Preferred Stock;

         11.4.1.4   "ADDITIONAL SHARES" shall mean all shares of Class A voting
         common stock and all shares of Series C Preferred Stock issued (or,
         pursuant to Section 11.4.3 below, deemed to be issued) by the
         Corporation after the Original Series B Issue Date, other than shares
         of Class A voting common stock issued or issuable upon conversion of
         shares of Series A Preferred Stock or Series B Preferred Stock.

11.4.2   NO ADJUSTMENT OF SERIES B CONVERSION PRICE. No adjustment in the number
         of shares of Class A voting common stock into which the Series B
         Preferred Stock is convertible shall be made, by adjustment to the
         applicable Series B Conversion Price hereof:

         11.4.2.1   unless the consideration per share (determined pursuant to
         Section 11.4.5 for an Additional Share issued or deemed to be issued by
         the Corporation) is less than the applicable Series B Conversion Price
         in effect on the date of, and immediately prior to, the issue of such
         Additional Shares;

         11.4.2.2   in the event that the Corporation issues and sells shares of
         Series B Preferred Stock or Class A voting common stock to the holders
         of Series B Preferred Stock or their affiliates at a price equal to at
         least $2.25 per share;


<PAGE>

         11.4.2.3   in the event that the Corporation, in connection with the
         initial public offering, issues to the underwriter or its designee of
         the initial public offering, Options or Additional Shares in lieu of or
         in addition to other compensation, including bridge loans with
         warrants; provided, that the amount of such compensation is reasonable
         and customary in the industry.

11.4.3   ISSUE OF SECURITIES, DEEMED ISSUE OF ADDITIONAL SHARES. If the
         Corporation at any time or from time to time after the Original Series
         B Issue Date shall issue any Options or Convertible Securities or shall
         fix a record date for the determination of holders of any class of
         securities entitled to receive any such Options or Convertible
         Securities, then the maximum number of shares of Class A voting common
         stock or Series C Preferred Stock (as set forth in the instrument
         relating thereto without regard to any provision contained therein for
         a subsequent adjustment of such number) issuable upon the exercise of
         such Options or, in the case of Convertible Securities and Options
         therefor, the conversion or exchange of such Convertible Securities,
         shall, notwithstanding Section 11.4.1.4, be deemed to be Additional
         Shares issued as of the time of such issue or, in case such a record
         date shall have been fixed, as of the close of business on such record
         date, provided that Additional Shares shall not be deemed to have been
         issued unless the consideration per share (determined pursuant to
         Section 11.4.5 hereof) of such Additional Shares would be less than the
         applicable Series B Conversion Price in effect on the date of and
         immediately prior to such issue, or such record date, as the case may
         be, and provided further that in any such case in which Additional
         Shares are deemed to be issued:

         11.4.3.1   no further adjustment in the Series B Conversion Price shall
         be made upon the subsequent issue of Convertible Securities or shares
         of Class A voting common stock or Series C Preferred Stock upon the
         exercise of such Options or conversion or exchange of such Convertible
         Securities;

         11.4.3.2   if such Options or Convertible Securities by their terms
         provide, with the passage of time or otherwise, for any increase in the
         consideration payable to the Corporation, or decrease in the number of
         shares of Class A voting common stock or Series C Preferred Stock,
         issuable upon the exercise, conversion or exchange thereof, the Series
         B Conversion Price computed upon the original issue thereof (or upon
         the occurrence of a record date with respect thereto), and any
         subsequent adjustment based thereon, shall, upon any such increase or
         decrease becoming effective, be recomputed to reflect such increase or
         decrease insofar as it affects such Options or the rights of conversion
         or exchange under such Convertible Securities;

         11.4.3.3  no readjustment pursuant to Section 11.4.3.2 above shall have
         the effect of increasing the Series B Conversion Price to an amount
         which exceeds the lower of (1) the Series B Conversion Price on the
         original adjustment date, or (2) the Series B Conversion Price that
         would have resulted from any issuance of Additional Shares between the
         original adjustment date and such readjustment date;

         11.4.3.4   if any Option or conversion privilege represented by a
         Convertible Security shall expire or terminate without having been
         exercised, the Series B Conversion Price adjusted upon the issuance of
         such Option or Convertible Security shall be readjusted to the Series B
         Conversion Price that would have been in effect had the Option or
         Convertible Security not been issued; provided, however, that nothing
         contained in this Section 11.4.3.4 shall in any way whatsoever have an
         effect upon any Class A voting


<PAGE>

         common stock which has been issued upon conversion of the Series B
         Preferred Stock;

         11.4.3.5  in the event of any change in the number of shares of Class A
         voting common stock or Series C Preferred Stock issuable upon the
         exercise, conversion or exchange of any Option or Convertible Security,
         including, but not limited to a change resulting from the anti-dilution
         provisions thereof, the Series B Conversion Price then in effect shall
         forthwith be readjusted to such Series B Conversion Price as would have
         been obtained had the adjustment which was made upon the issuance of
         such Option or Convertible Security not exercised or converted prior to
         such changes, been made upon the basis of such change, but no further
         adjustment shall be made for the actual issuance of Class A voting
         common stock or Series C Preferred Stock upon the exercise or
         conversion of any such Option or Convertible Security.

11.4.4   ADJUSTMENT OF SERIES B CONVERSION PRICE UPON ISSUANCE OF ADDITIONAL
         SHARES. Subject to the provisions of Section 11.4.2 above, in the event
         the Corporation shall at any time after the Original Series B Issue
         Date issue at least 1,000 Additional Shares (including Additional
         Shares deemed to be issued pursuant to Section 11.4.3, but excluding
         shares issued as a dividend or distribution as provided in Section 11.6
         or upon a stock split or combination as provided in Section 11.5),
         without consideration or for a consideration per share less than the
         Series B Conversion Price in effect on the date of and immediately
         prior to such issue, then and in such event, such Series B Conversion
         Price shall be reduced, concurrently with such issue to the price at
         which such Additional Shares are issued.

         Notwithstanding the foregoing, the applicable Series B Conversion Price
         shall not be so reduced at such time if the amount of such reduction
         would be an amount less than $.01, but any such amount shall be carried
         forward and reduction with respect thereto made at the time of and
         together with any subsequent reduction which, together with such
         amount and any other amount or amounts so carried forward, shall
         aggregate $.01 or more.

11.4.5   DETERMINATION OF CONSIDERATION. For purposes of this Section 11.4, the
         consideration received by the Corporation for the issue of any
         Additional Shares shall be computed as follows:

         11.4.5.1   CASH AND PROPERTY. Such consideration shall:

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

         11.4.5.1.2 insofar as it consists of conversion of debt, be computed at
                    the aggregate of all amounts due by the Corporation,
                    including accrued interest and accrued dividends, so
                    converted;

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


<PAGE>

         11.4.5.1.4 in the event Additional Shares are issued together with
                    other shares or securities or other assets of the
                    Corporation for consideration which covers both be the
                    proportion of such consideration so received, computed as
                    provided in subparagraphs 11.4.5.1.1, 11.4.5.1.2 and
                    11.4.5.1.3 above, as determined in good faith by the Board
                    of Directors.

         11.4.5.2   OPTIONS AND CONVERTIBLE SECURITIES. The consideration per
         share received by the Corporation for Additional Shares deemed to have
         been issued pursuant to Section 11.4.3, relating to Options and
         Convertible Securities, shall be determined by dividing:

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

               (y)  the maximum number of shares of Class A voting common stock
                    or Series C Preferred Stock (as set forth in the instruments
                    relating thereto, without regard to any provision contained
                    therein for a subsequent adjustment of such number) issuable
                    upon the exercise of such options or the conversion or
                    exchange of such Convertible Securities.

11.5     ADJUSTMENTS FOR STOCK SPLITS AND COMBINATIONS. If the Corporation
shall at any time, or from time to time after the Original Series B Issue
Date, effect a subdivision of the outstanding Class A voting common stock,
the Series B Conversion Price then in effect immediately before that
subdivision shall be proportionately decreased. Conversely, if the
Corporation shall at any time, or from time to time after the Original Series
B Issue Date, combine the outstanding shares of Class A voting common stock
into a smaller number of shares, the Series B Conversion Price then in effect
immediately before the combination shall be proportionately increased. Any
adjustment under this subsection shall become effective at the close of
business on the date the subdivision or combination becomes effective.

11.6     ADJUSTMENTS FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. In the event
the Corporation at any time, or from time to time after the Original Series B
Issue Date, shall make or issue, or fix a record date for the determination
of holders of Class A voting common stock entitled to receive, a dividend or
other distribution payable in additional shares of Class A voting common
stock, then and in each such event the Series B 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 Conversion Price then in effect by a
fraction:

               (x)  the numerator of which shall be the total number of shares
                    of Class A voting common stock issued and outstanding
                    immediately prior to the


<PAGE>

                    time of such issuance or the close of business on such
                    record date; and

               (y)  the denominator of which shall be the total number of shares
                    of Class A voting 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
                    Class A voting common stock issuable in payment of such
                    dividend or distribution;

                    provided, however, that 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 Conversion Price shall be recomputed
                    accordingly as of the close of business on such record date
                    and thereafter the Series B Conversion Price shall be
                    adjusted pursuant to this subsection to reflect the actual
                    payment of such dividend or distribution.

11.7     ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In the event the
Corporation at any time, or from time to time after the original Series B
Issue Date, shall make or issue, or fix a record date for the determination
of holders of Class A voting common stock entitled to receive, a dividend or
other distribution payable in securities of the Corporation other than shares
of Class A voting common stock (other than Class A voting common stock
dividends paid under 11.5 hereof) or in cash, then and in each such event
provision shall be made so that the holders of Series B Preferred Stock shall
receive upon conversion thereof in addition to the number of shares of Class
A voting common stock receivable thereupon, the amount of securities or cash
of the Corporation that they would have received had their Series B Preferred
Stock been converted into Class A voting common stock on the date of such
event and, in respect of such securities of the Corporation receivable by
them, had they thereafter, during the period from the date of such event to
and including the Series B Conversion Date, retained such securities
receivable by them as aforesaid during such period giving application to all
adjustments called for during such period under this paragraph with respect
to the rights of the holders of Series B Preferred Stock.

11.8     ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE OR SUBSTITUTION. If the
Class A voting common stock issuable upon the conversion of the Series B
Preferred Stock shall be changed into the same or a different number of
shares of any class or classes of stock, whether by capital reorganization,
reclassification, or otherwise (other than a subdivision or combination of
shares or stock dividend provided for above, or a reorganization, merger,
consolidation, or sale of assets provided for below), then and in each such
event the holder of each such share of Series B Preferred Stock shall have
the right thereafter to convert such share into the kind and amount of shares
of stock and other securities and property receivable upon such
reorganization, reclassification, or other change, by holders of the number
of shares of Class A voting common stock into which such shares of Series B
Preferred Stock might have been converted immediately prior to such
reorganization, reclassification, or change, all subject to further
adjustment as provided herein.

11.9     ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In case of any
consolidation or merger of the Corporation with or into another corporation
or the sale of all or substantially all of the assets of the Corporation to
another corporation each share of Series B Preferred Stock shall thereafter
be convertible into the kind and amount of shares of stock or other
securities or property to which a holder of the number of shares of Class A
voting common stock of the


<PAGE>

Corporation deliverable upon conversion of such Series B Preferred Stock
would have been entitled upon such consolidation, merger or sale; and, in
such case, appropriate adjustment (as determined in good faith by the Board
of Directors) shall be made in the application of the provisions set forth in
this Section 11 with respect to the rights and interest thereafter of the
holders of Series B Preferred Stock, to the end that the provisions set forth
in this Section 11 (including provisions with respect to changes in and other
adjustments of the Series B Conversion Price) shall thereafter be applicable,
as nearly as reasonably may be, in relation to any shares of stock or other
property thereafter deliverable upon the conversion of the Series B Preferred
Stock.

11.10    NO IMPAIRMENT. The Corporation will not, by amendment of this Third
Restated Certificate of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or
performed hereunder by the Corporation, but will at all times in good
faith assist in the carrying out of all the provisions of this Section
11 and in the taking of all such actions as may be necessary or
appropriate in order to protect the Series B Conversion Rights of the
holders of Series B Preferred Stock against impairment.

11.11    CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
adjustment of the Series B Conversion Price pursuant to this Section 11, the
Corporation at its expense shall promptly compute such adjustment in
accordance with the terms hereof and a certificate setting forth such
adjustment, and showing in detail the facts upon which such adjustment is
based. 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 similar certificate setting forth (i) such adjustments, (ii) the
Series B Conversion Price then in effect, and (iii) the number of shares of
Class A voting common stock and the amount, if any, of other property which
then would be received upon the conversion of Series B Preferred Stock.

11.12    NOTICE OF RECORD DATE.  In the event:

11.12.1  that the Corporation declares a dividend (or any other distribution) on
         its Class A voting common stock payable in Class A voting common stock
         or other securities of the Corporation;

11.12.2  that the Corporation subdivides or combines its outstanding shares of
         Class A voting common stock;

11.12.3  of any reclassification of the Class A voting common stock of the
         Corporation (other than a subdivision or combination of its outstanding
         shares of Class A voting common stock or a stock dividend or stock
         distribution thereon), or of any consolidation or merger of the
         Corporation into or with another corporation, or of the sale of all or
         substantially all of the assets of the Corporation; or

11.12.4  of the involuntary or voluntary dissolution, liquidation or winding-up
         of the Corporation;

         then the Corporation shall cause to be filed at its principal office or
         at the office of the transfer agent of the Series B Preferred Stock,
         and shall cause to be mailed to the holders of Series B Preferred Stock
         at their last addresses as shown on the records of the Corporation or
         such transfer agent, at least ten (10) days prior to the record date


<PAGE>

         specified in 11.12.4.1 below or twenty (20) days before the date
         specified in subparagraph 11.12.4.2 below, a notice stating:

         11.12.4.1   the record date of such dividend, distribution, subdivision
         or combination, or, if a record is not to be taken, the date as of
         which the holders of Class A voting common stock of record to be
         entitled to such dividend, distribution, subdivision or combination are
         to be determined; or

         11.12.4.2   the date on which such reclassification, consolidation,
         merger, sale, dissolution, liquidation or winding-up is expected to
         become effective, and the date as of which it is expected that holders
         of Class A voting common stock of record shall be entitled to exchange
         their shares of Class A voting common stock for securities or other
         property deliverable upon such reclassification, consolidation, merger,
         sale, dissolution or winding-up.

11.13    NOTICES. Any notice required by the provisions of this Section 11 to
be given to the holders of shares of Series B Preferred Stock shall be deemed
given if deposited in the United States mail, postage prepaid, and addressed
to each holder of record at its address appearing on the books of the
Corporation.

12.      RESTRICTIONS AND LIMITATIONS

12.1     The Corporation shall not, without the vote or written consent by the
         holders of more than 50% of the then outstanding shares of the Series A
         Preferred Stock and of the Series B Preferred Stock ("SERIES A AND B
         PREFERRED STOCK") voting together as a single class:

12.1.1   amend, repeal or waive any provision of, or add any provision to, the
         Corporation's Certificate of Incorporation or Bylaws if such action
         would alter or change the preferences, rights, privileges or powers of,
         or the restrictions provided for the benefit of, the Series A and B
         Preferred Stock;

12.1.2   authorize or issue, or obligate itself to issue, any other equity
         security senior to or on a parity with the Series A and B Preferred
         Stock as to dividend or redemption rights, liquidation preferences,
         conversion rights, voting rights or otherwise, or create any obligation
         or security convertible into or exchangeable for, or having any option
         rights to purchase, any such equity security which is senior to or on a
         parity with the Series A and B Preferred Stock;

12.1.3   effect any sale, lease, assignment, transfer or other conveyance of all
         or substantially all of the assets of the Corporation or any of its
         subsidiaries, or any consolidation or merger involving the Corporation
         or any of its subsidiaries, or any reclassification or other change of
         any stock, or any recapitalization of the Corporation;

12.1.4   increase the authorized number of shares of Series A and B Preferred
         Stock; or

12.1.5   do any act or thing which would result in taxation of the holders of
         shares of the Series A and B Preferred Stock under Section 305 of the
         Internal Revenue Code of 1954, as amended (or any comparable provision
         of the Internal Revenue Code as hereafter from time to time amended).


<PAGE>

13.      RESIDUAL RIGHTS

         All rights accruing to the outstanding shares of the Corporation not
otherwise expressly provided for in this Restated Certificate of Incorporation
shall be vested in the Class A voting common stock.

14.      REGISTERED AGENT

14.1     The designated resident agent and its street address in Nevada,
where process may be served is: Sierra Corporate Services, 241 Ridge Street,
4th Floor, Reno, Nevada, 89501

         That Mr. John Perrachon is the president of TouchTunes Music
Corporation and that Mr.Matthew Carson is the secretary of said Corporation:
that they have been authorized to execute the foregoing certificate by
resolution of the board of directors, adopted at a meeting of the directors duly
called; that such meeting was held on June 9, 2003; and that the foregoing
certificate sets forth the text of the Articles of Incorporation as amended to
the date of the certificate,

Dated: June 9, 2003.

                                 TOUCHTUNES MUSIC CORPORATION

                                 By :  /s/ John Perrachon
                                       ----------------------------------------
                                       John Perrachon, President


                                 and : /s/ Matthew Carson
                                       ----------------------------------------
                                       Matthew Carson, Secretary




<PAGE>


District of Montreal

Province of Quebec

Canada

           I, Maria Andromidas, do hereby certify that on this June 9, 2003,
personally appeared before me Mr. John Perrachon and Mr. Matthew Carson who
being by me first duly sworn, declared that they are the President and Secretary
of TouchTunes Music Corporation that they signed the foregoing document as
President and Secretary of the Corporation, and that the statements herein
contained are true.



                                       /s/ Maria Andromidas
                                       ------------------------------------
                                       Maria Andromidas