Exhibit 3.1

# AMENDED AND
RESTATED

# CERTIFICATE OF
INCORPORATION

# OF

# NUVOX, INC.

FIRST.        The name of the Corporation is
                     NUVOX, INC.

SECOND.
The address of the registered office in the State of Delaware is located at 2711
Centreville Road, Suite 400, in the City of Wilmington, County of New Castle,
Delaware 19808. The name of its registered agent at such address is Corporation
Service Company.

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

FOURTH:

## A. Classes and
Number of Shares.

The
aggregate number of shares of capital stock which the Corporation is authorized
to issue is nine hundred million (900,000,000) shares, consisting of:

(i)
      five  hundred  million  (500,000,000)  shares of common  stock,  par value  $.01 per share  (Common
Stock); and

(ii) four hundred million  (400,000,000)  shares of preferred stock, par value $.01 per share ("Preferred
Stock"), of which one hundred million  (100,000,000) shares are designated as Series A Convertible  Preferred Stock
("Series A Preferred Stock").

## B.      Preemptive
Rights.

Except
as may otherwise be provided by agreement among stockholders of the Corporation,
no stockholder of any class of stock of the Corporation shall have any
preemptive right to acquire any additional shares of stock of the Corporation of
any class or series or any security convertible into, or exercisable or
exchangeable for, such stock.

## C.      Terms of
Preferred Stock.1. Series A Preferred Stock

The
preferences and relative, participating, optional and other special rights of
Series A Preferred Stock, and the qualifications, limitations and restrictions
thereof, are as follows:(i) Dividends.

The
holders of shares of the Series A Preferred Stock shall not be entitled to
receive any fixed dividends thereon. Cash or other types of dividends (other
than fixed dividends) may be declared and paid upon the Common Stock in such
amounts and at such times as the Board of Directors may determine.

## (ii)     
Redemption.

(a)       Notice of Right to Require  Redemption.  On or before each of December 1, 2008,  December 1, 2009 and
December 1, 2010,  the  Corporation  shall provide each holder of Series A Preferred  Stock with written  notice of
such  holder's  right under this  Section  C.1(ii) to require  the  Corporation  to redeem  shares of such Series A
Preferred Stock in accordance with this Section C.1(ii).

(b)     
  Right  to  Require  Redemption.  Each  holder  of the  Series  A  Preferred  Stock  may  require  the
Corporation  to redeem such holder's  shares of Series A Preferred  Stock to the extent  provided below and subject
to compliance with the provisions set forth below:

|(I) | If a holder so elects by written notice  delivered to the  Corporation  not earlier than
         January 1, 2009 and not later than August 30, 2009, the  Corporation  shall redeem,  on September 30, 2009
         (or on the next  business  day if such date shall not be a business  day),  one-third  (1/3) of the shares
         (rounded down, if necessary,  to the nearest whole share) of Series A Preferred Stock  represented by such
         certificate  or  certificates  issued in the name of such holder as shall be  specified  by such holder in
         such notice, which certificate or certificates shall be identified by number in such notice.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(II) | If a holder so elects by written notice  delivered to the  Corporation  not earlier than
         January 1, 2010 and not later than August 30, 2010, the  Corporation  shall redeem,  on September 30, 2010
         (or on the next business day if such date shall not be a business  day),  one-third  (1/3)  (rounded down,
         if necessary,  to the nearest whole share) of the shares of Series A Preferred  Stock  represented by such
         certificate  or  certificates  issued in the name of such holder as shall be  specified  by such holder in
         such notice,  which  certificate or certificates  shall be identified by number in such notice;  provided,
         that if any such  certificate  shall  represent  unredeemed  shares  issued in  respect  of a  certificate
         surrendered for partial  redemption in 2009 as referred to above,  the  Corporation  shall redeem one-half
         (1/2) (rounded down, if necessary, to the nearest whole share) of such shares.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(III) | If a holder so elects by written notice  delivered to the  Corporation  not earlier than
         January 1, 2011 and not later than August 30, 2011, the  Corporation  shall redeem,  on September 30, 2011
         (or on the next business day if such date shall not be a business  day),  one-third  (1/3)  (rounded down,
         if necessary,  to the nearest whole share) of the shares of Series A Preferred  Stock  represented by such
         certificate  or  certificates  issued in the name of such holder as shall be  specified  by such holder in
         such notice which  certificate  or  certificates  shall be identified by number in such notice;  provided,
         that (A) if any such certificate  shall represent  unredeemed shares remaining in respect of a certificate
         which was  surrendered  for partial  redemption in both of 2009 and 2010 as referred to above,  all shares
         represented  by such  certificate  shall be so redeemed and (B) if any such  certificate  shall  represent
         unredeemed  shares remaining in respect of a certificate  which was surrendered for partial  redemption in
         2009 or 2010,  but not in both such  years,  as  referred  to above,  one-half  (1/2)  (rounded  down,  if
         necessary,  to the  nearest  whole  share)  of all  shares  represented  by such  certificate  shall be so
         redeemed.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)    Redemption  Price.
  The  redemption  price for any shares of Series A Preferred  Stock redeemed under
this  Section  C.1(ii)  shall be equal to (i) $1.50 (as  adjusted for any stock  dividends,  combinations,  reverse
stock splits,  splits,  recapitalizations,  reorganizations,  reclassifications or other similar event with respect
to such shares,  the "Initial  Amount")  plus (ii) an amount equal to a preferred  return on the Initial  Amount of
eight percent (8%) per annum,  with such return to begin  accruing as of the date of original  issuance of any such
share (such amount referred to as the "Redemption Price").

(d)  Procedure for Redemption.

|(i) | Any notice by a holder of such  holder's  election  that shares be  redeemed  which is to be
         delivered to the  Corporation   pursuant to clause  C.1.(ii)(a)  shall be delivered to the  Corporation at
         its principal place of business at the time, to the attention of the General  Counsel,  by (A) first class
         certified or registered mail, postage prepaid,  (B) nationally  recognized  overnight courier service,  or
         (C) personal delivery, within the applicable time periods specified in such clause.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | At least 20 days prior to each scheduled  redemption  date referred to in clause  C.1(ii)(a)
         (each a  "Scheduled  Redemption  Date"),  written  notice (a  "Redemption  Notice")  shall be sent to each
         holder of shares of Series A Preferred Stock which are to be redeemed on such Scheduled  Redemption  Date,
         at the notice  address of such  holder  last shown on the  records of the  transfer  agent of the Series A
         Preferred  Stock  (or the  records  of the  Corporation,  if it  serves  as its own  transfer  agent),  by
         (A) first  class  certified or registered  mail,  postage  prepaid,  (B) nationally  recognized  overnight
         courier service,  or (C) personal  delivery,  notifying such holder of the Scheduled  Redemption Date, the
         Redemption  Price, and the number of shares to be redeemed from such holder,  and calling upon such holder
         to surrender to the Corporation,  in the manner and at the place  designated,  his, her or its certificate
         or  certificates  representing  the shares to be redeemed.  In order to facilitate  the  redemption of the
         Series A Preferred  Stock,  the Board of Directors may fix a record date for the  determination of holders
         of the Series A Preferred  Stock,  not more than 30 days nor less than 20 days prior to any such Scheduled
         Redemption Date.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | On or prior to any Scheduled  Redemption  Date,  each holder of Series A Preferred Stock
         which has shares which are to be redeemed on such Scheduled  Redemption  Date shall  surrender her, his or
         its  certificates  representing  the  shares  to be  redeemed  on such  Scheduled  Redemption  Date to the
         Corporation,  in the manner  and at the place  designated  in the  Redemption  Notice,  and  against  such
         surrender  the  Redemption  Price of such shares  shall be paid on the  Scheduled  Redemption  Date to the
         order of the person whose name appears on each such  certificate  as the owner thereof.  Each  surrendered
         certificate  shall be  canceled.  If fewer than all the shares  represented  by any such  certificate  are
         redeemed,  a new  certificate  shall be issued  representing  the  unredeemed  shares,  which shall bear a
         legend,  in a form  approved  by  the  Corporation,  indicating  that  such  certificate  represents  such
         unredeemed shares.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) | Any holder of shares of Series A  Preferred  Stock which has elected to have such shares
         of Series A Preferred  Stock  redeemed by  delivery  of written  notice in the manner  provided in Section
         C.1(ii)(a)  may, or any transferee of such shares may,  revoke such election by delivery of written notice
         to the Corporation to such effect at any time prior to the date on which such shares are so redeemed.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(v) | If the  funds of the  Corporation  legally  available  for  redemption  of the  Series A
         Preferred  Stock on a Scheduled  Redemption  Date are  insufficient to redeem the full number of shares of
         Series A  Preferred  Stock  required by this  Certificate  of  Incorporation  to be redeemed on such date,
         those funds which are legally  available shall be used to redeem the maximum  possible number of shares of
         such Series A Preferred  Stock,  ratably among the holders of the Series A Preferred  Stock based upon the
         number of such  shares of Series A  Preferred  Stock that each such  holder  thereof is  entitled  to have
         redeemed  on such  Scheduled  Redemption  Date.  At any  time  thereafter  when  additional  funds  of the
         Corporation  become legally  available for the redemption of the Series A Preferred Stock, such funds will
         be used  promptly  to redeem  the  balance of the  Series A  Preferred  Stock  which the  Corporation  was
         theretofore obligated to redeem, ratably on the basis set forth in the preceding sentence.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(iii)     Liquidation Rights.

(a)     
In the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, each holder of shares of the Series A
Preferred Stock shall be entitled to receive, prior and in preference to any
distribution of any of the assets or surplus funds of the Corporation to the
holders of the Common Stock or any other security ranking junior to the Series A
Preferred Stock as to liquidation, distributions equal to the greater of (i) an
amount equal to $1.50 per share then held by such holder (as adjusted for any
stock dividends, combinations, reverse stock splits, splits, recapitalizations,
reorganizations, reclassifications or other similar event with respect to such
shares), or (ii) the amount such holder of Series A Preferred Stock would have
received as a holder of shares of Common Stock issuable upon the conversion of
such Series A Preferred Stock immediately prior to such liquidation, dissolution
or winding up of the Corporation. If upon the occurrence of such an event, the
assets and funds legally available for distribution among the holders of the
Series A Preferred Stock shall be insufficient to permit the payment to such
holders of the full aforesaid preferential amount, then the entire assets and
funds of the Corporation legally available for distribution shall be distributed
ratably among the holders of Series A Preferred Stock in proportion to the full
preferential amount each such holder is otherwise entitled to receive.

(b)
For purposes of this Article Fourth of the Certificate of Incorporation,
(1) any acquisition of the Corporation by means of merger or other form of
corporate reorganization in which outstanding shares of the Corporation are
exchanged for securities or other consideration issued, or caused to be issued,
by the acquiring corporation or its subsidiary (other than a mere
reincorporation transaction) or (2) any sale or other disposition of all or
substantially all of the assets of the Corporation or sale or other disposition
of all the outstanding stock of the Corporation, shall be treated as a
liquidation, dissolution or winding up of the Corporation and shall entitle the
holders of Series A Preferred Stock to receive at the closing in cash,
securities or other property (valued as provided in paragraph (d) of this
Section C.1(iii)) amounts as specified in paragraph (a) of this Section
C.1(iii).

(c)
After the payment to the holders of shares of the Series A Preferred Stock
of the full preferential amounts provided for in paragraph (a) of this
Section C.1(iii), the holders of shares of the Series A Preferred Stock
shall have no right or claim to the remaining assets and funds of the
Corporation, if any.

(d)
Whenever the distribution provided for in this Section C.1(iii) shall be payable
in securities or property other than cash, the value of such distribution shall
be the fair market value of such securities or other property as determined in
good faith by the Board of Directors.

(iv)     Conversion.

The
holders of the Series A Preferred Stock shall have conversion rights as follows:

(a) Right
to Convert. Each share of Series A Preferred Stock shall be convertible, in
whole or in part, at the option of the holder thereof, at any time after the
date of issuance of such share at the office of the Corporation or any transfer
agent for such stock, into such number of fully paid and nonassessable shares of
Common Stock as is determined by dividing (x) $1.50, with respect to
Series A Preferred Stock (as appropriately adjusted for any stock
dividends, combinations or splits), by (y) the Conversion Price applicable to
such share, determined as hereinafter provided, in effect on the date the
certificate is surrendered for conversion in accordance with paragraph (c) of
this Section C.1(iv). The price at which shares of Common Stock shall be
deliverable upon conversion of shares of the Series A Preferred Stock (the
Conversion Price) shall initially be $1.4840 per share of
Common Stock. Such initial Conversion Price shall be adjusted as hereinafter
provided.

(b)
Automatic Conversion. Each share of Series A Preferred Stock shall
automatically be converted into shares of Common Stock at the then-effective
Conversion Price upon the closing of the sale of the Corporations Common
Stock in a firm commitment, underwritten public offering registered under the
Securities Act of 1933, as amended (the Securities Act),
other than a registration relating solely to a transaction under Rule 145 under
the Securities Act (or any successor thereto) or to an employee benefit plan of
the Corporation, at a public offering price (prior to underwriters
discounts and expenses) equal to or exceeding three (3) times the Conversion
Price in effect on August 31, 2002, but in any event immediately following any
adjustment contemplated by Section C.1(iv)(g) below (as adjusted for any stock
dividends, combinations, reverse stock splits, splits, recapitalizations,
reorganizations, reclassifications or other similar event with respect to
shares), and in which the aggregate proceeds to the Corporation and/or any
selling stockholders (prior to underwriters discounts and expenses) are at
least $75,000,000.

(c)     Mechanics of Conversion.

(I)  Before any holder of Series A  Preferred  Stock  shall be entitled to convert any of such shares into
shares of Common  Stock  pursuant to  paragraph  (a) of this  Section  C.1(iv),  such holder  shall  surrender  the
certificate or  certificates  evidencing  such shares,  duly endorsed,  at the office of the  Corporation or of any
transfer  agent for such stock,  and shall give written  notice to the  Corporation at such office of the number of
shares  that such  holder  elects to so convert  and shall  state  therein  the name or names in which such  holder
wishes the certificate or  certificates  for such shares of Common Stock to be issued.  The  Corporation  shall, as
soon as practicable  thereafter  (but in any event within 20 business days  thereafter),  issue and deliver to such
holder of Series A  Preferred  Stock a  certificate  or  certificates  for the number of shares of Common  Stock to
which such holder shall be entitled as aforesaid and, if applicable,  a certificate  or  certificates  representing
any such shares of Series A Preferred  Stock that are not being so converted (but were  otherwise  represented by a
certificate  that included shares that were being so converted).  Any such conversion  shall be deemed to have been
made  immediately  prior to the close of business on the date of surrender of the certificate or  certificates  for
the shares of Series A Preferred  Stock to be converted,  and the person or persons  entitled to receive the shares
of Common Stock  issuable  upon such  conversion  shall be treated for all purposes as the record holder or holders
of such shares of Common Stock on such date.

(II) In the event of an automatic  conversion  pursuant to  paragraph  (b) of this  Section  C.1(iv),  the
conversion  may,  at the option of any holder  tendering  shares of Series A  Preferred  Stock for  conversion,  be
conditioned  upon the closing with the underwriters of the sale of securities  pursuant to such offering,  in which
event the  person(s)  entitled to receive the Common Stock upon  conversion  of the Series A Preferred  Stock shall
not be deemed to have  converted  such series of  Preferred  Stock until  immediately  prior to the closing of such
sale of  securities.  No holder of shares of Series A Preferred  Stock  shall  receive  certificates  for shares of
Common Stock upon such  conversion  unless and until such holder shall  surrender the  certificate or  certificates
therefor,  duly endorsed,  at the office of the  Corporation or of any transfer agent for such stock and shall give
written  direction  to the  Corporation  of the name or names  in which  such  holder  wishes  the  certificate  or
certificates for such shares of Common Stock to be issued.  Until  surrendered as provided above,  each certificate
previously  representing  shares  of Series A  Preferred  Stock  shall be  deemed  for all  corporate  purposes  to
represent the number of shares of Common Stock resulting from such automatic conversion.

(d)     Adjustments to Conversion Price for Certain Diluting Issues.

(I)       Special  Definitions.   For  purposes  of  paragraph (d)  of  this  Section  C.1(iv),  the  following
definitions apply:

(1) "Options"  shall mean  rights,  options and  warrants to  subscribe  for,  purchase or  otherwise
acquire Common Stock or Series A Preferred Stock or Convertible Securities (defined below).

(2) "Original  Issue  Date" shall mean the first date on which a share of  Series A  Preferred  Stock
was first issued by the Corporation.

(3) "Convertible  Securities"  shall mean any  evidences of  indebtedness,  shares (other than Common
Stock or Series A Preferred Stock) or other securities convertible into or exchangeable for Common Stock.

(4) "Additional  Shares of Common  Stock" shall mean all shares of Common Stock issued (or,  pursuant
to  subparagraph  (d)(III) of this  Section  C.1(iv),  deemed to be issued) by the  Corporation  after the Original
Issue Date, other than shares of Common Stock issued or issuable in any of the following transactions;

(A) upon conversion of shares of Series A Preferred Stock;

(B) to officers,  directors  or  employees  of, or  consultants  or advisers to, the  Corporation
pursuant to stock option or stock  purchase  plans,  warrants or  agreements on terms from time to time approved by
the Corporation's Board of Directors (the "Board of Directors")  (including,  without limitation,  shares of Common
Stock issued or issuable  pursuant to stock options or warrants assumed in connection with  acquisitions  described
in clause (E) below);

(C) upon the  exercise  of any  Options  issued and  outstanding  as of July 9, 2002,  including,
without limitation,  the warrants issued pursuant to the Securities  Purchase Agreement,  dated September 21, 2001,
by and between the  Corporation  and the  purchasers  named  therein (the "2001  Securities  Purchase  Agreement"),
referred to therein as the "$1.50  Series D warrants" and the "$0.01  Series D warrants,"  the  Founders'  Warrants
(as defined in the 2001 Securities Purchase  Agreement),  the warrants for common stock issued to David L. Solomon,
John P. Denneen and Michael E. Gibson,  each with a pro forma adjusted  exercise price of $1.04 per share,  and the
warrants  issued under and pursuant to the terms of an Agreement  and Plan of Merger by and among the  Corporation,
Triangle  Acquisition,  Inc.  and  State  Communications,  Inc.,  dated  as of June  9,  2000,  including,  without
limitation,  the warrants  referred to therein as the "$10.25  Warrants" and the warrants to purchase  Common Stock
issued pursuant thereto with initial exercise prices of $1.81 and $2.03;

(D)as a dividend or distribution on shares of the Series A Preferred Stock; (E) in
consideration for acquisitions from time to time approved by the Board of
Directors; and

(F) for  which  adjustment  of  the  Conversion  Price  is  made  pursuant  to  paragraph (e)  or
paragraph (f) of this Section C.1(iv).

(II) No  Adjustment  of  Conversion  Price.  Any provision of this  Certificate  of  Incorporation  to the
contrary  notwithstanding,  no  adjustment  in the  Conversion  Price  shall be made in respect of the  issuance of
Additional Shares of Common Stock unless the consideration  per share (determined  pursuant to subparagraph  (d)(V)
of this Section  C.1(iv)) for an Additional  Share of Common Stock issued or deemed to be issued by the Corporation
is less than the Conversion Price in effect on the date of, and immediately prior to, such issue.

(III)Deemed Issue of  Additional  Shares of Common  Stock.  In the event the  Corporation  at any time or
from time to time after the Original  Issue Date shall issue any Options or  Convertible  Securities or shall fix a
record date for the  determination  of holders of any class of securities then entitled to receive any such Options
or  Convertible  Securities,  then the maximum number of shares (as set forth in the  instrument  relating  thereto
without regard to any provisions  contained  therein designed to protect against dilution) of Common Stock issuable
upon  the  exercise  of such  Options  or,  in the case of  Convertible  Securities  and  Options  for  Convertible
Securities,  the conversion or exchange of such Convertible Securities,  shall be deemed to be Additional Shares of
Common  Stock  issued as of the time of such issue or, in case such a record date shall have been fixed,  as of the
close of business on such record date,  provided that in any such case in which  Additional  Shares of Common Stock
are deemed to be issued:

(1) no further  adjustments in the Conversion  Price shall be made upon the subsequent  issue of such
Convertible  Securities  where an adjustment to the Conversion Price had been made on the record date, or shares of
Common Stock upon the exercise of such Options or conversion or exchange of such  Convertible  Securities,  in each
case where an adjustment to the Conversion Price had been made on the record date or issue date;

(2) if such Options or  Convertible  Securities by their terms  provide,  with the passage of time or
otherwise,  for any increase or decrease in the consideration  payable to the Corporation,  or decrease or increase
in the  number of  shares of Common  Stock  issuable,  upon the  exercise,  conversion  or  exchange  thereof,  the
Conversion  Price  computed upon the original  issue thereof (or upon the  occurrence of a record date with respect
thereto),  and any  subsequent  adjustments  based  thereon,  shall,  upon any such  increase or decrease  becoming
effective,  be recomputed to reflect such increase or decrease  insofar as it affects such Options or the rights of
conversion  or exchange  under such  Convertible  Securities  (provided,  however,  that no such  adjustment of the
Conversion Price shall affect Common Stock previously issued upon conversion of the Series A Preferred Stock);

(3) upon the  expiration  of any such  Options or any rights of  conversion  or  exchange  under such
Convertible  Securities  which shall not have been  exercised,  the  Conversion  Price  computed  upon the original
issuance  thereof (or upon the occurrence of a record date with respect  thereto),  and any subsequent  adjustments
based thereon, shall, upon such expiration, be recomputed as if:

(A) in the case of  Convertible  Securities  or Options  for Common  Stock,  the only  Additional
Shares of Common Stock issued were the shares of Common Stock,  if any,  actually  issued upon the exercise of such
Options or the conversion or exchange of such Convertible  Securities and the  consideration  received therefor was
the  consideration  actually  received  by the  Corporation  for the  issue of all  such  Options,  whether  or not
exercised,  plus the consideration  actually received by the Corporation upon such exercise or for the issue of all
such  Convertible  Securities which were actually  converted or exchanged,  plus the additional  consideration,  if
any, actually received by the Corporation upon such conversion or exchange, and

(B) in the case of Options for Convertible Securities,  only the Convertible Securities,  if any,
actually issued upon the exercise thereof were issued at the time of issue of such Options,  and the  consideration
received by the  Corporation  for the  Additional  Shares of Common  Stock  deemed to have been then issued was the
consideration  actually  received by the Corporation  for the issue of all such Options,  whether or not exercised,
plus the  consideration  deemed to have been  received by the  Corporation  (determined  pursuant  to  subparagraph
(d)(V) of this Section  C.1(iv)) upon the issue of the  Convertible  Securities  with respect to which such Options
were actually exercised;

(4) no  readjustment  pursuant  to clause (2) or (3) above  shall have the effect of  increasing  the
Conversion  Price to an amount  which  exceeds the lower of (a) the  Conversion  Price on the  original  adjustment
date,  or (b) the  Conversion  Price that would have  resulted  from any  issuance of  Additional  Shares of Common
Stock,  other than those  Additional  Shares of Common  Stock  causing  such  readjustment,  between  the  original
adjustment date and such readjustment date;

(5) in the case of any  Options  which  expire by their terms not more than 30 days after the date of
issue  thereof,  no adjustment of the  Conversion  Price shall be made until the expiration or exercise of all such
Options, whereupon such adjustment shall be made in the same manner provided in clause (3) above; and

(6) in the event that any adjustment  described in this  subparagraph  (d)(III) is made, with respect
to any Additional  Shares of Common Stock that were originally  issued (or deemed issued) for a  consideration  per
share equal to or in excess of the  Conversion  Price then in effect that, had such  adjustment  been made prior to
such original issue date (or deemed original issue date) would have caused such  Additional  Shares of Common Stock
to be issued for a  consideration  per share less than the Conversion  Price then in effect,  then such  Additional
Shares of Common Stock shall be deemed to have been issued as of the date of any such adjustment.

(IV) Adjustment of  Conversion  Price Upon  Issuance of  Additional  Shares of Common Stock.  In the event
this  Corporation,  at any time after the  Original  Issue Date,  shall  issue  Additional  Shares of Common  Stock
(including  Additional  Shares of Common  Stock  deemed to be issued  pursuant  to  subparagraph  (d)(III)  of this
Section  C.1(iv)) without  consideration or for a consideration  per share less than the Conversion Price in effect
on the date of and  immediately  prior to such  issue,  then  and in such  event,  the  Conversion  Price  shall be
reduced,  concurrently  with  such  issue,  to a  price  (calculated  to the  nearest  cent)  equal  to the  lowest
consideration  per share  received or to be received by the  Corporation  in such issuance of Additional  Shares of
Common Stock.

(V) Determination  of  Consideration.  For  purposes  of  paragraph (d)  of  this  Section  C.1(iv),  the
consideration  received  by the  Corporation  for the  issue of any  Additional  Shares of  Common  Stock  shall be
computed as follows:

(1)Cash and Property.  Such consideration shall:

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

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

(C) in the event  Additional  Shares of Common  Stock are issued  together  with other  shares or
securities  or other assets of the  Corporation  for  consideration  which covers both,  be the  proportion of such
consideration  so received,  computed as provided in clauses (A) and (B) above,  as determined in good faith by the
Board of Directors.

(2) Options and  Convertible  Securities.  The  consideration  per share received by the  Corporation
for  Additional  Shares of Common  Stock  deemed to have been  issued  pursuant  to  subparagraph  (d)(III) of this
Section C.1(iv), relating to Options and Convertible Securities shall be determined by dividing:

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

(B) the  maximum  number  of shares of  Common  Stock (as set forth in the  instruments  relating
thereto,  without regard to any provision  contained  therein designed to protect against  dilution)  issuable upon
the exercise of such Options or conversion or exchange of such Convertible Securities.

(e)   
Adjustments to Conversion Prices for Stock Dividends and for Combinations or
Subdivisions of Common Stock. In the event that the Corporation at any time
or from time to time after the Original Issue Date shall declare or pay, without
consideration, any dividend on the Common Stock payable in shares of Common
Stock or in any right to acquire shares of Common Stock for no consideration, or
shall effect a subdivision of the outstanding shares of Common Stock into a
greater number of shares of Common Stock (by stock split, reclassification or
otherwise than by payment of a dividend in shares of Common Stock or in any
right to acquire shares of Common Stock), or in the event the outstanding shares
of Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, then the Conversion
Price in effect immediately prior to such event shall, concurrently with the
effectiveness of such event, be proportionately decreased or increased, as
appropriate. In the event that the Corporation shall declare or pay, without
consideration, any dividend on the Common Stock payable in any right to acquire
shares of Common Stock for no consideration, then the Corporation shall be
deemed to have made a dividend payable in shares of Common Stock in an amount
equal to the maximum number of shares issuable upon exercise of such rights to
acquire Common Stock.

(f)
Adjustments for Reclassification and Reorganization. If the Common Stock
issuable upon conversion of the Series A Preferred Stock shall be changed into
the same or a different number of shares of any other class or classes of stock,
whether by capital reorganization, reclassification or otherwise (other than a
subdivision or combination of shares provided for in paragraph (e) of this
Section C.1(iv) above or a merger or other reorganization referred to in
paragraph (b) of Section C.1(iii) above), the Conversion Price then in effect
shall, concurrently with the effectiveness of such reorganization or
reclassification, be proportionately adjusted so that the Series A Preferred
Stock shall thereafter be convertible into, in lieu of the number of shares of
Common Stock which the holders would otherwise have been entitled to receive, a
number of shares of such other class or classes of stock equivalent to the
number of shares of Common Stock that would have been received by the holders
upon conversion of the Series A Preferred Stock immediately before that change.

(g)
Adjustments Upon Completion of Series A Offering. Notwithstanding
anything contained herein to the contrary, the Conversion Price shall be
adjusted in accordance with the terms hereof following the consummation of the
final Second Closing, as defined in the Securities Purchase Agreement dated as
of July 9, 2002, relating to the Series A Preferred Stock (the Series A
Purchase Agreement), of the purchases and sales of Series A Preferred
Stock contemplated thereby. If an aggregate of less than 50,000,000 shares of
Series A Preferred Stock are sold by the Corporation at the Initial Closing (as
defined in the Series A Purchase Agreement) and all Second Closings combined
pursuant to the Series A Purchase Agreement, then the Conversion Price then in
effect shall be decreased to the greater of (A) $0.7181 and (B) $1.50 divided by
a fraction, the numerator of which is the aggregate number of shares of Common
Stock (the Common Stock Adjustment Number) which would represent 75%
of the equity value of the Corporation on a fully diluted basis on the day of
the final Second Closing pursuant to the Series A Purchase Agreement, calculated
as described below, and the denominator of which is the aggregate number of
shares of Series A Preferred Stock (the Series A Preferred Stock
Adjustment Number) issued at the Initial Closing and all Second Closings
combined. If more than an aggregate of 50,000,000 shares of Series A Preferred
Stock are sold by the Corporation at the Initial Closing and all Second Closings
combined pursuant to the Series A Purchase Agreement, then the Conversion Price
then in effect shall be increased to the lesser of (A) $1.8669 and (B) $1.50
divided by a fraction, the numerator of which is the Common Stock Adjustment
Number and the denominator of which is the Series A Preferred Stock Adjustment
Number. The calculation of the equity value of the Corporation on a
fully-diluted basis on the day of the final Second Closing shall take into
account, in addition to the shares of Common Stock then outstanding, (i) the
purchases and sales at the Initial Closing and all Second Closings pursuant to
the Series A Purchase Agreement, (ii) the issuance of 4,833,333 shares of Series
A Preferred Stock to the Corporations lenders as part of the restructuring
of the Corporations senior credit facility in the manner contemplated by
the Series A Purchase Agreement and (iii) the assumed allocation of 10% of the
equity to employees of the Corporation, but shall not take into account any
outstanding options or warrants of the Corporation as of the Second Closing
Date.

(h)
No Impairment. The Corporation will not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance of performance of any of
the terms to be observed or performed hereunder by the Corporation, but will at
all times in good faith assist in the carrying out of all the provisions of this
Section C.1(iv) and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Price against impairment.

(i)
Certificates as to Adjustments. Upon the occurrence of each adjustment or
readjustment of the Conversion Price pursuant to this Section C.1(iv), the
Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Series A Preferred Stock a certificate executed by the
Corporations President or Chief Financial Officer setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Corporation shall, upon the written
request at any time of any such holder, furnish or cause to be furnished to such
holder a like certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Price at the time in effect, and
(iii) the number of shares of Common Stock and the amount, if any, of other
property which at the time would be received upon the conversion of the Series A
Preferred Stock.

(j)
Notices of Record Date. In the event that the Corporation shall propose
at any time prior to the conversion of all outstanding shares of the Series A
Preferred Stock: (I) to declare any dividend or distribution upon its
Common Stock, whether in cash, property, stock or other securities, whether or
not a regular cash dividend and whether or not out of earnings or earned
surplus; (II) to offer for subscription pro rata to the holders of any
class or series of its stock any additional shares of stock of any class or
series or other rights; (III) to effect any reclassification or
recapitalization of its Common Stock outstanding involving a change in the
Common Stock; or (IV) to merge or consolidate with or into any other
corporation, or sell, lease or convey all or substantially all of its assets, or
to liquidate, dissolve or wind up; then, in connection with each such event, the
Corporation shall send to the holders of Series A Preferred Stock:

(1)  at least  twenty (20) days'  prior  written  notice of the date on which a record  shall be taken for
such dividend,  distribution or  subscription  rights (and specifying the date on which the holders of Common Stock
shall be entitled  thereto) or for  determining  rights to vote,  if any, in respect of the matters  referred to in
clauses (III) and (IV) above; and

(2)  in the case of the matters  referred to in clauses  (III) and (IV) above,  at least twenty (20) days'
prior written  notice of the date when the same shall take place (and  specifying  the date on which the holders of
Common Stock shall be entitled to exchange  their Common Stock for securities or other  property  deliverable  upon
the occurrence of such event).

(k)
Issue Taxes. The Corporation shall pay any and all issue and other taxes
that may be payable in respect of any issue or delivery of shares of Common
Stock on conversion of Series A Preferred Stock pursuant hereto; provided,
however, that the Corporation shall not be obligated to pay any transfer taxes
resulting from any transfer requested by any holder in connection with any such
conversion.

(l)
Reservation of Stock Issuable Upon Conversion. The Corporation shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the conversion of the
shares of the Series A Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series A Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of Series A Preferred Stock, the
Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose,
including, without limitation, engaging in best efforts to obtain the requisite
stockholder approval of any necessary amendment to this Certificate of
Incorporation.

(m)
Fractional Shares. No fractional share shall be issued upon the
conversion of any share or shares of Series A Preferred Stock. All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one share of Series A Preferred Stock by a holder thereof shall be aggregated
for purposes of determining whether the conversion would result in the issuance
of any fractional share. If, after the aforementioned aggregation, the
conversion would result in the issuance of a fraction of a share of Common
Stock, the Corporation shall, in lieu of issuing any fractional share, pay the
holder otherwise entitled to such fraction a sum in cash equal to the fair
market value of such fraction on the date of conversion (as determined in good
faith by the Board of Directors).

(n)
Notices. Any notice required by the provisions of this Section C.1(iv) to
be given to the holders of shares of Series A Preferred Stock shall be deemed
given if deposited in the United States mail, postage prepaid, or if sent by
facsimile or delivered personally by hand or nationally recognized courier and
addressed to each holder of record at such holders address or facsimile
number appearing in the records of the Corporation.(v)
Voting.

At
any meeting of the stockholders of the Corporation, the shares of the Series A
Preferred Stock shall be entitled to the number of votes for each such share
held that would equal the number of shares of Common Stock issuable upon
conversion of such shares on the record date for the meeting. The shares of the
Series A Preferred Stock (on an as-converted basis) and the Common Stock shall
vote together as a single class of stock, except where voting separately by
class or series is required by the GCL.

(vi)        Reacquired Shares.

Shares
of the Series A Preferred Stock which have been issued and reacquired through
purchase, conversion or otherwise shall, upon compliance with the applicable
provisions of the GCL, have the status of authorized and unissued shares of
Preferred Stock and may be reissued, but only as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors and only as set forth in Section 7.20 of the Securities Purchase
Agreement.

## (vii)     Relation
to Other Series of Preferred Stock.

| | Any
stock of any other series, class or classes of the Corporation shall be deemed
to rank: (a) prior to the shares of the Series A Preferred Stock, either as to
dividends or upon liquidation, if the
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

holders of such series,
class or classes of stock shall be entitled to the receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding up of the
Corporation, as the case may be, in preference or priority to the holders of
shares of the Series A Preferred Stock.

(b)
on a parity with the shares of the Series A Preferred Stock, upon liquidation,
whether or not the liquidation prices per share are different from those of the
Series A Preferred Stock, if the holders of such series, class or classes of
stock shall be entitled to the receipt of amounts distributable upon
dissolution, liquidation or winding up of the Corporation in proportion to their
respective liquidation prices, without preference or priority, one over the
other, as between the holders of such stock and the holders of shares of the
Series A Preferred Stock; and

(c)
junior to the shares of the Series A Preferred Stock, either as to dividends or
upon liquidation, if such class shall be Common Stock or if the holders of
shares of the Series A Preferred Stock shall be entitled to the receipt of
amounts distributable upon dissolution, liquidation or winding up of the
Corporation in preference or priority to the holders of shares of such series,
class or classes of stock.

## 2. Other
Series of Preferred Stock.

The
terms of the shares of each other series of Preferred Stock shall be as stated
and expressed in this Certificate of Incorporation or any amendment hereto, or
in the resolution or resolutions providing for the issuance of such series of
Preferred Stock adopted by the Board of Directors. Subject to the requirements
of the GCL and the provisions of this Certificate of Incorporation, the Board of
Directors is expressly authorized to cause any number of the authorized and
undesignated shares of Preferred Stock to be issued from time to time in one or
more series of Preferred Stock with such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, if any, as the Board of Directors may fix by resolution or
resolutions, prior to the issuance of any shares of such series of Preferred
Stock, each of which series may differ from any and all other series, including,
without limiting the generality of the foregoing, the following:

| | (a)
The number of shares constituting such series of Preferred Stock and the
designation thereof; (b) The dividend rate, if any, on the shares of such series
of Preferred Stock, whether and the extent to
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

which any such dividends
shall be cumulative or non-cumulative, the relative rights of priority, if any,
of payments of any dividends, and the times at which, and the terms and
conditions on which, any dividends shall be paid;

(c)
The right, if any, of the holders of shares of such series of Preferred Stock to
vote and the manner of voting, except as may otherwise be provided by the GCL;

(d)
The right, if any, of the holders of shares of such series of Preferred Stock to
convert the same into, or the right, if any, of the Corporation to exchange the
same for, another class or series of stock of the Corporation and the terms and
conditions, including any provision for future adjustment in the conversion or
exchange rate, under which said shares may be converted or exchanged;

(e)
The redemption or purchase price or prices of the shares of such series of
Preferred Stock, if any, and the times at which, and the terms and conditions on
which, the shares of such series of Preferred Stock may be redeemed or
purchased;

(f)
The terms of the sinking fund, if any, to be provided for such series of
Preferred Stock, and the terms and amount of such sinking fund;

(g)
The rights of the holders of shares of such series of Preferred Stock in the
event of a voluntary or involuntary liquidation, dissolution or winding up of
the Corporation and the relative rights of priority, if any, of such holders
with respect thereto; and

(h) Any other relative powers,  preferences and rights, and any  qualifications,  limitations or restrictions,
of such series of Preferred Stock.

D.        Terms of Common StockM.

The
voting powers and relative, participating, optional and other special rights of
the Common Stock, and the qualifications, limitations and restrictions thereof,
are as follows:

1.     Voting  Rights and Powers.  Except as provided in the GCL,  the holders of shares of the Common Stock
shall vote  together as a single  class (with the holders of Series A  Preferred  Stock  entitled to vote  together
with the holders of the shares of Common Stock) on all matters as to which such holders are entitled to vote.

2.     Dividend  Rights.  No cash  dividends  may be declared  and paid upon the Common Stock so long as any
Series A Preferred Stock or other  securities  ranking prior to the Common Stock upon  dissolution,  liquidation or
winding up of the  Corporation  is  outstanding.  Thereafter,  cash  dividends  may be  declared  and paid upon the
Common Stock in such amounts and at such times as the Board of Directors may  determine.  Funds  otherwise  legally
available  for the payment of dividends on the Common Stock shall not be  restricted  or reduced by reason of there
being any excess of the aggregate  preferential  amount of Series A Preferred Stock  outstanding over the aggregate
par value thereof.

3.      Liquidation  Rights.  In the event of any liquidation,  dissolution or winding up of the Corporation,
whether  voluntary  or  involuntary,  after  there  shall have been paid or set apart for payment of holders of any
outstanding  shares of Series A Preferred  Stock the full  preferential  amounts to which they are  entitled  under
Section  C.1(iii) or otherwise,  the entire  remaining  assets and funds of the Corporation  legally  available for
distribution,  if any, to its  shareholders  shall be distributed  ratably among the holders of the Common Stock in
proportion to the shares of Common Stock then held by them.

FIFTH.
All corporate powers of the Corporation shall be exercised by or under the
direction of the Board of Directors except as otherwise provided herein or by
applicable law. In furtherance and not in limitation of the powers conferred by
law, the Board of Directors is expressly authorized:

(i) to adopt,  amend or repeal By-laws of the  Corporation,  subject to the right of the  stockholders  of
the  Corporation  entitled to vote with respect thereto to adopt By-laws and to amend or repeal By-laws made by the
Board of Directors; and

(ii) from time to time to  determine  whether and to what extent,  at what time and place,  and under what
conditions  and  regulations  the  accounts  and  books of the  Corporation,  or any of them,  shall be open to the
inspection of any stockholder;  and no stockholder  shall have any right to inspect any account or book or document
of the  Corporation  except as provided by  applicable  law or the By-laws of the  Corporation,  as  authorized  by
resolution of the  stockholders  or Board of Directors of the  Corporation  or as set forth in any agreement  among
the Corporation and any of its stockholders.

SIXTH.
No director of the Corporation or any person acting at the direction of the
Board of Directors shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director; provided, however, that the foregoing shall not be
deemed to eliminate or limit the liability of a director to the extent provided
by applicable law (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 GCL, or (iv) for any transaction from which the
director derived an improper personal benefit. This provision is not intended to
eliminate or narrow any defenses to or protection against liability otherwise
available to directors of the Corporation. No amendment to or repeal of this
Article Sixth shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment. Any person or
persons who, pursuant to any provision of this Certificate of Incorporation,
exercises or performs any of the powers or duties conferred or imposed upon a
director of the Corporation shall be treated as a director for purposes of this
Article Sixth and shall be entitled to the limitation of liability set forth in
this Article Sixth.

SEVENTH.

A.      Every  person  who was or is a party or is  threatened  to be made a party to or is  involved  in any
threatened,  pending  or  completed  action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative,  by reason of the fact that such  person or a person of whom such  person is a legal  representative
is or was a director or officer of the  Corporation  or is or was serving at the request of the  Corporation or for
its benefit as a director,  officer,  employee or agent of any other  corporation,  or as the representative of the
Corporation in a partnership,  joint venture,  trust or other entity, shall be indemnified and held harmless by the
Corporation  to the fullest  extent legally  permissible  under the GCL, as amended from time to time,  against all
expenses,  liabilities and losses (including  attorneys' fees,  judgments,  fines and amounts paid or to be paid in
settlement)  reasonably  paid or incurred by such person in  connection  therewith.  Such right of  indemnification
shall  be a  contract  right  that  may  be  enforced  in  any  manner  desired  by  such  person.  Such  right  of
indemnification  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  upon receipt of an undertaking by or on behalf of
such person to repay such  amount if  ultimately  it should be  determined  that such person is not  entitled to be
indemnified by the  Corporation  under the GCL. Such right of  indemnification  shall not be exclusive of any other
right which such directors,  officers or  representatives  may have or hereafter  acquire and, without limiting the
generality  of such  statement,  they shall be entitled to their  respective  rights of  indemnification  under any
By-law, agreement, vote of stockholders,  provision of law or otherwise, as well as their rights under this Article
Seventh.

B.   The Board of  Directors  may adopt  By-laws  from time to time with  respect  to  indemnification  to
provide at all times the  fullest  indemnification  permitted  by the GCL,  as amended  from time to time,  and may
cause the  Corporation  to  purchase  and  maintain  insurance  on behalf of any person  who is or was a  director,
officer,  employee or agent of the  Corporation,  or is or was serving at the request of the Corporation or for its
benefit as a  director,  officer,  employee  or agent of any other  corporation,  or as the  representative  of the
Corporation  in a  partnership,  joint  venture,  trust or other  entity,  against any  expense,  liability or loss
asserted  against or incurred by any such person in any such  capacity or arising out of any such  status,  whether
or not the Corporation would have the power to indemnify such person against such expense, liability or loss.

EIGHTH.
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders,
directors and officers herein are granted subject to this reservation; provided
that (i) in addition to any required class or other vote, the affirmative
vote of the holders of record of outstanding shares representing at least 66
2/3% of all the outstanding Common Stock and Preferred Stock entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend, alter, change or repeal, or adopt any provision or
provisions inconsistent with, Article Fourth of this Certificate of
Incorporation and (ii) the number of authorized shares of Common Stock may
be increased or decreased (but not below the number of shares of Common Stock
then outstanding or reserved for issuance) by the affirmative vote of the
holders of record of a majority of all the outstanding Common Stock and
Preferred Stock entitled to vote generally in the election of directors, voting
together as a single class.