As filed in Delaware November 2, 1995

                              AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION OF

                                    DYNCORP

                  FIRST:  The name of the corporation is DynCorp.

                  SECOND:  Its  registered  office in the State of  Delaware  is
located at 1209 Orange Street, in the City of Wilmington,  County of New Castle.
The name and address of its registered agent are The Corporation  Trust Company,
1209 Orange Street, Wilmington, Delaware 19801.

                  THIRD:  The nature of the business,  or objects or purposes to
be  transacted,  promoted  or  carried  on are to  engage in any  lawful  act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware (the "DGCL").

                  FOURTH:  The total number of shares of capital stock which the
corporation  shall have authority to issue is 20,123,711  shares,  consisting of
two classes of capital stock:

                           (i) 123,711 shares of Class C Convertible  Preferred
         Stock, par value $0.10 per share (the "Class C Preferred Stock"); and

                           (ii) 20,000,000  shares of Common Stock, par value
         $0.10 per share (the "Common Stock").

         The  designations,  preferences,  powers,  qualifications,  special  or
         relative rights or privileges of the Class C Preferred Stock and Common
         Stock shall be as follows:

         A.       Class C Preferred Stock

                  1. Rank. The shares of Class C Preferred Stock shall, upon the
         liquidation,   dissolution   or  winding  up  of  the  affairs  of  the
         corporation,  rank (i) senior and prior to the Common  Stock and to any
         other  class or series of capital  stock of the  corporation  hereafter
         issued unless the terms of such class or series of capital stock of the
         corporation  specifically  provide  that shares of such class or series
         shall rank prior to or on a parity with the shares of Class C Preferred
         Stock  (shares of Common Stock and any other class or series of capital
         stock of the corporation the terms of which do not specifically provide
         that shares of such class or series  shall rank prior to or on a parity
         with the shares of Class C Preferred Stock are collectively referred to
         in this Section A of Article FOURTH as the "Junior  Securities");  (ii)
         on a parity  with any other  class or series  of  capital  stock of the
         corporation  hereafter issued for fair value as determined by the Board
         of  Directors  the terms of which  specifically  provide that shares of
         such class or series  shall rank on a parity with the shares of Class C
         Preferred  Stock  (shares  of such  class or  series  are  collectively
         referred  to in  this  Section  A of  Article  FOURTH  as  the  "Parity
         Securities");  and (iii) junior to any class or series of capital stock
         of the corporation  hereafter issued with the consent of the holders of
         a  majority  of the  outstanding  shares  of  Class C  Preferred  Stock
         pursuant to  subparagraph  (c) of paragraph 5 hereof the terms of which
         specifically  provide  that  shares of such class or series  shall rank
         senior to shares of Class C  Preferred  Stock  (shares  of any class or
         series of capital stock of the corporation  hereafter  issued the terms
         of which  provide  that shares of such class or series shall rank prior
         to shares of Class C Preferred  Stock are  collectively  referred to in
         this Section A of Article FOURTH as the "Senior Securities").

                  2.       Dividends.

                           (a) From and after the date of issuance,  the holders
         of outstanding  shares of Class C Preferred  Stock shall be entitled to
         receive,  when,  as and if declared by the Board of  Directors,  to the
         extent  permitted  under the DGCL,  cumulative  cash  dividends  in the
         amount of  $4.365  per  annum  per  share of Class C  Preferred  Stock.
         Dividends  on  outstanding  shares of Class C Preferred  Stock shall be
         fully  cumulative and shall accrue,  whether or not declared,  from the
         respective  dates of issuance of such shares of Class C Preferred Stock
         until paid.  Accumulated unpaid dividends shall compound quarterly from
         each March 31, June 30, September 30 and December 31 at the rate of 18%
         per annum.  For  purposes  of this  paragraph  2(a),  shares of Class C
         Preferred Stock issued by the corporation  upon the consummation of the
         merger of DME Holdings,  Inc. into DynCorp shall be deemed to have been
         issued on March 11, 1988. Dividends shall be computed on the basis of a
         365-day year and the actual number of days elapsed.

                           (b)  Accumulated   and  unpaid   dividends  shall  be
         declared by the Board of Directors and paid to the holders of record of
         outstanding  shares of Class C Preferred Stock on each dividend payment
         date selected by the Board of Directors of the  corporation  (each such
         date is referred  to herein as a "Common  Dividend  Payment  Date") for
         payment of cash dividends on any outstanding shares of Common Stock. On
         each Common Dividend Payment Date, each holder of outstanding shares of
         Class C Preferred  Stock shall be entitled to receive  dividends on its
         shares of Class C Preferred  Stock in an aggregate  amount equal to the
         aggregate amount of dividends that such holder would have been entitled
         to receive if all of such  holder's  shares of Class C Preferred  Stock
         had been  converted  to Common  Stock  pursuant to  paragraph 4 of this
         Section A of Article  FOURTH  immediately  prior to the payment of such
         dividend,  provided that the aggregate  amount of such dividends  shall
         not in any event  exceed the  aggregate  amount of  accrued  and unpaid
         dividends  computed in accordance with paragraph 2(a) of this Section A
         of Article  Fourth.  Such dividends  shall be payable to the holders of
         record of outstanding  shares of Class C Preferred Stock as their names
         shall appear on the stock  register of the  corporation  on such record
         date,  not more than  sixty or less than ten days  preceding  each such
         Dividend  Payment  Date, as shall be fixed by the Board of Directors in
         advance of payment of each such dividend.  All dividends  shall be paid
         pro rata to the  holders  of  outstanding  shares of Class C  Preferred
         Stock entitled  thereto.  Dividends  shall not be declared or paid with
         respect  to Class C  Preferred  Stock  except  in  connection  with the
         payment of  dividends  on Common  Stock as provided  in this  paragraph
         2(b).

                           (c)  Dividends  shall not be paid on the  outstanding
         shares of Class C Preferred Stock for any period in which dividends for
         the current or any prior period or mandatory redemption payments due in
         the  current  or any  prior  period  have not been  paid in full on any
         outstanding Senior Securities.

                           (d)  Subject  to the  foregoing  provisions  of  this
         paragraph 2, the Board of Directors may declare and the corporation may
         pay or set apart for payment  dividends and other  distributions on any
         Parity  Securities or Junior  Securities  and may purchase or otherwise
         acquire any Parity  Securities or Junior  Securities or any convertible
         securities,  warrants,  rights,  calls or  options  exercisable  for or
         convertible  into any Parity  Securities or Junior  Securities  and the
         holders of outstanding  shares of Class C Preferred  Stock shall not be
         entitled to share therein.

                  3.       Liquidation.

                           (a) In the  event  of any  voluntary  or  involuntary
         liquidation,   dissolution   or  winding  up  of  the  affairs  of  the
         corporation,  before any  distribution  or payment shall be made to the
         holders of any outstanding Junior Securities,  subject to the rights of
         creditors, the holders of outstanding shares of Class C Preferred Stock
         shall be  entitled  to be paid  out of the  assets  of the  corporation
         available for distribution to stockholders,  an amount in cash equal to
         $24.25 per share,  together with an amount in cash equal to all accrued
         but  unpaid  dividends  on  such  shares  to the  date  fixed  for  the
         liquidation,   dissolution   or  winding  up  of  the  affairs  of  the
         corporation;  provided, however, that the holders of outstanding shares
         of Class C  Preferred  Stock  shall not be  entitled  to  receive  such
         preferential  liquidation  payments until the preferential  liquidation
         payments on all outstanding  Senior  Securities have been paid in full.
         Except as provided in the first sentence of this paragraph, the holders
         of outstanding  shares of Class C Preferred Stock shall not be entitled
         to any  distribution  in the event of the  liquidation,  dissolution or
         winding  up of the  affairs  of the  corporation.  If,  upon  any  such
         liquidation,   dissolution   or  winding  up  of  the  affairs  of  the
         corporation,  the assets of the corporation  available for distribution
         to the holders of  outstanding  shares of Class C  Preferred  Stock and
         outstanding  Parity  Securities  shall be  insufficient  to permit  the
         payment  in full to  such  holders  and to the  holders  of any  Parity
         Securities of the full amount of the preferential  liquidation  amounts
         to which they are then entitled,  the entire assets of the  corporation
         thus   distributable   shall  be  distributed   among  the  holders  of
         outstanding  shares of Class C  Preferred  Stock and Parity  Securities
         ratably in  proportion  to the full amount to which such holders  would
         otherwise be entitled if such assets were  sufficient to permit payment
         in full. After the payment of all preferential  liquidation  amounts to
         which the  holders of  outstanding  shares of Class C  Preferred  Stock
         shall be entitled,  such  holders  shall not be entitled to any further
         participation  in any  distribution of the assets of the corporation to
         its stockholders.

                           (b) For  purposes of this  paragraph  3,  neither the
         voluntary sale,  conveyance,  exchange or transfer (for cash, shares of
         stock,  securities or other  consideration) of all or substantially all
         of the property or assets of the corporation nor the  consolidation  or
         merger of the corporation with or into any other  corporation  shall be
         deemed to be a voluntary or  involuntary  liquidation,  dissolution  or
         winding up of the affairs of the  corporation,  unless  such  voluntary
         sale,  conveyance,  exchange or transfer shall be in connection  with a
         plan of  liquidation,  dissolution  or winding up of the affairs of the
         corporation.

                  4.       Conversion.

                           (a) From and after the date of  issuance,  each share
         of Class C Preferred Stock shall be  convertible,  at the option of the
         holder thereof,  into one fully paid and nonassessable  share of Common
         Stock,  subject to adjustment as hereinafter  set forth in subparagraph
         (d) of this paragraph 4 and, to the extent provided in subparagraph (e)
         of this  paragraph  4, into a warrant or option to  purchase  shares of
         Common Stock.

                           (b) To exercise such conversion option, the holder of
         shares of Class C Preferred  Stock shall  surrender the  certificate or
         certificates  representing  the shares of Class C Preferred Stock to be
         converted,  duly  endorsed  for  transfer  to the  corporation,  at the
         principal  executive  office of the  corporation and shall give written
         notice,  postage  prepaid,  by certified  or  registered  mail,  return
         receipt  requested,  or by hand  delivery,  to the  corporation  at its
         principal  executive  office, of the election of such holder to convert
         all or a portion of the shares of Class C Preferred  Stock  represented
         by the  certificate or certificates  surrendered  into shares of Common
         Stock  which  notice  shall  set  forth  the name or names in which the
         certificate or certificates  representing the shares of Common Stock to
         be issued upon conversion are to be issued.  Conversion shall be deemed
         to have been effected on the date of receipt by the corporation of such
         notice  and the  certificate  or  certificates  to be  surrendered  for
         conversion  (the  "Conversion   Date").   As  promptly  as  practicable
         thereafter, the corporation shall issue to or upon the written order of
         such holder,  (i) a certificate or certificates  for the number of full
         shares of Common  Stock to which  such  holder is  entitled  and (ii) a
         certificate   or   certificates   or   other   appropriate   instrument
         representing  the number of warrants  and or options,  if any, to which
         such holder is entitled.  The conversion of shares of Class C Preferred
         Stock into shares of Common Stock shall be deemed to be  effective  and
         such holder, or the person or persons designated by such holder,  shall
         be  deemed to have  become a holder  of record of the  shares of Common
         Stock  issuable  upon  conversion  of such  shares of Class C Preferred
         Stock at the beginning of business on the  applicable  Conversion  Date
         unless the transfer books of the  corporation  are closed on such date,
         in which event such  holder  shall be deemed to have become a holder of
         record of the shares of Common  Stock  issued  upon  conversion  of the
         shares of Class C Preferred  Stock on the next succeeding date on which
         the transfer books of the corporation are open. Upon conversion of only
         a  portion  of  the  number  of  shares  of  Class  C  Preferred  Stock
         represented  by  a  certificate   or   certificates   surrendered   for
         conversion,  the  corporation  shall  issue and  deliver to or upon the
         written  order of the  holder of the  certificate  or  certificates  so
         surrendered a new certificate or certificates  representing  the number
         of shares of Class C Preferred Stock not so converted.

                           (c) No  fractional  shares of Common  Stock  shall be
         issued upon conversion of shares of Class C Preferred Stock. In lieu of
         issuing  fractional shares of Common Stock upon conversion of shares of
         Class C Preferred Stock, the corporation shall pay a cash adjustment in
         respect of such  fractional  shares of Common  Stock  equal to the fair
         market  value  thereof,  as  determined  in good  faith by the Board of
         Directors  of the  corporation.  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
         outstanding  shares  of Class C  Preferred  Stock,  the full  number of
         shares of Common Stock deliverable upon the conversion of all shares of
         Class C Preferred Stock from time to time outstanding.

                           (d) The number of shares of Common Stock into which a
         share of Class C Preferred  Stock shall be  convertible as set forth in
         subparagraph  (a) of this  paragraph 4, shall be subject to  adjustment
         from time to time as follows:

                                    (i)     In case  the  corporation  shall  at
         any  time  subdivide  its outstanding  shares of Common  Stock or shall
         issue a dividend or other distribution payable in shares of Common
         Stock, then effective immediately after the effective date of such
         subdivision or from and after the record date fixed by the Board of
         Directors of the corporation for such dividend or other distribution,
         as the case may be, the number of shares of Common Stock issuable upon
         conversion of a share of Class C Preferred  Stock shall be adjusted to
         equal the sum of

         (A) that number of shares of Common Stock issuable upon conversion of a
         share of Class C Preferred Stock immediately prior to such date and (B)
         that  number of shares of Common  Stock as would have been  issuable on
         such shares as a result of such subdivision,  dividend or distribution,
         as the case may be, had such conversion  occurred  immediately prior to
         such subdivision, dividend or distribution;

                                    (ii)    In  case  the  corporation  shall at
         any time combine its outstanding shares of Common Stock, then effective
         immediately after the effective date of such combination the number of
         shares of Common Stock issuable upon conversion of a share of Class C
         Preferred Stock shall be adjusted to equal the number obtained by
         multiplying the number of shares of Common Stock issuable upon
         conversion of a share of Class C Preferred Stock immediately prior to
         such date by the Combination Ratio (as hereinafter defined). The
         Combination Ratio shall equal a fraction, the numerator of which shall
         be the number of shares of Common Stock issuable on such shares as a
         result of such combination, had such conversion  occurred  immediately
         prior to such combination and the denominator of which shall be the
         number of shares of Common Stock issuable upon conversion of a share of
         Class C Preferred Stock immediately prior to such combination.

                                    (iii)   In case the  corporation  shall at
         any time recapitalize or reclassify its capital stock, or in case of
         any consolidation or merger of the corporation with or into any other
         person (other than a consolidation or merger in which the corporation
         is the continuing entity and which does not result in any change in the
         capital stock of the corporation)or in case of the sale or other
         disposition of all or substantially all the assets of the corporation
         as an entirety to any other person, then in each such case each
         outstanding share of Class C Preferred Stock shall after such
         recapitalization, reclassification,consolidation, merger, sale or other
         disposition be convertible into the kind and number of shares of
         capital stock or other securities or assets of the corporation or of
         the entity resulting from such consolidation or surviving such merger
         or to which such assets shall have been sold or otherwise disposed of
         to which the holder thereof would have been entitled if immediately
         prior to such recapitalization, reclassification, consolidation,
         merger, sale or other disposition such holder had converted its shares
         of Class C Preferred Stock.  The provisions set forth above shall apply
         to successive recapitalizations, reclassifications, consolidations,
         mergers, sales or other dispositions.

                           (e) In the case the  corporation  shall, at any time,
         make a  distribution  to the  holders of Common  Stock of  warrants  or
         options to purchase  shares of Common Stock,  then,  effective from and
         after  the  record  date  fixed  by  the  Board  of  Directors  of  the
         corporation  for such  distribution,  upon the conversion of a share of
         Class C Preferred  Stock, the holder of such share shall be entitled to
         receive,  in addition to any shares of Common Stock  issuable upon such
         conversion,  warrant(s)  or option(s)  (the  "Conversion  Warrants") to
         purchase  that  number of shares  of  Common  Stock as would  have been
         purchasable  pursuant to the  warrant(s) or option(s)  that such holder
         would  have  been  entitled  to  receive  had the  conversion  occurred
         immediately prior to such distribution;  provided,  however, the number
         of shares issuable upon exercise of such  Conversion  Warrants shall be
         adjusted upon issuance of such  Conversion  Warrants in accordance with
         the terms  thereof to reflect all such  adjustments  as would have been
         made if  such  Conversion  Warrants  had  been  issued  on the  date of
         original  distribution  of warrants or options to the holders of Common
         Stock.  Any such Conversion  Warrants shall have terms identical to the
         terms of the applicable  warrants or options  previously  issued to the
         holders of Common Stock (the "Underlying Warrants"), provided that such
         Conversion  Warrants  shall be  exercisable,  commencing on the date of
         their  issuance  pursuant  to this  paragraph  4, for a number of years
         equal to the total number of years during which the Underlying Warrants
         are or were  exercisable;  and provided further that the exercise price
         per share of Common  Stock  issuable  upon  exercise of the  Conversion
         Warrants shall, so long as any Underlying  Warrants remain  outstanding
         and in effect,  be equal to the  exercise  price per Common Share under
         such  Underlying   Warrants,   and  thereafter  shall  be  adjusted  in
         accordance with the terms of the Conversion Warrants.

                           (f) Upon the  occurrence  of any event  described  in
         subparagraph  (d) or (e) of this  paragraph  4, the  corporation  shall
         promptly   furnish  to  each  holder  of  Class  C  Preferred  Stock  a
         certificate of an officer of the  corporation  setting forth the number
         of shares of Common  Stock and/or  Conversion  Warrants  issuable  upon
         conversion  of  such  holder's  Class  C  Preferred   Stock  after  all
         adjustments  required  by  such  subparagraph  (d) or (e)  and a  brief
         statement of the facts accounting for such adjustment.

                           (g) All shares of Common Stock issued upon conversion
         of shares of Class C Preferred Stock shall, upon issuance,  be duly and
         validly issued,  fully paid and  nonassessable  and free from all liens
         and charges.  All accrued and unpaid dividends on outstanding shares of
         Class C Preferred Stock surrendered for conversion shall be forfeited.

                  5.       Voting Rights.

                           (a) So long as any shares of Class C Preferred  Stock
         are outstanding, the holders of shares of Class C Preferred Stock shall
         be entitled  (voting,  except with respect to those matters  enumerated
         below  in  subparagraph  (d) of this  paragraph  5,  together  with the
         holders of outstanding  shares of Common Stock of the  corporation as a
         class) to vote on or  otherwise  consent  to any matter  requiring  the
         voter consent of the stockholders of the corporation  under the laws of
         the State of Delaware.

                           (b) Each  holder  of  outstanding  shares  of Class C
         Preferred Stock shall be entitled to one vote for each share of Class C
         Preferred  Stock held of record by such holder on the record date fixed
         by the  Board of  Directors  of the  corporation  for  determining  the
         stockholders of the corporation  entitled to vote or otherwise  consent
         to any matter.

                           (c) So long as any shares of Class C Preferred  Stock
         are  outstanding,  the  corporation  will not,  without the affirmative
         consent or vote at an annual or special  meeting of stockholders of the
         holders of at least a  majority  of the  outstanding  shares of Class C
         Preferred  Stock   (excluding   treasury  shares  and  shares  held  by
         subsidiaries of the corporation),  voting as a class,  create any class
         or series of capital stock ranking prior to the Class C Preferred Stock
         as to dividends, mandatory redemption payments or upon the liquidation,
         dissolution or winding up of the affairs of the corporation,  or amend,
         alter or repeal  the  corporation's  Certificate  of  Incorporation  to
         affect  adversely the powers,  rights or  preferences  of the shares of
         Class C Preferred Stock.

                           (d) So long as any shares of Class C Preferred  Stock
         are  outstanding,  the  affirmative  consent  or vote at an  annual  or
         special  meeting of  stockholders  (or, in lieu of such a meeting,  the
         written  consent)  of  the  holders  of at  least  a  majority  of  the
         outstanding  shares  of Class C  Preferred  Stock  (excluding  treasury
         shares),  voting as a class,  shall be required for the corporation to,
         or to permit any of its subsidiaries to:

                                    (i)     directly or indirectly,  create,
         incur, assume,  guarantee or otherwise become liable with respect to
         indebtedness for borrowed money in an aggregate amount outstanding at
         any time in excess of $15,000,000 other  than  (A)  indebtedness
         evidenced by 16% Pay-in-Kind Junior Subordinated Debentures Due 2003,
         including in-kind dividends thereon; (B) unsecured indebtedness between
         the corporation and its subsidiaries incurred in the ordinary course of
         the corporation's cash management system;  (C) indebtedness not to
         exceed the principal amount of $150,000,000 issued by a wholly owned
         financing subsidiary of the corporation and secured by accounts
         receivable; and (D) indebtedness of the corporation incurred as a
         result of promissory notes issued as payment for shares of stock
         repurchased or redeemed upon the exercise of put options by
         beneficiaries of the corporation's Employee Stock Ownership Plan;

                                    (ii)    directly or indirectly,  create,
         incur, assume,  guarantee or otherwise become or remain liable with
         respect to (A) any agreement for the lease, hire or use of any real or
         personal property required to be characterized as a capital lease in
         accordance with generally  accepted accounting principles in an amount
         in excess of $2,000,000 or (B) any agreement for the lease, hire or use
         of any real or personal property required to be  characterized  as an
         operating lease in accordance with generally  accepted  accounting
         principles in an amount payable during the term of such lease in excess
         of $2,000,000;

                                    (iii)   issue shares of capital stock
         (common or  preferred),  capital stock  equivalents,  securities
         convertible  into  capital  stock,  or options,  warrants, or other
         rights to acquire capital stock; provided, however, that the
         corporation  may (A) issue  shares of Common  Stock pursuant to the
         terms of warrants  outstanding  as of May 15, 1995; (B) issue shares of
         Common Stock upon the  conversion  of Class C Preferred Stock pursuant
         to subparagraph (a) of paragraph 4 of Section A of this Article FOURTH;
         (C) issue shares of Common Stock pursuant to the terms of warrants
         issued pursuant  subparagraph (e) of paragraph 4 of Section A of this
         Article  FOURTH;  (D) issue up to  850,000  shares of Common Stock as
         matching shares pursuant to the corporation's Savings and Retirement
         Plan; (E) issue up to 100,000 shares of Common Stock as the discount
         portion of the purchase price of shares purchased  pursuant to the
         corporation's  Employee  Stock  Purchase  Plan;  (F)  issue  up to
         1,200,000  shares of Common Stock  pursuant to the  corporation's  1995
         Stock Option Plan;  and (G) issue up to 300,000  shares of Common Stock
         in  lieu  of  cash  bonuses  pursuant  to the  corporation's  Executive
         Incentive Plan;

                                       (iv)    declare,  make or pay any
         dividends  on any shares of capital stock, by any means whatsoever, or
         purchase, redeem, or otherwise acquire, any shares of its capital
         stock, or set aside any funds for any such purpose; provided, however,
         that the corporation may (A) pay dividends on the Class C Preferred
         Stock in accordance with the applicable provisions of this Article
         FOURTH, (B) pay liabilities related to the surrender of certificates
         for capital stock previously redeemed or canceled, (C) repurchase, as
         and to the extent required by law or contractual obligation, shares of
         Common Stock distributed by the corporation's Employee Stock Ownership
         Plan to participants in such plan, (D) repurchase shares of Common
         Stock held by employees of the corporation (other than shares
         distributed to employees by the corporation's Employee Stock Ownership
         Plan), provided that the aggregate cost of such repurchases pursuant to
         this clause D shall not exceed $250,000 in any fiscal year of the
         corporation, and (E) convert shares of Class C Preferred Stock into
         shares of Common Stock and warrants or options in accordance with the
         applicable provisions of this Article FOURTH;

                                    (v)     employ or  terminate  the
         employment of the chief executive officer or the chief operating
         officer of the corporation or any executive officer reporting directly
         to either of them, or materially alter the terms of any employment
         agreement or other arrangement with the corporation of such officer or
         officers;

                                    (vi)    directly or indirectly, lend any
         amount to, incur any indebtedness to, or enter into any contracts
         material to its business or operations with, any of its officers or
         directors, any of its shareholders, any member of the immediate
         families of such officers, directors or  shareholders,  or any firm or
         corporation in which such persons have an ownership interest; provided
         that the corporation may make advances and loans to officers in the
         ordinary course of business in an aggregate amount outstanding at any
         time not to exceed $1,500,000 and may incur indebtedness to officers in
         the ordinary course of business in form of deferred compensation and
         accrued vacation compensation;

                                    (vii)   sell,  lease,  license,  transfer or
         cause or permit the sale, lease, license or transfer of the assets of
         the corporation or its subsidiaries (other than inventory in the
         ordinary course of business or uneconomic or obsolete equipment in the
         ordinary course of business)if the aggregate book value of such assets,
         when added to all other assets sold, leased, licensed or transferred
         (excluding sales described in the parenthetical clause above) within
         the four consecutive preceding fiscal quarters exceeds $2,000,000;

                                    (viii)  acquire,  whether by purchase,
         lease, license, merger, joint venture or otherwise, any assets (other
         than inventory, materials and equipment in the ordinary course of
         business) if the cost thereof, when added to the cost of all other
         assets acquired during the four consecutive preceding fiscal quarters,
         exceeds $2,000,000; or

                                    (ix)    alter  or  repeal  those  provisions
         of the By-Laws of the corporation which pertain generally to the
         election and duties of the directors of the  corporation  or which
         affect the rights and powers of the shareholders of the corporation.

         B.       Common Stock

                  1. Rank.  The Common Stock shall,  with respect to the payment
         of dividends and upon the liquidation, dissolution or winding up of the
         affairs of the  corporation,  rank (i) senior and prior to any class or
         series of capital stock of the corporation  hereafter  issued the terms
         of which specifically provide that shares of such class or series shall
         rank  junior to the  shares of Common  Stock  (shares  of such class or
         series are collectively referred to in this Section B of Article FOURTH
         as the "Junior Securities");  (ii) on a parity with and any other class
         or series of  capital  stock of the  corporation  hereafter  issued the
         terms of which specifically provide that shares of such class or series
         shall rank on a parity with the shares of Common Stock  (shares of such
         class or  series  are  collectively  referred  to in this  Section B of
         Article  FOURTH as the "Parity  Securities");  and (iii)  junior to the
         shares of Class C  Preferred  Stock and to any other class or series of
         capital stock of the corporation  hereafter  issued unless the terms of
         such class or series of capital stock of the  corporation  specifically
         provide  that shares of such series or class shall rank junior to or on
         a parity with shares of Common Stock (shares of Class C Preferred Stock
         and any  other  class or  series of  capital  stock of the  corporation
         hereafter  issued the terms of which do not  specifically  provide that
         shares of such class or series shall rank junior to or on a parity with
         the shares of Common Stock are collectively  referred in this Section B
         of Article FOURTH as the "Senior Securities").

                  2.       Dividends.

                           (a) From and after the date of issuance,  the holders
         of  outstanding  shares of Common  Stock  shall be entitled to receive,
         when,  as and if  declared  by the Board of  Directors,  to the  extent
         permitted under the DGCL, cash dividends on each dividend  payment date
         selected by the Board of Directors of the  corporation  (each such date
         is referred to herein as a "Dividend Payment Date"), in such amounts as
         the Board of  Directors  shall from time to time  determine;  provided,
         however,  that no dividends on outstanding shares of Common Stock shall
         be declared  or paid  unless,  concurrently  with such  declaration  or
         payment,  dividends in an equal  amount per share are also  declared or
         paid, as the case may be, on any outstanding  Parity  Securities.  Such
         dividends  shall be  payable to the  holders  of record of  outstanding
         shares  of  Common  Stock as their  names  shall  appear  on the  stock
         register of the corporation on such record date, not more than sixty or
         less than ten days preceding each such Dividend  Payment Date, as shall
         be fixed by the Board of  Directors  in advance of payment of each such
         dividend.  All  dividends  shall  be paid pro  rata to the  holders  of
         outstanding shares of Common Stock entitled thereto.

                           (b)  Dividends  shall not be paid on the  outstanding
         shares  of  Common  Stock for any  period  in which  dividends  for the
         current or any prior period or mandatory redemption payments due in the
         current  or any  prior  period  have  not  been  paid  in  full  on any
         outstanding  Senior  Securities,  or,  with  respect  to  the  Class  C
         Preferred Stock,  unless dividends  thereon are paid  concurrently with
         such payment in  accordance  with  paragraph  2(a) of Section A of this
         Article FOURTH.

                  3.       Liquidation.

                  In the  event of any  voluntary  or  involuntary  liquidation,
         dissolution or winding up of the affairs of the corporation,  after the
         payment of all preferential  liquidation payments on outstanding Senior
         Securities,  subject to rights of creditors, the holders of outstanding
         shares of Common  Stock,  the holders of any warrants  exercisable  for
         shares  of  Common  Stock (to the  extent  the  terms of such  warrants
         entitle  the holders  thereof to receive any assets of the  corporation
         available for  distribution)  and any other Parity  Securities shall be
         entitled to receive the entire assets of the corporation  available for
         distribution to such holders. Each such holder of outstanding shares of
         Common Stock shall be entitled to receive that portion of the assets of
         the corporation  available for distribution  which the number of shares
         of Common Stock held by such holder bears to the total number of shares
         of Common Stock and shares of any Parity Securities  outstanding on the
         effective   date  of  such   voluntary  or   involuntary   liquidation,
         dissolution or winding up of the affairs of the corporation.

                  4. Voting Rights.  The holders of shares of Common Stock shall
         be entitled to vote on or otherwise consent to any matter requiring the
         vote or consent of the  stockholders of the corporation  under the laws
         of the State of Delaware.  Each holder of outstanding  shares of Common
         Stock shall be entitled to one vote for each share of Common Stock held
         of  record  by such  holder on the  record  date  fixed by the Board of
         Directors of the corporation  for  determining the  stockholders of the
         corporation entitled to vote or otherwise consent to such matter.

                  FIFTH:   The corporation is to have perpetual existence.

                  SIXTH:  The  private  property of the stockholders shall not
         be subject to the payment of corporate debts to any extent whatever.

                  SEVENTH:  In furtherance, and not in limitation of the powers
         conferred by statute, the Board of Directors is expressly authorized:

                  To make, alter or repeal the By-Laws of the corporation;

                  To  authorize  and cause to be executed  mortgages  and liens
         upon the real and personal property of the corporation; and

                  To set  apart  out of any  of  the  funds  of the  corporation
         available for dividends a reserve or reserves for any proper purpose or
         to abolish any such reserve in the manner in which it was created.

                  By resolution or resolutions passed by a majority of the whole
Board of  Directors  to  designate  one or more  committees,  each  committee to
consist of two or more of the directors of the corporation,  which to the extent
provided in said resolution or resolutions or in the By-Laws of the corporation,
shall  have  and may  exercise  the  powers  of the  Board of  Directors  in the
management of the business and affairs of the corporation, and may have power to
authorize  the seal of the  corporation  to be affixed  to all papers  which may
require it. Such committee or committees shall have such name or names as may be
stated in the By-Laws of the  corporation  or as may be determined  from time to
time by resolution adopted by the Board of Directors.

                  When and as authorized by the affirmative  vote of the holders
of a majority of the capital  stock issued and  outstanding  having voting power
given at a stockholders meeting duly called for that purpose, or when authorized
by the written  consent of the holders of a majority of the voting  stock issued
and  outstanding,  to sell,  lease or exchange all of the property and assets of
the corporation, including its good will and its corporate franchises, upon such
terms and  conditions  and for such  consideration,  which may be in whole or in
part shares of stock in, and/or other  securities  of, any other  corporation or
corporations,  as its Board of Directors  shall deem  expedient and for the best
interests of the corporation.

                  The  corporation  may in its  By-Laws  confer  powers upon its
Board of Directors in addition to the  foregoing,  and in addition to the powers
and authorities expressly conferred upon it by statute.

                  EIGHTH: Meetings of stockholders may be held outside the State
of Delaware, if the By-Laws so provide. The books of the corporation may be kept
(subject to any  provision  contained in the  statutes)  outside of the State of
Delaware at such place or places as may be from time to time  designated  by the
Board of Directors.

                  NINTH:  The  corporation  reserves the right to amend,  alter,
change or repeal any provision  contained in this Certificate of  Incorporation,
in the manner now or hereafter  prescribed by statute,  and all rights conferred
upon stockholders herein are granted subject to this reservation.

                  TENTH:  No  stockholder  of this  corporation  shall  have any
preemptive or preferential right, nor shall any stockholder be entitled as such,
as a matter  of  right,  to  subscribe  for or  purchase  any part of any new or
additional  issue of capital stock of the corporation of any class,  whether now
or hereafter  authorized,  and whether  issued for money or for a  consideration
other than money, or of any issue of securities or obligations  convertible into
stock.

                  ELEVENTH:  In all  elections of  directors of the  corporation
each holder of a share of Class C Preferred  Stock of the  corporation  and each
holder of a share of Common  Stock of the  corporation  entitled to vote for the
election  of  directors  shall be  entitled  to as many votes as shall equal the
number of votes which, except for the provisions of this Article ELEVENTH,  such
holder would be entitled to cast for the  election of directors  with respect to
the number of shares of Class C Preferred Stock or Common Stock, as the case may
be, held by such holder which are eligible to so vote  multiplied  by the number
of directors to be elected. Each holder of shares of Class C Preferred Stock and
each  holder of a share of Common  Stock  entitled  to vote for the  election of
directors  may cast all of such votes for a single  director  or may  distribute
such votes among the number of  directors  to be elected,  or any two or more of
them,  as such  holder  sees fit.  No  director so elected may be removed by the
stockholders  of the  corporation if the votes cast against his removal would be
sufficient  to elect him at an election at which the same total  number of votes
were cast in favor of such director and the entire Board of Directors,  or class
of directors of which such director is a member, were then being elected.

                  TWELFTH: The property, business and affairs of the corporation
shall be managed and controlled by the Board of Directors.  Subject to the other
provisions  of this  Restated  Certificate  of  Incorporation  providing for the
expansion of the number of directors  constituting  the whole Board of Directors
in certain  circumstances,  the number of directors of the corporation shall not
be less than nine (9), nor more than twelve (12),  the exact number of directors
to be  determined  from time to time by  resolution  of a majority  of the whole
Board of  Directors,  and such exact  number  shall be nine (9) until  otherwise
determined by resolution  adopted by affirmative vote of a majority of the whole
Board of  Directors.  As used  herein,  the term "whole  Board"  means the total
number of directors which the corporation would have if there were no vacancies.
The Board of Directors  shall be divided into three classes,  as nearly equal in
number  as the then  total  number of  directors  constituting  the whole  Board
permits,  with the term of office of one class  expiring each year.  The initial
term of  office  of  directors  of the  first  class  shall  expire  at the next
succeeding  annual meeting of stockholders of the corporation;  the initial term
of office of directors of the second class shall expire at the second succeeding
annual  meeting of  stockholders  of the  corporation;  and the initial  term of
office of  directors  of the third  class shall  expire at the third  succeeding
annual meeting of  stockholders  of the  corporation.  At the conclusion of each
term,  nominated  directors of the class whose term of office has expired  shall
stand for election for a three year term. If the number of directors is changed,
any  increase  or  decrease  shall be  apportioned  among the  classes  so as to
maintain the number of directors in each class as nearly equal as possible,  and
any additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining  term of that  class,  but in no case will a decrease in the number of
directors  shorten the term of any  incumbent  director.  A director  shall hold
office until the annual meeting for the year in which his term expires and until
his successor  shall be elected and shall qualify,  subject,  however,  to prior
death,  resignation,  retirement,   disqualification  or  removal  from  office;
provided  further that the policy  regarding  mandatory  retirement of directors
shall be as established  by a majority of the whole Board of Directors,  and any
incumbent director reaching the mandatory  retirement age last established prior
to his most recent election to the Board of Directors shall be eligible to serve
only through the date he attains such mandatory  retirement  age  (regardless of
the remaining term of such incumbent director's class). Any vacancy on the Board
of Directors  that  results  from an increase in the number of directors  may be
filled by a majority  of the whole  Board of  Directors,  and any other  vacancy
occurring in the Board of  Directors  may be refilled by a majority of the whole
Board  of  Directors,  although  less  than a  quorum,  or by a  sole  remaining
director.  Any director elected to fill a vacancy not resulting from an increase
in the number of  directors  shall have the same  remaining  term as that of his
predecessor.

                  THIRTEENTH:  A  director  of  this  corporation  shall  not be
personally  liable to the corporation or its  stockholders  for monetary damages
for breach of fiduciary duty as a director,  except that this Article THIRTEENTH
shall not  eliminate or limit a director's  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 General Corporation Law
of the State of Delaware,  or (iv) for any  transaction  from which the director
derived an improper  personal  benefit.  If the General  Corporation  Law of the
State of Delaware is amended after approval by the  stockholders of this Article
THIRTEENTH to authorize  corporate  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 General Corporation Law of the State of Delaware, as so amended from time to
time. Any repeal or modification of this Article  THIRTEENTH  shall not increase
the  personal  liability  of any  director  of  this  corporation  or  otherwise
adversely  affect  any right or  protection  of a  director  of the  corporation
existing  at the time of such repeal or  modification.  The  provisions  of this
Article THIRTEENTH shall not be deemed to limit or preclude indemnification of a
director by the  corporation  for any liability of a director which has not been
eliminated by the provisions of this Article THIRTEENTH.

                  FOURTEENTH:  (a)  Each  person  who  was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director  or officer of the  corporation,
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  including  service with respect to employee  benefit  plans,
whether the basis of such  proceeding is alleged action in an official  capacity
as a director, officer, employee or agent or in any other capacity while serving
as a  director,  officer,  employee  or  agent,  shall be  indemnified  and held
harmless by the corporation to the fullest extent authorized or permitted by the
General  Corporation  Law of the State of  Delaware,  as the same  exists or may
hereafter  be  amended,  against  all  expense,  liability  and loss  (including
attorneys fees,  judgments,  fines,  ERISA excise taxes or penalties and amounts
paid or to be paid in  settlement)  actually  and  reasonably  incurred  by such
person  in  connection   with  such  action,   suit  or  proceeding,   and  such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such person; provided,  however, that, except as
provided  in this  clause  (a) of  Article  FOURTEENTH,  the  corporation  shall
indemnify any such person seeking  indemnification in connection with an action,
suit or  proceeding  (or part  thereof)  initiated  by such  person only if such
action,  suit or  proceeding  (or part  thereof) was  authorized by the Board of
Directors of the  corporation.  The right to  indemnification  conferred in this
clause (a) of Article FOURTEENTH shall be a contract right and shall include the
right to be paid by the corporation the expenses  incurred in defending any such
action,  suit or  proceeding  in  advance  of its final  disposition;  provided,
however,  that if the General Corporation Law of the State of Delaware requires,
the payment of such  expenses  incurred by a director or officer in his capacity
as  such in  advance  of the  final  disposition  of any  such  action,  suit or
proceeding  shall be made only upon receipt by the corporation of an undertaking
by or on behalf of such  director or officer to repay all amounts so advanced if
it shall  ultimately be determined that such director or officer is not entitled
to be indemnified under this clause (a) of Article FOURTEENTH or otherwise.  The
corporation may, by action of its Board of Directors, provide indemnification to
employees  and agents of the  corporation  with the same scope and effect as the
foregoing indemnification of directors and officers.

                  (b) If a claim under clause (a) of Article  FOURTEENTH  is not
paid in full by the  corporation  within  thirty days after a written  claim has
been received by the corporation,  the claimant may at any time thereafter bring
suit against the  corporation  to recover the unpaid amount of the claim and, if
successful in whole or in part,  the claimant  shall be entitled to be paid also
the expense of prosecuting  such claim. It shall be a defense to any such action
(other  than an action  brought  to  enforce a claim for  expenses  incurred  in
defending any proceeding in advance of its final  disposition where the required
undertaking,  if any is required, has been tendered to the corporation) that the
claimant has not met the  standards of conduct which make it  permissible  under
the General  Corporation  Law of the State of Delaware  for the  corporation  to
indemnify  the claimant for the amount  claimed,  but the burden of proving such
defense  shall be on the  corporation.  Neither the  failure of the  corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he has met the  applicable  standard of conduct set forth in the General
Corporation  Law of the State of Delaware,  nor an actual  determination  by the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard of conduct.

                  (c) The right to  indemnification  and the payment of expenses
incurred in defending a proceeding in advance of its final disposition set forth
herein  shall not be  exclusive  of any other right which any person may have or
hereafter   acquire  under  any  statute,   provision  of  the   Certificate  of
Incorporation,   By-Laws,  agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

                  (d) The corporation may maintain insurance, at its expense, to
protect itself and any director,  officer,  employee or agent of the corporation
or another corporation,  partnership,  joint venture,  trust or other enterprise
against any such  expense,  liability  or loss,  whether or not the  corporation
would have the power to indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of Delaware.