<PAGE>   1
                                                                     EXHIBIT 3.1




                              AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                          GABRIEL COMMUNICATIONS, INC.
                                    * * * * *
                  GABRIEL COMMUNICATIONS, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

                  FIRST: That the original Certificate of Incorporation of
Gabriel Communications, Inc. was filed with the Secretary of State of Delaware
on June 15, 1998;

                  SECOND: That an Amended and Restated Certificate of
Incorporation of Gabriel Communications, Inc. was filed with the Secretary of
State of Delaware on November 17, 1998;

                  THIRD: That a Certificate of Designations, Preferences and
Rights of Series A-1 Convertible Preferred Stock of Gabriel Communications, Inc.
was filed with the Secretary of State of Delaware on December 10, 1999;

                  FOURTH: That an Amended and Restated Certificate of
Incorporation of Gabriel Communications, Inc. was filed with the Secretary of
State of Delaware on April 14, 2000;

                  FIFTH: That on June 8, 2000 the Board of Directors of said
corporation adopted a resolution proposing and declaring advisable that the
Certificate of Incorporation of GABRIEL COMMUNICATIONS, INC. be amended and
restated in its entirety to read as set forth on Annex A hereto;

                  SIXTH: That in lieu of a meeting of stockholders, holders of
more than 66 2/3% of all of the outstanding Preferred Stock and Common Stock
entitled to vote generally in the election of directors, voting together as a
single class, have given written consents in favor of said amendment and
restatement in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware; and

                  SEVENTH: That said amendment and restatement was duly adopted
in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.

                  IN WITNESS WHEREOF, said GABRIEL COMMUNICATIONS, INC. has
caused this certificate to be signed by John P. Denneen, its Executive Vice
President and Secretary, this 1st day of November, 2000.


                                      GABRIEL COMMUNICATIONS, INC.

                                      By:         /s/ John P. Denneen
                                         ---------------------------------------
                                         John P. Denneen
                                         Executive Vice President and Secretary



<PAGE>   2
                                                                         ANNEX A


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          GABRIEL COMMUNICATIONS, INC.

                  FIRST. The name of the Corporation is

                          GABRIEL COMMUNICATIONS, INC.

                  SECOND. The address of its registered office in the State of
Delaware is located at 1013 Centre Road, in the City of Wilmington, County of
New Castle, Delaware 19805. 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 600,000,000 shares, consisting of:

                  (i) 400,000,000 shares of Common Stock, par value $.01 per
share ("Common Stock"); and

                  (ii) 200,000,000 shares of Preferred Stock, par value $.01 per
share ("Preferred Stock"), of which (a) 26,850,000 shares are designated as
Series A Convertible Preferred Stock ("Series A Preferred Stock"), (b) 3,125,000
shares are designated as Series A-1 Convertible Preferred Stock ("Series A-1
Preferred Stock"), (c) 32,500,000 shares are designated as Series B Convertible
Preferred Stock ("Series B Preferred Stock"), (d) 6,000,000 shares are
designated as Series C-1 Convertible Preferred Stock ("Series C-1 Preferred
Stock"), (e) 16,500,000 shares are designated as Series C-2 Convertible
Preferred Stock ("Series C-2 Preferred Stock") and (f) 18,500,000 shares are
designated as Series C-3 Convertible Preferred Stock ("Series C-3 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.





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<PAGE>   3
                  1. SERIES A, SERIES A-1, SERIES B, SERIES C-1, SERIES C-2 AND
SERIES C-3 PREFERRED STOCK. The preferences and relative, participating,
optional and other special rights of the Series A Preferred Stock, Series A-1
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series
C-2 Preferred Stock and Series C-3 Preferred Stock, and the qualifications,
limitations and restrictions thereof, are as follows:

(i)      DIVIDENDS.

         The holders of shares of the Series A Preferred Stock, Series A-1
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series
C-2 Preferred Stock and Series C-3 Preferred Stock shall not be entitled to
receive cash dividends thereon. No dividends or other distributions shall be
made with respect to any such Series of Preferred Stock unless equivalent
dividends or other distributions are simultaneously made on a pro rata basis to
all holders of each such Series; provided, however, that in the case of a
dividend payable in additional shares of Preferred Stock, the holders of Series
A Preferred Stock shall receive additional shares of Series A Preferred Stock,
the holders of Series A-1 Preferred Stock shall receive additional shares of
Series A-1 Preferred Stock, the holders of Series B Preferred Stock shall
receive additional shares of Series B Preferred Stock, the holders of Series C-1
Preferred Stock shall receive additional shares of Series C-1 Preferred Stock,
the holders of Series C-2 Preferred Stock shall receive additional shares of
Series C-2 Preferred Stock. and the holders of Series C-3 Preferred Stock shall
receive additional shares of Series C-3 Preferred Stock.

(ii)     REDEMPTION.

         The shares of the Series A Preferred Stock, Series A-1 Preferred Stock,
Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock
and Series C-3 Preferred Stock shall not be redeemable at the election of the
Corporation at any time except pursuant to the terms of an agreement between the
Corporation and the holder or holders of any of such shares. No shares of any
such Series of Preferred Stock shall be reacquired for value by the Corporation
other than pursuant to a purchase offer made on a pro rata basis to all holders
of each such Series of Preferred Stock.

(iii)    LIQUIDATION RIGHTS.

         (a) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of shares of the
Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock,
Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 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 stock of the Corporation ranking junior to the shares
of such Series of Preferred Stock, by reason of their ownership thereof,
distributions equal to the greater of (i) an amount equal to the sum of (x) the
amount (as adjusted for any stock dividends, combinations or splits with respect
to such shares) of $3.00 per share for each share of Series A Preferred Stock,
$4.00 per share for each share of Series A-1 Preferred Stock, $7.00 per share
for each share of Series B Preferred Stock, $2.17 per share for each share of
Series C-1 Preferred Stock, $3.39 per share for each share of Series C-2
Preferred Stock and $3.84 per share for each




                                       2
<PAGE>   4
share of Series C-3 Preferred Stock (each, an "Initial Amount") then held by
them, plus (y) an amount equal to a preferred return, for each share of such
Series of Preferred Stock, on the respective Initial Amount of eight percent
(8%) per annum, with such return to begin accruing as of the Original Issue Date
(as defined under paragraph (d)(I)(2) of Section C.1(iv) below), or (ii) the
amount such holders of Preferred Stock would have received as holders of shares
of Common Stock issuable upon the conversion of such 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 thus distributed among the
holders of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B
Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and
Series C-3 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 the Series A Preferred Stock, Series A-1 Preferred
Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2
Preferred Stock and Series C-3 Preferred Stock in proportion to the full
preferential amount each such holder is otherwise entitled to receive.

         (b) After the payment to the holders of shares of the Series A
Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series
C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 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, Series A-1
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series
C-2 Preferred Stock and Series C-3 Preferred Stock as such shall have no right
or claim to the remaining assets and funds of the Corporation, if any.

         (c) For purposes of this Section C.1(iii), (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, shall be treated as a liquidation, dissolution or winding up of the
Corporation and shall entitle the holders of Series A Preferred Stock, Series
A-1 Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock,
Series C-2 Preferred Stock and Series C-3 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).

         (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, Series A-1
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series
C-2 Preferred Stock and Series C-3 Preferred Stock shall have conversion rights
as follows:

         (a) Right to Convert. Each share of Series A Preferred Stock, Series
A-1 Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock,
Series C-2 Preferred Stock and Series C-3 Preferred Stock shall be convertible,
at the option of the holder thereof, at any time




                                       3
<PAGE>   5
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) $3.00, with respect to
Series A Preferred Stock, $4.00, with respect to the Series A-1 Preferred Stock,
$7.00, with respect to Series B Preferred Stock, $2.17, with respect to Series
C-1 Preferred Stock, $3.39, with respect to Series C-2 Preferred Stock and
$3.84, with respect to Series C-3 Preferred Stock (in each case, as
appropriately adjusted for any stock dividends, combinations or splits with
respect to the outstanding Preferred Stock), 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, Series
A-1 Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock,
Series C-2 Preferred Stock and Series C-3 Preferred Stock (each, a "Conversion
Price") shall initially be $3.00, $4.00, $7.00, $2.17, $3.39 and $3.84,
respectively, 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,
Series A-1 Preferred Stock, Series B Preferred Stock, Series C-1 Preferred
Stock, Series C-2 Preferred Stock and Series C-3 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 $12.00 per share of Common Stock (as adjusted
for any stock dividends, combinations or splits with respect to the Common
Stock), in which the aggregate proceeds to the Corporation and/or any selling
stockholders (prior to underwriters' discounts and expenses) are at least
$50,000,000.

         (c) Mechanics of Conversion.

                  (I) Before any holder of Series A Preferred Stock, Series A-1
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series
C-2 Preferred Stock or Series C-3 Preferred Stock shall be entitled to convert
the same into shares of Common Stock pursuant to paragraph (a) of this Section
C.1(iv), 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 notice to the Corporation at such office that
such holder elects to convert the same 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, issue and deliver to such holder of Series A Preferred Stock, Series
A-1 Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock,
Series C-2 Preferred Stock or Series C-3 Preferred Stock, as the case may be, a
certificate or certificates for the number of shares of Common Stock to which
such holder shall be entitled as aforesaid. 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, Series A-1 Preferred Stock, Series B Preferred Stock, Series
C-1 Preferred Stock, Series C-2 Preferred Stock




                                        4
<PAGE>   6
or Series C-3 Preferred Stock, as the case may be, 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, Series A-1 Preferred Stock,
Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock
or Series C-3 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, Series A-1 Preferred Stock, Series B Preferred
Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock or Series C-3
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, Series A-1 Preferred Stock, Series
B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock or
Series C-3 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 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, Series A Preferred
Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C-1
Preferred Stock, Series C-2 Preferred Stock or Series C-3 Preferred Stock or
Convertible Securities (defined below).

                           (2) "Original Issue Date" shall mean:

                                    (A) for Series A Preferred Stock, Series A-1
Preferred Stock or Series B Preferred Stock, the date on which a share was first
issued by the Corporation; or

                                    (B) for Series C-1 Preferred Stock, Series
C-2 Preferred Stock or Series C-3 Preferred Stock, September 1, 2000.

                           (3) "Convertible Securities" shall mean any evidences
of indebtedness, shares (other than Common Stock, Series A Preferred Stock,
Series A-1 Preferred Stock, Series B Preferred Stock, Series C-1 Preferred
Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock) or other
securities convertible into or exchangeable for Common




                                       5
<PAGE>   7
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, Series A-1 Preferred Stock, Series B Preferred Stock, Series
C-1 Preferred Stock, Series C-2 Preferred Stock or Series C-3 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 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 issuance or exercise of the
warrants issued or to be 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 and referred to therein as
the "$6.00 Warrants" and the "$10.25 Warrants";

                                    (D) as a dividend or distribution on the
Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock,
Series C-1 Preferred Stock, Series C-2 Preferred Stock or Series C-3 Preferred
Stock;

                                    (E) in connection with 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 herein
to the contrary notwithstanding, no adjustment in any 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 such applicable 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





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<PAGE>   8
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 applicable
Conversion Price shall be made upon the subsequent issue of such Convertible
Securities or shares of Common Stock upon the exercise of such Options or
conversion or exchange of such Convertible Securities;

                           (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 applicable 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 applicable Conversion Price shall affect Common Stock
previously issued upon conversion of the Series A Preferred Stock, Series A-1
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series
C-2 Preferred Stock or Series C-3 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 applicable 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;




                                       7
<PAGE>   9
                           (4) no readjustment pursuant to clause (2) or (3)
above shall have the effect of increasing the applicable Conversion Price to an
amount which exceeds the lower of (a) the applicable Conversion Price on the
original adjustment date, or (b) the applicable Conversion Price that would have
resulted from any issuance of Additional Shares of Common Stock 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 applicable 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 applicable 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 applicable
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 applicable Conversion Price in effect on
the date of and immediately prior to such issue, then and in such event, the
applicable Conversion Price shall be reduced, concurrently with such issue, to a
price (calculated to the nearest cent) determined by multiplying the applicable
Conversion Price by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such issue plus the
number of shares of Common Stock which the aggregate consideration received by
the Corporation for the total number of Additional Shares of Common Stock so
issued would purchase at the applicable Conversion Price in effect immediately
prior to such issuance, and the denominator of which shall be the number of
shares of Common Stock outstanding immediately prior to such issue plus the
number of such Additional Shares of Common Stock so issued. For the purpose of
the above calculation, the number of shares of Common Stock outstanding
immediately prior to such issue shall be calculated on a fully diluted basis, as
if all outstanding shares of Series A Preferred Stock, Series A-1 Preferred
Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2
Preferred Stock and Series C-3 Preferred Stock and all Convertible Securities
had been fully converted into shares of Common Stock immediately prior to such
issuance and all outstanding Options had been fully exercised immediately prior
to such issuance (and the resulting securities fully converted into shares of
Common Stock, if so convertible) as of such date, but not including in such
calculation any additional shares of Common Stock issuable with respect to
outstanding shares of Series A Preferred Stock, Series A-1 Preferred Stock,
Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock
and Series C-3 Preferred Stock, Convertible Securities or




                                       8
<PAGE>   10
Options solely as a result of the adjustment of the respective conversion prices
(or other conversion ratios) resulting from the issuance of the Additional
Shares of Common Stock causing the adjustment in question.

                  (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





                                       9
<PAGE>   11
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 applicable 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, Series A-1
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series
C-2 Preferred Stock or Series C-3 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 (c) of Section C.1(iii) above), the applicable 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, Series A-1 Preferred Stock, Series B Preferred Stock, Series C-1
Preferred Stock, Series C-2 Preferred Stock and Series C-3 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, Series A-1 Preferred Stock, Series B
Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock or
Series C-3 Preferred Stock immediately before that change.

         (g) 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.

         (h) Certificates as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the applicable 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, Series A-1 Preferred Stock,
Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock
or Series C-3 Preferred Stock, as the case may be, 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,



                                       10
<PAGE>   12
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 applicable 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, Series A-1 Preferred Stock, Series B Preferred Stock, Series
C-1 Preferred Stock, Series C-2 Preferred Stock or Series C-3 Preferred Stock,
as the case may be.

         (i) 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, Series A-1 Preferred Stock, Series B Preferred Stock,
Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 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, Series A-1 Preferred Stock, Series B Preferred Stock,
Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 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).

         (j) 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, Series A-1 Preferred
Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2
Preferred Stock or Series C-3 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.

         (k) 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, Series A-1 Preferred Stock, Series B
Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and
Series C-3 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 each such Series of 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





                                       11
<PAGE>   13
each such Series of 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.

         (l) Fractional Shares. No fractional share shall be issued upon the
conversion of any share or shares of Series A Preferred Stock, Series A-1
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series
C-2 Preferred Stock or Series C-3 Preferred Stock. All shares of Common Stock
(including fractions thereof) issuable upon conversion of more than one share of
Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock,
Series C-1 Preferred Stock, Series C-2 Preferred Stock or Series C-3 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).

         (m) 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, Series
A-1 Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock,
Series C-2 Preferred Stock and Series C-3 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, Series A-1 Preferred Stock, Series B Preferred
Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3
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 resulting from
conversion of such shares on the record date of the meeting. The shares of the
Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock,
Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series C-3 Preferred
Stock and the Common Stock shall vote together as a single class of stock,
except where voting separately by class is required by the GCL.

(vi) REACQUIRED SHARES. Shares of the Series A Preferred Stock, Series A-1
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series
C-2 Preferred Stock or Series C-3 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.

(vii) RELATION TO OTHER SERIES OF PREFERRED STOCK. The Series A Preferred Stock,
Series A-1 Preferred Stock, Series B Preferred Stock, Series C-1 Preferred
Stock, Series C-2 Preferred Stock





                                       12
<PAGE>   14
and Series C-3 Preferred Stock shall rank on a parity with each other such
series. 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, Series A-1
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series
C-2 Preferred Stock and Series C-3 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, Series A-1 Preferred Stock, Series B Preferred Stock, Series C-1
Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock;

         (b) on a parity with the shares of the Series A Preferred Stock, Series
A-1 Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock,
Series C-2 Preferred Stock and Series C-3 Preferred Stock upon liquidation,
whether or not the liquidation prices per share are different from those of the
Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock,
Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 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,
Series A-1 Preferred Stock, Series B Preferred Stock, Series C-1 Preferred
Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock; and

         (c) junior to the shares of the Series A Preferred Stock, Series A-1
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series
C-2 Preferred Stock and Series C-3 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, Series A-1 Preferred Stock, Series B
Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and
Series C-3 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:





                                       13
<PAGE>   15
         (i) The number of shares constituting such series of Preferred Stock
and the designation thereof;

         (ii) 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;

         (iii) 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;

         (iv) 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;

         (v) 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;

         (vi) 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;

         (vii) 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

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

D.       TERMS OF COMMON STOCK.

                  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 all series of 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, Series A-1
Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series
C-2 Preferred Stock or Series C-3 Preferred Stock 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





                                       14
<PAGE>   16
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 any series of 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 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.





                                       15
<PAGE>   17
                  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





                                       16
<PAGE>   18
Common Stock and Preferred Stock entitled to vote generally in the election of
directors, voting together as a single class.















































                                       17