<PAGE>   1
                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   BEGA, INC.


               Bega, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Delaware Code"), does
hereby certify as follows:

               The name of the corporation is Bega, Inc. The date of filing of
its original Certificate of Incorporation with the Secretary of State of
Delaware was July 31, 2000. This Amended and Restated Certificate of
Incorporation of the corporation (this "Certificate") which both restates and
further amends the provisions of the corporation's Certificate of Incorporation,
was duly adopted in accordance with the provisions of Sections 242 and 245 of
the Delaware Code and by the written consent of its sole stockholder in
accordance with Section 228 of the Delaware Code. The Certificate of
Incorporation of the corporation is hereby amended and restated to read in its
entirety as follows:

               FIRST: The name of the corporation is Bega, Inc. (hereinafter
referred to as the "Corporation").

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

               THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the Delaware
Code.

               FOURTH: (1) The total number of shares of stock which the
Corporation is authorized to issue is 510,000,000 (five hundred and ten
million), which shall consist of

<PAGE>   2
500,000,000 (five hundred million) shares of common stock, $0.000001 par value
per share ("Common Stock"), and 10,000,000 (ten million) shares of preferred
stock, $0.001 par value per share ("Preferred Stock").

               (2) The holders of Common Stock shall have the following rights
and preferences, subject to the rights and preferences of holders of Preferred
Stock, as determined by the Board of Directors pursuant to this Certificate:

                      (i) Holders of Common Stock shall be entitled to receive
such dividends, if any, payable in cash or otherwise, as may be declared thereon
by the Board of Directors from time to time out of assets or funds of the
Corporation that are legally available therefor.

                      (ii) On all matters upon which stockholders are entitled
to vote, every holder of Common Stock shall be entitled to one (1) vote in
person or by proxy for each share of Common Stock standing in its name on the
transfer books of the Corporation.

                      (iii) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, holders of Common
Stock shall receive a per share distribution of any assets remaining after
payment or provision for liabilities and the liquidation preference on Preferred
Stock, if any.

               (3) The Board of Directors shall have the full authority
permitted by law to divide the authorized and unissued shares of Preferred Stock
into series, and to provide for the issuance of such shares in an aggregate
amount not exceeding in the aggregate the number of shares of Preferred Stock
authorized by this Certificate, as amended from time to time, and to determine
with respect to each such series the voting powers, if any (which voting powers,
if granted, may be full or limited), designations, preferences and relative,
participating, optional or



                                       2
<PAGE>   3

other special rights, and the qualifications, limitations or restrictions
relating thereto, including without limiting the generality of the foregoing,
the voting rights relating to shares of Preferred Stock of any series (which may
be one or more votes per share or a fraction of a vote per share, which may vary
over time and which may be applicable generally or only upon the happening and
continuance of stated events or conditions), the rate of dividend to which
holders of Preferred Stock of any series may be entitled (which may be
cumulative or noncumulative), the rights of holders of Preferred Stock of any
series in the event of liquidation, dissolution or winding up of the affairs of
the Corporation, the rights, if any, of holders of Preferred Stock of any series
to convert or exchange such shares of Preferred Stock of such series for shares
of any other series of capital stock or for any other securities, property or
assets of the Corporation (including the determination of the price or prices or
the rate or rates applicable to such rights to convert or exchange and the
adjustment thereof, the time or times during which the right to convert or
exchange shall be applicable and the time or times during which a particular
price or rate shall be applicable), whether or not the shares of that series
shall be redeemable, and if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be redeemable, and
the amount per share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates, and whether any shares
of that series shall be redeemed pursuant to a retirement or sinking fund or
otherwise and the terms and conditions of such obligation. Before the
Corporation shall issue any shares of Preferred Stock of any series, it shall
file with the Secretary of State of the State of Delaware in the manner
prescribed by the Delaware Code an amendment to this Certificate or a
Certificate of Designation setting forth the terms of the series and fixing the
voting powers, designations, preferences, the relative, participating, optional,
or other special rights, if any, and the



                                       3
<PAGE>   4

qualifications, limitations and restrictions, if any, relating to the shares of
Preferred Stock of such series, and the number of shares of Preferred Stock of
such series authorized by the Board of Directors to be issued. The Board of
Directors is further authorized to increase or decrease (but not below the
number of such shares of such series then outstanding) the number of shares of
any series subsequent to the issuance of shares of that series.

               (4) The shares of capital stock of the Corporation may be issued
by the Corporation from time to time for such consideration as from time to time
may be fixed by the Board of Directors of the Corporation.

               (5) The Corporation shall have a series of Preferred Stock having
a par value of $0.001 per share which shall be designated Convertible Voting
Preferred Stock (the "Voting Preferred Stock") consisting of 3,906,250 shares
which shall have the powers, preferences and relative, optional and other
special rights, and qualifications, limitations and restrictions thereon as
follows:

                      (i) Powers, Preferences and Rights of the Voting Preferred
Stock. The powers, preferences and rights of the Voting Preferred Stock and the
qualifications, limitations and restrictions thereof are as follows:

                          (a) Ranking. The Voting Preferred Stock shall, with
        respect to rights on liquidation, dissolution or winding up, rank senior
        to the Common Stock and junior to any series or class of the
        Corporation's Preferred Stock hereafter authorized.

                          (b) Dividends and Distributions.

                               (A) Dividends. The holders of the then
               outstanding Voting Preferred Stock shall be entitled to receive
               out of any funds legally available therefor, dividends and other
               distributions in respect of shares of capital stock at



                                       4
<PAGE>   5

               the same rate and at the same time as any dividends declared on
               or distributions made in respect of the Common Stock, when, as
               and if declared or made by the Board of Directors; provided that,
               for purposes of this Section 5(i)(b)(A) only, the holders of the
               Voting Preferred Stock shall be deemed to own the number of
               shares of Common Stock into which such shares of Voting Preferred
               Stock are convertible at the time such dividend is declared or
               such distribution is made.

                               (B) Record Date. The Board of Directors may fix a
               record date for the determination of holders of shares of Voting
               Preferred Stock entitled to receive payment of the dividends
               payable pursuant to paragraph (A) above, which record date shall
               not be more than 60 days prior to the dividend payment date.

                          (c) Certain Restrictions. Notwithstanding the
        provisions of this Certificate, the Corporation may not redeem, purchase
        or otherwise acquire any shares of Voting Preferred Stock, if (I) the
        Corporation is not solvent or would be rendered insolvent thereby or
        (II) at such time the terms and provisions of any law or agreement of
        the Corporation, including any agreement relating to its indebtedness,
        specifically prohibit such redemption, purchase or other acquisition, or
        provide that such redemption, purchase or other acquisition would
        constitute a violation or breach thereof or a default thereunder.

                          (d)  Voting Rights.

                               (A) Except as otherwise required by law or
               expressly provided in this paragraph (d), the holders of Voting
               Preferred Stock shall be entitled to notice of and to vote at, in
               person or by proxy, any special or annual meeting of
               stockholders, voting together with holders of Common Stock (and
               the holders of



                                       5
<PAGE>   6

               any other equity securities entitled to vote with the holders of
               Common Stock) and not as a separate class. With respect to any
               such vote, each share of Voting Preferred Stock shall entitle the
               holder thereof to cast one (1) vote per share. Each share of
               Voting Preferred Stock shall also have the right to vote provided
               in paragraph(B) below and as provided by law.

                               (B) Unless the consent or approval of a greater
               number of shares shall then be required by law, the affirmative
               vote of the holders of a majority of the outstanding shares of
               Voting Preferred Stock present in person or by proxy, at each
               special and annual meeting of stockholders called for the
               purpose, or by written consent, shall be necessary to authorize,
               adopt or approve each amendment to this Section 5 of Article
               Fourth of this Certificate that would increase or decrease the
               par value of the shares of Voting Preferred Stock or alter or
               change the powers, preferences or rights of the shares of Voting
               Preferred Stock, provided that in no event shall the consent or
               approval of the holders of the outstanding shares of Voting
               Preferred Stock be necessary to (I) authorize, increase the
               authorized number of shares of or issue (including on conversion
               or exchange of any Voting Preferred Stock or exchangeable
               securities or by reclassification) any shares of any class or
               classes of Senior Stock (as such term is defined below) or Parity
               Stock (as such term is defined below) or any additional shares of
               Voting Preferred Stock or (II) authorize or issue any security
               convertible into, exchangeable for or evidencing the right to
               purchase or otherwise receive any shares of any class or classes
               of Senior Stock or Parity Stock. Furthermore, in no event shall
               the consent or approval of the holders of the outstanding shares
               of



                                       6
<PAGE>   7

               Voting Preferred Stock as a class be necessary to approve (x) any
               consolidation or merger of the Corporation or any Subsidiary (as
               such term is defined below) of the Corporation with or into any
               other Person (as such term is defined below), the effect of which
               would result in the holders of shares of Voting Preferred Stock
               receiving in any such consolidation or merger transaction (1) the
               consideration which such holders would have received had such
               holders exercised the right to convert such shares into Common
               Stock or (2) shares of capital stock of the surviving Person (or
               a Person of which such surviving Person is a Subsidiary), having
               in respect of such surviving Person or other Person,
               substantially the same powers, preferences and relative,
               participating, optional, conversion and other special rights, and
               qualifications, limitations and restrictions thereon, that the
               shares of Voting Preferred Stock had immediately prior to such
               transaction, (y) the sale, assignment, transfer, lease,
               conveyance or any other disposition of all or substantially all
               of the assets of the Corporation to any other Person, or (z) any
               plan of liquidation, and no such transaction shall be deemed to
               constitute an alteration or change of powers, preferences or
               special rights of the Voting Preferred Stock within the meaning
               of Section 151 of the Delaware Code.

                          (e) Redemption at Option of Corporation. On and after
        December 31, 2020, the Corporation shall have the right to redeem shares
        of Voting Preferred Stock at the Redemption Price (as such term is
        defined below).

                          (f) Redemption at Option of Holder.

                               (A) No holder of shares of Voting Preferred Stock
               shall have any right to require the Corporation to redeem any
               shares of Voting Preferred



                                       7
<PAGE>   8

               Stock prior to December 31, 2030 (the "Maturity Date").
               Thereafter, at any time within six months following the Maturity
               Date but subject to the restrictions set forth in Section
               5(i)(c), each holder of shares of Voting Preferred Stock shall
               have the right, at the sole option and election of such holder,
               to require the Corporation to redeem all (but not less than all)
               of the shares of Voting Preferred Stock owned by such holder at a
               redemption price (the "Redemption Price") per share equal to the
               Liquidation Preference;

                               (B) The holder of any shares of Voting Preferred
               Stock may exercise such holder's right to require the Corporation
               to redeem such shares by surrendering for such purpose to the
               Corporation, at its principal office or at such other office or
               agency maintained by the Corporation for that purpose,
               certificates representing the shares of Voting Preferred Stock to
               be redeemed, accompanied by a written notice stating that such
               holder elects to require the Corporation to redeem all (but not
               less than all) of such shares in accordance with the provisions
               of this Section 5(i)(f), which notice may specify an account for
               delivery of the Redemption Price;

                               (C) Within two (2) Business Days (as such term is
               defined below) after the surrender of such certificates, the
               Corporation shall pay to the holder of the shares being redeemed
               the Redemption Price therefor. Such payment shall be made by wire
               transfer of immediately available funds to an account designated
               by such holder or by overnight delivery (by a nationally
               recognized courier) of a bank check to such holder's address as
               it appears on the books of the Corporation; and




                                       8
<PAGE>   9

                               (D) Such redemption shall be deemed to have been
               made at the close of business on the date of the receipt of such
               notice and of such surrender of the certificates representing the
               shares of the Voting Preferred Stock to be redeemed, the shares
               so redeemed shall no longer be deemed outstanding, the rights to
               receive dividends thereon shall cease from and after the date of
               redemption designated in the notice of redemption, and the rights
               of the holder thereof, except for the right to receive the
               Redemption Price therefor in accordance herewith, shall cease on
               such date of receipt and surrender.

                          (g) Reacquired Shares. Any shares of the Voting
        Preferred Stock redeemed or purchased or otherwise acquired by the
        Corporation in any manner whatsoever shall be retired and canceled
        promptly after the acquisition thereof. All such shares shall upon their
        cancellation become authorized but unissued shares of Preferred Stock
        and may be reissued as part of a new series of Preferred Stock to be
        created by resolution or resolutions of the Board of Directors, subject
        to the conditions or restrictions on issuance set forth herein.

                          (h)  Liquidation, Dissolution or Winding Up.

                               (A) In the event of any liquidation, dissolution
               or winding up of the Corporation, either voluntarily or
               involuntarily, before any distribution or payment to holders of
               Common Stock, the holders of shares of Voting Preferred Stock
               shall be entitled to be paid an amount equal to the Liquidation
               Preference with respect to each share of Voting Preferred Stock,
               and shall then be entitled to no further distribution or payment.




                                       9
<PAGE>   10

                               (B) If, upon any liquidation, dissolution or
               winding up of the Corporation, the assets of the Corporation
               available for distribution to the holders of Voting Preferred
               Stock shall be insufficient to permit payment in full to such
               holders of the sums which such holders are entitled to receive in
               such case, then all of the assets available for distribution to
               holders of the Voting Preferred Stock shall be distributed among
               and paid to such holders ratably in proportion to the amounts
               that would be payable to such holders if such assets were
               sufficient to permit payment in full.

                               (C) Neither the consolidation or merger of the
               Corporation with or into any other Person nor the sale or other
               distribution to another Person of all or substantially all the
               assets, property or business of the Corporation, shall be deemed
               to be a liquidation, dissolution or winding up of the Corporation
               for purposes of this Section 5(i)(h).

                          (i) Conversion.

                               (A) Stockholders' Right To Convert. Prior to the
               termination (if any) of the Agreement and Plan of Merger, dated
               as of July 23, 2000, by and between VoiceStream Wireless
               Corporation and Deutsche Telekom AG (the "Merger Agreement") (the
               date of any such termination of such Merger Agreement being
               herein referred to as the "Trigger Date") no holder of shares of
               Voting Preferred Stock shall have the right to convert such
               shares into Common Stock. Commencing on the first day after the
               Trigger Date, shares of Voting Preferred Stock shall be
               convertible, at the sole option and election of the holder, into
               that number of fully paid and nonassessable shares of Common
               Stock as shall



                                       10
<PAGE>   11

               be equal to the aggregate Liquidation Preference of the shares of
               Voting Preferred Stock to be converted, divided by $160.00
               (subject to adjustment for stock splits, subdivisions or
               combinations or other comparable transactions, the "Conversion
               Rate"). Notwithstanding any other term hereof, the outstanding
               shares of Voting Preferred Stock shall be convertible into shares
               of Common Stock only if the Trigger Date occurs.

                               (B) No Transfer. No holder shall Transfer (as
               such term is defined below) any shares of Voting Preferred Stock
               prior to the Trigger Date except to a Subsidiary.

                               (C) Fractional Shares. Notwithstanding any other
               provision of this Certificate, the Corporation shall not be
               required to issue fractions of shares upon conversion of any
               shares of Voting Preferred Stock or to distribute certificates
               which evidence fractional shares. In lieu of fractional shares,
               the Corporation may pay therefor, at the time of any conversion
               of shares of Voting Preferred Stock as herein provided, an amount
               in cash equal to such fraction multiplied by $160.00, subject to
               adjustment for stock splits, subdivisions or combinations or
               other comparable transactions.

                               (D) Reorganization, Reclassification and Merger
               Adjustment. If there occurs any capital reorganization or any
               reclassification of the Common Stock of the Corporation or the
               consolidation or merger of the Corporation with or into another
               Person (other than a merger or consolidation of the Corporation
               in which the Corporation is the continuing corporation and which
               does not result in any reclassification or change of outstanding
               shares of its Common Stock), and in



                                       11
<PAGE>   12

               connection therewith there shall occur a change in Beneficial
               Ownership (as such term is defined in Rule 13d-3 of the
               Securities Exchange Act (as such term is defined below)) of at
               least 25% of the outstanding shares of Common Stock of the
               Corporation, then each share of Voting Preferred Stock shall be
               converted into the same kind and amounts of securities (including
               shares of stock) or other assets, or both, which were issuable or
               distributable to the holders of outstanding Common Stock of the
               Corporation upon such reorganization, reclassification,
               consolidation or merger, in respect of that number of shares of
               Common Stock into which such share of Voting Preferred Stock
               might have been converted immediately prior to such
               reorganization, reclassification, consolidation, merger, sale or
               conveyance; and, in any such case, appropriate adjustments (as
               determined in good faith by the Board of Directors, whose
               determination shall be conclusive) shall be made to assure that
               the provisions set forth herein shall thereafter be applicable,
               as nearly as reasonably may be practicable, in relation to any
               securities or other assets thereafter deliverable upon the
               conversion of the Voting Preferred Stock; provided that in the
               case of any such reorganization, reclassification, consolidation
               or merger the shares of Voting Preferred Stock may be converted
               into or exchanged for shares of capital stock of the surviving
               Person (or a Person of which such surviving Person is a
               Subsidiary), having in respect of such surviving Person or other
               Person, substantially the same powers, preferences and relative,
               participating, optional, conversion and other special rights, and
               qualifications, limitations and restrictions thereon, that the
               shares of Voting Preferred Stock had immediately prior to such
               transaction, provided, further, that



                                       12
<PAGE>   13

               in the case of any such reorganization, reclassification,
               consolidation or merger which shall not result in a change in
               Beneficial Ownership (as such term is defined in Rule 13d-3 of
               the Securities Exchange Act (as such term is defined below)) of
               at least 25% of the outstanding shares of Common Stock of the
               Corporation, then each such share of Voting Preferred Stock shall
               be converted into or exchanged for shares of capital stock of the
               surviving Person (or a Person of which such surviving Person is a
               Subsidiary), having in respect of such surviving Person or other
               Person, substantially the same powers, preferences and relative,
               participating, optional, conversion and other special rights, and
               qualifications, limitations and restrictions thereon, that the
               shares of Voting Preferred Stock had immediately prior to such
               transaction.

                               (E) Notice of Adjustment. Whenever the securities
               or other property deliverable upon the conversion of the Voting
               Preferred Stock shall be adjusted pursuant to the provisions
               hereof, the Corporation shall promptly give written notice
               thereof to each holder of shares of Voting Preferred Stock at
               such holder's address as it appears on the transfer books of the
               Corporation and shall forthwith file, at its principal executive
               office and with any transfer agent or agents for the Voting
               Preferred Stock and the Common Stock, a certificate, signed by
               the Chairman of the Board, President or one of the Vice
               Presidents of the Corporation, and by its Chief Financial
               Officer, Treasurer or one of its Assistant Treasurers, stating
               the securities or other property deliverable per share of Voting
               Preferred Stock calculated to the nearest cent or to the nearest
               one-hundredth of a share and setting forth in reasonable detail
               the method of calculation and the facts



                                       13
<PAGE>   14

               requiring such adjustment and upon which such calculation is
               based. Each adjustment shall remain in effect until a subsequent
               adjustment hereunder is required.

                               (F) Mechanics of Conversion. A Permitted Holder
               of Voting Preferred Stock may exercise its option to convert
               pursuant to paragraph (A) above by surrendering for such purpose
               to the Corporation, at its principal office or such other office
               or agency maintained by the Corporation for that purpose,
               certificates representing the shares of Voting Preferred Stock to
               be converted, accompanied by a written notice stating that such
               holder elects to convert such shares in accordance with Section
               5(i)(i). The date of receipt of such certificates and notice by
               the Corporation at such office shall be the conversion date (the
               "Conversion Date"). 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. Within
               ten (10) Business Days after the Conversion Date, the Corporation
               shall issue to such holder a number of shares of Common Stock
               into which such shares of Voting Preferred Stock are convertible
               pursuant to paragraph (A) above. Certificates representing such
               shares of Common Stock shall be delivered to such holder at such
               holder's address as it appears on the books of the Corporation.

                               (G) Reservation of Common Stock. The Corporation
               shall at all times reserve and keep available for issuance upon
               the conversion of the shares of Voting Preferred Stock the
               maximum number of its authorized but unissued



                                       14
<PAGE>   15

               shares of Common Stock as is reasonably anticipated to be
               sufficient to permit the conversion of all outstanding shares of
               Voting Preferred Stock, and shall take all action required to
               increase the authorized number of shares of Common Stock if at
               any time there shall be insufficient authorized but unissued
               shares of Common Stock to permit such reservation or to permit
               the conversion of all outstanding shares of Voting Preferred
               Stock.

                               (H) Termination of Rights. All shares of Voting
               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 or to receive any
               dividends, shall immediately cease and terminate on the
               Conversion Date, except only the right of the holders thereof to
               receive shares of Common Stock in exchange therefor.

                               (I) No Conversion Charge or Tax. The issuance and
               delivery of certificates for shares of Common Stock upon the
               conversion of shares of Voting Preferred Stock shall be made
               without charge to the holder of shares of Voting Preferred Stock
               for any issue or transfer tax, or other incidental expense in
               respect of the issuance or delivery of such certificates or the
               securities represented thereby to such holder, all of which taxes
               and expenses shall be paid by the Corporation.

                               (J) Regulatory Approval. Notwithstanding anything
               herein to the contrary, if the Federal Communications Commission
               or other regulatory approval is required to be obtained prior to
               the conversion of shares of Voting



                                       15
<PAGE>   16

               Preferred Stock, the Voting Preferred Stock may nevertheless be
               converted pursuant to the terms of this Section 5(i)(i),
               provided, that such conversion shall not become effective until
               the close of business on the date of the receipt of the last of
               any such approvals and of the surrender of the certificates
               representing the shares of the Voting Preferred Stock to be
               converted. The Corporation shall provide all reasonable
               cooperation and make all necessary filings required to be made by
               the Corporation in connection with any such regulatory approval.

                          (j) Notice of Certain Events. In case the Corporation
        shall propose at any time or from time to time (A) to declare or pay any
        dividend payable in stock of any class to the holders of Common Stock or
        to make any other distribution to the holders of Common Stock, (B) to
        offer to the holders of Common Stock rights or warrants to subscribe for
        or to purchase any additional shares of Common Stock or shares of stock
        of any class or any other securities, rights or options, (C) to effect
        any reclassification of its Common Stock, (D) to effect any
        consolidation, merger or sale, transfer or other disposition of all or
        substantially all of the property, assets or business of the Corporation
        which would, if consummated, adjust the securities issuable upon
        conversion of shares of Voting Preferred Stock, or (E) to effect the
        liquidation, dissolution or winding up of the Corporation, then, in each
        such case, the Corporation shall mail to each holder of shares of Voting
        Preferred Stock, at such holder's address as it appears on the transfer
        books of the Corporation, a written notice of such proposed action,
        which shall specify (I) the date on which a record is to be taken for
        the purpose of such dividend or distribution of rights or warrants or,
        if a record is not to be taken, the date as of which the holders of
        shares of Common Stock of record to be entitled to such dividend or
        distribution of rights or warrants are to be determined, or (II) the
        date on which such



                                       16
<PAGE>   17
reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding up is expected to become effective, and such notice shall
be so given as promptly as possible but in any event at least ten (10) Business
Days prior to the applicable record, determination or effective date, specified
in such notice.

                      (ii) Redemption of Capital Stock. Notwithstanding any
other provision of this certificate to the contrary, outstanding shares of
capital stock of the Corporation held by Disqualified Holders (as such term is
defined below) shall always be subject to redemption by the Corporation in
accordance with the procedure set forth in the next succeeding sentence of this
Section 5(ii), by action of the Board of Directors, if, in the judgment of the
Board of Directors, such action should be taken, pursuant to the Delaware Code,
as amended, or any other applicable provision of law, to the extent necessary to
prevent the loss or secure the reinstatement of any license or franchise from
any governmental agency held by the Corporation or any of its Subsidiaries to
conduct any portion of the business of the Corporation or any of its
Subsidiaries, which license or franchise is conditioned upon some or all of the
holders of the Corporation's stock possessing prescribed qualifications.
Accordingly, notwithstanding anything to the contrary contained herein, in any
such event, the Corporation shall have the right to convert shares of Voting
Preferred Stock into Common Stock at the Conversion Rate in accordance with the
provisions of this Certificate to permit the redemption by the Corporation of
shares of Common Stock to the extent so required to prevent such loss or secure
such reinstatement.

                      (iii) Legend. Each certificate evidencing a share of
Voting Preferred Stock shall contain legends substantially to the following
effect (and any Transfer of any such shares shall be subject to the following):




                                       17
<PAGE>   18

                  "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED
                  OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S.
                  PERSON (AS DEFINED IN REGULATION S UNDER THE ACT), EXCEPT
                  PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR
                  PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER."

                  Each certificate evidencing a share of Common Stock issued
upon conversion of Voting Preferred Stock shall contain a legend substantially
to the following effect (and any Transfer of any such shares shall be subject to
the following):

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
                  TRANSFERRED TO ANY PERSON OTHER THAN TO CERTAIN AFFILIATES OF
                  THE REGISTERED HOLDER AND AS PERMITTED BY SECTION 5 OF ARTICLE
                  FOURTH OF THE AMENDED AND RESTATED CERTIFICATE OF
                  INCORPORATION OF THE CORPORATION CONTAINING THE TERMS OF THE
                  SHARES OF VOTING PREFERRED STOCK REPRESENTED BY THIS
                  CERTIFICATE."

                      (iv) Definitions. For the purposes of this Section 5 of
Article Fourth, the following terms shall have the meanings indicated:

                               "Affiliate" means, with respect to any Person,
any other Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with that
Person. For purposes of this definition, "control" (including the terms
"controlling" and "controlled") means the power to direct or cause the direction
of the management and policies of a Person, directly or indirectly, whether
through the ownership of securities or partnership or other ownership interests,
by contract or otherwise.

                               "Business Day" shall mean any day other than a
Saturday, Sunday or other day on which commercial banks in the City of New York
or the State of Washington are authorized or required by law or executive order
to close.




                                       18
<PAGE>   19

                               "Disqualified Holder" shall mean any holder of
shares of capital stock of the Corporation whose holding of such stock, either
individually or when taken together with the holding of shares of capital stock
of the Corporation by any other holders, may result, in the judgment of the
Board of Directors, in the loss of, or the failure to secure the reinstatement
of, any license or franchise from any governmental agency held by the
Corporation or any of its subsidiaries or affiliates to conduct any portion of
the business of the Corporation or any of its subsidiaries or affiliates.

                               "Exchange Act" shall mean the Securities Exchange
Act of 1934, as it may be amended, and any successor act thereto.

                               "Liquidation Preference" shall mean, with respect
to each share of Voting Preferred Stock, $1,280.00 and no more (subject to
adjustment for stock splits, subdivisions or combinations or other comparable
transactions with respect to the Voting Preferred Stock).

                               "Parity Stock" shall mean, with respect to shares
of Voting Preferred Stock, any capital stock of the Corporation ranking on a
parity with the Voting Preferred Stock, with respect to dividends, distribution
in liquidation or any other preference, right or power.

                               "Person" shall mean any individual, firm,
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, joint stock company, governmental agency or political subdivision
thereof or other entity of any kind, and shall include any successor (by merger
or otherwise) of such entity.

                               "Senior Stock" shall mean, with respect to shares
of Voting Preferred Stock, any capital stock of the Corporation ranking senior
to the Voting Preferred Stock with respect to dividends, distribution in
liquidation or any other preference, right or power.




                                       19
<PAGE>   20

                               "Subsidiary" shall mean, with respect to any
Person, a corporation or other entity of which 50% or more of the voting power
of the voting equity securities or 50% of the equity interests are owned,
directly or indirectly, by such Person.

                               "Transfer" shall mean, with respect to any
security, the sale, transfer, pledge, hypothecation, encumbrance, assignment or
constructive sale or other disposition of such security or the record or
beneficial owner thereof, the offer to make such a sale, transfer, constructive
sale or other disposition, and each agreement arrangement or understanding,
whether or not in writing, to effect any of the foregoing. The term
"constructive sale" means a short sale with respect to such security or
substantially identical property, entering into or acquiring an offsetting
derivative contract with respect to such security or substantially identical
property, entering into or acquiring a futures or forward contract to delivery
such security or substantially identical property or entering into any
transaction that has substantially the same affect as any of the foregoing.

               FIFTH: The following provisions are inserted for the management
of the business and for the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the Corporation
and of its directors and stockholders:

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

               (2) The Board of Directors shall have powers without the assent
or vote of the stockholders to make, alter, amend, change, add to or repeal the
by-laws of the Corporation; to fix and vary the amount to be reserved for any
proper purpose; to authorize and cause to be executed mortgages and liens upon
all or any part of the property of the Corporation; to



                                       20
<PAGE>   21

determine the use and disposition of any surplus or net profits; and to fix the
times for the declaration and payment of dividends.

               (3) The directors in their discretion may submit any contract or
act for approval or ratification at any annual meeting of the stockholders or at
any meeting of the stockholders called for the purpose of considering any such
act or contract, and any contract or act that shall be approved or be ratified
by the vote of the holders of a majority of the stock of the Corporation which
is represented in person or by proxy at such meeting and entitled to vote
thereat (provided that a lawful quorum of stockholders be there represented in
person or by proxy) shall be as valid and as binding upon the Corporation and
upon all the stockholders as though it had been approved or ratified by every
stockholder of the Corporation, whether or not the contract or act would
otherwise be open to legal attack because of directors' interest, or for any
other reason.

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

               SIXTH: A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for 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



                                       21
<PAGE>   22

or a knowing violation of law, (iii) under Section 174 of Title 8 of the
Delaware Code or (iv) for any transaction from which the director derived an
improper personal benefit. Neither the amendment or repeal of this provision,
nor the adoption of any provisions of this Certificate or the by-laws of the
Corporation or of any statute inconsistent with this provision, shall eliminate
or reduce the effect of this provision in respect of any acts or omissions
occurring, or any causes of action, suits or claims that, but for this provision
would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.

               SEVENTH: (1) The Corporation shall indemnify its directors and
officers to the full extent permitted by applicable law. The Corporation shall
advance expenses for such persons pursuant to the terms set forth in the
by-laws, or in a separate directors' resolution or contract.

               (2) The Board of Directors may take such action as is necessary
to carry out these indemnification and expense advancement provisions. It is
expressly empowered to adopt, approve, and amend from time to time such by-laws,
resolutions, contracts, or further indemnification and expense advancement
arrangements implementing these provisions as may be permitted by law, including
the purchase and maintenance of insurance. Such by-laws, resolutions, contracts,
or further arrangements shall include but not be limited to implementing the
manner in which determinations as to any indemnity, or advancement of expenses,
shall be made.

               (3) No amendment or repeal of this provision shall apply to or
have any effect on any right to indemnification provided hereunder with respect
to acts or omissions occurring prior to such amendment or repeal.




                                       22
<PAGE>   23

               EIGHTH: Whenever a compromise or arrangement is proposed between
the Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware, may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

               NINTH: The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors and officers are subject to this reserved power.




                                       23
<PAGE>   24

               IN WITNESS WHEREOF, Bega, Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed and attested by its duly
authorized officer, this ______ day of May, 2001.

                                        Attest: _______________________________
                                        Name:



                                        Bega, Inc.

                                        By: ___________________________________
                                        Name:
                                        Title:



                                       24