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                                                                     Exhibit 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  VOXWARE, INC.

                                   ----------

                  Pursuant to Sections 228, 242 and 245 of the
                General Corporation Law of the State of Delaware

                                   ----------

          Voxware, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

          1. The name of the Corporation is Voxware, Inc. The original
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware on August 20, 1993 under the name Advanced Communications
Technologies, Inc. A Certificate of Amendment was filed on May 23, 1994 changing
the name of the Corporation to Voxware, Inc.

          2. This Amended and Restated Certificate of Incorporation, which was
duly adopted in accordance with Sections 242 and 245 of the General Corporation
Law of the State of Delaware, restates and integrates and further amends the
provisions of the present Certificate of Incorporation of the Corporation, as
amended.

          3. Immediately upon filing this Amended and Restated Certificate of
Incorporation, the text of the present Certificate of Incorporation, as amended,
is hereby amended and restated to read in its entirety as follows:

          FIRST. The name of the corporation is Voxware, Inc. (the
"Corporation").

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

          THIRD. The nature of the business or purposes to be conducted or
promoted by 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.

          FOURTH. The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 1,900,000,000 shares. The
Corporation is authorized

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to have two classes of shares, designated as Common Stock and Preferred Stock.
The total number of shares of Common Stock which the Corporation is authorized
to issue is 1,035,000,000 shares, and the par value of each of the shares of
Common Stock is one tenth of one cent ($.001). The total number of shares of
Preferred Stock which the Corporation is authorized to issue is 865,000,000
shares, and the par value of each of the shares of Preferred Stock is one tenth
of one cent ($.001). A total of 2,100 shares of Preferred Stock, par value $.001
per share, shall be designated as "Series B Convertible Preferred Stock", a
total of 600,000,000 shares of Preferred Stock, par value $.001 per share, shall
be designated the "Series D Convertible Preferred Stock", and a total of
264,997,900 shares of Preferred Stock shall be undesignated as to series.

               The Preferred Stock may be issued in one or more series at such
time or times and for such consideration or considerations as the Corporation's
Board of Directors may determine. Each series of Preferred Stock shall be so
designated as to distinguish the shares thereof from the shares of all other
series and classes. Except as otherwise provided in this Amended and Restated
Certificate of Incorporation, different series of Preferred Stock shall not be
construed to constitute different classes of shares for the purpose of voting by
classes.

               The Board of Directors is expressly authorized to provide for the
issuance of all or any shares of any authorized but undesignated Preferred Stock
in one or more series, each with such designations, preferences, voting powers
(or no voting powers), relative, participating, optional or other special rights
and privileges and such qualifications, limitations or restrictions thereof as
shall be stated in the resolution or resolutions adopted by the Board of
Directors to create such series, and a certificate of said resolution or
resolutions shall be filed in accordance with the General Corporation Law of the
State of Delaware. The authority of the Board of Directors with respect to each
such series shall include, without limitation of the foregoing, the right to
provide that the shares of each such series may: (i) have such distinctive
designation and consist of such number of shares; (ii) be subject to redemption
at such time or times and at such price or prices; (iii) be entitled to the
benefit of a retirement or sinking fund for the redemption of such series on
such terms and in such amounts; (iv) be entitled to receive dividends (which may
be cumulative or non-cumulative) at such rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or any other series of stock; (v) be
entitled to such rights upon the voluntary or involuntary liquidation,
dissolution or winding up of the affairs, or upon any distribution of the assets
of the Corporation in preference to, or in such relation to, any other class or
classes or any other series of stock; (vi) be convertible into, or exchangeable
for, shares of any other class or classes or any other series of stock at such
price or prices or at such rates of exchange and with such adjustments, if any;
(vii) be entitled to the benefit of such conditions, limitations or
restrictions, if any, on the creation of indebtedness, the issuance of
additional shares of such series or shares of any other series of Preferred
Stock, the amendment of this Amended and Restated Certificate of Incorporation
or the Corporation's By-Laws, the payment of dividends or the making of other
distributions on, or the purchase, redemption or other acquisition by the
Corporation of, any other class or classes or series of stock, or any other
corporate action; or (viii) be entitled to such other preferences, powers,
qualifications, rights and privileges, all as the

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Board of Directors may deem advisable and as are not inconsistent with law and
the provisions of this Amended and Restated Certificate of Incorporation.

               A description of the respective classes of stock and a statement
of the designations, preferences, voting powers (or no voting powers), relative,
participating, optional or other special rights and privileges and the
qualifications, limitations and restrictions of the Preferred Stock and Common
Stock are as follows:

          A. SERIES B CONVERTIBLE PREFERRED STOCK

          1. Voting. The holders of Series B Convertible Preferred Stock shall
have no voting rights or power except as otherwise required by law, and any and
all voting rights or powers required or otherwise provided by law shall be
administered in accordance with the terms of the Stockholders Agreement, as may
be amended from time to time in accordance with its terms.

          2. Dividends. In the event the Board of Directors of the Corporation
shall declare a dividend (other than a dividend payable in Common Stock) payable
upon the then outstanding shares of the Common Stock of the Corporation, the
Board of Directors shall declare at the same time a dividend upon the then
outstanding shares of Series B Convertible Preferred Stock, payable at the same
time as the dividend paid on the Common Stock, in an amount equal to the amount
of dividends per share of Series B Convertible Preferred Stock as would have
been payable on the largest number of whole shares of Common Stock into which
all shares of Series B Convertible Preferred Stock held by each holder thereof
if such Series B Convertible Preferred Stock had been converted to Common Stock
pursuant to the provisions of paragraph A.4 as of the record date for the
determination of holders of Common Stock entitled to receive such dividends. All
dividends declared upon the Series B Convertible Preferred Stock pursuant to
this paragraph A.2 shall be declared and paid pro rata per share.

          3. Liquidation, Dissolution and Winding-up.

               3A. Liquidation. In the event of any dissolution, liquidation or
winding up of the affairs of the Corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holders of shares of any
Preferred Stock with priority in connection with any such dissolution,
liquidation or winding up, the holders of the Series B Convertible Preferred
Stock, together and on parity with the holders of the Common Stock, shall be
entitled, unless otherwise provided by law or this Amended and Restated
Certificate of Incorporation, to receive all of the remaining assets of the
Corporation of whatever kind available for distribution to stockholders ratably
in proportion to the number of shares of Common Stock held by them respectively,
including, in the case of the holders of the Series B Convertible Preferred
Stock, the largest number of whole shares of Common Stock into which all shares
of Series B Convertible Preferred Stock held by each holder thereof could be
converted if such Series B Convertible Preferred Stock had been converted to
Common Stock pursuant to the provisions of paragraph A.4 immediately prior to
such dissolution, liquidation or winding up.

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               3B. Notice. Written notice of such liquidation, dissolution or
winding up, stating a payment date and the place where said payments shall be
made, shall be given by mail, postage prepaid, or by facsimile to non-U.S.
residents, not less than 20 days prior to the payment date stated therein, to
the holders of record of Series B Convertible Preferred Stock, such notice to be
addressed to each such holder at its address as shown by the records of the
Corporation.

          4. Conversion of the Series B Convertible Preferred Stock. The holders
of shares of Series B Convertible Preferred Stock shall have the following
conversion rights:

               4A. Right to Convert. Subject to the terms and conditions of this
paragraph A.4, the holder of any share or shares of Series B Convertible
Preferred Stock shall have the right, at its option at any time, to convert any
such shares of Series B Convertible Preferred Stock into such number of fully
paid and nonassessable shares of Common Stock as is obtained by (i) multiplying
the number of shares of Series B Convertible Preferred Stock so to be converted
by $1,000.00 and (ii) dividing the result by the conversion price of $0.21413527
or in case an adjustment of such price has taken place pursuant to the further
provisions of this paragraph A.4, then by the conversion price as last adjusted
and in effect at the date any share or shares of Series B Convertible Preferred
Stock are surrendered for conversion (such price, or such price as last
adjusted, being referred to as the "Series B Conversion Price"). As further
provided for in paragraph A.4B, such rights of conversion shall be exercised by
the holder thereof by giving written notice that the holder elects to convert a
stated number of shares of Series B Convertible Preferred Stock into Common
Stock and by surrender of a certificate or certificates for the shares so to be
converted to the Corporation at its principal office (or such other office or
agency of the Corporation as the Corporation may designate by notice in writing
to the holders of the Series B Convertible Preferred Stock) at any time during
its usual business hours on the date set forth in such notice, together with a
statement of the name or names (with address) in which the certificate or
certificates for shares of Common Stock shall be issued. Notwithstanding any
other provisions hereof, if a conversion of Series B Convertible Preferred Stock
is to be made in connection with any transaction affecting the Corporation, the
conversion of any shares of Series B Convertible Preferred Stock, may, at the
election of the holder thereof, be conditioned upon the consummation of such
transaction, in which case such conversion shall not be deemed to be effective
until such transaction has been consummated, subject in all events to the terms
hereof applicable to such transaction.

               4B. Issuance of Certificates; Time Conversion Effected. Upon the
delivery of a notice of conversion, the Corporation shall as soon as
practicable, but in any event no later than the later of (i) the day that is
three (3) business days following the Conversion Date and (ii) the day that is
the first business day following the date of surrender of the applicable
certificates for Series B Convertible Preferred Stock (or satisfaction of the
provisions of paragraph A.4N, if applicable), issue and deliver to the
converting holder (or otherwise, at its direction) (a) that number of whole
shares of Common Stock issuable upon conversion of such shares of Series B
Convertible Preferred Stock being converted and (b) a certificate representing
the number of shares of Series B Convertible Preferred Stock not being
converted, if any. Delivery under this paragraph A.4B may be made personally or
by reputable overnight courier or by electronic transmission if the
Corporation's transfer agent is participating in the Depository Trust

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Company's Fast Automated Securities Transfer program. To the extent permitted by
law, the person or persons entitled to receive shares of Common Stock issuable
upon such conversion shall be treated for all purposes as the record holder of
such shares at the close of business on the Conversion Date and such shares
shall be issued and outstanding as of such date. The Series B Conversion Price
shall be determined at the close of business on the Conversion Date, and upon
delivery of the shares of Common Stock issuable upon such conversion, the rights
of the holder of such shares of Series B Convertible Preferred Stock shall
cease; provided, however, that upon any failure to make such delivery on a
timely basis, the rights of the holder of such shares of Series B Convertible
Preferred Stock shall be restored. In the case of any dispute with respect to a
conversion, the Corporation shall promptly issue such number of shares of Common
Stock as are not disputed in accordance with the provisions of this paragraph
A.4.

               4C. Fractional Shares; Partial Conversion. No fractional shares
shall be issued upon conversion of Series B Convertible Preferred Stock into
Common Stock and no payment or adjustment shall be made upon any such conversion
with respect to any cash dividends previously payable on the Common Stock issued
upon such conversion. In case the number of shares of Series B Convertible
Preferred Stock represented by the certificate or certificates surrendered
pursuant to paragraph A.4A exceeds the number of shares converted, the
Corporation shall, upon such conversion, execute and deliver to the holder, at
the expense of the Corporation, a new certificate or certificates for the number
of shares of Series B Convertible Preferred Stock represented by the certificate
or certificates surrendered which are not to be converted. If any fractional
share of Common Stock would, except for the provisions of the first sentence of
this paragraph A.4C, be delivered upon such conversion, the Corporation, in lieu
of delivering such fractional share, shall pay to the holder surrendering the
Series B Convertible Preferred Stock for conversion an amount in cash equal to
the current market price of such fractional share as determined in good faith by
the Board of Directors of the Corporation.

               4D. Subdivision or Combination of Common Stock. In case the
Corporation shall at any time subdivide (by any stock split, stock dividend or
otherwise) its outstanding shares of Common Stock into a greater number of
shares, the Series B Conversion Price in effect immediately prior to such
subdivision shall be proportionately reduced, and, conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of
shares, the Series B Conversion Price in effect immediately prior to such
combination shall be proportionately increased.

               4E. Reorganization or Reclassification. If any capital
reorganization, reclassification, recapitalization, consolidation, merger, sale
of all or substantially all of the Corporation's assets or other similar
transaction (any such transaction being referred to herein as an "Organic
Change") shall be effected in such a way that holders of Common Stock shall be
entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock, then, as a
condition of such Organic Change, lawful and adequate provisions shall be made
whereby each holder of a share or shares of Series B Convertible Preferred Stock
shall thereupon have the right to receive, upon the basis and upon the terms and
conditions specified herein and in lieu of or in addition to, as the case may
be, the shares of Common Stock immediately theretofore receivable upon the
conversion of such share

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or shares of Series B Convertible Preferred Stock such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for a number of outstanding shares of such Common Stock equal to the number of
shares of such Common Stock immediately theretofore receivable upon such
conversion had such Organic Change not taken place, and in any case of a
reorganization or reclassification only appropriate provisions shall be made
with respect to the rights and interests of such holder to the end that the
provisions hereof shall thereafter be applicable, as nearly as may be, in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise of such conversion rights.

               4F. Notice of Adjustment. Upon any adjustment of the Series B
Conversion Price, then and in each such case the Corporation shall give written
notice thereof, by first class mail, postage prepaid, or by facsimile
transmission to non-U.S. residents, addressed to each holder of shares of Series
B Convertible Preferred Stock at the address of such holder as shown on the
books of the Corporation, which notice shall state the Series B Conversion
Price, as applicable, resulting from such adjustment, setting forth in
reasonable detail the method upon which such calculation is based.

               4G. Other Notices. In case at any time:

               (1) the Corporation shall declare any dividend upon its Common
     Stock payable in cash or stock or make any other distribution to the
     holders of its Common Stock;

               (2) the Corporation shall offer for subscription pro rata to the
     holders of its Common Stock any additional shares of stock of any class or
     other rights;

               (3) there shall be any capital reorganization or reclassification
     of the capital stock of the Corporation, or a consolidation or merger of
     the Corporation with or into, or a sale of all or substantially all its
     assets to, another entity or entities; or

               (4) there shall be a voluntary or involuntary dissolution,
     liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by first
class mail, postage prepaid, or by facsimile transmission to non-U.S. residents,
addressed to each holder of any shares of Series B Convertible Preferred Stock
at the address of such holder as shown on the books of the Corporation, (a) at
least 20 days' prior written notice of the date on which the books of the
Corporation shall close or a record shall be taken for such dividend,
distribution or subscription rights or for determining rights to vote in respect
of any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up and (b) in the case of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, at least 20 days' prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause (a) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Stock shall be
entitled thereto and such notice in accordance with the foregoing clause (b)
shall also specify the date on which the holders of Common Stock shall be
entitled to

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exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be.

               4H. Stock to be Reserved. The Corporation will at all times
reserve and keep available out of its authorized Common Stock, solely for the
purpose of issuance upon the conversion of Series B Convertible Preferred Stock
as herein provided, such number of shares of Common Stock as shall then be
issuable upon the conversion of all outstanding shares of Series B Convertible
Preferred Stock. The Corporation covenants that all shares of Common Stock which
shall be so issued shall be duly and validly issued and fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof, and, without limiting the generality of the foregoing, the
Corporation covenants that it will from time to time take all such action as may
be requisite to assure that the par value per share of the Common Stock is at
all times equal to or less than the Series B Conversion Price in effect at the
time. The Corporation will take all such action as may be necessary to assure
that all such shares of Common Stock may be so issued without violation of any
applicable law or regulation, or of any requirement of any national securities
exchange, quotation system or other reporting service upon which the Common
Stock may be listed or reported.

               4I. No Reissuance of Series B Convertible Preferred Stock. Shares
of Series B Convertible Preferred Stock which are converted into shares of
Common Stock as provided herein shall not be reissued.

               4J. Issue Tax. The issuance of certificates for shares of Common
Stock upon conversion of Series B Convertible Preferred Stock shall be made
without charge to the holders thereof for any issuance tax in respect thereof,
provided that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Series B Convertible
Preferred Stock which is being converted.

               4K. Closing of Books. The Corporation will at no time close its
transfer books against the transfer of any shares of Series B Convertible
Preferred Stock or of any shares of Common Stock issued or issuable upon the
conversion of any shares of Series B Convertible Preferred Stock, in any manner
which interferes with the timely conversion of such Series B Convertible
Preferred Stock except as may otherwise be required to comply with applicable
securities laws.

               4L. Limitations on Conversions. The Series B Convertible
Preferred Stock shall not be convertible by a holder thereof to the extent (but
only to the extent) that, if convertible by such holder, such holder would be
the beneficial owner of more than of 4.99% of the shares of Common Stock. For
the purposes of this paragraph, beneficial ownership and all determinations and
calculations related thereto shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and all applicable
rules and regulations. For clarification, it is expressly a term of this
security that the limitations contained

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in this paragraph A.4L shall apply to each successor holder of Series B
Convertible Preferred Stock.

               4M. Mandatory Conversion. Notwithstanding anything herein to the
contrary, all outstanding shares of Series B Convertible Preferred Stock shall
automatically convert to shares of Common Stock pursuant to this paragraph A.4
upon the earliest to occur of the following: (a) the vote or written consent in
lieu of a meeting to so convert of the holders of at least a majority in
interest of the Series B Convertible Preferred Stock, acting separately as one
class; (b) the vote or written consent in lieu of a meeting to so convert of the
holders of at least a majority in interest of the Series D Convertible Preferred
Stock, acting separately as one class, provided that any conversion pursuant to
this item (b) shall be limited to the extent necessary (but only to the extent)
to comply with the provisions of paragraph A.4L; (c) 10 days written notice from
the Corporation, provided that any conversion pursuant to this item (c) shall be
limited to the extent necessary (but only to the extent) to comply with the
provisions of paragraph A.4L; (d) a Liquidation Event, including without
limitation any deemed Liquidation Event pursuant to paragraph B.3D; or (e) the
conversion of all the outstanding shares of Series D Convertible Preferred Stock
pursuant to paragraph B.5O.

               4N. Lost or Stolen Certificates. Upon receipt by the Corporation
of (i) evidence of the loss, theft, destruction or mutilation of any valid
certificate(s) for Series B Convertible Preferred Stock and (ii) (a) in the case
of loss, theft or destruction any valid certificate(s) for Series B Convertible
Preferred Stock, of indemnity reasonably satisfactory to the Corporation, or (b)
in the case of mutilation, upon surrender and cancellation of any valid
certificate(s) for Series B Convertible Preferred Stock, the Corporation shall
execute and deliver new certificate(s) for Series B Convertible Preferred Stock
of like tenor and date. However, the Corporation shall not be obligated to
reissue such lost, stolen, destroyed or mutilated certificate(s) for Series B
Convertible Preferred Stock if the holder thereof contemporaneously requests the
Corporation to convert all of the Series B Convertible Preferred Stock
represented by such certificate(s).

          5. Relative Rights of Series B Convertible Preferred Stock.
Notwithstanding anything herein to the contrary, all outstanding shares of
Series B Convertible Preferred Stock shall rank pari passu with the Common Stock
upon dissolution, liquidation or winding up of the Corporation, and all
preferences, voting powers, relative, participating, optional or other special
rights and privileges, and qualifications, limitations, or restrictions of the
Series B Convertible Preferred Stock are expressly made subject and subordinate
to those that may be fixed with respect to any other shares of the Preferred
Stock, including without limitation any series of Preferred Stock hereafter
created (except to the extent that the terms of such series expressly provide to
the contrary).

          B. SERIES D CONVERTIBLE PREFERRED STOCK

          1. Voting.

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               1A. General. Except as may be otherwise provided in these terms
of Preferred Stock or by law, the Series D Convertible Preferred Stock shall
vote together with all other classes and series of stock of the Corporation as a
single class on all actions to be taken by the stockholders of the Corporation.
Each share of Series D Convertible Preferred Stock shall entitle the holder
thereof to such number of votes per share on each such action as shall equal the
number of shares of Common Stock (including fractions of a share) into which
each share of Series D Convertible Preferred Stock is then convertible.

               1B. Board Size. Subject to the provisions of paragraph B.1C
below, the Corporation shall not, without the written consent or affirmative
vote of the holders of at least a majority in interest of the then outstanding
shares of Series D Convertible Preferred Stock, given in writing or by vote at a
meeting, consenting or voting (as the case may be) separately as one class,
increase the maximum number of directors constituting the Board of Directors to
a number in excess of seven.

               1C. Board Seats. Subject to the express provisions of this
paragraph B.1C, the holders of the Series D Convertible Preferred Stock, voting
separately as one class, shall be entitled to elect four (4) directors of the
Corporation, three of which directors (the "Edison Directors") shall be
nominated by Edison Venture Fund V, L.P. or one of its affiliated entities
("Edison") and one of which directors (the "Cross Atlantic Director") shall be
nominated by Cross Atlantic Technology Fund II, L.P. or one of its affiliated
entities ("Cross Atlantic"). At any meeting (or in a written consent in lieu
thereof) held for the purpose of electing directors, the presence in person or
by proxy (or the written consent) of the holders of at least a majority in
interest of the then outstanding shares of Series D Convertible Preferred Stock
shall constitute a quorum of the Series D Convertible Preferred Stock for the
election of directors to be elected solely by the holders of the Series D
Convertible Preferred Stock. A vacancy in any directorship elected by the
holders of the Series D Convertible Preferred Stock shall be filled only by a
person nominated by (i) Edison, if such directorship was one filled by a
director nominated by Edison, or (ii) Cross Atlantic, if such directorship was
one filled by a director nominated by Cross Atlantic, in each case with such new
director to be ratified at the next succeeding annual meeting of stockholders
(or written consent in lieu thereof) at which his or her respective term as a
director expires, if such new director is nominated at such meeting (or written
consent in lieu thereof), by vote or written consent of the holders of the
Series D Convertible Preferred Stock, consenting or voting, as the case may be,
separately as one class and in accordance with the terms of this paragraph B.1C.
The directors to be elected by the holders of the Series D Convertible Preferred
Stock, voting separately as one class, shall serve for terms extending from the
date of their election and qualification until the time of the next succeeding
annual meeting of stockholders at which their respective term as a director
expires and until their successors have been elected and qualified. The Board of
Directors shall be entitled to exercise its full powers under applicable law
during the pendency of any vacancy on the Board of Directors.

               Upon Edison and Cross Atlantic holding, in the aggregate, less
than 40% of the Series D Convertible Preferred Stock initially acquired by them
pursuant to the Purchase Agreement, the aggregate number of board members
representing the holders of the Series D Convertible Preferred Stock shall be
reduced to three (3) and Edison will lose the right to

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                                      -10-

nominate one of the Edison Directors. Then, upon Edison and Cross Atlantic
holding, in the aggregate, less than 30% of the Series D Convertible Preferred
Stock initially acquired by them pursuant to the Purchase Agreement, the
aggregate number of board members representing the holders of the Series D
Convertible Preferred Stock shall be reduced to two (2) and Edison will lose the
right to nominate an additional Edison Director. Next, upon Edison and Cross
Atlantic holding, in the aggregate, less than 20% of the Series D Convertible
Preferred Stock initially acquired by them pursuant to the Purchase Agreement,
the aggregate number of board members representing the holders of the Series D
Convertible Preferred Stock shall be reduced to one (1) and Cross Atlantic will
lose the right to nominate the Cross Atlantic Director. Finally, upon Edison and
Cross Atlantic holding, in the aggregate, less than 10% of the Series D
Convertible Preferred Stock initially acquired by them pursuant to the Purchase
Agreement, the aggregate number of board members representing the holders of the
Series D Convertible Preferred Stock shall be reduced to zero (0) and Edison
will lose the right to nominate its remaining Edison Director.

               Notwithstanding any of the percentages noted in the paragraph
immediately above, in the event that Edison or Cross Atlantic, respectively, no
longer holds any shares of the Series D Convertible Preferred Stock, such party
shall no longer be entitled to nominate any members of the Board of Directors
and the other party, to the extent permitted based on the percentages noted in
the paragraph immediately above, shall have the right to nominate any remaining
board positions provided for under this paragraph B.1C. In determining the
percentages and the number of shares of Series D Convertible Preferred Stock set
forth in this paragraph B.1C, (i) any shares of the Common Stock issued upon the
conversion of the Series D Convertible Preferred Stock and (ii) any shares
transferred by Edison or Cross Atlantic to any Person (a) who is an "affiliated
person" of Edison or Cross Atlantic, as that term is defined in the Investment
Company Act of 1940, or (b) who is a partner of Edison or Cross Atlantic, shall
be included in such determinations.

          2. Dividends.

               2A. Dividends Generally. In the event the Board of Directors of
the Corporation shall declare a dividend (other than a dividend payable in
Common Stock) payable upon the then outstanding shares of the Common Stock of
the Corporation, the Board of Directors shall declare at the same time a
dividend upon the then outstanding shares of Series D Convertible Preferred
Stock, payable at the same time as the dividend paid on the Common Stock, in an
amount equal to the amount of dividends per share of Series D Convertible
Preferred Stock as would have been payable on the largest number of whole shares
of Common Stock into which all shares of Series D Convertible Preferred Stock
held by each holder thereof if such Series D Convertible Preferred Stock had
been converted to Common Stock pursuant to the provisions of paragraph B.5
hereof as of the record date for the determination of holders of Common Stock
entitled to receive such dividends. All dividends declared upon the Series D
Convertible Preferred Stock pursuant to this paragraph B.2A shall be declared
and paid pro rata per share.

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                                      -11-

               2B. Accruing Dividends. From and after the date of the issuance
of any shares of Series D Convertible Preferred Stock, the holders of such
shares of the Series D Convertible Preferred Stock shall be entitled to receive,
out of funds legally available therefor, whether or not declared by the Board of
Directors, dividends at the rate per annum of seven percent (7%) calculated
based on an amount of $0.015 per share, calculated daily based on the actual
number of days elapsed over a year of 360 days (the "Accruing Dividends").
Accruing Dividends shall accrue from day to day, whether or not earned or
declared, shall be cumulative, and shall be paid quarterly beginning September
30, 2003, unless paid sooner upon the occurrence of a Liquidation Event (as
provided in paragraph B.3), on March 31, June 30, September 30 and December 31
of each year (or the first business day thereafter if and when any such date is
a date on which banks in the State of New Jersey are generally not open for
business) out of funds legally available therefor. At the election of the Board
of Directors of the Corporation, Accruing Dividends shall be paid in the form of
cash or shares of Common Stock (if the Common Stock is then listed on any
national securities exchange, quotation system or other reporting system, then
based upon the average 4:00 p.m. closing sales price for the ten trading days
preceding the date of the declaration of the dividend and, otherwise, as
determined in good faith by the Board of Directors of the Corporation);
provided, however, that upon any Liquidation Event (as provided in paragraph
B.3) all Accruing Dividends shall be paid in the form of consideration being
paid to all other stockholders of the Corporation in such Liquidation Event.
Dividends paid in shares of Common Stock shall be paid in full shares only.
Dividends paid in cash shall be mailed to the holders of record of the Series D
Convertible Preferred Stock as their names and addresses appear on the share
register of the Corporation or at the office of the transfer agent on the
corresponding dividend payment date. The holders of Series D Convertible
Preferred Stock will receive written notification from the Corporation or the
transfer agent if a dividend is paid in Common Stock, which notification will
specify the number of shares of Common Stock paid as a dividend and the
recipient's aggregate record holdings of Common Stock as of that dividend
payment date and after giving effect to the dividend.

          3. Liquidation, Dissolution and Winding-up.

               3A. Liquidation. Upon any liquidation, dissolution or winding up
of the Corporation (a "Liquidation Event"), whether voluntary or involuntary,
the holders of the shares of Series D Convertible Preferred Stock shall be
entitled, before any distribution or payment is made upon any stock ranking on
liquidation junior to the Series D Convertible Preferred Stock, to be paid an
amount equal to $0.015 per share (which amount shall be subject to equitable
adjustment whenever there shall occur a stock split, stock dividend,
reclassification of shares or other similar event affecting the Series D
Convertible Preferred Stock) plus, in the case of each share, an amount equal to
any Accruing Dividends unpaid thereon (whether or not declared), computed to the
date payment thereof is made available (as so adjusted from time to time, the
"Series D Liquidation Preference"). Upon any such liquidation, dissolution or
winding up of the Corporation, immediately after the holders of Series D
Convertible Preferred Stock and holders of any class of stock ranking equally
with the Series D Convertible Preferred Stock shall have been paid in full the
amounts to which they shall be entitled, the remaining assets of the Corporation
available for distribution shall be distributed ratably among the holders of
Common Stock.

<PAGE>

                                      -12-

               3B. Insufficient Funds. If upon such liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the assets to
be distributed among the holders of Series D Convertible Preferred Stock shall
be insufficient to permit payment to the holders of Series D Convertible
Preferred Stock of the amount distributable as aforesaid, then the entire assets
of the Corporation to be so distributed shall be distributed ratably among the
holders of Series D Convertible Preferred Stock.

               3C. Notice. Written notice of such liquidation, dissolution or
winding up, stating a payment date and the place where said payments shall be
made, shall be given by mail, postage prepaid, or by facsimile to non-U.S.
residents, not less than 20 days prior to the payment date stated therein, to
the holders of record of Series D Convertible Preferred Stock, such notice to be
addressed to each such holder at its address as shown by the records of the
Corporation.

               3D. Certain Transactions Treated as Liquidation. The (x)
consolidation or merger of the Corporation into or with any other entity or
entities (except a consolidation or merger into a Subsidiary or merger in which
the Corporation is the surviving corporation and the holders of the
Corporation's voting stock outstanding immediately prior to the transaction hold
a majority of the voting stock outstanding immediately following the
transaction), (y) the sale or transfer by the Corporation of all or
substantially all its assets, or (z) the sale, exchange or transfer by the
Corporation's stockholders, in a single transaction or series of related
transactions, of capital stock representing a majority of the voting power at
elections of directors of the Corporation, shall be deemed to be a Liquidation
Event within the meaning of the provisions of this paragraph B.3 (subject to the
provisions of this paragraph B.3 and not the provisions of paragraph B.5G
hereof, unless paragraph B.5G is elected in the following proviso); provided,
however, that the holders of at least a majority in interest of the then
outstanding shares of Series D Convertible Preferred Stock shall have the right
to elect the benefits of the provisions of paragraph B.5G in lieu of receiving
payment in liquidation, dissolution or winding up of the Corporation pursuant to
this paragraph B.3; provided further, however, that for the purposes of item (z)
above, in no event shall a Transfer of shares of Series D Convertible Preferred
Stock (or the Common Stock issuable upon conversion thereof) that is not in
connection with corporate reorganization or sale of the Corporation approved by
the Board of Directors be deemed to be a Liquidation Event within the meaning of
the provisions of this paragraph B.3 unless a majority of the Board of
Directors, including at least one (1) director that was not elected solely by
the holders of the Series D Convertible Preferred Stock pursuant to paragraph
B.1C, shall determine in good faith that such Transfer should, based on the
facts and circumstances, be deemed a Liquidation Event.

               3E. Distributions of Property. Whenever the distribution provided
for in this paragraph B.3 shall be payable in property other than cash, the
value of such distribution shall be the fair market value of such property as
determined in good faith by the Board of Directors of the Corporation.

          4. Restrictions. At any time when shares of Series D Convertible
Preferred Stock are outstanding, except where the vote or written consent of the
holders of a greater number of

<PAGE>

                                      -13-

shares of the Corporation is required by law or by the Amended and Restated
Certificate of Incorporation of the Corporation, and in addition to any other
vote required by law or the Amended and Restated Certificate of Incorporation of
the Corporation, without the written consent of the holders of at least a
majority in interest of the then outstanding shares of Series D Convertible
Preferred Stock, given in writing or by a vote at a meeting, consenting or
voting (as the case may be) separately as one class, the Corporation will not:

               4A. Sale of the Corporation or Liquidation Event. Agree to or
enter into any agreement with respect to (x) the Sale of the Corporation, (y) a
Liquidation Event or (z) any other recapitalization, reorganization, sale of a
significant portion of the assets of the Corporation or similar event.

               4B. Additional Class of Stock. Create or authorize the creation
of any additional class or series of shares of stock unless the same ranks
junior to the Series D Convertible Preferred Stock, as to dividends and the
distribution of assets on the liquidation, dissolution and winding up of the
Corporation and with respect to the payment of dividends and redemption rights
(in all cases, whether such rights and preferences exist by contract or under
the terms of the Corporation's Amended and Restated Certificate of Incorporation
or otherwise); or increase the authorized amount of any additional class or
series of shares of stock unless the same ranks junior to Series D Convertible
Preferred Stock as to dividends and the distribution of assets on the
liquidation, dissolution and winding up of the Corporation and with respect to
the payment of dividends and redemption rights (in all cases, whether such
rights and preferences exist by contract or under the terms of the Corporation's
Amended and Restated Certificate of Incorporation or otherwise); or create or
authorize any obligation or security convertible into shares of Series D
Convertible Preferred Stock or into shares of any other class or series of stock
unless the same ranks junior to the Series D Convertible Preferred Stock as to
dividends and the distribution of assets on the liquidation, dissolution and
winding up of the Corporation and with respect to the payment of dividends and
redemption rights (in all cases, whether such rights and preferences exist by
contract or under the terms of the Corporation's Amended and Restated
Certificate of Incorporation or otherwise), whether any such creation,
authorization or increase shall be by means of amendment to the Corporation's
Amended and Restated Certificate of Incorporation, or by merger, consolidation
or otherwise.

               4C. Issuance of Additional Securities. Issue or sell any equity
securities of the Corporation or securities that are convertible into equity
securities of the Corporation, other than any issuance of Reserved Employee
Shares pursuant to options and other rights granted under equity compensation
plans approved by the Corporation's stockholders.

               4D. Certificate of Incorporation, Bylaws and Authorized Shares.
Make any material amendment to or repeal any provision of the Corporation's
Amended and Restated Certificate of Incorporation or Bylaws, as amended;
provided that the parties hereto agree and acknowledge that each of the
following shall be considered a material amendment for the purposes hereof: (i)
any amendment to the rights, preferences and privileges of any series of
Preferred Stock, (ii) an increase or decrease in the number of authorized shares
of Common Stock or Preferred Stock of the Corporation (or any series of
Preferred Stock of the Corporation),

<PAGE>

                                      -14-

and (iii) any designation of the rights, preferences or privileges of the shares
of Preferred Stock which may from time to time be undesignated as to series.

          5. Conversion of the Series D Convertible Preferred Stock. The holders
of shares of Series D Convertible Preferred Stock shall have the following
conversion rights:

               5A. Right to Convert. Subject to the terms and conditions of this
paragraph B.5, the holder of any share or shares of Series D Convertible
Preferred Stock shall have the right, at its option at any time, to convert any
such shares of Series D Convertible Preferred Stock (except that upon any
liquidation of the Corporation the right of conversion shall terminate at the
close of business on the business day fixed for payment of the amounts
distributable on the Series D Convertible Preferred Stock) into such number of
fully paid and nonassessable shares of Common Stock as is obtained by (i)
multiplying the number of shares of Series D Convertible Preferred Stock so to
be converted by the Series D Liquidation Preference and (ii) dividing the result
by the conversion price of $0.015 per share or in case an adjustment of such
price has taken place pursuant to the further provisions of this paragraph B.5,
then by the conversion price as last adjusted and in effect at the date any
share or shares of Series D Convertible Preferred Stock are surrendered for
conversion (such price, or such price as last adjusted, being referred to as the
"Series D Conversion Price"). As further provided for in paragraph B.5B, such
rights of conversion shall be exercised by the holder thereof by giving written
notice that the holder elects to convert a stated number of shares of Series D
Convertible Preferred Stock into Common Stock and by surrender of a certificate
or certificates for the shares so to be converted to the Corporation at its
principal office (or such other office or agency of the Corporation as the
Corporation may designate by notice in writing to the holders of the Series D
Convertible Preferred Stock) at any time during its usual business hours on the
date set forth in such notice, together with a statement of the name or names
(with address) in which the certificate or certificates for shares of Common
Stock shall be issued. Notwithstanding any other provisions hereof, if a
conversion of Series D Convertible Preferred Stock is to be made in connection
with any transaction affecting the Corporation, the conversion of any shares of
Series D Convertible Preferred Stock, may, at the election of the holder
thereof, be conditioned upon the consummation of such transaction, in which case
such conversion shall not be deemed to be effective until such transaction has
been consummated, subject in all events to the terms hereof applicable to such
transaction.

               5B. Issuance of Certificates; Time Conversion Effected. Upon the
delivery of a notice of conversion, the Corporation shall as soon as
practicable, but in any event no later than the later of (i) the day that is
three (3) business days following the Conversion Date and (ii) the day that is
the first business day following the date of surrender of the applicable
certificates for Series D Convertible Preferred Stock (or satisfaction of the
provisions of paragraph B.5P, if applicable), issue and deliver to the
converting holder (or otherwise, at its direction) (a) that number of whole
shares of Common Stock issuable upon conversion of such shares of Series D
Convertible Preferred Stock being converted and (b) a certificate representing
the number of shares of Series D Convertible Preferred Stock not being
converted, if any. Delivery under this paragraph B.5B may be made personally or
by reputable overnight courier or by electronic transmission if the
Corporation's transfer agent is participating in the Depository Trust

<PAGE>

                                      -15-

Company's Fast Automated Securities Transfer program. To the extent permitted by
law, the person or persons entitled to receive shares of Common Stock issuable
upon such conversion shall be treated for all purposes as the record holder of
such shares at the close of business on the Conversion Date and such shares
shall be issued and outstanding as of such date. The Series D Conversion Price
shall be determined at the close of business on the Conversion Date, and upon
delivery of the shares of Common Stock issuable upon such conversion, the rights
of the holder of such shares of Series D Convertible Preferred Stock shall
cease; provided, however, that upon any failure to make such delivery on a
timely basis, the rights of the holder of such shares of Series D Convertible
Preferred Stock shall be restored. In the case of any dispute with respect to a
conversion, the Corporation shall promptly issue such number of shares of Common
Stock as are not disputed in accordance with the provisions of this paragraph
B.5.

               5C. Fractional Shares; Partial Conversion. No fractional shares
shall be issued upon conversion of Series D Convertible Preferred Stock into
Common Stock and no payment or adjustment shall be made upon any such conversion
with respect to any cash dividends previously payable on the Common Stock issued
upon such conversion. In case the number of shares of Series D Convertible
Preferred Stock represented by the certificate or certificates surrendered
pursuant to paragraph B.5A exceeds the number of shares converted, the
Corporation shall, upon such conversion, execute and deliver to the holder, at
the expense of the Corporation, a new certificate or certificates for the number
of shares of Series D Convertible Preferred Stock represented by the certificate
or certificates surrendered which are not to be converted. If any fractional
share of Common Stock would, except for the provisions of the first sentence of
this paragraph B.5C, be delivered upon such conversion, the Corporation, in lieu
of delivering such fractional share, shall pay to the holder surrendering the
Series D Convertible Preferred Stock for conversion an amount in cash equal to
the current market price of such fractional share as determined in good faith by
the Board of Directors of the Corporation.

               5D. Adjustment of Series D Conversion Price Upon Issuance of
Common Stock. Except as provided in paragraphs B.5E and 5F, if and whenever the
Corporation shall issue or sell, or is, in accordance with subparagraphs B.5D(1)
through B.5D(7), deemed to have issued or sold, any shares of Common Stock for a
consideration per share less than the Series D Conversion Price (the "Applicable
Conversion Price") in effect immediately prior to the time of such issue or
sale, (such number being appropriately adjusted to reflect the occurrence of any
event described in paragraph B.5F), then, forthwith upon such issue or sale, the
Applicable Conversion Price shall be reduced to the price determined by dividing
(i) an amount equal to the sum of (a) the number of shares of Common Stock
outstanding immediately prior to such issue (including, for this purpose, shares
of Common Stock issuable upon conversion of the Series D Convertible Preferred
Stock) or sale multiplied by the then existing Applicable Conversion Price and
(b) the consideration, if any, received by the Corporation upon such issue or
sale, by (ii) an amount equal to the sum of (a) the total number of shares of
Common Stock outstanding immediately prior to such issue or sale (including, for
this purpose, shares of Common Stock issuable upon conversion of the Series D
Convertible Preferred Stock) and (b) the total number of shares of Common Stock
issuable in such issue or sale.

<PAGE>

                                      -16-

               For purposes of this paragraph B.5D, the following subparagraphs
B.5D(1) to B.5D(7) shall also be applicable:

               5D(1) Issuance of Rights or Options. In case at any time the
     Corporation shall in any manner grant (whether directly or by assumption in
     a merger or otherwise) any warrants or other rights to subscribe for or to
     purchase, or any options for the purchase of, Common Stock or any stock or
     security convertible into or exchangeable for Common Stock (such warrants,
     rights or options being called "Options" and such convertible or
     exchangeable stock or securities being called "Convertible Securities")
     whether or not such Options or the right to convert or exchange any such
     Convertible Securities are immediately exercisable, and the price per share
     for which Common Stock is issuable upon the exercise of such Options or
     upon the conversion or exchange of such Convertible Securities (determined
     by dividing (i) the total amount, if any, received or receivable by the
     Corporation as consideration for the granting of such Options, plus the
     minimum aggregate amount of additional consideration payable to the
     Corporation upon the exercise of all such Options, plus, in the case of
     such Options which relate to Convertible Securities, the minimum aggregate
     amount of additional consideration, if any, payable upon the issue or sale
     of such Convertible Securities and upon the conversion or exchange thereof,
     by (ii) the total maximum number of shares of Common Stock issuable upon
     the exercise of such Options or upon the conversion or exchange of all such
     Convertible Securities issuable upon the exercise of such Options) shall be
     less than the Series D Conversion Price in effect immediately prior to the
     time of the granting of such Options, then the total maximum number of
     shares of Common Stock issuable upon the exercise of such Options or upon
     conversion or exchange of the total maximum amount of such Convertible
     Securities issuable upon the exercise of such Options shall be deemed to
     have been issued for such price per share as of the date of granting of
     such Options or the issuance of such Convertible Securities and thereafter
     shall be deemed to be outstanding. Except as otherwise provided in
     subparagraph B.5D(3), no adjustment of the Series D Conversion Price shall
     be made upon the actual issue of such Common Stock or of such Convertible
     Securities upon exercise of such Options or upon the actual issue of such
     Common Stock upon conversion or exchange of such Convertible Securities.

               5D(2) Issuance of Convertible Securities. In case the Corporation
     shall in any manner issue (whether directly or by assumption in a merger or
     otherwise) or sell any Convertible Securities, whether or not the rights to
     exchange or convert any such Convertible Securities are immediately
     exercisable, and the price per share for which Common Stock is issuable
     upon such conversion or exchange (determined by dividing (i) the total
     amount received or receivable by the Corporation as consideration for the
     issue or sale of such Convertible Securities, plus the minimum aggregate
     amount of additional consideration, if any, payable to the Corporation upon
     the conversion or exchange thereof, by (ii) the total maximum number of
     shares of Common Stock issuable upon the conversion or exchange of all such
     Convertible Securities) shall be less than the Series D Conversion Price in
     effect immediately prior to the time of such issue or sale, then the total
     maximum number of shares of Common Stock issuable upon conversion or
     exchange of all such Convertible Securities shall be deemed to have been
     issued for such price per share as of the date of the

<PAGE>

                                      -17-

     issue or sale of such Convertible Securities and thereafter shall be deemed
     to be outstanding, provided that (a) except as otherwise provided in
     subparagraph B.5D(3), no adjustment of the Series D Conversion Price shall
     be made upon the actual issue of such Common Stock upon conversion or
     exchange of such Convertible Securities and (b) if any such issue or sale
     of such Convertible Securities is made upon exercise of any Options to
     purchase any such Convertible Securities for which adjustments of the
     Series D Conversion Price have been or are to be made pursuant to other
     provisions of this paragraph B.5D, no further adjustment of the Series D
     Conversion Price shall be made by reason of such issue or sale.

               5D(3) Change in Option Price or Conversion Rate. Upon the
     happening of any of the following events, namely, if the purchase price
     provided for in any Option referred to in subparagraph B.5D(1), the
     additional consideration, if any, payable upon the conversion or exchange
     of any Convertible Securities referred to in subparagraph B.5D(1) or
     B.5D(2), or the rate at which Convertible Securities referred to in
     subparagraph B.5D(1) or B.5D(2) are convertible into or exchangeable for
     Common Stock shall change at any time (including, but not limited to,
     changes under or by reason of provisions designed to protect against
     dilution), the Series D Conversion Price in effect at the time of such
     event shall forthwith be readjusted (in each case by an amount equal to not
     less than one tenth of one cent ($.001)) to the Series D Conversion Price
     which would have been in effect at such time had such Options or
     Convertible Securities still outstanding provided for such changed purchase
     price, additional consideration or conversion rate, as the case may be, at
     the time initially granted, issued or sold; and on the expiration of any
     such Option or the termination of any such right to convert or exchange
     such Convertible Securities, the Series D Conversion Price then in effect
     hereunder shall forthwith be increased to the Conversion Price which would
     have been in effect at the time of such expiration or termination had such
     Option or Convertible Securities, to the extent outstanding immediately
     prior to such expiration or termination, never been issued.

               5D(4) Stock Dividends. In case the Corporation shall declare a
     dividend or make any other distribution upon any stock of the Corporation
     payable in Common Stock (except for the issue of stock dividends or
     distributions upon the outstanding Common Stock for which adjustment is
     made pursuant to paragraph B.5F), Options or Convertible Securities, any
     Common Stock, Options or Convertible Securities, as the case may be,
     issuable in payment of such dividend or distribution shall be deemed to
     have been issued or sold without consideration.

               5D(5) Consideration for Stock. In case any shares of Common
     Stock, Options or Convertible Securities shall be issued or sold for cash,
     the consideration received therefor shall be deemed to be the amount
     received by the Corporation therefor, without deduction therefrom of any
     expenses incurred or any underwriting commissions or concessions paid or
     allowed by the Corporation in connection therewith. In case any shares of
     Common Stock, Options or Convertible Securities shall be issued or sold for
     a consideration other than cash, the amount of the consideration other than
     cash received by the Corporation shall be deemed to be the fair value of
     such consideration as determined in good faith by the Board

<PAGE>

                                      -18-

     of Directors of the Corporation, without deduction of any expenses incurred
     or any underwriting commissions or concessions paid or allowed by the
     Corporation in connection therewith. In case any Options shall be issued in
     connection with the issue and sale of other securities of the Corporation,
     together comprising one integral transaction in which no specific
     consideration is allocated to such Options by the parties thereto, such
     Options shall be deemed to have been issued for such consideration as
     determined in good faith by the Board of Directors of the Corporation.

               5D(6) Record Date. In case the Corporation shall take a record of
     the holders of its Common Stock for the purpose of entitling them (i) to
     receive a dividend or other distribution payable in Common Stock, Options
     or Convertible Securities or (ii) to subscribe for or purchase Common
     Stock, Options or Convertible Securities, then such record date shall be
     deemed to be the date of the issue or sale of the shares of Common Stock
     deemed to have been issued or sold upon the declaration of such dividend or
     the making of such other distribution or the date of the granting of such
     right of subscription or purchase, as the case may be.

               5D(7) Treasury Shares. The number of shares of Common Stock
     outstanding at any given time shall not include shares owned or held by or
     for the account of the Corporation, and the disposition of any such shares
     shall be considered an issue or sale of Common Stock for the purpose of
     this paragraph B.5D.

               5E. Certain Issues of Common Stock Excepted. Anything herein to
the contrary notwithstanding, the Corporation shall not be required to make any
adjustment of the Series D Conversion Price in the case of the issuance of (i)
shares of Common Stock issuable upon conversion of the Preferred Stock, (ii)
Reserved Employee Shares (as defined in paragraph B.6 hereof), (iii) shares of
Common Stock or Series D Convertible Preferred Stock issuable upon the exercise
of warrants outstanding as of the date of the filing of this Amended and
Restated Certificate of Incorporation or issued pursuant to the Series D
Purchase Agreement, (iv) shares of Common Stock or options or warrants
exercisable for Common Stock in connection with a line of credit or similar bank
facility financing with a traditional commercial lender or a joint venture,
licensing, development, technology, equipment leasing, marketing or similar
customer or strategic relationship approved by the Board of Directors of the
Corporation and which is not for the primary purpose of raising additional
capital, (v) shares of Common Stock or options or warrants exercisable for
Common Stock in consideration for the acquisition (whether by merger or
otherwise) by the Corporation of all or substantially all of the capital stock
or assets of any other entity and (vi) shares of Series D Convertible Preferred
Stock issued pursuant to the Exchange Agreement.

               5F. Subdivision or Combination of Common Stock. In case the
Corporation shall at any time subdivide (by any stock split, stock dividend or
otherwise) its outstanding shares of Common Stock into a greater number of
shares, the Series D Conversion Price in effect immediately prior to such
subdivision shall be proportionately reduced, and, conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller

<PAGE>

                                      -19-

number of shares, the Series D Conversion Price in effect immediately prior to
such combination shall be proportionately increased.

               5G. Reorganization or Reclassification. If any Organic Change
shall be effected in such a way that holders of Common Stock shall be entitled
to receive (either directly or upon subsequent liquidation) stock, securities or
assets with respect to or in exchange for Common Stock, then, as a condition of
such Organic Change, lawful and adequate provisions shall be made whereby each
holder of a share or shares of Series D Convertible Preferred Stock shall
thereupon have the right to receive, upon the basis and upon the terms and
conditions specified herein and in lieu of or in addition to, as the case may
be, the shares of Common Stock immediately theretofore receivable upon the
conversion of such share or shares of Series D Convertible Preferred Stock such
shares of stock, securities or assets as may be issued or payable with respect
to or in exchange for a number of outstanding shares of such Common Stock equal
to the number of shares of such Common Stock immediately theretofore receivable
upon such conversion had such Organic Change not taken place, and in any case of
a reorganization or reclassification only appropriate provisions shall be made
with respect to the rights and interests of such holder to the end that the
provisions hereof (including without limitation provisions for adjustments of
the Series D Conversion Price) shall thereafter be applicable, as nearly as may
be, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise of such conversion rights.

               5H. Notice of Adjustment. Upon any adjustment of the Series D
Conversion Price, then and in each such case the Corporation shall give written
notice thereof, by first class mail, postage prepaid, or by facsimile
transmission to non-U.S. residents, addressed to each holder of shares of Series
D Convertible Preferred Stock at the address of such holder as shown on the
books of the Corporation, which notice shall state the Series D Conversion
Price, as applicable, resulting from such adjustment, setting forth in
reasonable detail the method upon which such calculation is based.

               5I. Other Notices. In case at any time:

               (1) the Corporation shall declare any dividend upon its Common
     Stock payable in cash or stock or make any other distribution to the
     holders of its Common Stock;

               (2) the Corporation shall offer for subscription pro rata to the
     holders of its Common Stock any additional shares of stock of any class or
     other rights;

               (3) there shall be any capital reorganization or reclassification
     of the capital stock of the Corporation, or a consolidation or merger of
     the Corporation with or into, or a sale of all or substantially all its
     assets to, another entity or entities; or

               (4) there shall be a voluntary or involuntary dissolution,
     liquidation or winding up of the Corporation;

<PAGE>

                                      -20-

then, in any one or more of said cases, the Corporation shall give, by first
class mail, postage prepaid, or by facsimile transmission to non-U.S. residents,
addressed to each holder of any shares of Series D Convertible Preferred Stock
at the address of such holder as shown on the books of the Corporation, (a) at
least 20 days' prior written notice of the date on which the books of the
Corporation shall close or a record shall be taken for such dividend,
distribution or subscription rights or for determining rights to vote in respect
of any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up and (b) in the case of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, at least 20 days' prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause (a) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Stock shall be
entitled thereto and such notice in accordance with the foregoing clause (b)
shall also specify the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up, as the case may be.

               5J. Stock to be Reserved. The Corporation will at all times
reserve and keep available out of its authorized Common Stock, solely for the
purpose of issuance upon the conversion of Series D Convertible Preferred Stock
as herein provided, such number of shares of Common Stock as shall then be
issuable upon the conversion of all outstanding shares of Series D Convertible
Preferred Stock. The Corporation covenants that all shares of Common Stock which
shall be so issued shall be duly and validly issued and fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof, and, without limiting the generality of the foregoing, the
Corporation covenants that it will from time to time take all such action as may
be requisite to assure that the par value per share of the Common Stock is at
all times equal to or less than the Series D Conversion Price in effect at the
time. The Corporation will take all such action as may be necessary to assure
that all such shares of Common Stock may be so issued without violation of any
applicable law or regulation, or of any requirement of any national securities
exchange, quotation system or other reporting service upon which the Common
Stock may be listed or reported.

               5K. No Reissuance of Series D Convertible Preferred Stock. Shares
of Series D Convertible Preferred Stock which are converted into shares of
Common Stock as provided herein shall not be reissued.

               5L. Issue Tax. The issuance of certificates for shares of Common
Stock upon conversion of Series D Convertible Preferred Stock shall be made
without charge to the holders thereof for any issuance tax in respect thereof,
provided that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Series D Convertible
Preferred Stock which is being converted.

               5M. Closing of Books. The Corporation will at no time close its
transfer books against the transfer of any shares of Series D Convertible
Preferred Stock or of any shares

<PAGE>

                                      -21-

of Common Stock issued or issuable upon the conversion of any shares of Series D
Convertible Preferred Stock, in any manner which interferes with the timely
conversion of such Series D Convertible Preferred Stock except as may otherwise
be required to comply with applicable securities laws.

               5N. Definition of Common Stock. As used in paragraph A.4 and this
paragraph B.5, the term "Common Stock" shall mean and include the Corporation's
authorized Common Stock, par value $.001 per share, as constituted on the date
of filing of these terms of the Preferred Stock, and shall also include any
capital stock of any class of the Corporation thereafter authorized which shall
neither be limited to a fixed sum or percentage of par value in respect of the
rights of the holders thereof to participate in dividends nor entitled to a
preference in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation; provided that the
shares of Common Stock receivable upon conversion of shares of Series B
Convertible Preferred Stock or Series D Convertible Preferred Stock shall
include only shares designated as Common Stock of the Corporation on the date of
filing of this instrument, or in case of any reorganization or reclassification
of the outstanding shares thereof, the stock, securities or assets provided for
in paragraph A.4E and paragraph B.5G.

               5O. Mandatory Conversion. All outstanding shares of Series D
Preferred Stock shall automatically convert to shares of Common Stock pursuant
to this paragraph B.5 upon the vote or written consent in lieu of a meeting to
so convert of the holders of at least a majority in interest of the Series D
Convertible Preferred Stock, acting separately as one class.

               5P. Lost or Stolen Certificates. Upon receipt by the Corporation
of (i) evidence of the loss, theft, destruction or mutilation of any valid
certificate(s) for Series D Convertible Preferred Stock and (ii) (a) in the case
of loss, theft or destruction any valid certificate(s) for Series D Convertible
Preferred Stock, of indemnity reasonably satisfactory to the Corporation, or (b)
in the case of mutilation, upon surrender and cancellation of any valid
certificate(s) for Series D Convertible Preferred Stock, the Corporation shall
execute and deliver new certificate(s) for Series D Convertible Preferred Stock
of like tenor and date. However, the Corporation shall not be obligated to
reissue such lost, stolen, destroyed or mutilated certificate(s) for Series D
Convertible Preferred Stock if the holder thereof contemporaneously requests the
Corporation to convert all of the Series D Convertible Preferred Stock
represented by such certificate(s).

          6. Definitions. As used herein, the following terms shall have the
following meanings:

               (a) The term "Conversion Date" shall mean, for any conversion
pursuant to paragraph A.4A or paragraph B.5A, the date specified in the notice
of conversion received by the Corporation, or if no date is specified therein,
the date such notice of conversion is delivered (by fax or otherwise) to the
Corporation; provided, however, that the Conversion Date shall not be prior to
the date of delivery of the applicable notice of conversion and any notice of
conversion delivered to the Corporation on a day which is not a business day
shall be deemed delivered as of the next following business day.

<PAGE>

                                      -22-

               (b) The term "Exchange Agreement" shall mean that certain
Exchange Agreement, dated as of April 16, 2003, by and among the Corporation,
certain holders of convertible debentures due July 1, 2003 issued by the
Corporation and certain holders of ownership interests in Voxware NV, a limited
liability company organized under the laws of the Belgium.

               (c) The term "Person" shall mean an individual, corporation,
partnership, joint venture, trust, or unincorporated organization, or a
government or any agency or political subdivision thereof.

               (d) The term "Reserved Employee Shares" shall mean shares of
Common Stock not to exceed in the aggregate 92,600,000 shares (appropriately
adjusted to reflect stock splits, stock dividends, combinations of shares and
the like with respect to the Common Stock) reserved by the Corporation for
issuance pursuant to stock purchase, stock grant or stock option arrangements
for employees, directors or consultants of the Corporation, all under
arrangements approved by the Board of Directors. The foregoing number of
Reserved Employee Shares may not be increased without the vote or written
consent of the holders of at least a majority of the then outstanding shares of
Series D Convertible Preferred Stock.

               (e) The term "Sale of the Corporation" shall mean any (i)
consolidation or merger of the Corporation into or with any other Person or
Persons which results in the exchange of outstanding shares of the Corporation
for securities or other consideration issued or paid or caused to be issued or
paid by any such Person or affiliate thereof (except a consolidation or merger
into a Subsidiary or merger in which the Corporation is the surviving
corporation and the holders of the Corporation's voting stock outstanding
immediately prior to the transaction hold a majority of the voting stock of the
Corporation outstanding immediately following the transaction), (ii) sale or
transfer by the Corporation of substantially all of its assets, or (iii) sale of
a majority of the outstanding capital stock in a single transaction or a series
of related transactions (such that after giving effect to such sale or series of
sales less than a majority of outstanding voting power of the Corporation would
be held by stockholders of the Corporation immediately prior to such event or
the first of such series of events).

               (f) The term "Series D Purchase Agreement" shall mean the Series
D Convertible Preferred Stock Purchase Agreement dated as of April 16, 2003
between the Corporation and the Purchasers named therein.

               (g) The term "Stockholders Agreement" shall mean the Stockholders
Agreement dated as of June 27, 2003 between the Corporation and the parties
named therein.

               (h) The term "Subsidiary" shall mean any corporation,
partnership, trust or other entity of which the Corporation and/or any of its
other subsidiaries directly or indirectly owns at the time a majority of the
outstanding shares of every class of equity security of such corporation,
partnership, trust or other entity.

<PAGE>

                                      -23-

               (i) The term "Transfer" shall mean any sale, assignment,
transfer, pledge, hypothecation, mortgage or disposal of, by gift or otherwise,
or the permitting of any encumbrance with respect to the capital stock of the
Corporation.

          7. Corporate Opportunity. In the event that a director of the
Corporation who is also a partner or employee of a holder of Series D
Convertible Preferred Stock acquires knowledge of a potential transaction or
matter which may be a corporate opportunity for both the Corporation and such
holder of Series D Convertible Preferred Stock, such director shall to the
fullest extent permitted by law have fully satisfied and fulfilled his fiduciary
duty with respect to such corporate opportunity, and the Corporation to the
fullest extent permitted by law waives any claim that such business opportunity
constituted a corporate opportunity that should have been presented to the
Corporation or any of its affiliates, if such director acts in a manner
consistent with the following policy: subject to applicable contrary laws the
application of which may not be altered or waived by contract, a corporate
opportunity offered to any person who is a director of the Corporation, and who
is also a partner or employee of a holder of Series D Convertible Preferred
Stock shall belong to such holder of Series D Convertible Preferred Stock,
unless such opportunity was expressly offered to such person solely in his or
her capacity as a director of the Corporation.

          C. COMMON STOCK

               1. Relative Rights of Preferred Stock and Common Stock. All
preferences, voting powers, relative, participating, optional or other special
rights and privileges, and qualifications, limitations, or restrictions of the
Common Stock are expressly made subject and subordinate to those that may be
fixed with respect to any shares of the Preferred Stock, other than the shares
of Series B Convertible Preferred Stock.

               2. Voting Rights. Except as otherwise required by law or this
Amended and Restated Certificate of Incorporation, each holder of Common Stock
shall have one vote in respect of each share of stock held by him of record on
the books of the Corporation for the election of directors and on all matters
submitted to a vote of stockholders of the Corporation. Notwithstanding the
provisions of Section 242(b)(2) of the General Corporation Law of the State of
Delaware, the Common Stock shall vote together with the Preferred Stock (to the
extent any shares of Preferred Stock having voting rights) as a single class
with respect to any proposed amendment hereto that would increase or decrease
(such decrease not to be to a number below the number of shares of Common Stock
then outstanding) the number of shares authorized of Common Stock with each such
share being entitled to such number of votes per share as is provided in this
Article FOURTH, and the Common Stock shall not be entitled to a separate class
vote with respect thereto.

               3. Dividends. Subject to the preferential rights of the Preferred
Stock, if any, the holders of shares of Common Stock shall be entitled to
receive, when and if declared by the Board of Directors, out of the assets of
the Corporation which are by law available therefor, dividends payable either in
cash, in property or in shares of capital stock.

<PAGE>

                                      -24-

               4. Dissolution, Liquidation or Winding Up. In the event of any
dissolution, liquidation or winding up of the affairs of the Corporation, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of the Preferred Stock, holders of Common Stock shall be
entitled, unless otherwise provided by law or this Amended and Restated
Certificate of Incorporation, to receive all of the remaining assets of the
Corporation of whatever kind available for distribution to stockholders ratably
in proportion to the number of shares of Common Stock held by them respectively.

          FIFTH. The Corporation is to have perpetual existence.

          SIXTH. In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware:

          A. The Board of Directors of the Corporation is expressly authorized
     to adopt, amend or repeal the By-Laws of the Corporation.

          B. Elections of directors need not be by written ballot unless the
     By-Laws of the Corporation shall so provide.

          C. The books of the Corporation may be kept at such place within or
     without the State of Delaware as the By-Laws of the Corporation may provide
     or as may be designated from time to time by the Board of Directors of the
     Corporation.

          SEVENTH. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceedings, had no reasonable cause to
believe such person's conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

          EIGHTH. The Corporation eliminates the personal liability of each
member of its Board of Directors to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided, however,
that, to the extent provided by applicable law, the foregoing shall not
eliminate the liability of a director (i) for any breach of such director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which

<PAGE>

                                      -25-

involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of Title 8 of the General Corporation Law of the State of Delaware
or (iv) for any transaction from which such director derived an improper
personal benefit. If the General Corporation Law of the State of Delaware is
amended after the date the filing of this Amended and Restated Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended. No
amendment to or repeal of this provision shall apply to or have any effect on
the liability or alleged liability of any director for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.

          NINTH. The Corporation reserves the right to amend or repeal any
provision contained in this Amended and Restated Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon a stockholder herein are granted subject to this reservation.

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

          ELEVENTH. A. The members of the Board of Directors of the Corporation
shall be divided into three classes, as nearly equal in number as possible. The
initial term of office of the first class shall expire on the day of the first
annual meeting of stockholders following the end of the fiscal year ending June
30, 2003 (the "2004 Annual Meeting"); the initial term of office of the second
class shall expire on the day of the annual meeting of stockholders next
succeeding the 2004 Annual Meeting; and the initial term of office of the third
class shall expire on the day of the second annual meeting of stockholders
succeeding the 2004 Annual Meeting. At each annual meeting of stockholders,
directors elected to succeed those directors whose terms expire shall be elected
for a term of office to expire at the third succeeding annual meeting of
stockholders after their election. Except as the General Corporation Law of the
State of Delaware may otherwise

<PAGE>

                                      -26-

require, any vacancies in the Board of Directors of the Corporation for any
reason, including unfilled vacancies resulting from the removal of directors for
cause, and newly created directorships, may be filled by the vote of a majority
of the remaining directors then in office, although less than a quorum, or by
the sole remaining director; provided, however, that any vacancy in the Board of
Directors created by the resignation, removal, incapacity or death of any person
nominated or designated by the holders of Series D Convertible Preferred Stock
shall be filled as provided in paragraph B.1C of Article FOURTH above. All
directors shall hold office until the expiration of their respective terms of
office and until their successors shall have been elected and qualified.

               B. Notwithstanding anything contained in this Amended and
Restated Certificate of Incorporation or the By-Laws of the Corporation to the
contrary, the affirmative vote of the holders of at least 66 2/3% of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to alter, change, amend, repeal, or adopt any provision inconsistent
with, this Article ELEVENTH.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

                                      -27-

          IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation has been executed by Bathsheba J. Malsheen, the Corporation's duly
authorized officer, this 27th day of June, 2003.

                                     VOXWARE INC.


                                     By: /s/ Bathsheba J. Malsheen
                                         ---------------------------------------
                                         Bathsheba J. Malsheen
                                         President and Chief Executive Officer

ATTESTED:


By: /s/ Nicholas Narlis
    ------------------------
    Nicholas Narlis
    Secretary