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Exhibit 3.1.3
A385448
                                                                           FILED
                                         In the office of the Secretary of State
                                                      of the State of California
                                                                     APR 13 1990



                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                      VOXEL


      Allan M. Wolfe and Oran Muduroglu certify that:

      1. They are the president and the secretary, respectively, of VOXEL, a
California corporation.

      2. The Articles of Incorporation of this corporation are amended and
restated to read as follows:

                                        I

      The name of this corporation is Voxel.

                                       II

      The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                       III

      The total authorized capital stock of the corporation consists of
12,000,000 shares, consisting of 10,000,000 shares of common stock ("Common
Stock"), and 2,000,000 shares of preferred stock. The initial series of
preferred stock shall be designated "Series A Preferred Stock" and "Series B
Preferred Stock." The Series A Preferred Stock Shall consist of 490,801 shares
and the Series B Preferred Stock shall consist of 883,444 shares.



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      The Series A Preferred Stock and the Series B Preferred Stock shall be
identical in all respects and shall have equal rights and privileges, except as
otherwise provided in this Article. The relative rights, preferences and
restrictions granted to and imposed on Common Stock and Series A Preferred Stock
and Series B Preferred Stock, (the Series A Preferred Stock and Series B Stock
are collectively referred to herein as the "Preferred Stock") are as follows:

      1. DIVIDEND PROVISIONS.

           (a) The holders of shares of Preferred Stock shall be entitled to
receive dividends or distributions, if and when declared by the Board of
Directors, out of any assets legally available therefor. No dividend or
distribution may be declared or paid on any shares of Common Stock unless at the
same time a dividend or distribution is declared or paid, as the case may be,
for a given fiscal year on all outstanding shares of each series of Preferred
Stock at the rate of nine percent (9%) of the Original Issue Price (as defined
below) for such series per annum. After payment of dividends on each series of
the Preferred Stock at the aforesaid rate during a given fiscal year, dividends
may be declared and paid during such fiscal year on the Common Stock; provided
that holders of the then-outstanding Common Stock shall not be entitled to any
dividend (other than pro rata dividends or distributions payable solely in
Common Stock) unless at the same time the holders of each series of Preferred
Stock receive a per share dividend (in addition to the dividend referred to
above) equal to the per share dividend paid on the Common Stock (based upon the
number of shares of Common Stock into which each share of that series of
Preferred Stock could then be converted). The right to dividends on any series
of Preferred Stock shall not be cumulative, and no rights shall accrue to
holders of any series of Preferred Stock by reason of the fact that dividends
thereon are not declared in any period.

           (b) As authorized by Section 402.5(c) of the California Corporations
Code, the provisions of Sections 502 and 503 of the California Corporations Code
shall not apply with respect to repurchases by the corporation of Shares of
Common Stock or Preferred Stock issued to or held by employees, officers,
directors or consultants of the corporation or its subsidiaries upon termination
of their employment or services pursuant to agreements providing for the right
of said repurchase, provided that such repurchases are not prohibited by
Section 2(b) or Section 7(e) hereof.

      2. LIQUIDATION PREFERENCE.

           (a) In the event of any liquidation, dissolution or winding up of the
corporation, either



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voluntary or involuntary, each holder of Series A -Preferred Stock and Series B
Preferred Stock shall be entitled to receive, by reason of their ownership of
such stock, prior and in preference to any distribution of any of the assets of
this Corporation to the holders of the Common Stock or stock of any other class
or series ranking junior as to the assets in liquidation to such Series A
Preferred Stock and Series B Preferred Stock, (i) the amount per share of $0.10
for each outstanding share of Series A Preferred Stock then held by them (the
"Series A Original Issue Price"), (ii) the amount per share of $0.50 for each
outstanding share of Series B Preferred Stock then held by them (the "Series B
Original Issue Price"), and (iii) an amount equal to any dividends declared but
unpaid on any shares of Series A Preferred Stock and Series B Preferred Stock
held by such holder. If, upon the occurrence of such event, the assets and funds
thus distributable among the holders of Series A Preferred Stock and Series B
Preferred Stock are insufficient to permit the payment to such holders of the
full aforesaid preferential amounts, then the entire assets and funds of the
corporation legally available for distribution shall be distributed ratably
among all holders of Series A Preferred Stock and Series B Preferred Stock in
proportion to their respective preferences that would have been payable in
respect of the shares held by them upon such distribution if all preferences on
or with respect to such shares were paid in full.

           (b) After the payment or the setting apart of payment to the holders
of the Series A Preferred Stock and the Series B Preferred Stock of the
preferential amounts so payable to them, the holders of Common Stock shall be
entitled to receive $.05 per share for each outstanding share of Common Stock
then held by them and, in addition, an amount equal to all declared and unpaid
dividends on the Common Stock then held by them. If the assets or surplus funds
remaining after the completion of the distribution required by subsection (a) of
this Section 2 are insufficient to provide for payment of their full
preferential amount described in the previous sentence, each holder of Common
Stock shall receive a pro rata share of the assets and funds legally available
for distribution of the corporation corresponding to the percentage of
outstanding Common Stock held by that holder.

           (c) After the payment or the setting apart of payment to the holders
of Preferred Stock and Common Stock of the preferential amounts so payable to
them, such assets and funds as are then available shall be distributed ratably
among the holders of Preferred Stock and Common Stock based on the number of
shares of Common Stock held, assuming conversion of the Preferred Stock.

                                      -3-


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           (d) A consolidation or merger of this corporation with or into any
other corporation or other entity or person, or a sale, conveyance, or
disposition of all or substantially all of the assets of the corporation or the
effectuation by the corporation of any reorganization or any other transaction
or series of related transactions in which more than 50% of the voting power of
the corporation is transferred, shall not be deemed to be a liquidation,
dissolution or winding up within the meaning of this Section 2 but shall instead
be treated pursuant to Section 5 hereof.

      3. REDEMPTION.

           (a) To the extent allowed by law, the corporation shall redeem shares
of Preferred Stock upon the request of the holders thereof in accordance with
subsections (b) through (e) of this Section 3. The redemption price for each
series of Preferred Stock shall be equal to the sum of all unpaid dividends
declared or accrued with respect to such series (as adjusted for stock splits,
stock dividends or similar recapitalizations) pursuant to Section 1 hereof plus
the amount of the Original Issue Price for such series (the "Series A Redemption
Price" or "the Series B Redemption Price," as applicable).

      (b) At least 90 but no more than 120 days prior to April 11, 1995, any
holder(s) of any series of Preferred Stock desiring that a redemption be made
shall make a written request that the corporation's Preferred Stock be made
eligible for redemption. Within fifteen (15) days following the corporation's
receipt of such request, a written notice ("Redemption Notice") shall be mailed,
postage prepaid, to each holder of record (at the close of business on the
business day next preceding the day on which notice is given) of Preferred
Stock, at the address last shown on the records of the corporation for such
holder or given by the holder to the corporation for the purpose of notice. The
Redemption Notice shall state that a request to redeem has been received, that
each holder of Preferred Stock has the right under these Amended and Restated
Articles of Incorporation to vote to have the shares of Preferred Stock
concurrently redeemed and that such redemption requires the approval of the
holders of at least 66-2/3% of the outstanding shares of Preferred Stock. The
Redemption Notice shall also specify the date (the "Redemption Date") on which
such redemption of Preferred Stock is to be effected (which such date shall be
the later of (a) the sixtieth (60th) day after the date on which the Redemption
Notice is mailed or, if such sixtieth (60th) day is not a business day, the
first business day thereafter) or (b) April 11, 1995, the


                                      -4-


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applicable Redemption Price, the place at which payment may be obtained, and the
manner in which, and the place at which certificate(s) may be surrendered. On
the Redemption Date, if the holders of at least 66-2/3% of the Preferred Stock
have elected to have the outstanding shares of Preferred Stock redeemed, the
corporation shall redeem, in accordance with this Section 3, all shares of
Preferred Stock. Except as provided in subsection 3(d), on or after the
Redemption Date, each holder of the series of Preferred Stock shall surrender to
the corporation the certificate or certificates representing such shares, in the
manner and at the place designated in the Redemption Notice, and thereupon the
applicable Redemption Price of such shares shall be payable to the order of the
person whose name appears on such certificate or certificates as the owner
thereof and each surrendered certificate shall be cancelled.

           (c) From and after the close of business on any Redemption Date,
unless there shall have been a default in payment of the applicable Redemption
Price, all rights of the holders of the shares to be redeemed on such date as
holders of such shares (except the right to receive the applicable Redemption
Price without interest upon surrender of their certificate or certificates)
shall cease with respect to such shares and such shares shall not thereafter be
transferred on the books of the corporation or be deemed to be outstanding for
any purpose whatsoever.

           (d) On or prior to the Redemption Date, the corporation shall deposit
the applicable Redemption Price for all outstanding shares of the series of
Preferred Stock to be redeemed with a bank or trust company having aggregate
capital and surplus in excess of $50,000,000, as a trust fund for the benefit of
the respective holders of such shares. Simultaneously, the corporation shall
deposit irrevocable instruction and authority to such bank or trust company to
pay, on and after the date fixed for redemption or prior thereto, the Redemption
Price to the holders of the series of shares to be redeemed upon surrender of
their certificates therefor. Any moneys deposited by the corporation pursuant to
this subsection 3(d) for the redemption of shares that are thereafter converted
into shares of Common Stock pursuant to Section 4 hereof no later than the close
of business on the Redemption Date shall be returned to the corporation
forthwith upon such conversion. The balance of any moneys deposited by the
corporation pursuant to this subsection 3(d) remaining unclaimed at the
expiration of one year following the Redemption Date shall thereafter be
returned to the corporation, provided that the shareholder to which such moneys
would be payable hereunder shall be


                                       -5-



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entitled, upon proof of its ownership of the stock to be redeemed and payment of
any bond requested by the corporation, to receive such moneys but without
interest from the Redemption Date.

           (e) Any election to redeem shall be made by delivering to the
corporation written notice of election specifying the number of shares of the
series of Preferred Stock offered for redemption.

      4. CONVERSION. The holders of each series of the Preferred Stock shall
have conversion rights as follows (the "Conversion Rights"):

           (a) RIGHT TO CONVERT.

                  (i) Subject to subsection (c) of this Section 4, each share of
            each series of Preferred Stock shall be convertible, at the option
            of the holder thereof, at any time after the date of issuance of
            such share and prior to the close of business on any Redemption Date
            as may have been filed in any Redemption Notice with respect to such
            share, at the office of this corporation or any transfer agent for
            the Preferred Stock, into such number of fully paid and
            nonassessable shares of Common Stock as is determined by dividing
            the Original Issue Price for that series by the Conversion Price at
            the time in effect for such series. The initial conversion price per
            share (the "Conversion Price") for shares of Series A Preferred
            Stock shall be $.10 and for shares of Series B Preferred Stock shall
            be $.50. Such initial Conversion Price shall be subject to
            adjustment as set forth in subsection (c) of this Section 4.

                  (ii) Each share of Preferred Stock shall automatically be
            converted into shares of Common Stock at the Conversion Price than
            in effect for the series of which it is a part (A) immediately upon
            the consummation of the corporation's sale of its Common Stock in a
            bona fide, firm commitment underwriting pursuant to an effective
            registration statement under the Securities Act of 1933, as amended,
            which results in aggregate cash proceeds to this corporation of at
            least $7,500,000 and the public offering price of which (before
            underwriters commissions and expenses) is not less than $4.00 per
            share (adjusted to reflect any subsequent stock splits, stock
            dividends or recapitalizations); or (B) upon the approval of the
            conversion of the Preferred Stock by holders of 51% of the
            then-outstanding shares of Preferred Stock,


                                       -6-



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           (b) MECHANICS OF CONVERSION. Before any holder of Preferred Stock
shall be entitled to convert the same into shares of Common Stock, he or she
shall surrender the certificate or certificates therefor, duly endorsed, at the
office of this corporation or of any transfer agent for the Preferred Stock, and
shall give written notice by mail, postage prepaid, to this corporation at its
principal corporate office, of the election to convert the same and shall state
therein the name or names in which the certificate or certificates for shares of
Common Stock are to be issued; provided, however, that in the event of an
automatic conversion pursuant to Section 4(a)(ii), the outstanding shares of
Preferred Stock shall be converted automatically without any further action by
the holders of such shares and whether or not the certificates representing such
shares are surrendered to the corporation or its transfer agent, and provided
further that the corporation shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon such automatic conversion
unless the certificate evidencing such shares of Preferred Stock are either
delivered to the corporation or its transfer agent, or the holder notifies the
corporation or its transfer agent that such certificates have been lost, stolen
or destroyed and executes an agreement satisfactory to the corporation to
indemnify the corporation from any loss incurred by it in connection with such
certificates. The corporation shall, as soon as practicable after such delivery,
or such agreement and indemnification in the case of a lost certificate, issue
and deliver at such office to such holder, or to the nominee or nominees of such
holder, a certificate or certificates for the number of shares of Common Stock
to which such holder shall be entitled as aforesaid. Any conversion pursuant to
Section 4(a)(i) shall be deemed to have been made immediately prior to the close
of business on the date of surrender of the shares to be converted, and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock as of such date. If the conversion is in
connection with an underwritten offering of securities registered pursuant to
the Securities Act of 1933, the conversion may, at the option of any holder
tendering stock for conversion, be conditioned upon the closing with the
underwriter of the sale of securities pursuant to such offering, in which
event, the tendering holder(s) of stock shall not be deemed to have converted
such stock until immediately prior to the closing of such sale of securities.



                                       -7-



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           (c) CONVERSION PRICE ADJUSTMENTS. The Conversion Price of the Series
A Preferred Stock and Series B Preferred Stock shall be subject to adjustment
from time to time as follows:

                (i) (A) If the corporation shall issue any Additional Stock (as
defined below) without consideration or for a consideration per share less than
the Conversion Price to any series of the Preferred Stock in effect immediately
prior to the issuance of such Additional Stock, the Conversion Price for that
series of Preferred Stock in effect immediately prior to each such issuance
shall forthwith (except as otherwise provided in this clause (i)) be adjusted to
a price equal to the quotient obtained by dividing the total computed under
clause (x) below by the total computed under clause (y) below as follows:

                  (x) an amount equal to the sum of

                  (1) the aggregate purchase price of the shares of the series
            of Preferred Stock with respect to which the adjustment is being
            made, plus

                  (2) the aggregate consideration, if any, received by the
            corporation for all Additional Stock issued or deemed to be issued
            since April 11, 1990 (the "Purchase Date");

                  (y) an amount equal to the sum of

                  (1) the aggregate purchase price of the shares of the series
            of Preferred Stock with respect to which the adjustment is being
            made, divided by the Conversion Price for such shares in effect at
            the Purchase Date (or such higher or lower Conversion Price for such
            series as results from the application of subsections (c)(iii) and
            (iv) of this Section 4, and assuming that these Restated Articles
            were in effect as of the Purchase Date) plus

                  (2) the number of shares of Additional Stock issued or deemed
            to be issued since the Purchase Date (increased or decreased to the
            extent that the number of such shares of Additional Stock shall have
            been increased or decreased as the result of the application of
            subsections (c)(iii) and (iv) of this Section 4).

                        (B) No adjustment of the Conversion Price for any series
of Preferred Stock shall be made in an amount less than one cent per share,
provided that any adjustments which are not required to be made by reason of



                                       -8-



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this sentence shall be carried forward and taken into account in any subsequent
adjustment. Except to the limited extent provided for in subsections
(c)(i)(E)(3) and (c)(i)(E)(4) of this Section 4, no adjustment of such
Conversion Price shall have the effect of increasing the Conversion Price above
the Conversion Price in effect immediately prior to such adjustment.

                        (C) In the case of the issuance of Common Stock for
cash, the consideration shall be deemed to be the amount of cash paid therefor
before deducting any reasonable discounts, commissions or other expenses
allowed, paid or incurred by this corporation for any underwriting or otherwise
in connection with the issuance and sale thereof.

                        (D) In the case of the issuance of Common Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair value thereof as determined by the Board of
Directors irrespective of any accounting treatment.

                        (E) In the case of the issuance of options to purchase
(including without limitation warrants or other similar rights) or rights to
subscribe for Common Stock, securities by their terms convertible into or
exchangeable for Common Stock or options to purchase or rights to subscribe for
such convertible or exchangeable securities (which are not excluded from the
definition of Additional Stock), the following provisions shall apply:

            1. The aggregate maximum number of shares of Common Stock
      deliverable upon exercise of such options to purchase or rights to
      subscribe for Common Stock shall be deemed to have been issued at the time
      such options or rights were issued and for a consideration equal to the
      consideration (determined in the manner provided in subsections (c)(i)(C)
      and (c)(i)(D) of this Section 4), if any, received by the corporation upon
      the issuance of such options or rights plus the minimum purchase price
      provided in such options or rights for the Common Stock covered thereby;
      provided, however, that no further adjustment in the Conversion Price
      shall be made upon the subsequent issue of Additional Stock upon exercise
      of such options or rights;

            2. The aggregate maximum number of shares of Common Stock
      deliverable upon conversion of or in exchange for any such convertible or
      exchangeable securities or upon the exercise of options to purchase or
      rights to subscribe for such convertible or exchangeable securities and
      subsequent conversion



                                       -9-



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or exchange thereof shall be deemed to have been issued at the time such
securities were issued or such options or rights were issued and for a
consideration equal to the consideration, if any, received by the corporation
for any such securities and related options or rights (excluding any cash
received on account of accrued interest or accrued dividends), plus the
additional consideration, if any, to be received by the corporation upon the
conversion or exchange of such securities or the exercise of any related options
or rights (the consideration in each case to be determined in the manner
provided in subsections (c)(i)(C) and (c)(i)(D) of this Section 4); provided,
however, that no further adjustment in the Conversion Price shall be made upon
the subsequent issuance of the Additional Stock delivered upon the conversion or
in exchange for such convertible or exchangeable securities or upon the issuance
of such convertible or exchangeable securities on the exercise of such options
or rights;

      3. In the event of any change in the number of shares of Common Stock
deliverable (or any change in the consideration payable) upon exercise of such
options or rights or upon conversion of or in exchange for such convertible or
exchangeable securities, including, but not limited to, a change resulting from
the antidilution provisions thereof, the Conversion Price in effect at the time
for each series of Preferred Stock shall forthwith be readjusted to such
Conversion Price as would have obtained had the adjustment that was made upon
the issuance of such options, rights or securities not converted prior to such
change been made upon the basis of such change, but no further adjustment shall
be made for the actual issuance of Common Stock (or the actual payment of
consideration to the corporation) upon the exercise of any such options or
rights or the conversion or exchange of such securities;

      4. Upon the expiration of any such options or rights, the termination of
any such rights to convert or exchange or the expiration of any options or
rights related to such convertible or exchangeable securities, the Conversion
Price for each series of Preferred Stock shall forthwith be readjusted to such
Conversion Price as would have obtained had the adjustment that was made upon
the issuance of such options, rights or securities or options or rights related
to such securities been made upon the basis of the issuance of only the number
of shares of



                                      -10-



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Common Stock actually issued upon the exercise of such options or rights, upon
the conversion or exchange of such securities or upon the exercise of the
options or rights related to such securities.

            (ii) "Additional Stock" shall mean any shares of Common Stock issued
      (or deemed to have been issued pursuant to subsection (c)(i)(E) of this
      Section 4) by this corporation after the Purchase Date other than

            (A) Common Stock issued pursuant to a transaction described in
      subsection (c)(iii) of this Section 4,

            (B) shares of Common Stock issuable or issued to founders,
      employees, consultants or directors of this corporation primarily for the
      purpose of soliciting or retaining their services pursuant to a stock
      option plan or restricted stock plan or other arrangement approved by the
      directors of this corporation,

            (C) Common Stock issued or issuable upon conversion of the Series A
      Preferred Stock,

            (D) Common Stock issued or issuable upon conversion of the Series B
      Preferred Stock, and

            (iii) In the event the corporation should, at any time or from time
      to time after the Purchase Date, fix a record date for the effectuation of
      a split or subdivision of the outstanding shares of Common Stock or the
      determination of holders of Common Stock entitled to receive a dividend or
      other distribution payable in additional shares of Common Stock or other
      securities or rights convertible into, or entitling the holder thereof to
      receive directly or indirectly, additional shares of Common Stock
      (hereinafter referred to as "Common Stock Equivalents") without payment of
      any consideration by such holder for the additional shares of Common Stock
      or the Common Stock Equivalents (including the additional shares of Common
      Stock issuable upon conversion or exercise thereof), then, as of such
      record date (or the date of such dividend distribution, split or
      subdivision if no record date is fixed), the Conversion Price of each
      series of Preferred Stock shall be appropriately decreased so that the
      number of shares of Common Stock issuable on conversion of each such
      series shall be increased in proportion to such increase of outstanding
      shares determined in accordance with subsection (c).i)(E) hereof.

            (iv) If the number of shares of Common outstanding at any time after
      the Purchase Date is

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decreased by a combination of the outstanding shares of Common Stock, then,
following the record date of such combination, the Conversion Prices for each
series of Preferred Stock shall be appropriately increased so that the number of
shares of Common Stock issuable on conversion of each such series shall be
decreased in proportion to such decrease in outstanding shares.

           (d) OTHER DISTRIBUTIONS. In the event this corporation shall declare
a distribution payable in securities of other persons, evidences of indebtedness
issued by this corporation or other persons, assets (excluding cash dividends)
or options or rights not referred to in Section 4(c) hereof, then, in each such
case for the purpose of this subsection (d), the holders of each series of the
Preferred Stock shall be entitled to a proportionate share of any such
distribution as though they were the holders of the number of shares of Common
Stock of the corporation into which their shares of Preferred Stock are
convertible as of the record date fixed for the determination of the holders of
Common Stock of the corporation entitled to receive such distribution.

           (e) RECAPITALIZATIONS. If at any time or from time to time there
shall be a recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for elsewhere in
this Section 4 or Section 5), provision shall be made so that the holders of
each series of Preferred Stock shall thereafter be entitled to receive, upon
conversion of the Preferred Stock, the number of shares of stock or other
securities or property of the corporation or otherwise, to which a holder of
Common Stock deliverable upon conversion would have been entitled on such
recapitalization. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 4 with respect to the rights of
the holders of the Preferred Stock after the recapitalization to the end that
the provisions of this Section 4 (including adjustment of the Conversion Prices
then in effect and the number of shares purchasable upon conversion of each
series of the Preferred Stock) shall be applicable after that event as nearly
equivalent as may be practicable.

           (f) NO IMPAIRMENT. This corporation will not, by amendment of its
Restated Articles of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution. issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terns to be observed or performed
hereunder by this corporation,




                                      -12-



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but will at all times in good faith assist in the carrying out of all the
provisions of this Section 4 and in the taking of all such action as may be
necessary or appropriate in order to protect against impairment of the
Conversion Rights of the holders of each series of Preferred Stock.

           (g) NO FRACTIONAL SHARES AND CERTIFICATE AS TO ADJUSTMENTS.

                  (i) No fractional shares shall be issued upon conversion of
            any series of Preferred Stock, and the number of shares of Common
            Stock to be issued shall be rounded to the nearest whole share,
            determined on the basis of the total number of shares of the series
            of Preferred Stock that the holder is at the time converting into
            Common Stock and the number of shares of Common Stock issuable upon
            such aggregate conversion.

                  (ii) Upon the occurrence of each adjustment or readjustment of
            the Conversion Prices of a series of Preferred Stock pursuant to
            this Section 4, this corporation, at its expense, shall promptly
            compute such adjustment or readjustment in accordance with the terms
            hereof and prepare and furnish to each holder of that series of
            Preferred Stock a certificate setting forth such adjustment or
            readjustment and showing in detail the facts upon which such
            adjustment or readjustment is based. Th. corporation shall, upon the
            written request at any time of any holder of any series of Preferred
            Stock, furnish or cause to be furnished to such holder a like
            certificate setting forth (A) such adjustment and readjustment, (B)
            the Conversion Prices at the time in effect, and (C) the number of
            shares of Common Stock and the amount, if any, of other property
            which at the time would be received upon the conversion of a share
            of that series of Preferred Stock.

           (h) NOTICES OF RECORD DATE. In the event of any taking by this
corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, this
corporation shall mail to each holder of Preferred Stock, at least 20 days prior
to the date specified therein, a notice specifying the date on which



                                      -13-



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any such record is to be taken for the purpose of such dividend, distribution
or right, and the amount and character of such dividend, distribution or right.

            (i) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. This corporation
      shall at all times reserve and keep available out of its authorized but
      unissued shares of Common Stock, solely for the purpose of effecting the
      conversion of the shares of each series of Preferred Stock, such number of
      its shares of Common Stock as shall from time to time be sufficient to
      effect the conversion of all outstanding shares of all series of the
      Preferred Stock; and if at any time the number of authorized but unissued
      shares of Common Stock shall not be sufficient to effect the conversion of
      all then-outstanding shares of Preferred Stock, this corporation will take
      such corporate action as may, in the opinion of its counsel, be necessary
      to increase its authorized but unissued shares of Common Stock to such
      number of shares as shall be sufficient for such purposes.

            (j) NOTICES. Any notice required by the provisions of this Section 4
      to be given to the holders of shares of Preferred Stock shall be deemed
      given if deposited in the United States mail, postage prepaid, and
      addressed to each holder of record at his or her address appearing on the
      books of this corporation.

            5. ADJUSTMENT FOR MERGER OR REORGANIZATION.

                (a) In case of any consolidation or merger of this corporation
with or into any other corporation or other entity or person pursuant to which
shareholders of the corporation immediately prior to the consolidation or merger
own less than a majority of the voting power of the surviving corporation
immediately following such merger or consolidation, or a sale, conveyance or
disposition of all or substantially all of the assets of the corporation or the
effectuation by the corporation of any reorganization or any other transaction
or series of related transactions in which more than 50% of the voting power of
the corporation is transferred, then the holders of each series of Preferred
Stock shall be paid for each share of Preferred Stock in cash, or in securities
received from the acquiring corporation, or in a combination thereof, at the
closing of any such transaction, the respective portions of such stock or
securities that each would have received under Section 2 if the corporation were
liquidating, computed in the same manner as if the corporation's available
assets were actually being distributed to all shareholders (even though holders
of Common Stock ate not or may not he entitled to receive any actual
distribution upon such deemed liquidation or dissolution). The value of the
corporation's


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<PAGE>


assets for purposes of computing the amount to be received by the holders of
each series of Preferred Stock pursuant to this Section 4(a) shall be deemed to
be (i) the fair market value, as determined by the corporation's board of
directors, of all consideration proposed to be paid or exchanged for all of the
corporation's outstanding capital stock upon any such merger or consolidation,
or (ii) the fair market value, as determined by the corporation's board of
directors, of all consideration proposed to be paid to the corporation upon any
sale, conveyance or disposition of all or substantially all of the assets of the
corporation.

                (b) In case of any reorganization, consolidation or merger of
this corporation with or into another corporation or other entity or person in
which this corporation shall survive, other than a merger, consolidation or
reorganization described in Section 5(a) above, each share of Preferred Stock
shall thereafter be convertible into the number of shares of stock or other
securities or property to which a holder of the number of shares of Common Stock
deliverable upon conversion of such Preferred Stock would have been entitled
upon such consolidation, reorganization or merger; and, in any such case,
appropriate adjustment (as determined by the Board of Directors of this
corporation) shall be made in the application of the provisions herein set forth
with respect to the rights and interest thereafter of the holder of the
Preferred Stock to the end that the provisions set forth herein (including
provisions with respect to changes in and other adjustments of the applicable
Conversion Rates of each series of Preferred Stock) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares of stock
or other property thereafter deliverable upon the conversion of the Preferred
Stock.

      6. VOTING RIGHTS. The holder of each share of Preferred Stock shall have
the right to one vote for each share of Common Stock into which such share of
Preferred Stock could then be converted (with any fractional share determined on
an aggregate conversion basis being rounded to the nearest whole share); and
with respect to such vote, such holder shall have full voting rights and powers
equal to the voting rights and powers of the holders of Common Stock, and shall
be entitled to notice of any shareholders' meeting in accordance with the
by-laws of this corporation, and shall be entitled to vote, together with
holders of Common Stock, with respect to any question upon which holders cf
Common Stock have the right to vote. The holders of each series of Preferred
Stock and Common Stock shall vote as a single class, except as required by
Section 7 or except as otherwise required by law.

      7. PROTECTIVE PROVISIONS. So long as any shares of any series of Preferred
Stock remain outstanding, the corporation shall not, without first obtaining the
approval (by


                                      -15-



<PAGE>


vote or written consent, as provided by law) of the holders of more than fifty
percent (50%) of the then-outstanding shares of all series of Preferred Stock:

            (a) Authorize or issue any new class or series of capital stock on a
      parity with or having preference over any series of Preferred Stock then
      outstanding;

            (b) Offer, issue or sell any equity securities of the corporation or
      of any subsidiary of the corporation other than the issuance of shares of
      Common Stock to founders, employees, consultants or directors pursuant to
      employee option, bonus, or incentive plans or arrangements approved by the
      Board of Directors;

            (c) Effect any sale, lease, assignment, transfer or conveyance of
      all or substantially all the assets of this corporation or any of its
      subsidiaries, or any consolidation or merger involving the corporation or
      any of its subsidiaries, or any reclassification or other change of stock
      or any recapitalization, or any dissolution, liquidation or winding up, of
      the corporation other than a transaction in which the shareholders of the
      corporation immediately prior to such transaction will, on account of
      their holdings in the corporation, hold more than 80 percent of the equity
      securities of any resulting company.

            (d) Acquire the assets, business or control of any other corporation
      or business entity, through merger, consolidation or otherwise or make any
      other form of investment in any corporation or business entity where the
      cost to the corporation would exceed $50,000, whether effected in a single
      transaction or in a series of related transactions, other than assets
      acquired in the ordinary course of business;

            (e) Repurchase or redeem any equity securities or pay any dividends
      on, or make any other distribution with respect to, any equity securities,
      except for (i) repurchases and redemptions called for by these Restated
      Articles of Incorporation, or (ii) repurchases of shares of Common Stock
      issued to employees, consultants or directors of the corporation if
      repurchased therefrom pursuant to arrangements approved by the Board of
      Directors;

            (f) Sell, transfer, or otherwise convey any patents, copyrights,
      trademarks, or applications therefor or any information that is
      proprietary or confidential to the corporation, except for licenses or
      sublicenses granted by the corporation in the ordinary course of its
      business;


                                      -16-




<PAGE>


            (g) Incur any indebtedness in excess of 00,000 in any year;
      provided, however, that the corporation shall be entitled to incur
      additional indebtedness if such indebtedness is (i) incurred pursuant to a
      budget approved by at least two-thirds (2/3rds) Of the members of the
      Board of Directors, or (ii) short-term bank borrowings necessary for
      working capital requirements;

            (h) Amend these Amended and Restated Articles of Incorporation if
      such amendment would materially alter or change the rights, preferences or
      privileges of the Series A Preferred Stock or the Series B Preferred
      Stock;

            (i) Loan more then $25,000 to any party, except that (to the extent
      permitted by law and to the extent that such sales are permitted under
      this Article) the corporation may, with the approval of the board of
      Directors, accept installment promissory notes in payment for Common Stock
      sold to its employees, directors, officers or consultants;

            (j) Enter into any agreement with any officer of the corporation or
      with any corporation, partnership, or other entity in which any such
      individual is an employee, shareholder, director, or partner, or any
      entity controlling or controlled by any such person, unless such agreement
      has been approved in advance by et least two-thirds (2/3rds) of the
      members of the Board of Directors);

            (k) Effect any change in the authorised number of Directors;

            (1) Do any act or thing that would result in taxation of the holders
      of shares of the Series A Preferred Stock or the Series B Preferred Stock
      under Section 305 of the Internal Revenue Code of 1986, as amended (or any
      comparable provision of the Internal Revenue Code as hereinafter from time
      to time amended); or

            (m) Change in any fundamental respect the business of the
      corporation.

      8. STATUS OF CONVERTED OR REDEEMED STOCK. In the event any shares of
Preferred Stock shall be redeemed or converted pursuant to Section 3 or Section
4 hereof, the shares so converted or redeemed shall be cancelled and shall not
be issuable by the corporation.




                                      -17-



<PAGE>


                                   ARTICLE IV

      1. LIMITATION OF DIRECTORS' LIABILITY. The liability of the directors of
this corporation for monetary damages shall be eliminated to the fullest extent
permissible under California law.

      2. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation is
authorized to indemnify the directors and officers of the corporation to the
fullest extent permissible under California law.

      3. REPEAL OR MODIFICATION. Any repeal or modification of the foregoing
provisions of this Article V shall not adversely affect any right of
indemnification or limitation of liability of an agent of this corporation
relating to acts or omissions occurring prior to such repeal or modification.

                                    ARTICLE V

      The Board of Directors of this corporation shall consist of three (3)
members.

      3. The foregoing amendment and restatement of articles of incorporation
has been duly approved by the board of directors.

      4. The foregoing amendment and restatement of articles has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporation's Code. The total number of outstanding shares of the
Corporation is 1,700,000. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required was more
than 50 percent.

      We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

      Executed at Laguna Beach, California this 10 day of April, 1990.


                                                  /s/ Allan M. Wolfe
                                                  ------------------------------
                                                  Allan M. Wolfe, President


                                                  /s/ Oran Muduroglu
                                                  ------------------------------
                                                  Oran Muduroglu, Secretary




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