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    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/06/1999
   991423289 - 3089499

                      RESTATED CERTIFICATE OF INCORPORATION
                             OF PRX HOLDINGS, INC.,
                             A DELAWARE CORPORATION

     The undersigned, Meredith Furtney, hereby certifies that:

     ONE: She is the sole incorporator of said corporation.

     TWO: The name of this corporation is PRX Holdings, Inc. and that this
corporation was originally incorporated on August 27, 1999 pursuant to the
General Corporation Law of the State of Delaware.

     THREE: Pursuant to Section 241 of the General Corporation Law of the State
of Delaware, PRX Holdings, Inc. has adopted this Restated Certificate of
Incorporation, restating, integrating and further amending its Certificate of
Incorporation dated on or about August 27, 1999, which Restated Certificate of
Incorporation has been duly adopted by the sole incorporator of this corporation
in accordance with the provisions of said Section 241.

     FOUR: This corporation has not received any payment for any of its stock.

     Five: The Restated Certificate of Incorporation of this corporation shall
be amended and restated to read in full as follows:

                                   ARTICLE I

     The name of this corporation is PRX HOLDINGS, INC.

                                   ARTICLE II

     The address of the registered office of this corporation in the State of
Delaware is 15 East North Street, in the City of Dover, 19901, County of Kent.
The name of its registered agent at such address is Incorporating Services, Ltd.

                                  ARTICLE III

     The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

                                   ARTICLE IV

     This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares that this corporation is authorized to issue is one hundred five
million (105,000,000) shares. One hundred million (100,000,000) shares shall be
Common Stock, par value $.0001 per share, and five million (5,000,000) shares
shall be Preferred Stock, par value $.0001 per share.


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     The Preferred Stock may be issued from time to time in one or more series,
without further stockholder approval. The Board of Directors is hereby
authorized, in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of any wholly unissued series of Preferred Stock,
within the limitations and restrictions stated in this Restated Certificate of
Incorporation, to fix or alter the dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption (including sinking fund
provisions), the redemption price or prices, and the liquidation preferences of
any wholly unissued series of Preferred Stock, and the number of shares
constituting any such series and the designation thereof, or any of them, and to
increase or decrease the number of shares of any series subsequent to the issue
of shares of that series, but not below the number of shares of such series
then outstanding. In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status that
they had prior to the adoption of the resolution originally fixing the number of
shares of such series.

                                    ARTICLE V

     Except as otherwise provided in this Restated Certificate, in furtherance
and not in limitation of the powers conferred by statute, the Board of Directors
is expressly authorized to make, repeal, alter, amend and rescind any or all of
the Bylaws of this corporation.

                                   ARTICLE VI

     The number of directors of this corporation shall be fixed from time to
time by a bylaw or amendment thereof duly adopted by the Board of Directors or
by the stockholders.

                                   ARTICLE VII

     Elections of directors need not be by written ballot unless the Bylaws of
this corporation shall so provide.

                                  ARTICLE VIII

     Except as otherwise provided in this Restated Certificate, any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at an annual or special meeting of the stockholders of the Corporation,
and no action required to be taken or that may be taken at any annual or special
meeting of the stockholders of the Corporation may be taken by written consent.

                                   ARTICLE IX

     A director of this corporation shall, to the full extent permitted by the
Delaware General Corporation Law as it now exists or as it may hereafter be
amended, not be liable to this corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. Neither any amendment nor
repeal of this Article IX, nor the adoption of any provision of this Restated
Certificate of Incorporation inconsistent with this Article IX, shall eliminate
or reduce the effect of this Article IX in respect of any matter occurring, or
any cause of action, suit or



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claim that, but for this Article IX, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.

                                    ARTICLE X

     This corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated Certificate, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.

                                   ARTICLE XI

     To the fullest extent permitted by applicable law, the Corporation is
authorized to provide indemnification of (and advancement of expenses to) agents
of the Corporation (and any other persons to which General Corporation Law
permits the Corporation to provide indemnification) through bylaw provisions,
agreements with such agents or other persons, vote of stockholders or
disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the General Corporation Law,
subject only to limits created by applicable General Corporation Law (statutory
or non-statutory), with respect to actions for breach of duty to the
Corporation, its stockholders, and others.

     Any amendment, repeal or modification of the foregoing provisions of this
Article XI shall not adversely affect any right or protection of a director,
officer, agent, or other person existing at the time of, or increase the
liability of any director of the Corporation with respect to, any acts or
omissions of such director, officer or agent occurring prior to such amendment,
repeal or modification.


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                 IN WITNESS WHEREOF, the undersigned has executed this
certificate on October 6, 1999.


                       /s/ Meredith Furtney
                       ---------------------------------------
                       Meredith Furtney, Sole Incorporator