FOURTH AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                           OUTSOURCING SOLUTIONS INC.


     Outsourcing  Solutions Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

     1. The  name  of  the  corporation  is  Outsourcing  Solutions   Inc.  (the
"Corporation").  The  Corporation  was originally  incorporated  as OSI Holdings
Corp. in the State of Delaware on the 21st day of September,  1995 pursuant to a
Certificate of  Incorporation  filed with the Secretary of State of the State of
Delaware on that date.

     2. This Fourth Amended and Restated Certificate of Incorporation amends and
restates the Third  Amended and Restated  Certificate  of  Incorporation  of the
Corporation  filed  with the  Secretary  of State of the  State of  Delaware  on
January 13,  1999,  as amended on November  29,  1999.  This Fourth  Amended and
Restated Certificate of Incorporation has been adopted by the Corporation and by
its stockholders pursuant to Sections 242 and 245 of the General Corporation Law
of the State of Delaware.

     3. On  December  3,  1999,  Directors  of  the  Corporation  duly   adopted
resolutions   authorizing  the  following   amendment  and  restatement  of  the
Certificate of Incorporation  of the  Corporation,  declaring such amendment and
restatement to be advisable and in the best interests of the Corporation and its
stockholders  and  authorizing  the  appropriate  officers  to  solicit  written
consents  of  the  stockholders  of  the  Corporation  in  accordance  with  the
provisions  of  Section  228 of the  General  Corporation  Law of the  State  of
Delaware. Thereafter, pursuant to resolutions of the Board of Directors, in lieu
of a meeting and vote of holders of the Corporation's common stock and preferred
stock,  stockholders  holding a majority of the issued and outstanding shares of
common  stock of the  Corporation  and  holders of a majority  of the issued and
outstanding  shares of each of the (i) preferred stock,  (ii) Class A Non-Voting
Common Stock,  (iii) Class B Non-Voting Common Stock and (iv) Class C Non-Voting
Common Stock of the Corporation  adopted the following amendment and restatement
of the Certificate of Incorporation of the Corporation.

     4. The text of Certificate of Incorporation, is hereby restated and amended
to read in its entirety as follows:

     FIRST: The name of the Corporation is Outsourcing Solutions Inc.

     SECOND: The registered  office of the Corporation in the  State of Delaware
is 1013 Centre Road, Wilmington,  Delaware 19805, County of New Castle.

     The name of its  registered  agent in the State of Delaware at such address
is The Prentice-Hall Corporation System, Inc.

     THIRD: The purpose of the Corporation is to engage, directly or indirectly,
in any lawful act or activity for which  corporations may be organized under the
General Corporation Law of the State of Delaware as from time to time in effect.

     FOURTH: The total  number of shares  which the  Corporation  shall have the
authority to issue is  17,300,000  shares of capital  stock as follows:  300,000
shares of Preferred  Stock,  no par value (the  "Preferred  Stock"),  15,000,000
shares of Voting  Common  Stock,  par value $.01 per share (the  "Voting  Common
Stock") and 2,000,000 shares of Non-Voting  Stock, par value $.01 per share (the
"Non-Voting  Common  Stock",  and together  with the Voting  Common  Stock,  the
"Common  Stock").  Each share of Preferred  Stock is hereafter  referred to as a
"Preferred  Share" and collectively as "Preferred  Shares." Each share of Voting
Common  Stock  is  hereafter   referred  to  as  a  "Voting  Common  Share"  and
collectively as "Voting Common Shares". Each share of Non-Voting Common Stock is
hereafter  referred  to as a  "Non-Voting  Common  Share"  and  collectively  as
"Non-Voting  Common  Shares".  The Voting  Common Shares and  Non-Voting  Common
Shares are hereafter collectively referred to as "Common Shares".

     A. Preferred Stock.

     Authorized but unissued  shares of Preferred  Stock may be issued from time
to time in one or more  series  or  classes.  The Board of  Directors  is hereby
authorized  to determine  and fix by  resolution  all rights,  preferences,  and
privileges and qualifications,  limitations and restrictions (including, without
limitation,  voting rights,  dividend rights,  redemption  features,  conversion
rights  or  protective  features,  and the  limitation  and  exclusion  thereof)
applicable  to any such  series or class of  Preferred  Stock and the  number of
shares constituting any such series or class and the designation  thereof,  and,
subject to the terms of any such series or class,  to increase or decrease  (but
not below the  number of shares of such  series or class then  outstanding)  the
number  of shares of any  series or class  subsequent  to the issue of shares of
that series or class then outstanding. In the event that the number of shares of
any series or class is so  decreased,  the shares  constituting  such  reduction
shall  resume the  status  which such  shares had prior to the  adoption  of the
resolution originally fixing the number of such series or class.

     B. Common Stock.

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

     1. Dividend  Rights.  Subject to the  preferential  rights of the Preferred
Shares, the Board of Directors of the Corporation may, in its discretion, out of
funds  legally  available  for the payment of dividends and at such times and in
such manner as determined  by the Board of Directors,  declare and pay dividends
on the Common Shares of the Corporation.

     No dividend  (other than a dividend  in capital  stock  ranking on a parity
with the Common Shares or cash in lieu of fractional shares with respect to such
stock dividend) shall be declared or paid on any share or shares of any class of
stock or series thereof ranking on a parity with the Common Shares in respect of
payment of  dividends  for any  dividend  period  unless  there  shall have been
declared,  for the same dividend  period,  like  proportionate  dividends on all
shares of Common Shares then outstanding.

     As and when  dividends  are  declared  or paid  thereon,  whether  in cash,
property or  securities  of the  Corporation,  the holders of the Voting  Common
Shares and of the Non-Voting Common Shares will be entitled to share ratably, on
a share for share basis, in such dividends,  provided, that (i) if dividends are
declared which are payable in Voting Common Shares or Non-Voting  Common Shares,
dividends will be declared which are payable at the same rate on both classes of
stock and the  dividends  payable  in Voting  Common  Shares  will be payable to
holders of such shares and the  dividends  payable in  Non-Voting  Common Shares
will be payable to holders of such shares and (ii) if the  dividends  consist of
other  voting  securities  of the  Corporation,  (a) the  Corporation  will make
available to each holder of Non-Voting  Common Shares, at such holder's request,
dividends  consisting of  non-voting  securities  of the  Corporation  which are
otherwise  identical to the voting  securities and which are convertible into or
exchangeable  for such  voting  securities  on the same terms as the  Non-Voting
Common Shares are convertible into Voting Common Shares.

     2. Rights on  Liquidation.  In the event of any  liquidation,  dissolution,
distribution of assets or winding up of the  Corporation,  whether  voluntary or
involuntary  (collectively,  a  "Liquidation"),  after  payment or provision for
payment of the debts and other  liabilities of the  Corporation  and the setting
aside for  payment of any  preferential  amount due to the  holders of any other
class  or  series  of stock  (including,  without  limitation,  the  holders  of
Preferred Shares), the holders of Common Shares (including,  without limitation,
the Voting Common Shares and the  Non-Voting  Common Shares) and any other class
of stock or series thereof ranking on a parity with the Common Shares in respect
of distributions on Liquidation  shall be entitled to receive ratably on a share
for share basis, any or all assets remaining to be paid or distributed.

     3. Voting  Rights.  Except as may be otherwise  required by law, all voting
rights  shall be vested in the Voting  Common  Shares and each  holder of Voting
Common Shares shall have one vote in respect of each Voting Common Share held by
such  holder  on  all  matters  to be  voted  upon  by the  stockholders  of the
Corporation.  The holders of the Non-Voting Shares will have no right to vote on
any matters to be voted on by the  stockholders  of the  Corporation;  provided,
that the holders of the Non-Voting Common Shares shall have the right to vote as
a  separate  class on any  matter  on which the  Non-Voting  Common  Shares  are
required to vote as a class pursuant to the General Corporation Law of the State
of Delaware.

     4. Conversion.

     A. Conversion of Non-Voting Common Shares.

     Any holder of Non-Voting Common Shares shall have the right, at its option,
at any  time and from  time to  time,  to  convert,  subject  to the  terms  and
provisions  of this Section 4A, any or all of such  holder's  Non-Voting  Common
Shares into an equal number of shares of fully paid and non-assessable shares of
Voting Common Shares as provided below; provided,  however, if the holder in any
such  conversion is subject to the Bank Holding  Company Act of 1956, as amended
(12  U.S.C.  ss.1841,  et.  seq.)  and the  regulations  promulgated  thereunder
(collectively  and  including any successor  provisions,  the "BHCA Act"),  such
conversion may be made only if:

          (i)  the BHCA Act would not  prohibit such  holder from  holding  such
shares of Voting Common Shares; and

          (ii) such  shares of Voting  Common  Shares to be  received  upon such
conversion  will be (A) distributed or sold in connection with any public equity
offering registered under the Securities Act of 1933, as amended,  and the rules
and regulations promulgated thereunder (the "1933 Act"), (B) distributed or sold
in a  "broker's  transaction"  (as  defined in Rule  144(g)  under the 1933 Act)
pursuant to Rule 144 under the 1933 Act or any similar  rule then in force,  (C)
distributed  or sold to a person or group (within the meaning of the  Securities
Exchange  Act of 1934,  as amended  (the "1934  Act")) of persons if, after such
distribution  or sale,  such  person  or  group of  persons  would  not,  in the
aggregate,  own,  control  or have the  right  to  acquire  more  than 2% of the
outstanding  securities of the  Corporation  entitled to vote on the election of
directors  of the  Corporation,  (D)  distributed  or sold to a person  or group
(within  the meaning of the 1934 Act) of persons  if,  prior to such sale,  such
person or group of persons  had  control of the  Corporation,  (E)  distributed,
sold,  or held in any other manner  permitted  under the BHCA,  including  after
giving effect to the amendment of the BHCA by the  Gramm-Leach-Bliley  Financial
Services Act;

provided,  further,  that if the holder converts any Non-Voting Common Shares as
provided  in  clauses  (i) and (ii)  above and any  distribution  or sale of the
Non-Voting  Common  Shares  fails to occur for any reason or such  holder is not
otherwise permitted to hold the Voting Common Shares into which such shares were
converted,  such holder may convert the Voting Common Shares into the Non-Voting
Common Shares  converted in anticipation  of such  distribution or sale or other
permitted holding.

     B. Conversion Procedure.

          (i) Unless  otherwise  provided  herein,  each conversion of shares of
Non-Voting  Common Stock into shares of Voting  Common Stock will be effected by
the surrender of the  certificate or  certificates  representing  the Non-Voting
Common Shares to be converted at the principal  office of the Corporation at any
time during normal business hours,  together with a written notice by the holder
of such  Non-Voting  Common Shares  stating that such holder  desires to convert
such  Non-Voting  Common Shares,  or a stated number of such  Non-Voting  Common
Shares,  represented by such certificate(s) into shares of Voting Common Shares.
Unless otherwise  provided  herein,  each conversion will be deemed to have been
effected as of the close of  business  on the date on which such  certificate(s)
have been  surrendered  and such notice has been received,  and at such time the
rights of the holder of the converted  Non-Voting Common Shares, as such holder,
will cease and the  person or persons in whose name or names the  certificate(s)
for Voting Common Shares are to be issued upon such conversion will be deemed to
have  become  the  holder  or  holders  of record of the  Voting  Common  Shares
represented thereby.

          (ii) Promptly after the surrender of  certificates  and the receipt of
written notice,  the  Corporation  will issue and deliver in accordance with the
surrendering  holder's instructions (a) the certificate(s) for the Voting Common
Shares  issuable upon such  conversion  and (b) a certificate  representing  any
Non-Voting Common Shares that was represented by the certificate(s) delivered to
the Corporation in connection with such conversion but that was not converted.

          (iii) The  issuance  of  certificates  for Voting  Common  Shares upon
conversion  of  Non-Voting  Common  Shares  will be made  without  charge to the
holders of such shares for any issuance tax in respect  thereof  (other than any
tax in connection with the issuance of shares in a different name) or other cost
incurred by the  Corporation in connection  with such conversion and the related
issuance of Voting Common Shares.

          (iv) The Corporation  will at all times reserve and keep available out
of its authorized but unissued  Voting Common Shares,  solely for the purpose of
issuance  upon the  conversion  of the  Non-Voting  Common Shares such number of
Voting  Common Shares as are issuable  upon the  conversion  of all  outstanding
Non-Voting  Common Shares.  All Common Shares which are so issuable  will,  when
issued,  be  duly  and  validly  issued,  fully  paid  and  nonassessable.   The
Corporation  will take all such  actions as may be  necessary to assure that all
such Common Shares may be so issued  without  violation of any applicable law or
governmental  regulation or any requirements of any domestic securities exchange
upon which Common Shares may be listed (except for official  notices of issuance
which will be immediately transmitted by the Corporation upon issuance).

          (v) The  Corporation  will not close its books against the transfer of
Common Shares in any manner which would interfere with the timely  conversion of
any Non-Voting Common Shares.

     5. Stock Splits.  If the  Corporation in any manner  subdivides or combines
the outstanding  shares of one class of Common Shares, the outstanding shares of
the other class of Common Shares will be proportionately  subdivided or combined
in a similar manner.

     6.  Notices.  All notices  referred to in this  Article  FOURTH shall be in
writing,  shall be  delivered  personally,  by facsimile or by first class mail,
postage  prepaid,  and shall be deemed to have been given when so  delivered  or
mailed to the Corporation at its principal office and to any stockholder at such
holder's address as it appears in the stock records of the Corporation.

     7.  Amendment  and  Waiver.  No  amendment  or waiver of any  provision  of
paragraph 4 of this  Article  FOURTH or of this  paragraph 7 shall be  effective
without  the prior  approval  of both the  holders of a  majority  of the Voting
Common Shares then outstanding, voting as a separate class, and the holders of a
majority of the Non-Voting Common Shares then outstanding,  voting as a separate
class.

     FIFTH: The business of the Corporation shall be managed under the direction
of the Board of  Directors  except as  otherwise  provided by law. The number of
Directors  of the  Corporation  shall be fixed  from  time to time by, or in the
manner  provided in, the By-Laws.  Election of Directors  need not be by written
ballot unless the By-Laws of the Corporation shall so provide.

     SIXTH:  The Board of Directors may make, alter or repeal the By-Laws of the
Corporation  except  as  otherwise  provided  in  the  By-Laws  adopted  by  the
Corporation's stockholders.

     SEVENTH:  The Directors of the Corporation shall be protected from personal
liability, through indemnification or otherwise, to the fullest extent permitted
under the General  Corporation Law of the State of Delaware as from time to time
in effect.

     1. A Director  of the  Corporation  shall under no  circumstances  have any
personal  liability to the Corporation or its  stockholders for monetary damages
for breach of fiduciary duty as a Director except for those breaches and acts or
omissions  with  respect to which the  General  Corporation  Law of the State of
Delaware,  as from time to time amended,  expressly provides that this provision
shall not eliminate or limit such personal  liability of Directors.  Neither the
modification  or repeal of this paragraph 1 of Article SEVENTH nor any amendment
to said General Corporation Law that does not have retroactive application shall
limit the right of Directors  hereunder to exculpation  from personal  liability
for any act or  omission  occurring  prior to such  amendment,  modification  or
repeal.

     2. The  Corporation  shall  indemnify  each  Director  and  Officer  of the
Corporation to the fullest extent  permitted by applicable law, except as may be
otherwise provided in the Corporation's  By-Laws,  and in furtherance hereof the
Board of Directors is expressly  authorized to amend the  Corporation's  By-Laws
from time to time to give full  effect  hereto,  notwithstanding  possible  self
interest of the Directors in the action being taken. Neither the modification or
repeal of this  paragraph 2 of Article  SEVENTH nor any amendment to the General
Corporation  Law of the  State  of  Delaware  that  does  not  have  retroactive
application  shall limit the right of Directors and Officers to  indemnification
hereunder  with  respect  to  any  act  or  omission  occurring  prior  to  such
modification, amendment or repeal.

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



<PAGE>


     IN WITNESS WHEREOF, said Outsourcing Solutions Inc. has caused this Amended
and Restated  Certificate of Incorporation  of Outsourcing  Solutions Inc. to be
executed by its officer  thereunto  duly  authorized  this 7th day of December,
1999.

                                    OUTSOURCING SOLUTIONS INC.

                                    By: /s/ Eric R. Fencl
                                        ----------------------
                                        Name:  Eric R. Fencl
                                        Title:  Vice President &
                                                 General Counsel


<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     TO THE

            FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           OUTSOURCING SOLUTIONS INC.


     OUTSOURCING  SOLUTIONS INC., a corporation organized and existing under and
by virtue of the General  Corporation Law of the State of Delaware  (hereinafter
the "Corporation"), DOES HEREBY CERTIFY THAT:

     1. The   Corporation's   Fourth   Amended   and  Restated   Certificate  of
Incorporation  was filed with the Secretary of State of the State of Delaware on
December 10, 1999.

     2. On March 30,  2001,  the Board of  Directors  of the  Corporation,  duly
adopted  resolutions setting forth proposed amendments to the Fourth Amended and
Restated Certificate of Incorporation, declaring said amendments to be advisable
and  in  the  best  interests  of  the  Corporation  and  its  stockholders  and
authorizing  the  appropriate  officers  to  solicit  written  consents  of  the
stockholders  of the  Corporation in accordance  with Section 228 of the General
Corporation  Law of the State of Delaware.  The  resolutions  setting  forth the
proposed  amendments are attached hereto as Exhibit A and incorporated herein by
reference.

     3. Thereafter,  pursuant to the  resolutions of the Board of Directors,  in
lieu of a meeting and vote of holders of the Corporation's  common and preferred
stock,  stockholders  holding a majority of the issued and outstanding shares of
common stock of the Corporation adopted the amendments set forth in Exhibit A.

     4. Said  amendments  were duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF,  Outsourcing Solutions Inc. has caused this Certificate
of Amendment to be signed and attested by its duly authorized officer, this 16th
day of April, 2001.

                                            OUTSOURCING SOLUTIONS INC.

                                            By: /s/ Eric R. Fencl
                                                ----------------------
                                                Name:  Eric R. Fencl
                                                Title:  Secretary



<PAGE>

                                    EXHIBIT A

                      RESOLUTIONS OF THE BOARD OF DIRECTORS

                          OF OUTSOURCING SOLUTIONS INC.

     1. RESOLVED,  that the  Preamble  of ARTICLE  FOURTH  to the  Corporation's
Fourth Amended and Restated Certificate of Incorporation be amended and restated
to read as follows:

     "FOURTH:  The total number of shares which the  Corporation  shall have the
authority to issue is  23,200,000  shares of capital  stock as follows:  300,000
shares of Preferred Stock, no par value (the "Preferred Stock"),  900,000 shares
of Senior Common Stock,  par value $.01 per share (the "Senior  Common  Stock"),
20,000,000  shares of Voting Common Stock, par value $.01 per share (the "Voting
Common  Stock") and  2,000,000  shares of Non-Voting  Stock,  par value $.01 per
share (the "Non-Voting Common Stock", and together with the Voting Common Stock,
the "Common Stock"). Each share of Preferred Stock is hereafter referred to as a
"Preferred  Share" and collectively as "Preferred  Shares." Each share of Senior
Common  Stock  is  hereafter   referred  to  as  a  "Senior  Common  Share"  and
collectively  as "Senior Common Shares." Each Senior Common Share and each share
of Voting Common Stock is hereafter  referred to as a "Voting  Common Share" and
collectively as "Voting Common Shares." Each share of Non-Voting Common Stock is
hereafter  referred  to as a  "Non-Voting  Common  Share"  and  collectively  as
"Non-Voting  Common  Shares." The Voting  Common  Shares and  Non-Voting  Common
Shares are hereafter collectively referred to as "Common Shares "."

     2. RESOLVED,  that ARTICLE FOURTH,  Paragraph B to the Corporation's Fourth
Amended and Restated  Certificate  of  Incorporation  be amended and restated to
read as follows:

     "B. Senior Common Stock and Common Stock.

     Except as otherwise  provided in this paragraph B or as otherwise  required
by applicable  law, all shares of Senior  Common Stock,  Voting Common Stock and
Non-Voting Common Stock shall be identical in all respects and shall entitle the
holders  thereof  to the  same  voting  powers,  designations,  preferences  and
relative participating, optional or other special rights, and qualifications, or
restrictions thereof, as set forth herein:

     3. Dividend  Rights.  Subject to the  preferential  rights of the Preferred
Shares, the Board of Directors of the Corporation may, in its discretion, out of
funds  legally  available  for the payment of dividends and at such times and in
such manner as determined  by the Board of Directors,  declare and pay dividends
on the Common Shares of the  Corporation.  No dividend (other than a dividend in
capital  stock ranking on a parity with the Common Shares and or cash in lieu of
fractional shares with respect to such stock dividend) shall be declared or paid
on any share or shares of any  class of stock or  series  thereof  ranking  on a
parity  with the  Common  Shares in respect  of  payment  of  dividends  for any
dividend  period  unless there shall have been  declared,  for the same dividend
period,  like  proportionate  dividends  on all shares of Senior  Common  Stock,
Voting Common Stock and Non-Voting Common Stock then outstanding.

     As and when  dividends  are  declared  or paid  thereon,  whether  in cash,
property or securities of the Corporation, the holders of the Common Shares will
be entitled to share  ratably,  on a share for share basis,  in such  dividends,
provided,  that (i) if  dividends  are  declared  which are payable in shares of
Senior Common Stock,  Voting Common Stock or Non-Voting Common Stock,  dividends
will be  declared  which are  payable  at the same rate on all three  classes of
stock and the dividends payable in shares of Senior Common Stock will be payable
to holders of such  shares,  the  dividends  payable in shares of Voting  Common
Stock will be payable to  holders of such  shares and the  dividends  payable in
shares of Non-Voting  Common Stock will be payable to holders of such shares and
(ii) if the dividends consist of other voting securities of the Corporation, the
Corporation  will make  available to each holder of shares of Non-Voting  Common
Stock, at such holder's request,  dividends consisting of non-voting  securities
of the Corporation  which are otherwise  identical to the voting  securities and
which are  convertible  into or exchangeable  for such voting  securities on the
same terms as the shares of Non-Voting  Common Stock are convertible into shares
of Voting Common Stock.

     4. Rights on Liquidation.

          1. Senior Common Stock.  In the event of the liquidation,  dissolution
or winding-up  of the  Corporation,  whether  voluntary or  involuntary  (each a
"Liquidation"),  each  holder of a Senior  Common  Share  shall be  entitled  to
receive with respect to such Senior Common  Share,  before any  distribution  is
made to or set aside for the  holders  of Common  Stock (or any other  shares of
capital stock of the Corporation,  other than the Preferred Shares),  payable in
cash or, if the amount of cash available to the Corporation is insufficient, out
of the other assets of the  Corporation,  whether such assets are stated capital
or surplus of any nature,  an amount  equal to the Original  Purchase  Price (as
defined below) per Senior Common Share (the  "Liquidation  Preference").  If the
assets of the Corporation available for distribution to holders of Senior Common
Stock shall be insufficient to permit the payment in full of the amount due such
holders  pursuant  to this  paragraph  B(2)(A),  all  assets of the  Corporation
available for  distribution  to such holders shall be distributed pro rata among
such  holders.  The fair market value of any assets of the  Corporation  and the
proportion  of cash and  other  assets  distributed  by the  Corporation  to the
holders of Senior Common Stock shall be reasonably determined in good faith by a
vote of the Board of  Directors of the  Corporation.  Except as provided in this
paragraph,  the  holders of Senior  Common  Shares  shall not be entitled to any
distribution in the event of a Liquidation.  For the purposes of this paragraph,
the consolidation or merger of the Corporation into or with another corporation,
or the  sale  of all or  substantially  all  of the  assets  of the  Corporation
(determined on a consolidated  basis) to another corporation or any other entity
shall be deemed a  liquidation,  dissolution or winding-up of the affairs of the
Corporation;  provided, however, that the foregoing provision shall not apply to
any  merger in which  (i) the  Corporation  is the  surviving  entity,  (ii) the
holders of the  Corporation's  outstanding  capital stock  possessing the voting
power to elect a majority of the  Corporation's  board of directors  immediately
prior to the merger continue to own the Corporation's  outstanding capital stock
possessing  the voting power to elect a majority of the  Corporation's  board of
directors  immediately after the merger and (iii) the surviving entity expressly
acknowledges  and agrees that it shall assume the obligations of the Corporation
under this  Certificate  of Amendment.  Notwithstanding  anything  herein to the
contrary,  the Senior Common Stock ranks junior in all respects to the Preferred
Shares, and no dividend distributions or distributions upon Liquidation shall be
made with  respect  to the Senior  Common  Stock  unless and until all  dividend
distributions and  distributions  upon Liquidation with respect to the Preferred
Shares,  have been made in full.  The Senior  Common Stock will,  however,  rank
senior to all other  capital stock of the  Corporation  other than the Preferred
Shares.

     For purposes of this paragraph B(2)(A) and paragraph B(4) below,  "Original
Purchase  Price" means $49.00 per share or $51.00 per share, as the case may be,
of Senior  Common Stock paid by the  purchasers  pursuant to that certain  Stock
Subscription  Agreement,  dated  April 3,  2001,  by and among the  Corporation,
Gryphon  Partners II,  L.P.,  Gryphon  Partners  II-A,  L.P. and the  additional
purchasers  named  therein (as adjusted for any stock  dividends,  combinations,
stock splits, recapitalizations, or the like with respect to such shares).

          2. Common Stock.  In the  event of any  Liquidation, after  payment or
provision for payment of the debts and other  liabilities of the Corporation and
the setting aside for payment of any  preferential  amount due to the holders of
any other class or series of stock (including,  without limitation,  the holders
of  Preferred  Shares and Senior  Common  Shares),  the holders of Common  Stock
(including,  without  limitation,  the Voting  Common  Stock and the  Non-Voting
Common Stock) and any other class of stock or series thereof ranking on a parity
with the Common  Stock in  respect  of  distributions  on  Liquidation  shall be
entitled  to  receive  ratably  on a share for share  basis,  any or all  assets
remaining to be paid or distributed.

     5. Voting  Rights.  Except as may be otherwise  required by law, all voting
rights  shall be vested in the Voting  Common  Shares and each  holder of Voting
Common Shares shall have one vote in respect of each Voting Common Share held by
such  holder  on  all  matters  to be  voted  upon  by the  stockholders  of the
Corporation.  The holders of the Non-Voting Shares will have no right to vote on
any matters to be voted on by the  stockholders  of the  Corporation;  provided,
that the holders of the Non-Voting Common Shares shall have the right to vote as
a  separate  class on any  matter  on which the  Non-Voting  Common  Shares  are
required to vote as a class pursuant to the General Corporation Law of the State
of Delaware.

     6. Conversion of Senior Common Stock.

          1. Conversion Rights.

               (1)  Optional  Conversion.  Each holder of Senior  Common  Shares
shall  have the  right,  at any time and at the  option of the such  holder,  to
convert any of such  holder's  Senior  Common  Shares into a number of shares of
Voting Common Stock (the  "Conversion  Stock") equal to (a) the number of Senior
Common  Shares  to be  converted  multiplied  by  the  Original  Purchase  Price
applicable  for such Senior Common Shares,  divided by (b) the Conversion  Price
(as defined below).

               (2)  Mandatory  Conversion.  Upon  consummation  of  the  initial
underwritten  public  offering,  registered under the Securities Act of 1933, of
Common Stock of the Corporation  having an aggregate  offering value of at least
$50 million (the  "Initial  Public  Offering"),  each Senior  Common Share shall
automatically  convert into a number of shares of Conversion  Stock equal to (a)
the number of Senior  Common  Shares to be converted  multiplied by the Original
Purchase  Price  applicable  for such Senior Common  Shares,  divided by (b) the
Conversion Price.  Except as otherwise provided herein, the conversion of Senior
Common Stock shall be deemed to have been  effected at the time of  consummation
of the Initial Public Offering.

          2. Conversion Price.

               (1) The initial  conversion price shall be the Original  Purchase
Price  applicable  for such Senior Common Shares (the  "Conversion  Price").  In
order to prevent  dilution of the  conversion  rights  granted  under  paragraph
B(4)(A),  the Conversion  Price shall be subject to adjustment from time to time
until on or before April 3, 2004 pursuant to this paragraph B(4)(B) and shall be
subject to  adjustment  for any stock  dividends,  combinations,  stock  splits,
recapitalizations, or the like with respect to the Senior Common Shares.

               (2) If and whenever on April 3,2001 or during the period  between
such date and April 3, 2004, the  Corporation  issues or sells, or in accordance
with  paragraph  B(4)(C) is deemed to have issued or sold,  Common  Stock,  in a
transaction involving the issuance of Common Stock or a Convertible Security (as
defined below) (a "Common Stock Financing Transaction"), for no consideration or
for a  consideration  per  share  less  than  the  Conversion  Price  in  effect
immediately  prior to such  time,  then  forthwith  upon such  issue or sale the
Conversion Price shall be reduced to the lowest net price per share at which any
such  share of Common  Stock  has been  issued or sold or is deemed to have been
issued or sold; provided,  however, that notwithstanding  anything herein to the
contrary,  under no event or circumstance  shall the Conversion Price be reduced
hereunder  to a per share  price  less than  $37.47 (as  adjusted  for any stock
dividends, combinations, stock splits, recapitalizations, or the like).

          3.  Effect on  Conversion  Price of Certain  Events.  For  purposes of
determining the adjusted Conversion Price under paragraph B(4)(B), the following
shall be applicable:

               (1) Issuance of Convertible Securities. If the Corporation in any
manner  issues  or  sells  any  stock or other  securities  convertible  into or
exchangeable  for  Common  Stock  (such  convertible  or  exchangeable  stock or
securities  being  herein  called  "Convertible  Securities")  in a Common Stock
Financing  Transaction and the price per share for which any one share of Common
Stock  is  issuable  upon  conversion  or  exchange  thereof  is less  than  the
Conversion Price in effect  immediately prior to the time of such issue or sale,
then such share of Common  Stock shall be deemed to have been issued and sold by
the  Corporation  at the  time of the  issuance  or  sale  of  such  Convertible
Securities  for such price per share.  No further  adjustment of the  Conversion
Price shall be made upon the actual issue of such Common  Stock upon  conversion
or exchange of any Convertible Security.

               (2) Change in Conversion  Rate. If the  additional  consideration
(if any)  payable  upon the issue,  conversion  or exchange  of any  Convertible
Security,  or the rate at which any Convertible  Security is convertible into or
exchangeable  for Common  Stock  changes at any time,  the  Conversion  Price in
effect at the time of such change shall be  readjusted to the  Conversion  Price
which  would  have been in effect  at such  time had such  Convertible  Security
originally provided for such changed purchase price, additional consideration or
changed  conversion  rate,  as the case may be, at the time  initially  granted,
issued or sold;  provided that if such adjustment would result in an increase of
the  Conversion  Price then in effect,  such  adjustment  shall not increase the
Conversion Price higher than the Conversion Price in effect immediately prior to
the issuance of such Convertible Security.

               (3) Treatment of  Unexercised  Convertible  Securities.  Upon the
termination of any right to convert or exchange any Convertible Security without
the exercise of any such right,  the Conversion  Price then in effect  hereunder
shall be adjusted to the Conversion Price which would have been in effect at the
time  of  such  termination  had  such  Convertible   Security,  to  the  extent
outstanding  immediately  prior to such  expiration or  termination,  never been
issued.

               (4) Calculation of Consideration Received. If any Common Stock or
Convertible Security is issued or sold or deemed to have been issued or sold for
cash, the  consideration  received therefor shall be deemed to be the net amount
received  by  the  Corporation   therefor  plus,  in  the  case  of  Convertible
Securities, the minimum amount to be paid to the Corporation upon the conversion
or exercise  thereof.  In case any Common Stock or  Convertible  Securities  are
issued  or  sold  for a  consideration  other  than  cash,  the  amount  of  the
consideration  other than cash  received  by the  Corporation  shall be the fair
value  of such  consideration,  except  where  such  consideration  consists  of
securities,   in  which  case  the  amount  of  consideration  received  by  the
Corporation  shall be the fair  value of the  securities  as  determined  by the
Corporation's board of directors in its reasonable good faith judgment as of the
date of receipt.  If any Common Stock or  Convertible  Security is issued to the
owners of the  non-surviving  entity in connection  with any merger in which the
Corporation is the surviving  corporation,  the amount of consideration therefor
shall be deemed  to be the fair  value of such  portion  of the net  assets  and
business of the non-surviving  entity as is attributable to such Common Stock or
Convertible Securities,  as the case may be. The fair value of any consideration
other than cash and securities  shall be determined  jointly by the  Corporation
and the holders of a majority of the  outstanding  Senior Common Stock.  If such
parties are unable to reach  agreement  within a reasonable  period of time, the
fair value of such consideration  shall be determined by the Corporation's board
of directors in its reasonable good faith judgment.

               (5)  Treasury  Shares.  The  number of  shares  of  Common  Stock
outstanding  at any given time does not include  shares  owned or held by or for
the account of the Corporation or any of its  subsidiaries,  and the disposition
of any  shares so owned or held shall be  considered  an issue or sale of Common
Stock.

               (6) Record Date.If the Corporation  takes a record of the holders
of Common Stock for the purpose of  entitling  them (a) to receive a dividend or
other distribution  payable in Common Stock or in Convertible  Securities or (b)
to subscribe for or purchase Common Stock 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 upon  the  making  of such  other  distribution  or the date of the
granting of such right of subscription or purchase, as the case may be.

               (7) Certain Issuances. Notwithstanding the foregoing, there shall
be no adjustment to the  Conversion  Price under  paragraph B(4) with respect to
(a) the  issuance of Common Stock (or options to purchase  Common  Stock) to the
Corporation's  or  its  affiliates'  current  or  former  employees,   officers,
directors or consultants  pursuant to  compensatory  options or purchase  rights
which have been  granted or are granted in the future,  (b)  warrants  issued to
underwriters  in  connection  with  a  public  offering   registered  under  the
Securities  Act  of  1933,  (c)  the  issuance  of  Common  Stock  (or  warrants
exercisable  into  Common  Stock)  to  financial   institutions  or  lessors  in
connection with the bona fide incurrence of indebtedness,  equipment  financings
or similar transactions, (d) the issuance of Common Stock to strategic investors
or in connection with acquisitions or corporate partnering transactions, (e) the
issuance of Common Stock as a dividend or  distribution  on Preferred  Shares or
Senior Common Shares, (f) the issuance of shares of Common Stock upon conversion
of the Preferred  Shares,  Senior Common Shares and Non-Voting  Common Shares in
accordance  with their  respective  terms,  (g) the issuance of shares of Common
Stock or other shares of the  Corporation's  capital  stock upon  conversion  or
exercise of any outstanding warrants,  options or other convertible  instruments
or (h) the issuance of shares of Senior  Common  Stock,  Voting  Common Stock or
Non-Voting  Common  Stock  issued  in  connection  with a stock  split  or stock
dividend  effected in accordance with this Article  Fourth,  paragraphs B(1) and
B(6).

          4. Conversion Terms.

               (1) At the time any such conversion has been effected pursuant to
paragraph  B(4)(A),  the  rights  of the  holder  of the  Senior  Common  Shares
converted  shall  cease and the  person or  persons  in whose  name or names any
certificate or certificates for shares of Conversion Stock are to be issued upon
such  conversion  shall be deemed to have become the holder or holders of record
of the shares of Conversion Stock represented thereby.

               (2) As soon as  possible  after a  conversion  has been  effected
pursuant to paragraph  B(4)(A),  the Corporation shall deliver to the converting
holder, or in accordance with such holder's written instructions,  a certificate
or certificates  representing  the number of shares of Conversion Stock issuable
by reason of such  conversion  in such  name or names and such  denomination  or
denominations  as the converting  holder has specified.  The Corporation may, at
its option, pay cash in lieu of issuing fractional shares of Voting Common Stock
in  connection  with a  conversion  effected  hereunder  provided  that no other
fractional  shares  of  Common  Stock  are  outstanding  at  the  time  of  such
conversion.

               (3) The issuance of certificates  for shares of Conversion  Stock
upon  conversion  of Senior  Common  Stock shall be made  without  charge to the
holders  of such  Senior  Common  Stock  for any  issuance  tax  (other  than in
connection  with a transfer into a different  name) in respect  thereof or other
cost incurred by the  Corporation  in connection  with such  conversion  and the
related issuance of shares of Conversion  Stock.  Upon conversion of each Senior
Common Share,  the  Corporation  shall take all such actions as are necessary in
order  to  insure  that the  Conversion  Stock  issuable  with  respect  to such
conversion shall be validly issued, fully paid and nonassessable.

               (4) The  Corporation  shall  not  close  its  books  against  the
transfer of Senior Common Stock or of  Conversion  Stock issued or issuable upon
conversion of Senior Common Stock in any manner which interferes with the timely
conversion of Senior Common Stock.

               (5) The Corporation  will at all times reserve and keep available
out of its authorized but unissued  Conversion Stock,  solely for the purpose of
issuance  upon the  conversion of the Senior Common Shares such number of shares
of  Conversion  Stock as are issuable  upon the  conversion  of all  outstanding
Senior Common Shares. All shares of Conversion Stock which are so issuable will,
when  issued,  be duly and validly  issued,  fully paid and  nonassessable.  The
Corporation  will take all such  actions as may be  necessary to assure that all
such  shares  of  Conversion  Stock may be so issued  without  violation  of any
applicable law or  governmental  regulation or any  requirements of any domestic
securities  exchange upon which shares of Conversion Stock may be listed (except
for official  notices of issuance which will be  immediately  transmitted by the
Corporation upon issuance).

     7. Conversion of Non-Voting Common Shares.

          1. Conversion of Rights.

          Any holder of Non-Voting  Common  Shares shall have the right,  at its
option, at any time and from time to time, to convert,  subject to the terms and
provisions of this paragraph 5(A), any or all of such holder's Non-Voting Common
Shares into an equal number of shares of fully paid and non-assessable shares of
Voting Common Stock as provided below;  provided,  however, if the holder in any
such  conversion is subject to the Bank Holding  Company Act of 1956, as amended
(12  U.S.C.  ss.1841,  et.  seq.)  and the  regulations  promulgated  thereunder
(collectively  and  including any successor  provisions,  the "BHCA Act"),  such
conversion may be made only if:

               (1) the BHCA Act would not prohibit such holder from holding such
shares of Voting Common Stock; and

               (2) such shares of Voting  Common Stock to be received  upon such
conversion  will be (A) distributed or sold in connection with any public equity
offering registered under the Securities Act of 1933, as amended,  and the rules
and regulations promulgated thereunder (the "1933 Act"), (B) distributed or sold
in a  "broker's  transaction"  (as  defined in Rule  144(g)  under the 1933 Act)
pursuant to Rule 144 under the 1933 Act or any similar  rule then in force,  (C)
distributed  or sold to a person or group (within the meaning of the  Securities
Exchange  Act of 1934,  as amended  (the "1934  Act")) of persons if, after such
distribution  or sale,  such  person  or  group of  persons  would  not,  in the
aggregate,  own,  control  or have the  right  to  acquire  more  than 2% of the
outstanding  securities of the  Corporation  entitled to vote on the election of
directors  of the  Corporation,  (D)  distributed  or sold to a person  or group
(within  the meaning of the 1934 Act) of persons  if,  prior to such sale,  such
person or group of persons  had  control of the  Corporation,  (E)  distributed,
sold, or held in any other manner  permitted under the BHCA, ___ including after
giving effect to the amendment of the BHCA by the  Gramm-Leach-Bliley  Financial
Services Act;  provided,  further,  that if the holder  converts any  Non-Voting
Common Shares as provided in clauses (i) and (ii) above and any  distribution or
sale of the  Non-Voting  Common  Shares  fails to occur  for any  reason or such
holder is not  otherwise  permitted  to hold the Voting  Common Stock into which
such shares were converted, such holder may convert the Voting Common Stock into
the Non-Voting  Common Shares converted in anticipation of such  distribution or
sale or other permitted holding.

          2. Conversion Procedure.

               (1) Unless otherwise  provided herein,  each conversion of shares
of  Non-Voting  Common Stock into shares of Voting Common Stock will be effected
by the surrender of the certificate or certificates  representing the Non-Voting
Common Shares to be converted at the principal  office of the Corporation at any
time during normal business hours,  together with a written notice by the holder
of such  Non-Voting  Common Shares  stating that such holder  desires to convert
such  Non-Voting  Common Shares,  or a stated number of such  Non-Voting  Common
Shares,  represented by such  certificate(s) into shares of Voting Common Stock.
Unless otherwise  provided  herein,  each conversion will be deemed to have been
effected as of the close of  business  on the date on which such  certificate(s)
have been  surrendered  and such notice has been received,  and at such time the
rights of the holder of the converted  Non-Voting Common Shares, as such holder,
will cease and the  person or persons in whose name or names the  certificate(s)
for Voting Common Stock are to be issued upon such  conversion will be deemed to
have  become  the  holder  or  holders  of  record of the  Voting  Common  Stock
represented thereby.

               (2) Promptly after the surrender of certificates  and the receipt
of written notice, the Corporation will issue and deliver in accordance with the
surrendering  holder's instructions (a) the certificate(s) for the Voting Common
Stock  issuable  upon such  conversion  and (b) a certificate  representing  any
Non-Voting Common Shares that was represented by the certificate(s) delivered to
the Corporation in connection with such conversion but that was not converted.

               (3) The  issuance of  certificates  for Voting  Common Stock upon
conversion  of  Non-Voting  Common  Shares  will be made  without  charge to the
holders of such shares for any issuance tax in respect  thereof  (other than any
tax in connection with the issuance of shares in a different name) or other cost
incurred by the  Corporation in connection  with such conversion and the related
issuance of Voting Common Stock.

               (4) The Corporation  will at all times reserve and keep available
out of its authorized but unissued  Voting Common Stock,  solely for the purpose
of issuance upon the conversion of the  Non-Voting  Common Shares such number of
Voting  Common  Stock as are issuable  upon the  conversion  of all  outstanding
Non-Voting  Common Shares.  All Common Shares which are so issuable  will,  when
issued,  be  duly  and  validly  issued,  fully  paid  and  nonassessable.   The
Corporation  will take all such  actions as may be  necessary to assure that all
such Common Shares may be so issued  without  violation of any applicable law or
governmental  regulation or any requirements of any domestic securities exchange
upon which Common Shares may be listed (except for official  notices of issuance
which will be immediately transmitted by the Corporation upon issuance).

               (5) The Corporation will not close its books against the transfer
of Common Shares in any manner which would interfere with the timely  conversion
of any Non-Voting Common Shares.

     8. Stock  Splits,  Etc.  If the  Corporation  in any manner  subdivides  or
combines the outstanding  shares of one class of Common Shares,  the outstanding
shares of the other class of Common Shares will be proportionately subdivided or
combined in a similar manner.

     9.  Notices.  All notices  referred to in this  Article  FOURTH shall be in
writing,  shall be  delivered  personally,  by facsimile or by first class mail,
postage  prepaid,  and shall be deemed to have been given when so  delivered  or
mailed to the Corporation at its principal office and to any stockholder at such
holder's address as it appears in the stock records of the Corporation.

     10. Amendment and Waiver. No amendment, waiver or change to or with respect
to any of the rights,  privileges,  preferences  or powers of the Senior  Common
Stock shall be effective without the prior approval of the holders of a majority
of the Senior Common Shares then  outstanding,  voting as a separate  class.  No
amendment or waiver of any provision of paragraph B(5) of this Article FOURTH or
of this paragraph  B(8)(ii) shall be effective without the prior approval of the
holders of a majority  of the shares of Voting  Common  Stock then  outstanding,
voting as a separate  class,  and the  holders  of a  majority  of the shares of
Non-Voting Common Stock then outstanding, voting as a separate class."