EXHIBIT 3.3

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          FRANKLIN CAPITAL CORPORATION

      Franklin Capital Corporation (the "CORPORATION"),  a corporation organized
and existing under and by virtue of the General  Corporation Law of the State of
Delaware (the "DGCL"), does hereby certify as follows:

            FIRST: The name of the Corporation is Franklin Capital Corporation.

            SECOND: The Corporation's  original Certificate of Incorporation was
filed with the  Secretary  of State of the State of Delaware on March 31,  1987,
under the name The Franklin Holding Corporation (Delaware).

            THIRD: The Amended and Restated Certificate of Incorporation of this
Corporation,  in the form attached hereto as EXHIBIT A, has been duly adopted by
the Board of Directors and  stockholders  in accordance  with the  provisions of
Sections 228, 242 and 245 of the DGCL.

            FOURTH:  The Amended and Restated  Certificate of  Incorporation  so
adopted  reads in full as set forth in EXHIBIT A  attached  hereto and is hereby
incorporated by reference.

            IN WITNESS  WHEREOF,  Franklin  Capital  Corporation has caused this
Amended and Restated  Certificate of  Incorporation to be signed by its Chairman
and Chief Executive Officer this 25th day of October, 2004.

                                        FRANKLIN CAPITAL CORPORATION


                                        By: /s/ Milton "Todd" Ault III
                                            ------------------------------------
                                            MILTON "TODD" AULT III
                                            Chairman and Chief Executive Officer

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                                    EXHIBIT A

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          FRANKLIN CAPITAL CORPORATION

                                       I.

      The name of this Corporation is Franklin Capital Corporation.

                                       II.

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

                                      III.

      The purpose of this Corporation is to engage in any lawful act or activity
for which corporations may be organized under the DGCL.

                                       IV.

      A. This  Corporation  is  authorized  to issue two  classes of stock to be
designated, respectively, "COMMON STOCK" and "PREFERRED STOCK". The total number
of shares which the Corporation is authorized to issue is 60,000,000  shares, of
which (i)  50,000,000  shares shall be Common Stock,  each having a par value of
$1.00, and (ii) 10,000,000  shares shall be Preferred  Stock,  each having a par
value of $1.00.

      B. The  Preferred  Stock  may be  issued  from time to time in one or more
series.  The Board of Directors is hereby  expressly  authorized to: (i) provide
for the issuance of all or any of the remaining shares of the Preferred Stock in
one or more series; (ii) fix or alter from time to time the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions  of any wholly  unissued series of Preferred  Stock;
(iii)  establish  from time to time the number of shares  constituting  any such
series or any of them; and (iv) increase or decrease the number of shares of any
series  subsequent  to the issuance 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 decreased in accordance with the foregoing sentence,  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.

      C. Each outstanding share of Common Stock shall entitle the holder thereof
to one  vote  on each  matter  properly  submitted  to the  stockholders  of the
Corporation  for their  vote;  PROVIDED,  HOWEVER,  that,  except  as  otherwise
required  by law,  holders of Common  Stock shall not be entitled to vote on any
amendment to this  Certificate of  Incorporation  (including any  certificate of
designation  filed with respect to any series of  Preferred  Stock) that relates
solely to the terms of one or more outstanding  series of Preferred Stock if the
holders of such affected


                                       1.
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series of Preferred Stock are entitled, either separately or together as a class
with the holders of one or more other series of Preferred Stock, to vote thereon
by  law  or  pursuant  to  this  Certificate  of  Incorporation  (including  any
certificate of designation filed with respect to any series of Preferred Stock).

      D.  SERIES A  PREFERRED  STOCK.  Of the  authorized  number  of  shares of
Preferred  Stock,  500,000  shares shall be  designated as "Series A Convertible
Preferred  Stock" (the  "SERIES A PREFERRED  STOCK") with the  following  voting
powers,  preferences  and relative  participating,  optional  and other  special
rights and qualifications, limitations and restrictions:

            1.  RANKING.  The Series A Preferred  Stock  shall,  with respect to
distributions   upon  the   liquidation,   winding-up  and  dissolution  of  the
Corporation,  rank: (i) senior to all classes of Common Stock of the Corporation
and to each other class of capital stock or series of Preferred Stock other than
the Series A Preferred Stock issued by the Corporation after the first date upon
which  shares  of  Series  A  Preferred  Stock  were  originally  issued  by the
Corporation  (the "INITIAL  CLOSING DATE"),  the terms of which do not expressly
provide that it ranks senior to or on a parity with the Series A Preferred Stock
as to dividend distributions and distributions upon the liquidation,  winding-up
and  dissolution of the  Corporation  (collectively  referred to with the Common
Stock of the  Corporation  as "JUNIOR  SECURITIES");  (ii) on a parity  with any
additional  shares of Series A Preferred Stock issued by the  Corporation  after
the Initial  Closing Date and any other class of capital stock or any additional
series of  preferred  stock  issued  by the  Corporation  established  after the
Initial  Closing Date by the Board of  Directors,  the terms of which  expressly
provide  that such  class or  series  will  rank on a parity  with the  Series A
Preferred  Stock  as  to  dividend  distributions  and  distributions  upon  the
liquidation,   winding-up  and  dissolution  of  the  Corporation  (collectively
referred to as "PARITY  SECURITIES");  and (iii) junior to each class of capital
stock or series of  Preferred  Stock  other  than the Series A  Preferred  Stock
issued  by the  Corporation  after  the  Initial  Closing  Date by the  Board of
Directors,  the terms of which expressly  provide that such class or series will
rank senior to the Series A Preferred  Stock as to  dividend  distributions  and
distributions   upon  the   liquidation,   winding-up  and  dissolution  of  the
Corporation  (collectively referred to as "SENIOR SECURITIES").  Notwithstanding
the foregoing,  a security shall not be deemed to be a "Senior  Security" solely
because such security has a stated dividend or interest coupon.

            2. DIVIDENDS.

                  A. So long as any shares of Series A Preferred  Stock shall be
outstanding,  the holders of such Series A Preferred  Stock shall be entitled to
receive out of any funds legally available therefor, when, as and if declared by
the Board of Directors of the Corporation,  preferential  dividends in cash at a
rate of 7% per annum on the Liquidation Preference (as defined below) hereunder,
payable  quarterly on the first day other than a Saturday,  a Sunday, or any day
on which banking  institutions  in New York, New York are required or authorized
by law or other  governmental  action to be closed  (a  "BUSINESS  DAY") of each
calendar quarter on a pro rata basis with any Parity Securities.  Such dividends
shall be  cumulative  and  begin to  accrue  from the date of  issuance  of such
shares, whether or not declared and whether or not there shall be net profits or
net  assets  of the  Corporation  legally  available  for the  payment  of those
dividends.

<PAGE>

                  B. So long as any shares of Series A Preferred  Stock shall be
outstanding,  no dividend whatsoever (except a dividend payable in Common Stock)
shall be paid or declared and no  distribution  shall be made, on account of any
Junior Securities of the Corporation and no Junior Securities shall be purchased
unless (i) all dividends in respect of the Series A Preferred Stock for all past
and current  dividend  periods  have been paid and all amounts in respect of the
redemption of the Series A Preferred  Stock required to be paid herein have been
paid in full and (ii) such Junior  Securities have an "asset  coverage" (as such
term is  used  under  the  Investment  Company  Act of  1940,  as  amended  (the
"INVESTMENT  COMPANY ACT")) of at least 200% after  deducting the amount of such
dividend, distribution or purchase price, as the case may be.

            3. CONVERSION RIGHTS.

                  A. OPTIONAL CONVERSION OF SERIES A PREFERRED STOCK INTO COMMON
STOCK. A holder of shares of Series A Preferred  Stock may, at any time prior to
the tenth  anniversary  of the Initial  Closing  Date,  convert such shares into
Common Stock, unless previously  redeemed,  at the option of the holder thereof.
The  Series A  Preferred  Stock  will  cease to be  convertible  after the tenth
anniversary of the Initial  Closing Date.  For the purposes of conversion,  each
share of Series A Preferred Stock shall be valued at the Liquidation Preference,
which  shall be divided  by the  greater of $20 or a rate equal to 15% above the
average closing price for the ten  consecutive  days on which the American Stock
Exchange  or other  applicable  stock  exchange  or market is open for  business
(each,  a "TRADING  DAY") prior to the  Initial  Closing  Date (the  "CONVERSION
RATE")  to  determine  the  number  of shares  of  Common  Stock  issuable  upon
conversion.  Immediately following such conversion, the rights of the holders of
converted  Series A Preferred  Stock  shall  cease and the  persons  entitled to
receive the Common Stock upon the  conversion of Series A Preferred  Stock shall
be treated for all purposes as having become the owners of such Common Stock.

                  B. MECHANICS; TRANSFER TAX; CONVERSION RATE.

                        (I) To convert  the Series A Preferred  Stock,  a holder
must (A) surrender the  certificate  or  certificates  evidencing  the shares of
Series A Preferred Stock to be converted,  duly endorsed in a form  satisfactory
to the  Corporation,  at the office of the Corporation or the transfer agent, if
any, for the Series A Preferred  Stock (the  "TRANSFER  AGENT"),  (B) notify the
Corporation  at such office that holder elects to convert the Series A Preferred
Stock and the number of shares  holder  wishes to convert,  (C) state in writing
the name or names in which holder wishes the  certificate  or  certificates  for
shares of Common Stock to be issued,  and (D) pay any transfer or similar tax if
required by  subparagraph  (iii) below. In the event that holder fails to notify
the Corporation of the number of shares of Series A Preferred Stock which holder
wishes to convert,  holder shall be deemed to have elected to convert all shares
represented by the certificate or certificates  surrendered for conversion.  The
date  on  which  any  such  holder  satisfies  all  those  requirements  is  the
"CONVERSION  DATE". As soon as practicable  thereafter,  the  Corporation  shall
deliver a  certificate  for the number of full shares of Common  Stock  issuable
upon the conversion, and a new certificate representing the unconverted portion,
if any, of the shares of Series A Preferred Stock represented by the certificate
or certificates surrendered for conversion.  The person in whose name the Common
Stock certificate is registered shall be treated as the stockholder of record on
and after the Conversion Date.

<PAGE>

                        (II) The  Corporation  shall not  issue  any  fractional
shares of Common Stock upon conversion of the Series A Preferred Stock.  Instead
the Corporation  shall pay a cash adjustment based upon the closing price of the
Common Stock on the principal  securities  exchange on which the Common Stock is
then listed on the Business Day prior to the Conversion Date.

                        (III) If a holder  converts shares of Series A Preferred
Stock,  the  Corporation  shall pay any  documentary,  stamp or similar issue or
transfer  tax due on the issue of shares of Common  Stock  upon the  conversion.
However,  the holder  shall pay any such tax that is due  because the shares are
issued in a name other than the holder's name.

                        (IV) The  Corporation has reserved and shall continue to
reserve out of its  authorized  but unissued  Common Stock,  or its Common Stock
held in treasury,  enough  shares of Common Stock to permit the  conversion,  in
full,  of the Series A  Preferred  Stock to Common  Stock.  All shares of Common
Stock that may be issued upon  conversion of the Series A Preferred  Stock shall
be fully paid and  nonassessable.  The Corporation shall endeavor to comply with
all securities  laws regulating the offer and delivery of shares of Common Stock
upon  conversion of the Series A Preferred Stock and shall endeavor to list such
shares  of  Common  Stock on each  national  securities  exchange  or  automated
quotation system on which the Common Stock is then listed.

                        (V) In case the outstanding shares of Common Stock shall
be subdivided  into a greater  number of shares of Common Stock,  the Conversion
Rate shall be reduced, and, conversely, in case the outstanding shares of Common
Stock shall be combined  into a smaller  number of shares of Common  Stock,  the
Conversion  Rate shall be increased by the product of the Conversion  Rate and a
fraction  the  numerator  of which shall be the number of shares of Common Stock
outstanding  immediately  prior to such subdivision or combination,  as the case
may be,  and the  denominator  of which  shall be the number of shares of Common
Stock outstanding immediately after such subdivision or combination, as the case
may be. Such reduction or increase,  as the case may be, shall become  effective
immediately  after the opening of business on the Business Day following the day
upon which such subdivision or combination becomes effective.

                        (VI) If the  Corporation  at any time while the Series A
Preferred Stock, or any portion thereof,  remains outstanding,  shall change any
of the securities as to which conversion  rights under this Amended and Restated
Certificate  of  Incorporation  exist  into the same or a  different  number  of
securities  of any other  class or classes,  the Series A Preferred  Stock shall
thereafter  represent the right to acquire such number and kind of securities as
would  have been  issuable  as the  result of such  change  with  respect to the
securities  that were  subject to the  conversion  rights under this Amended and
Restated Certificate of Incorporation immediately prior to such reclassification
or other change and the Conversion Rate of the Series A Preferred Stock shall be
appropriately adjusted.

                        (VII) Shares  issuable on conversion of shares of Series
A Preferred  Stock shall  include only shares of the class  designated as Common
Stock of the  Corporation on the Initial  Closing Date or shares of any class or
classes  resulting  from  any   reclassification   thereof  and  which  have  no
preferences in respect of dividends or amounts

<PAGE>

payable in the event of any voluntary or involuntary liquidation, dissolution or
winding-up  of the  Corporation  and which are not subject to  redemption by the
Corporation;  provided  that,  if at any time there  shall be more than one such
resulting  class,  the  shares  of each such  class  then so  issuable  shall be
substantially  in the proportion  which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of
all such classes resulting from all such reclassifications.

                        (VIII) No adjustment in the Conversion Rate shall reduce
the Conversion Rate below the then par value of the Common Stock.

                        (IX)  Whenever  the  Conversion  Rate is  adjusted,  the
Corporation  shall promptly mail to holders of Series A Preferred  Stock,  first
class,  postage prepaid, a notice of the adjustment.  The Corporation shall file
with the Transfer Agent for the Series A Preferred  Stock, if any, a certificate
from the  Corporation's  chief  financial  officer  briefly  stating  the  facts
requiring  the  adjustment  and the manner of computing  it. In the event of any
dispute  thereon,   the  opinion  of  the   Corporation's   independent   public
accountants, if accepted by the Board of Directors of the Corporation,  shall be
conclusive  and binding on the holders of the Series A  Preferred  Stock  absent
manifest error.

                        (X) The  Corporation  from time to time may  reduce  the
Conversion  Rate if it considers  such  reductions to be advisable in order that
any event  treated  for  federal  income tax  purposes as a dividend of stock or
stock rights will not be taxable to the holders of Common Stock by any amount.

                        (XI) If:

                              (A) the  Corporation  takes any action which would
require an adjustment in the  Conversion  Rate pursuant to paragraph  3(b)(v) or
3(b)(vi) above;

                              (B) the  Corporation  consolidates or merges with,
or transfers  all or  substantially  all of its assets to,  another  corporation
(other than a wholly owned subsidiary of the  Corporation),  and stockholders of
the Corporation must approve the transaction; or

                              (C) there is a dissolution  or  liquidation of the
Corporation;

            the Corporation  shall mail to the holders of the Series A Preferred
Stock,  first class,  postage  prepaid,  a notice stating the proposed record or
effective  date,  as the case may be. The  Corporation  shall mail the notice at
least 10 days  before  such  date.  However,  failure  to mail the notice or any
defect in it shall not affect the  validity  of any  transaction  referred to in
subparagraph (a), (b) or (c) of this paragraph 3(b)(xi).

                        (XII)   In  the  case  of  any   consolidation   of  the
Corporation  or the merger of the  Corporation  with or into any other entity or
the sale or transfer of all or  substantially  all the assets of the Corporation
pursuant to which the Common Stock is converted into other  securities,  cash or
assets,  then,  upon  consummation of such  transaction,  each share of Series A
Preferred Stock shall automatically  become convertible into the kind and amount
of

<PAGE>

securities, cash or other assets receivable upon the consolidation, merger, sale
or transfer by a holder of the number of shares of Common  Stock into which such
share of Series A Preferred Stock might have been converted immediately prior to
such  consolidation,  merger,  transfer or sale  (assuming such holder of Common
Stock  failed to exercise any rights of election and received per share the kind
and amount of consideration  receivable per share by a plurality of non electing
shares).  Appropriate adjustment (as determined by the Board of Directors of the
Corporation) shall be made in the application of the provisions herein set forth
with respect to the rights and  interests  thereafter of the holders of Series A
Preferred  Stock,  to the end that the  provisions  set forth herein  (including
provisions  with respect to changes in and other  adjustment  of the  Conversion
Rate)  shall  thereafter  be  applicable,  as  nearly as  reasonably  may be, in
relation  to any  shares of stock or other  securities  or  property  thereafter
deliverable  upon the conversion of Series A Preferred  Stock. If this paragraph
3(b)(xii) applies, paragraph 3(b)(v) and 3(b)(vi) do not apply.

                        (XIII)  In any  case in  which  this  paragraph  3 shall
require that an adjustment as a result of any event becomes  effective  from and
after a  record  date,  the  Corporation  may  elect to defer  until  after  the
occurrence  of such event the  issuance  to the holder of any shares of Series A
Preferred  Stock  converted  after such record date and before the occurrence of
such  event  of the  additional  shares  of  Common  Stock  issuable  upon  such
conversion  over and above the shares  issuable  on the basis of the  Conversion
Rate in effect immediately prior to adjustment;  PROVIDED, HOWEVER, that if such
event shall not have occurred and authorization of such event shall be rescinded
by the  Corporation,  the Conversion Rate shall be recomputed  immediately  upon
such  rescission  to the price that would have been in effect had such event not
been  authorized,  provided  that such  rescission is permitted by and effective
under applicable laws.

            4.  LIQUIDATION  PREFERENCE.   Upon  any  voluntary  or  involuntary
liquidation,  dissolution  or  winding-up  of the  Corporation  or  reduction or
decrease in its  capital  stock  resulting  in a  distribution  of assets to the
holders of any class or series of the  Corporation's  capital stock, each holder
of shares of the Series A Preferred Stock will be entitled to payment out of the
assets of the Corporation  available for distribution of an amount equal to $100
per share of Series A Preferred  Stock (the  "LIQUIDATION  PREFERENCE")  held by
such holder,  plus accrued and unpaid  dividends,  if any, to the date fixed for
liquidation,  dissolution, winding-up or reduction or decrease in capital stock,
before any  distribution is made on any Junior  Securities,  including,  without
limitation,  Common  Stock  of the  Corporation.  After  payment  in full of the
Liquidation  Preference and all accrued and unpaid  dividends,  if any, to which
holders of Series A  Preferred  Stock are  entitled,  such  holders  will not be
entitled  to any  further  participation  in any  distribution  of assets of the
Corporation.  If, upon any voluntary or involuntary liquidation,  dissolution or
winding-up of the Corporation,  the amounts payable with respect to the Series A
Preferred  Stock  and all  other  Parity  Securities  are not paid in full,  the
holders of the Series A  Preferred  Stock and the Parity  Securities  will share
equally  and  ratably  in any  distribution  of  assets  of the  Corporation  in
proportion  to the  full  liquidation  preference  and  accumulated  and  unpaid
dividends,  if any, to which each is entitled.  However,  neither the  voluntary
sale, conveyance, exchange or transfer (for cash, shares of stock, securities or
other  consideration)  of all or substantially  all of the property or assets of
the Corporation nor the  consolidation or merger of the Corporation with or into
one or more  individuals,  partnerships,  companies,  associations,  joint stock
companies, limited liability companies, trusts, joint ventures, unincorporated

<PAGE>

organizations or governmental  authorities  (each, a "PERSON") will be deemed to
be a voluntary or  involuntary  liquidation,  dissolution  or  winding-up of the
Corporation  or  reduction  or  decrease  in capital  stock,  unless  such sale,
conveyance,  exchange or transfer  shall be in  connection  with a  liquidation,
dissolution  or  winding-up of the business of the  Corporation  or reduction or
decrease in capital stock.

            5. REDEMPTIONS.

                  A. The Series A  Preferred  Stock shall not be redeemed by the
Corporation prior to the first anniversary of the Initial Closing Date.

                  B.  The  Series  A  Preferred  Stock  may be  redeemed  by the
Corporation  at any time on or after the  one-year  anniversary  of the  Initial
Closing  Date,  in whole or in part,  on a pro rata basis,  if at any time on or
after the Initial Closing Date the average trading price of the Common Stock for
at least twenty days during any thirty  consecutive  Trading Days is equal to or
in excess of 150% of the Conversion Rate; PROVIDED, HOWEVER, that the holders of
the Series A  Preferred  Stock shall have the right,  up until 5 p.m.,  New York
time, on the third  Business Day preceding  the  Redemption  Date to convert the
Series A Preferred  Stock to Common Stock at the Conversion  Rate. If any holder
fails to convert the Series A  Preferred  Stock  during the period  contemplated
above,  the  Corporation  may redeem the Series A  Preferred  Stock in cash at a
price per share equal to the Liquidation  Preference plus any accrued and unpaid
dividends  thereon  through to the date of such  redemption  plus any  dividends
which were  scheduled to accrue  thereon up through the end of the calendar year
of such redemption.

                  C.  The  Series  A  Preferred  Stock  may be  redeemed  by the
Corporation  at any time on or after the  three-year  anniversary of the Initial
Closing Date (whether or not the  circumstances  described in  subparagraph  (b)
shall have occurred prior to such time), at a redemption  price in cash equal to
the  Liquidation  Preference  per share of  Series A  Preferred  Stock  plus any
accrued and unpaid dividends thereon through the date of such redemption.

                  D. At least 15  Business  Days prior to the date fixed for any
redemption  of the Series A Preferred  Stock (the  "REDEMPTION  DATE"),  written
notice (the  "REDEMPTION  NOTICE") shall be given by first-class  mail,  postage
prepaid,  to each holder of record on the record date fixed for such  redemption
of the Series A Preferred Stock at such holder's  address as the same appears on
the stock register of the Corporation, provided that failure to give such notice
or any deficiency therein shall not affect the validity of the procedure for the
redemption of any shares of Series A Preferred Stock to be redeemed except as to
the holder or holders to whom the  Corporation has failed to give said notice or
except as to the holder or holders whose notice was  defective.  The  Redemption
Notice shall state:

                        (I) whether the  redemption is pursuant to  subparagraph
(b) or (c) hereof;

                        (II) the redemption price;

                        (III)  whether  all or less  than  all  the  outstanding
shares of the Series A Preferred  Stock are to be redeemed  and the total number
of shares of the Series A Preferred Stock being redeemed;

<PAGE>

                        (IV) the  number of shares of Series A  Preferred  Stock
held,  as of the  appropriate  record date,  by the holder that the  Corporation
intends to redeem;

                        (V) the Redemption Date;

                        (VI) that the holder has the right to convert the Series
A  Preferred  Stock to Common  Stock until 5 p.m.,  New York time,  on the third
Business Day preceding the  Redemption  Date by complying with the provisions of
Section 3 hereof;

                        (VII)   that  the   holder  is  to   surrender   to  the
Corporation,  at the place or places where  certificates  for shares of Series A
Preferred Stock are to be surrendered  for redemption,  in the manner and at the
price  designated,  its certificate or certificates  representing  the shares of
Series A Preferred Stock to be redeemed; and

                        (VIII)  that  dividends  on the  shares of the  Series A
Preferred  Stock to be  redeemed  shall cease to accrue on the  Redemption  Date
unless the Corporation defaults in the payment of the redemption price.

                  E. Each holder of Series A Preferred Stock shall surrender the
certificate or certificates representing such shares of Series A Preferred Stock
to the Corporation,  duly endorsed, in the manner and at the place designated in
the Redemption  Notice and on the date of redemption.  The full redemption price
for such  shares of Series A  Preferred  Stock  shall be  payable in cash to the
Person  whose name  appears on such  certificate  or  certificates  as the owner
thereof, and each surrendered  certificate shall be canceled and retired. In the
event that less than all of the shares  represented by any such  certificate are
redeemed, a new certificate shall be issued representing the unredeemed shares.

                  F. Unless the  Corporation  defaults in the payment in full of
the  applicable  redemption  price,  dividends  on the Series A Preferred  Stock
called for redemption  shall cease to accumulate on the Redemption Date, and the
holders of such  redeemed  shares  shall cease to have any  further  rights with
respect  thereto  from and after the  Redemption  Date,  other than the right to
receive the redemption price, without interest.

            6. VOTING RIGHTS.

                  A. The holders of Series A  Preferred  Stock shall be entitled
to notice of all  stockholders  meetings in  accordance  with the  Corporation's
bylaws and the DGCL,  and except as otherwise  required by  applicable  law, the
holders of the Series A Preferred Stock shall be entitled to vote on all matters
submitted to the  stockholders  for a vote,  voting together with the holders of
the Common Stock as a single class,  with each share of Series A Preferred Stock
entitled to one vote per share.

                  B.  The  holders  of the  Series  A  Preferred  Stock,  voting
separately as one class,  shall have the right to elect (i) two directors at all
times  during  which the  Series A  Preferred  Stock is  outstanding  and (ii) a
majority of the  directors,  if at any time  dividends on the Series A Preferred
Stock shall be unpaid in an amount  equal to two full years'  dividends  on such
securities,  and to continue to be so represented until all dividends in arrears
shall have been paid or otherwise  provided for  (subject,  however to the prior
rights, if any, of the holders of any class

<PAGE>

of Senior  Securities  outstanding.) If any vacancies shall exist in the offices
of  directors  elected  by the  holders of the Series A  Preferred  Stock,  such
vacancy shall be filled as follows:

                        (I) Upon the written request of the holders of record of
at  least  25% of the  shares  of  Series A  Preferred  Stock  then  outstanding
addressed  to  the  Secretary  of  the  Corporation,  a  proper  officer  of the
Corporation  shall call a special  meeting of the  holders of Series A Preferred
Stock for the purpose of electing the directors  which such holders are entitled
to elect.  If such  meeting  shall not be called by the  proper  officer  of the
Corporation  within 30 days after personal  service of said written request upon
the  Secretary  of the  Corporation,  or within 30 days after  mailing  the same
within the United  States by certified  mail,  addressed to the Secretary of the
Corporation at its principal executive offices, then the holders of record of at
least  25% of the  outstanding  shares  of the  Series  A  Preferred  Stock  may
designate  in writing one of their number to call such meeting at the expense of
the Corporation, and such meeting may be called by the Person so designated upon
the notice  required for the annual  meetings of stockholders of the Corporation
and shall be held at the place for holding the annual  meetings of  stockholders
or such other place in the United  States as shall be designated in such notice.
Notwithstanding  the provisions of this  subparagraph,  no such special  meeting
shall be called if any such  request is  received  less than 60 days  before the
date fixed for the next ensuing annual or special meeting of stockholders of the
Corporation.  Any holder of shares of the Series A Preferred Stock so designated
shall have, and the Corporation shall provide, access to the lists of holders of
shares  of the  Series A  Preferred  Stock  for  purposes  of  calling a meeting
pursuant to the provisions of this subparagraph.

                        (II) At any  meeting  held for the  purpose of  electing
directors at which the holders of Series A Preferred  Stock shall have the right
to elect  directors,  the  presence  in person or by proxy of the  holders of at
least a majority of the holders of the Series A Preferred  Stock present at such
meeting, or represented by proxy, shall have the right to elect directors.

                        (III) Any vacancy  occurring in the office of a director
elected  by the  holders of the  Series A  Preferred  Stock may be filled by the
remaining  director  elected by such holders unless and until such vacancy shall
be filled by such holders.

                  C. The Corporation  shall not, without the affirmative vote or
consent  of the  holders  of at  least a  majority  of the  shares  of  Series A
Preferred Stock then outstanding voting as one class:

                        (I) amend or  otherwise  alter this Amended and Restated
Certificate of Incorporation in any manner that under the DGCL or the Investment
Company Act requires the prior vote as a separate class of the holders of Series
A Preferred Stock;

                        (II) take any  action  which  detracts  from the  voting
powers,  preferences  and  relative,  participating,  optional and other special
rights,  and  qualifications,  limitations,  and  restrictions  of the  Series A
Preferred  Stock;  PROVIDED,  HOWEVER,  that the Corporation  shall be entitled,
without  the  consent  of any  holders  of  Series A  Preferred  Stock,  to make
additional  issuances of Series A Preferred  Stock,  Senior  Securities,  Parity
Securities or Junior Securities;

<PAGE>

                        (III) waive compliance with any provision of paragraph D
of Article IV of this Amended and Restated Certificate of Incorporation; or

                        (IV)  complete  any  plan  of  reorganization  adversely
affecting the Series A Preferred Stock or take any of the actions  enumerated in
Section 13(a) of the Investment Company Act.

                  D. Without the consent of each holder  affected,  an amendment
or waiver of this  Amended and Restated  Certificate  of  Incorporation  may not
(with respect to any shares of Series A Preferred Stock held by a non-consenting
holder):

                        (I) alter the voting rights with respect to the Series A
Preferred Stock or reduce the number of shares of Series A Preferred Stock whose
holders must consent to an amendment, supplement or waiver;

                        (II)  reduce  the  Liquidation  Preference  or alter the
provisions with respect to the redemption of the Series A Preferred Stock;

                        (III) alter in any manner the  conversion  rights of the
holders of Series A Preferred Stock set forth in paragraph 3 hereof;

                        (IV)  reduce the rate of or change the time for  payment
of dividends on any share of Series A Preferred Stock;

                        (V)  waive  the  consequences  of  any  failure  to  pay
dividends on the Series A Preferred Stock;

                        (VI) make any share of Series A Preferred  Stock payable
in any form other than as stated in this  Amended and  Restated  Certificate  of
Incorporation;

                        (VII) make any change in the  provisions of this Amended
and Restated  Certificate of Incorporation  relating to waivers of the rights of
holders of Series A Preferred  Stock to receive the  Liquidation  Preference and
dividends on the Series A Preferred Stock;

                        (VIII)  waive a  redemption  payment with respect to any
share of Series A Preferred Stock; or

                        (IX) make any  change  in the  foregoing  amendment  and
waiver provisions.

                  E. The Corporation in its sole discretion may without the vote
or consent of any  holders of the Series A Preferred  Stock amend or  supplement
this Amended and Restated Certificate of Incorporation:

                        (I) to cure any ambiguity,  defect or  inconsistency  in
any manner  that does not  adversely  affect the  holders of Series A  Preferred
Stock;

<PAGE>

                        (II) to provide  for  uncertificated  Series A Preferred
Stock in addition to or in place of certificated Series A Preferred Stock;

                        (III)  to  make  any  change  that  would   provide  any
additional rights; or

                        (IV) in any  manner  that  benefits  the  holders of the
Series A Preferred Stock or that does not adversely affect the rights under this
Amended and Restated Certificate of Incorporation of any such holder.

            7. EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required by
law,  the shares of Series A Preferred  Stock shall not have any voting  powers,
preferences and relative, participating, optional or other special rights, other
than those  specifically  set forth in this Amended and Restated  Certificate of
Incorporation  (as the same may be  amended  from time to time).  The  shares of
Series A Preferred Stock shall have no preemptive or subscription rights.

            8.   HEADINGS  OF   SUBDIVISIONS.   The   headings  of  the  various
subdivisions  hereof are for  convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.

            9. SEVERABILITY OF PROVISIONS. If any voting powers, preferences and
relative,  participating,  optional  and other  special  rights of the  Series A
Preferred Stock and  qualifications,  limitations and  restrictions  thereof set
forth in this Amended and Restated Certificate of Incorporation (as the same may
be  amended  from  time to time) is  invalid,  unlawful  or  incapable  of being
enforced by reason of any rule of law or public policy, all other voting powers,
preferences  and relative,  participating,  optional and other special rights of
Series A  Preferred  Stock  and  qualifications,  limitations  and  restrictions
thereof set forth in this  resolution  (as so amended) which can be given effect
without the invalid,  unlawful or unenforceable  voting powers,  preferences and
relative, participating,  optional or other special rights of Series A Preferred
Stock  and   qualifications,   limitations  and   restrictions   thereof  shall,
nevertheless,  remain in full force and effect and no voting powers, preferences
and  relative,  participating,  optional  or other  special  rights  of Series A
Preferred Stock and qualifications,  limitations and restrictions thereof herein
set  forth  shall  be  deemed  dependent  upon any  other  such  voting  powers,
preferences  and relative,  participating,  optional or other special  rights of
Series A  Preferred  Stock  and  qualifications,  limitations  and  restrictions
thereof unless so expressed herein.

            10.  RE-ISSUANCE  OF SERIES A  PREFERRED  STOCK.  Shares of Series A
Preferred  Stock that have been issued and  reacquired in any manner,  including
shares  purchased or redeemed or exchanged or converted,  shall (upon compliance
with any  applicable  provisions  of the laws of  Delaware)  have the  status of
authorized  but  unissued   shares  of  preferred   stock  of  the   Corporation
undesignated as to series and may be designated or  re-designated  and issued or
reissued,  as the case may be, as part of any series of  preferred  stock of the
Corporation,  provided  that any  issuance  of such shares as Series A Preferred
Stock must be in compliance with the terms hereof.

            11. MUTILATED OR MISSING SERIES A PREFERRED STOCK  CERTIFICATES.  If
any of the Series A  Preferred  Stock  certificates  shall be  mutilated,  lost,
stolen or destroyed, the

<PAGE>

Corporation   shall  issue,  in  exchange  and  in  substitution  for  and  upon
cancellation of the mutilated Series A Preferred Stock  certificate,  or in lieu
of and substitution for the Series A Preferred Stock certificate lost, stolen or
destroyed,  a new  Series  A  Preferred  Stock  certificate  of like  tenor  and
representing  an equivalent  amount of shares of Series A Preferred  Stock,  but
only upon receipt of evidence of such loss,  theft or destruction of such Series
A Preferred Stock certificate and indemnity,  if requested,  satisfactory to the
Corporation and the Transfer Agent (if other than the Corporation).

                                       V.

      For the  management  of the business and for the conduct of the affairs of
the  Corporation,  and in further  definition,  limitation and regulation of the
powers of the Corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:

      A. BOARD OF DIRECTORS.

            1. POWERS AND NUMBERS OF DIRECTORS.  The  management of the business
and the conduct of the affairs of the  Corporation  shall be vested in its Board
of Directors.  The number of directors which shall constitute the whole Board of
Directors shall be fixed  exclusively by one or more resolutions  adopted by the
Board of Directors and not inconsistent with the Certificate of Incorporation of
the Corporation.

            2.  CLASSIFICATION.  Subject  to the  rights of the  holders  of any
series  of  Preferred  Stock  to  elect  additional  directors  under  specified
circumstances,  the directors shall be divided into three classes  designated as
"CLASS I", "CLASS II" and "CLASS III",  respectively.  Directors shall initially
be assigned to each class in accordance with a resolution or resolutions adopted
by the Board of Directors. At the first annual meeting of stockholders following
the date  upon  which  this  Certificate  of  Incorporation  is  filed  with the
Secretary of State of the State of Delaware (the "EFFECTIVE  DATE"), the term of
office of the Class I  directors  shall  expire and Class I  directors  shall be
elected  for a full  term of  three  years.  At the  second  annual  meeting  of
stockholders  following the Effective  Date,  the term of office of the Class II
directors  shall expire and Class II directors  shall be elected for a full term
of three  years.  At the third  annual  meeting of  stockholders  following  the
Effective  Date, the term of office of the Class III directors  shall expire and
Class III  directors  shall be elected for a full term of three  years.  At each
succeeding annual meeting of stockholders, directors shall be elected for a full
term of three years to succeed the  directors of the class whose terms expire at
such annual meeting.  Notwithstanding the foregoing  provisions of this section,
each  director  shall serve until his successor is duly elected and qualified or
until his death,  resignation or removal. No decrease in the number of directors
constituting  the Board of  Directors  shall  shorten the term of any  incumbent
director.

            3. REMOVAL OF DIRECTORS.

                  A. Subject to the rights of any series of  Preferred  Stock to
elect additional directors under specified  circumstances,  neither the Board of
Directors nor any individual director may be removed without cause.

<PAGE>

                  B. Subject to any  limitation  imposed by law, any  individual
director or directors may be removed with cause by the  affirmative  vote of the
holders of a  majority  of the voting  power of all  then-outstanding  shares of
capital stock of the  Corporation  entitled to vote  generally at an election of
directors.

            4. VACANCIES.  Subject to the rights of the holders of any series of
Preferred Stock,  any vacancies on the Board of Directors  resulting from death,
resignation,  disqualification,  removal or other  causes and any newly  created
directorships  resulting  from any increase in the number of  directors,  shall,
unless the Board of Directors  determines by resolution  that any such vacancies
or newly created  directorships  shall be filled by the stockholders,  except as
otherwise  provided by law, be filled only by the affirmative vote of a majority
of the directors then in office,  even though less than a quorum of the Board of
Directors, and not by the stockholders.  Any director elected in accordance with
the preceding  sentence  shall hold office for the remainder of the full term of
the  director  for which the  vacancy  was  created or  occurred  and until such
director's successor shall have been elected and qualified.

      B. BYLAW AMENDMENTS.  The Board is expressly  empowered to adopt, amend or
repeal the Bylaws of the Corporation.  The stockholders shall also have power to
adopt, amend or repeal the Bylaws of the Corporation;  PROVIDED,  HOWEVER, that,
in  addition  to any vote of the  holders of any class or series of stock of the
Corporation  required  by law  or by  this  Certificate  of  Incorporation,  the
affirmative  vote of the holders of at least  sixty-six and  two-thirds  percent
(66-2/3%)  of the  voting  power of all of the  then-outstanding  shares  of the
capital stock of the  Corporation  entitled to vote generally in the election of
directors,  voting together as a single class, shall be required to adopt, amend
or repeal any provision of the Bylaws of the  Corporation.  The directors of the
Corporation need not be elected by written ballot unless the Bylaws so provide.

      C. STOCKHOLDER ACTION. No action shall be taken by the stockholders of the
Corporation  except at an annual or special  meeting of  stockholders  called in
accordance  with the Bylaws.  No action  shall be taken by the  stockholders  by
written consent or electronic transmission.

      D. ADVANCE  NOTICE.  Advance  notice of  stockholder  nominations  for the
election of directors and of business to be brought by  stockholders  before any
meeting  of the  stockholders  of the  Corporation  shall be given in the manner
provided in the Bylaws of the Corporation.

                                      VI.

      A. A current or former director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director,  except for  liability:  (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders; (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law;  (iii) under Section 174 of the DGCL; or (iv) for any
transaction from which the director derived any improper  personal  benefit.  If
the DGCL is  hereafter  amended  to  further  reduce or to  authorize,  with the
approval of the Corporation's stockholders,  further reductions in the liability
of the Corporation's directors for breach of

<PAGE>

fiduciary duty,  then a current or former director of the Corporation  shall not
be liable for any such breach to the fullest extent  permitted by the DGCL as so
amended.

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

      C. Any repeal or modification  of any of the foregoing  provisions of this
Article  VI shall be  prospective  and 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  occurring  prior to,  such  repeal or
modification.

                                      VII.

      A. 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,  except as provided in paragraph B of this
Article VII, and all rights conferred upon the  stockholders  herein are granted
subject to this reservation.

      B.   Notwithstanding   any  other   provisions  of  this   Certificate  of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote,  but in  addition  to any  affirmative  vote of the  holders  of any
particular class or series of the Corporation  required by law, this Certificate
of  Incorporation  or any  certificate  of  designation  filed with respect to a
series of  Preferred  Stock,  the  affirmative  vote of the  holders of at least
sixty-six  and  two-thirds   percent  (66-2/3%)  of  the  voting  power  of  the
then-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, amend or repeal Articles V, VI or VII.