Certificate of Incorporation - NetSelect Inc.


                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                                NETSELECT, INC.


                   (Originally incorporated on July 29, 1993
                     under the name InfoTouch Corporation)

     FIRST. The name of the Corporation is NetSelect, Inc.
     -----                                                

     SECOND. The address of the Corporation's registered office in the State of
     ------                                                                    
Delaware is 15 East North Street, City of Dover, County of Kent. The name of its
registered agent at such address is United Corporate Services, Inc.

     THIRD. The purpose of the Corporation is to engage in any lawful act or
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activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH. The Corporation is authorized to issue two classes of shares which
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shall be designated as Common Stock, $0.001 par value per share, and Preferred
Stock, $0.001 par value per share. The total number of shares that the
Corporation is authorized to issue is 90,000,000 shares of Common Stock and
10,000,000 shares of Preferred Stock.

          (a)  The Preferred Stock shall be divided into series. The first
series shall consist of 1,378,000 shares and is designated 'Series A Preferred
                                                            ------------------
Stock' (hereinafter 'Series A Preferred Stock'); the second series shall consist
-----                ------------------------   
of 190,336 shares and is designated 'Series B Preferred Stock' (hereinafter,
'Series B Preferred Stock'); the third series shall consist of 614,374 shares
 ------------------------                                                    
and is designated 'Series C Preferred Stock' (hereinafter, 'Series C Preferred
                                                            ------------------
Stock'); the fourth series shall consist of 681,201 shares and is designated
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'Series D Preferred Stock' (hereinafter, 'Series D Preferred Stock'); the fifth
                                          ------------------------             
series shall consist of 325,000 shares and is designated 'Series E Preferred
Stock' (hereinafter, 'Series E Preferred Stock'); the sixth series shall consist
                      ------------------------                                  
of 2,100,000 shares and is designated 'Series F Preferred Stock' (hereinafter,
'Series F Preferred Stock') and the seventh series shall consist of 340,955
-------------------------                                                  
shares and is designated 'Series G Preferred Stock' (hereinafter, 'Series G
                                                                   --------
Preferred Stock' and together with the Series A Preferred Stock, Series B
---------------                                                          
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock and Series F Preferred Stock, the 'Convertible Preferred
                                                   ---------------------
Stock'). The remaining shares of Preferred Stock may be issued from time to time
in one or more series. The Board of Directors of the Corporation (the 'Board of
                                                                       --------
Directors') is expressly authorized to provide for the issue of all or any of
---------                                                                    
the remaining shares of the 

 
Preferred Stock in one or more series, to determine the designation of each such
series and to fix the number of shares and to determine or alter for each such
series, such voting powers, full or limited, or no voting powers, and such
designations, preferences, and relative, participating, optional, or other
rights and such qualifications, limitations, or restrictions thereof, as shall
be stated and expressed in the resolutions or resolutions adopted by the Board
of Directors providing for the issue of such shares and as may be permitted by
the General Corporation Law of the State of Delaware. The Board of Directors is
also expressly authorized to increase or decrease (but not below the number of
shares of such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series. In case the number of shares
of any such series shall be so decreased, the shares constituting such decrease
shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.

     FIFTH. The relative rights, preferences, privileges, and restrictions
     -----                                                                
granted to or imposed upon the respective classes of the shares or the holders
thereof are as follows:

     (1)  Dividends.
          --------- 

          (a)  The holders of Series D Preferred Stock, the Series F Preferred
Stock and Series G Preferred Stock (collectively, the 'Senior Preferred Stock')
                                                       ----------------------  
shall be entitled to receive, when, as and if declared by the Board of Directors
and ratably on a pari passu basis, out of any funds and assets of the
Corporation, cumulative dividends in an amount equal to (A) with respect to each
share of Series D Preferred Stock, $0.9536 per annum (such amount to be
appropriately adjusted for stock splits, stock dividends, recapitalizations and
the like), (B) with respect to each share of Series F Preferred Stock, $1.56 per
annum (such amount to be appropriately adjusted for stock splits, stock
dividends, recapitalizations and the like), and (C) with respect to each share
of Series G Preferred Stock, $3.2409 per annum (such amount to be appropriately
adjusted for stock splits, stock dividends, recapitalizations and the like),
prior and in preference to the payment of any dividend on the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock or the Series
E Preferred Stock (collectively, the 'Junior Preferred Stock') or the Common
                                      ----------------------                
Stock (other than dividends payable solely in shares of Common Stock). Such
dividends shall accrue on each share of Senior Preferred Stock from the date on
which such share of Senior Preferred Stock is issued by the Corporation, and
shall accrue from day to day until either a Liquidation (as defined in Section
3(a) hereof) or a conversion as provided in Section 4 hereof, whether or not
earned or declared. No accumulation of dividends on the Senior Preferred Stock
shall bear any interest. Such dividends are payable as follows:

               (i)    In the event of a Liquidation, dividends are payable as
provided in Section 3(a);

               (ii)   In the event of a conversion as provided in Section 4
hereof that occurs prior to a Liquidation, dividends are payable upon the
earlier of (1) a subsequent Liquidation, or (2) any public offering of shares of
the Corporation's capital stock under the Securities Act of 1933, as amended
(the 'Securities Act') (an 'IPO'); provided, however, that such dividends will
      --------------        ---                                               
not be payable and shall be canceled if (x) the IPO closes on or prior to July
31, 1999, (y) the IPO closes on or after August 1, 1999 and on or prior to July
31, 2000 and yields an Enterprise Value (as defined below) for the Corporation
of at least $150,000,000, or (z) the IPO closes on or 

                                      -2-

 
after August 1, 2000 and yields an Enterprise Value (as defined below) for the
Corporation of at least $200,000,000. 'Enterprise Value' shall mean (x) the
                                       ----------------
product of the number of the Corporation's Common Stock Equivalents Outstanding
(as defined in Section 4(i)(ii)(C) hereof) multiplied by the IPO per share
offering price plus (y) the outstanding amount of the Corporation's indebtedness
for borrowed money.

          (b)  After payment of any amounts due to the holders of Senior
Preferred Stock pursuant to Section 1(a) above, the holders of Junior Preferred
Stock shall be entitled to participate with the holders of the Common Stock
ratably on a pari passu basis in any dividends paid or set aside for payment
with respect to Common Stock (other than dividends payable solely in shares of
Common Stock) so that the holders of such Junior Preferred Stock shall receive
with respect to each share of Junior Preferred Stock an amount equal to (x) the
dividend payable with respect to each share of Common Stock multiplied by (y)
the number of shares (and fraction of a share, if any) of Common Stock into
which such share of Junior Preferred Stock is convertible as of the record date
for such dividend.

          (c)  Subject to the provisions of law and the rights of the
Convertible Preferred Stock set forth in Sections 1(a) and 1(b) above, dividends
may be paid on the Common Stock at such times and in such amounts as the Board
of Directors shall determine; provided, however, that in the case of dividends
                              --------  -------   
or other distributions payable in stock of the Corporation, including
distributions pursuant to stock splits or divisions of capital stock of the
Corporation (other than a split or division of the Convertible Preferred Stock),
only shares of Common Stock shall be distributed with respect to Common Stock.

     (2)  Voting Rights.
          ------------- 

          (a)  Except as otherwise provided by law or this Certificate of
Incorporation, at each annual or special meeting of stockholders, in the case of
any written consent of stockholders, and for all other purposes, each holder of
record of shares of Common Stock on the relevant record date shall rank equally
and be entitled to one (1) vote for each share of Common Stock standing in such
holder's name on the stock transfer records of the Corporation. Except as
otherwise provided herein or by law, the holders of Convertible Preferred Stock
shall have full voting rights and powers, and they shall be entitled to vote on
all matters as to which holders of Common Stock and Convertible Preferred Stock
shall be entitled to vote, and the Convertible Preferred Stock shall vote
together with the holders of Common Stock as one class. Each holder of shares of
Convertible Preferred Stock shall be entitled to the number of votes equal to
the number of shares of Common Stock into which such shares of Convertible
Preferred Stock could then be converted. Fractional votes shall not, however, be
permitted and any fractional voting rights resulting from the above formula
(after aggregating all shares into which shares of Convertible Preferred Stock
held by each holder could be converted) shall be rounded to the nearest whole
number (with one-half being rounded upward).

                                      -3-

 
     (3)  Rights on Liquidation.
          --------------------- 

          (a)  In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation (any such event being hereinafter
referred to as a 'Liquidation'), before any distribution of assets of the
                  -----------                                            
Corporation shall be made to or set apart for the holders of Common Stock and
the Junior Preferred Stock, the holders of Series D Preferred Stock, Series F
Preferred Stock and Series G Preferred Stock shall be entitled to receive,
ratably on a pari passu basis, payment out of such assets of the Corporation in
an amount per share equal to the sum of (i) with respect to each share of Series
D Preferred Stock, (A) $14.67 (such amount to be appropriately adjusted for
stock splits, stock dividends, recapitalizations and the like), plus (B) any
accrued and unpaid dividends on such share, whether or not earned or declared,
to and including the date full payment of such amount shall be tendered to the
holders of the Series D Preferred Stock, (ii) with respect to each share of
Series F Preferred Stock, (A) $24.00 (such amount to be appropriately adjusted
for stock splits, stock dividends, recapitalizations and the like), plus (B) any
accrued and unpaid dividends on such share, whether or not earned or declared,
to and including the date full payment of such amount shall be tendered to the
holders of the Series F Preferred Stock and (iii) with respect to each share of
Series G Preferred Stock, (A) $49.86 (such amount to be appropriately adjusted
for stock splits, stock dividends, recapitalizations and the like), plus (B) any
accrued and unpaid dividends on such share, whether or not earned or declared,
to and including the date full payment of such amount shall be tendered to the
holders of the Series G Preferred Stock. The amount payable with respect to each
share of Series D Preferred Stock, Series F Preferred Stock and Series G
Preferred Stock pursuant to the above is referred to as the 'Senior Preferred
                                                             ----------------
Liquidation Preference' for such share. The Senior Preferred Liquidation
----------------------                                                  
Preference shall be payable on a pari passu basis, based on the full Senior
Preferred Liquidation Preference amounts payable. If the assets of the
Corporation available for distribution to the holders of Series D Preferred
Stock, Series F Preferred Stock and Series G Preferred Stock shall not be
sufficient to make in full the payments herein required, such assets shall be
distributed ratably among the holders of the Series D Preferred Stock, Series F
Preferred Stock and Series G Preferred Stock based upon the aggregate Senior
Preferred Liquidation Preference otherwise payable to holders of Series D
Preferred Stock, Series F Preferred Stock and Series G Preferred Stock.

          (b)  In the event of a Liquidation, before any distribution of assets
of the Corporation shall be made to or set apart for the holders of Common
Stock, and after any distribution of assets of the Corporation is made or assets
are set apart for the holders of Senior Preferred Stock pursuant to Section 3(a)
above, the holders of shares of Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock and Series E Preferred Stock shall be entitled
to receive, ratably on a pari passu basis, payment out of such assets of the
Corporation in an amount per share equal to the sum of (i) with respect to each
share of Series A Preferred Stock, (A) $2.83 (such amount to be appropriately
adjusted for stock splits, stock dividends, recapitalizations and the like),
plus (B) an amount equal to $0.18 per annum (such amount to be appropriately
adjusted for stock splits, stock dividends, recapitalizations and the like)
accruing on a quarterly basis on the last day of each calendar quarter for the
period from the date of issuance of such share to the date of Liquidation, plus
(C) any declared and unpaid dividends on such share; (ii) with respect to each
share of Series B Preferred Stock, the sum of (A) $6.19 (such amount to be
appropriately adjusted for

                                      -4-

 
stock splits, stock dividends, recapitalizations and the like), plus (B) an
amount equal to $0.40 per annum (such amount to be appropriately adjusted for
stock splits, stock dividends, recapitalizations and the like) accruing on a
quarterly basis on the last day of each calendar quarter for the period from the
date of issuance of such share to the date of Liquidation, plus (C) any declared
and unpaid dividends on such share; (iii) with respect to each share of Series C
Preferred Stock, (A) $7.32 (such amount to be appropriately adjusted for stock
splits, stock dividends, recapitalizations and the like), plus (B) an amount
equal to $0.4758 per annum (such amount to be appropriately adjusted for stock
splits, stock dividends, recapitalizations and the like) accruing on a quarterly
basis on the last day of each calendar quarter for the period from the date of
issuance of such share to the date of Liquidation, plus (C) any declared and
unpaid dividends on such share; and (iv) with respect to each share of Series E
Preferred Stock, (A) $14.67 (such amount to be appropriately adjusted for stock
splits, stock dividends, recapitalizations and the like), plus (B) if the Pre-
Liquidation Contingent Payment (as defined below) has not been paid and is not
payable to holders of Series E Preferred Stock, an amount equal to $0.95 per
annum (such amount to be appropriately adjusted for stock splits, stock
dividends, recapitalizations and the like) accruing on a quarterly basis on the
last day of each calendar quarter for the period from the date of issuance of
such share to the date of Liquidation; provided, however, that such amount
determined pursuant to this subparagraph (3)(b)(iv)(B) shall not exceed $3.79
(such amount to be appropriately adjusted for stock splits, stock dividends,
recapitalizations and the like), plus (C) any declared and unpaid dividends on
such share. If a Liquidation has not occurred by June 30, 2002, the holders of
Series E Preferred Stock shall be entitled to receive payment by June 30, 2002
out of the assets of the Corporation equal to the amount described in
subparagraph (3)(b)(iv)(B) above had a Liquidation occurred on June 30, 2002
(the 'Pre-Liquidation Contingent Payment'). Notwithstanding anything herein to
the contrary, upon the payment of the Pre-Liquidation Contingent Payment to
holders of Series E Preferred Stock pursuant to the immediately preceding
sentence, no amount described in subparagraph (3)(b)(iv)(B) above shall
thereafter be included in any payment to holders of Series E Preferred Stock
upon any subsequent Liquidation. The amount payable with respect to each share
of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock
and Series E Preferred Stock is referred to as the 'Junior Preferred Liquidation
                                                    ----------------------------
Preference'. If the assets of the Corporation available for distribution to 
----------
such holders of Junior Preferred Stock shall not be sufficient to make in full
the payments herein required, such assets shall be distributed ratably among the
holders of the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock and Series E Preferred Stock on a pari passu basis, based upon
the aggregate Junior Preferred Liquidation Preference otherwise payable.

          (c)  If the assets of the Corporation available for distribution to
stockholders exceed the aggregate amount payable pursuant to paragraphs 3(a) and
3(b) above, the remainder of such assets shall be distributed ratably to the
holders of Common Stock, in accordance with the number of shares of Common Stock
held by each such holder.

          (d)  A merger or consolidation including the Corporation and a sale,
lease or transfer of all or substantially all of the assets of the Corporation
shall be deemed a Liquidation, unless in connection with such transaction, the
Convertible Preferred Stock remains unchanged or the holders of Convertible
Preferred Stock receive a stock having terms and conditions which are no less
favorable than the terms and conditions of the Convertible Preferred Stock;
provided, however, that any such event shall not be deemed a Liquidation if so
--------  --------                                                            
determined by action of the 

                                      -5-

 
holders of at least a majority of the shares of Convertible Preferred Stock at
the time outstanding, voting together as a single class.

     (4)  Conversion.
          ---------- 

          (a)  Optional Conversion.
               ------------------- 

               (i)    The holder of any share or shares of Convertible Preferred
Stock shall have the right at any time, at such holder's option, to convert all
or a portion of the shares of Convertible Preferred Stock held by such holder
into shares of fully paid nonassessable shares of Common Stock. Each share of
Convertible Preferred Stock shall be convertible in accordance with Section 4(a)
hereof into the number of shares of Common Stock which results from dividing the
Original Issue Price for such series of Convertible Preferred Stock by the
conversion price for such series of Convertible Preferred Stock that is in
effect at the time of conversion (the 'Conversion Price'). The initial
                                       ----------------               
Conversion Price with respect to each share of Series A Preferred Stock, Series
B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock and Series F Preferred Stock shall be the Original Issue Price
(as hereinafter defined) for such series of Convertible Preferred Stock. The
'Original Issue Price' shall mean $2.83 per share for the Series A Preferred
---------------------                                                       
Stock, $6.19 per share for the Series B Preferred Stock, $7.32 per share for the
Series C Preferred Stock, $14.67 per share for the Series D Preferred Stock,
$14.67 per share for the Series E Preferred Stock, $24.00 per share for the
Series F Preferred Stock and $49.86 per share for the Series G Preferred Stock.
The Conversion Price for the Convertible Preferred Stock shall be subject to
adjustment from time to time as provided below. No fractional shares or scrip
representing fractional shares shall be issued upon the conversion of any
Convertible Preferred Stock. With respect to any fraction of a share of
Convertible Preferred Stock called for upon any conversion (after multiplying
the conversion rate in effect by the total number of Conversion Shares, as
defined below), the Corporation shall pay to the holder an amount in cash equal
to such fraction multiplied by the current market value of a share of Common
Stock, determined in good faith by the Board of Directors of the Corporation.

               (ii)   Such right of conversion shall be exercised by the holder
of shares of Convertible Preferred Stock by giving prior written notice to the
Corporation (the 'Conversion Notice') that such holder elects to convert a
stated number of shares of Convertible Preferred Stock (the 'Conversion Shares')
                                                             -----------------  
into shares of Common Stock on the date specified in the Conversion Notice
(which date shall not be earlier than the date of the Conversion Notice), and by
surrender of the certificate or certificates representing such Conversion
Shares. The Conversion Notice shall also contain a statement of the name or
names (with addresses) in which the certificate or certificates for Common Stock
shall be issued. Promptly after the receipt of the Conversion Notice and
surrender of the Conversion Shares, the Corporation shall issue and deliver, or
cause to be delivered, to the holder of the Conversion Shares or his nominee or
nominees, a certificate or certificates for the number of shares of Common Stock
issuable upon conversion of such Conversion Shares. Such conversion shall be
deemed to have been effected as of the close of business on the date specified
in the Conversion Notice, and the person or persons entitled to receive the
shares of Common Stock, issuable upon conversion shall be treated for all

                                      -6-

 
purposes as the holder or holders of record of such shares of Common Stock as of
the close of business on such date. With respect to any fraction of a share of
Convertible Preferred Stock called for upon any conversion, the Corporation
shall pay to the holder an amount in cash equal to such fraction multiplied by
the current market value of a share of Common Stock, determined in good faith by
the Board of Directors of the Corporation.

          (b)  Automatic Conversion. Notwithstanding any other provisions of 
               --------------------    
this Section 4, the Corporation, by action of its Board of Directors, shall 
have the right to require each share of Convertible Preferred Stock to convert
into shares of Common Stock as if it had been converted pursuant to Section 4(a)
above (adjusted appropriately for any prior events described in Sections 4(e),
4(f) or 4(g) below) upon the following events and each share shall upon such
action of the Board of Directors be deemed to have been immediately so
converted:

               (i)    If the Corporation shall effect an IPO at an offering
price per share of at least $49.86 per share (as adjusted for stock splits,
stock dividends and the like) that yields an Enterprise Value for the
Corporation of at least $300,000,000.

               (ii)   If the holders of more than two-thirds (2/3) of the
Convertible Preferred Stock (voting as a single class on an as-converted basis)
consent to such conversion; or

               (iii)  Upon the date that fewer than 100,000 shares of any series
of Convertible Preferred Stock remain outstanding, all outstanding shares of
such series shall be deemed automatically converted into the number of fully
paid and nonassessable shares of Common Stock into which such shares of
Convertible Preferred Stock are convertible on such date pursuant to Section
4(a) hereof.

          (c)  Stock Reserved. The Corporation shall at all times reserve and
               --------------                                                
keep available out of its authorized but unissued Common Stock, solely for
issuance upon the conversion of shares of Convertible Preferred Stock as herein
provided, such number of shares of Common Stock as shall from time to time be
issuable upon the conversion of all of the shares of Convertible Preferred Stock
at the time outstanding.

          (d)  Stock Transfer Taxes. The issue of stock certificates upon
               --------------------                                      
conversion of Convertible Preferred Stock shall be made without charge to the
converting holder for any tax in respect of such issue. The Corporation shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares in any name other than
that of the holder of any of the Convertible Preferred Stock converted, and the
Corporation shall not be required to issue or deliver any stock certificate
unless and until the person or persons requesting the issue thereof shall have
paid to the Corporation the amount of such tax or shall have established to the
satisfaction of the Corporation that such tax has been paid.

          (e)  Adjustments for Other Dividends and Distributions. If at any time
               -------------------------------------------------                
or from time to time after the date on which the first share of a series of
Convertible Preferred Stock is issued by the Corporation (each, an 'Original
                                                                    --------
Issue Date') the Corporation pays a dividend or makes another distribution to
----------                                                                   
the holders of the Common Stock payable in securities of the Corporation other
than shares of Common Stock, then in each such event provision shall be 

                                      -7-

 
made so that the holders of such series of Convertible Preferred Stock shall
receive upon conversion thereof, in addition to the number of shares of Common
Stock receivable upon conversion thereof, the amount of securities of the
Corporation which they would have received had such series of Convertible
Preferred Stock been converted into Common Stock on the date of such event (or
such record date, as applicable) and had such holders thereafter, during the
period from the date of such event (or such record date, as applicable) to and
including the conversion date, retained such securities receivable by them as
aforesaid during such period, subject to all other adjustments called for during
such period under this Section 4 with respect to the rights of the holders of
such series of Convertible Preferred Stock or with respect to such other
securities by their terms.

          (f)  Adjustment for Reclassification, Exchange and Substitution. If at
               ----------------------------------------------------------       
any time or from time to time after an Original Issue Date the Common Stock
issuable upon the conversion of a series of Convertible Preferred Stock is
changed into the same or a different number of shares of any class or classes of
stock, whether by recapitalization, reclassification or otherwise (other than by
                                                                   ----- ----   
a Common Stock Event (as hereinafter defined) or a stock dividend,
reorganization, merger or consolidation provided for elsewhere in this Section
4), then in any such event each holder of such series of Convertible Preferred
Stock shall have the right thereafter to convert such stock into the kind and
amount of stock and other securities and property receivable upon such
recapitalization, reclassification or other change by holders of the number of
shares of Common Stock into which such shares of Convertible Preferred Stock
could have been converted immediately prior to such recapitalization,
reclassification or change, all subject to further adjustment as provided herein
or with respect to such other securities or property by the terms thereof.

          (g)  Reorganizations, Mergers and Consolidations. If at any time or 
               -------------------------------------------
from time to time after an Original Issue Date there is a capital reorganization
of the Corporation (other than a recapitalization, subdivision, combination,
reclassification or exchange of shares provided for elsewhere in this Section 4)
or a merger or consolidation of the Corporation with or into another corporation
(except an event which is governed under Section 3), then, as a part of such
reorganization, merger or consolidation, provision shall be made so that such
holders of Convertible Preferred Stock shall be entitled to receive, upon
conversion of such series of Convertible Preferred Stock, the number of shares
of stock or other securities or property of the Corporation, or of such
successor corporation resulting from such reorganization, merger or
consolidation, to which a holder of Common Stock deliverable upon conversion
would have been entitled on such reorganization, merger or consolidation. 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
Convertible Preferred Stock after the reorganization, merger or consolidation to
the end that the provisions of this Section 4 (including adjustment of the
Conversion Price then in effect and number of shares issuable upon conversion of
such series of Convertible Preferred Stock) shall be applicable after that event
and be as nearly equivalent to the provisions hereof as may be practicable. This
paragraph 4(g) shall similarly apply to successive reorganizations, mergers and
consolidations.

                                      -8-

 
          (h)  Common Stock Event Adjustment. Upon the happening of a Common
               -----------------------------                                
Stock Event, the Conversion Price of each series of Convertible Preferred Stock
shall, simultaneously with the happening of such Common Stock Event, be adjusted
by multiplying the Conversion Price of the respective Convertible Preferred
Stock in effect immediately prior to such Common Stock Event by a fraction, (i)
the numerator of which shall be the number of shares of Common Stock issued and
outstanding immediately prior to such Common Stock Event, and (ii) the
denominator of which shall be the number of shares of Common Stock issued and
outstanding immediately after such Common Stock Event, and the product so
obtained shall thereafter be the Conversion Price for each respective series of
Convertible Preferred Stock. The Conversion Price for the Convertible Preferred
Stock shall be readjusted in the same manner upon the happening of each
subsequent Common Stock Event. As used herein, the term 'Common Stock Event'
                                                         ------------------ 
shall mean (i) the issue by the Corporation of additional shares of Common Stock
as a dividend or other distribution on outstanding Common Stock, (ii) a
subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock, or (iii) a combination of the outstanding shares of
Common Stock into a smaller number of shares of Common Stock.

          (i)  Sale of Shares Below Conversion Price.
               ------------------------------------- 

               (i)    Adjustment Formula. If at any time or from time to time 
                      ------------------  
after the Original Issue Date of the Series D Preferred Stock, the Series F
Preferred Stock or the Series G Preferred Stock, the Corporation issues or
sells, or is deemed by the provisions of this Section 4 to have issued or sold,
Additional Shares of Common Stock (as hereinafter defined), otherwise than in
connection with a dividend or distribution as provided in Section 4(e), a
recapitalization, reclassification or other change as provided in Section 4(f),
or a reorganization, merger or consolidation as provided in Section 4(g) or a
Common Stock Event as provided in Section 4(h), for an Effective Price (as
hereinafter defined) that is less than the Conversion Price for the Series D
Preferred Stock, Series F Preferred Stock or Series G Preferred Stock in effect
immediately prior to such issue or sale, then, and in each such case, the
Conversion Price for the Series D Preferred Stock, Series F Preferred Stock or
Series G Preferred Stock (as the case may be) shall be reduced, as of the close
of business on the date of such issue or sale, to the price obtained by
multiplying such Conversion Price by a fraction:

                      (A)  The numerator of which shall be the sum of (1) the
number of Common Stock Equivalents Outstanding (as hereinafter defined)
immediately prior to such issue or sale of Additional Shares of Common Stock
plus (2) the quotient obtained by dividing the Aggregate Consideration Received
(as hereinafter defined) by the Corporation for the total number of Additional
Shares of Common Stock so issued or sold (or deemed so issued and sold) by the
Conversion Price of such Convertible Preferred Stock in effect immediately prior
to such issue or sale; and

                      (B)  The denominator of which shall be the sum of (1) the
number of Common Stock Equivalents Outstanding immediately prior to such issue
or sale plus (2) the number of Additional Shares of Common Stock so issued or
sold (or deemed so issued and sold).

                                      -9-

 
               (ii)   Certain Definitions. For the purpose of making any 
                      -------------------   
adjustment required under this Section 4(i):

                      (A)  'Additional Shares of Common Stock' shall mean all 
                            ---------------------------------
shares of Common Stock issued or deemed to be issued by the Corporation, whether
or not subsequently reacquired or retired by the Corporation, other than: (1)
shares of Common Stock issued or issuable upon conversion of Convertible
Preferred Stock, (2) shares of Common Stock (or options, warrants or rights
therefor) issued to employees, officers, or directors of, or contractors,
consultants or advisers to, the Corporation or any Subsidiary pursuant to stock
purchase or stock option plans, stock bonuses or awards, warrants, contracts or
other arrangements that are approved by the Board of Directors and (3) warrants
to issue up to ten percent (10%) of the Corporation's common stock equivalents
outstanding of the date of this Amended and Restated Certificate of
Incorporation that are issued to the Corporation's strategic partners on or
after April 1, 1998.

                      (B)  The 'Aggregate Consideration Received' by the 
                                --------------------------------
Corporation for any issue or sale (or deemed issue or sale) of securities shall
(1) to the extent it consists of cash, be computed at the net amount of cash
received by the Corporation after deduction of any underwriting or similar
commissions, compensation or concessions paid or allowed by the Corporation in
connection with such issue or sale and without deduction of any expenses payable
by the Corporation; (2) to the extent it consists of property other than cash,
be computed at the fair value of that property as determined in good faith by
the Board of Directors; and (3) if Additional Shares of Common Stock,
Convertible Securities or Rights or Options to purchase either Additional Shares
of Common Stock or Convertible Securities are issued or sold together with other
stock or securities or other assets of the Corporation for a consideration which
covers both, be computed as the portion of the consideration so received that
may be reasonably determined in good faith by the Board of Directors to be
allocable to such Additional Shares of Common Stock, Convertible Securities or
Rights or Options;

                      (C)  'Common Stock Equivalents Outstanding' shall mean 
                            ------------------------------------       
the number of shares of Common Stock that is equal to the sum of (1) all shares
of Common Stock of the Corporation that are outstanding at the time in question,
plus (2) all shares of Common Stock of the Corporation issuable upon conversion
of all shares of Convertible Preferred Stock or other Convertible Securities
that are outstanding at the time in question, plus (3) all shares of Common
Stock of the Corporation that are issuable upon the exercise of Rights or
Options that are outstanding at the time in question assuming the full
conversion or exchange into Common Stock of all such Rights or Options that are
Rights or Options to purchase or acquire Convertible Securities into or for
Common Stock;

                      (D)  'Convertible Securities' shall mean stock or other 
                            ----------------------  
securities convertible into or exchangeable for shares of Common Stock;

                      (E)  The 'Effective Price' of Additional Shares of 
                                ---------------        
Common Stock shall mean the quotient determined by dividing the total number of
Additional Shares of Common Stock issued or sold, or deemed to have been issued
or sold, by the Corporation under

                                      -10-

 
this Section 4(i), into the Aggregate Consideration Received, or deemed to have
been received, by the Corporation under this Section 4(i), for the issue of such
Additional Shares of Common Stock; and

                      (F)  'Rights or Options' shall mean warrants, options or 
                            -----------------     
other rights to purchase or acquire shares of Common Stock or Convertible
Securities.

               (iii)  Deemed Issuances. For the purpose of making any 
                      ----------------       
adjustment to the Conversion Price of the Senior Preferred Stock required under
this Section 4(i), if the Corporation issues or sells any Rights or Options or
Convertible Securities and if the Effective Price of the shares of Common Stock
issuable upon exercise of such Rights or Options and/or the conversion or
exchange of Convertible Securities (computed without reference to any additional
or similar protective or antidilution clauses) is less than the Conversion Price
then in effect for a Senior Preferred Stock, then the Corporation shall be
deemed to have issued, at the time of the issuance of such Rights, Options or
Convertible Securities, that number of Additional Shares of Common Stock that is
equal to the maximum number of shares of Common Stock issuable upon exercise or
conversion of such Rights, Options or Convertible Securities upon their issuance
and to have received, as the Aggregate Consideration Received for the issuance
of such shares, an amount equal to the total amount of the consideration, if
any, received by the Corporation for the issuance of such Rights or Options or
Convertible Securities, plus, in the case of such Rights or Options, the minimum
amounts of consideration, if any, payable to the Corporation upon the exercise
in full of such Rights or Options, plus, in the case of Convertible Securities,
the minimum amounts of consideration, if any, payable to the Corporation (other
than by cancellation of liabilities or obligations evidenced by such Convertible
Securities) upon the conversion or exchange thereof; provided that:
                                                     -------- ---- 

                      (A)  if the minimum amounts of such consideration cannot
be ascertained, but are a function of antidilution or similar protective
clauses, then the Corporation shall be deemed to have received the minimum
amounts of consideration without reference to such clauses;

                      (B)  if the minimum amount of consideration payable to the
Corporation upon the exercise of Rights or Options or the conversion or exchange
of Convertible Securities is reduced over time or upon the occurrence or non-
occurrence of specified events other than by reason of antidilution or similar
protective adjustments, then the Effective Price shall be recalculated using the
figure to which such minimum amount of consideration is reduced; and

                      (C)  if the minimum amount of consideration payable to the
Corporation upon the exercise of such Rights or Options or the conversion or
exchange of Convertible Securities is subsequently increased, then the Effective
Price shall again be recalculated using the increased minimum amount of
consideration payable to the Corporation upon the exercise of such Rights or
Options or the conversion or exchange of such Convertible Securities.

                                      -11-

 
No further adjustment of the Conversion Price, adjusted upon the issuance of
such Rights or Options or Convertible Securities, shall be made as a result of
the actual issuance of shares of Common Stock on the exercise of any such Rights
or Options or the conversion or exchange of any such Convertible Securities. If
any such Rights or Options or the conversion rights represented by any such
Convertible Securities shall expire without having been fully exercised, then
the Conversion Price as adjusted upon the issuance of such Rights or Options or
Convertible Securities shall be readjusted to the Conversion Price which would
have been in effect had an adjustment been made on the basis that the only
shares of Common Stock so issued were the shares of Common Stock, if any, that
were actually issued or sold on the exercise of such Rights or Options or rights
of conversion or exchange of such Convertible Securities, and such shares of
Common Stock, if any, were issued or sold for the consideration actually
received by the Corporation upon such exercise, plus the consideration, if any,
actually received by the Corporation for the granting of all such Rights or
Options, whether or not exercised, plus the consideration received for issuing
or selling all such Convertible Securities actually converted or exchanged, plus
the consideration, if any, actually received by the Corporation (other than by
cancellation of liabilities or obligations evidenced by such Convertible
Securities) on the conversion or exchange of such Convertible Securities,
provided that such readjustment shall not apply to prior conversions of Series D
Preferred Stock, Series F Preferred Stock or Series G Preferred Stock.

          (j)  Certificate as to Adjustments. Upon the occurrence of each
               -----------------------------                             
adjustment or readjustment pursuant to this Section 4, the 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 Convertible
Preferred Stock affected by such adjustment or readjustment a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Corporation shall, upon
the written request at any time of such holder, furnish or cause to be furnished
to such holder a like certificate setting forth 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 Convertible Preferred Stock owned by such
holder.

          (k)  Notices of Record Date. In the event of any taking by the
               ----------------------                                   
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 shares of
Common Stock or other securities, or any right to subscribe for, purchase or
otherwise acquire, or any option for the purchase of, any shares of stock of any
class or any other securities or property, or to receive any other right, the
Corporation shall mail to each holder of Convertible Preferred Stock at least
thirty (30) days prior to the date specified therein, a notice specifying the
date on which 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.

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

                                      -12-

 
     (5)  Convertible Preferred Stock Negative Covenants.
          ---------------------------------------------- 

     In addition to any other rights provided by law, neither the Corporation
nor any subsidiary of the Corporation shall, without first obtaining the
affirmative vote or written consent of the holders of not less than a majority
of the then outstanding shares of Convertible Preferred Stock, voting as a
single class (unless such action would materially and adversely affect one class
or series in a manner differently from another class or series of Convertible
Preferred Stock, in which case the vote or written consent of holders of a
majority of the then outstanding shares of that series shall also be required):

          (a)  Amend or repeal any provision of, or add any provision to, the
Corporation's Certificate of Incorporation or By-laws or any subsidiary's
charter documents, if such action would adversely affect the preferences,
rights, privileges or powers of, or the restrictions provided for the benefit
of, Convertible Preferred Stock;

          (b)  Authorize any additional shares of any existing class or series
of capital stock, or authorize or issue any shares of any new class or series of
capital stock, with dividend, liquidation or voting rights superior to those of
any existing class or series of Convertible Preferred Stock;

          (c)  Recapitalize or reclassify any class or series of capital stock;

          (d)  In the case of the Corporation, pay or declare any dividend or
distribution on any shares of its capital stock (except dividends pursuant to
Section 1 above), or apply any of its assets to the redemption, retirement,
purchase or acquisition, directly or indirectly, through subsidiaries or
otherwise, of any shares of its capital stock, except for repurchases of shares
under the Company's employee benefit plans (provided that such repurchases are
effected at no higher than the original issuance price of such shares or the
then fair market value of such shares, such fair market value to be determined
by the Company's Board of Directors);

          (e)  Merge or consolidate with or into any other corporation or other
entity, where the Corporation's stockholders do not, immediately after the
transaction, hold at least a majority of the shares of the surviving or
acquiring entity, or sell or otherwise dispose of all or substantially all of
its assets;

          (f)  Provide for any voluntary dissolution, liquidation or winding up;

          (g)  Effect any material change in its business as such business was
proposed to be conducted or operated on the date this Amended and Restated
Certificate of Incorporation became effective; and

          (h)  Enter into any transaction with any employee, consultant, officer
or director of the Corporation or any subsidiary or holder of 5% or more of any
class or series of capital stock of the Corporation, or any member of their
respective immediate families or any corporation or other entity directly or
indirectly controlled by one or more of such employees, consultants, officers,
directors or 5% or greater stockholders or members of their immediate families,
on terms less favorable to the Corporation or the subsidiary than would obtain
in a transaction between unrelated parties.

                                      -13-

 
     (6)  Purchase Rights. If at any time the Corporation grants, issues or 
          ---------------          
sells any options, securities convertible into Common Stock or rights to
purchase stock, warrants, securities or other property pro rata to the record
holders of Common Stock (the 'Purchase Rights'), then each holder of 
                              ---------------     
Convertible Preferred Stock will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which such
holder could have acquired if such holder had held the number of shares of
Common Stock acquirable upon conversion of such holder's Convertible Preferred
Stock immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of Common Stock are to be determined for the
grant, issue or sale of such Purchase Rights.

     (7)  Liability of Directors.  The Corporation eliminates the personal
          ----------------------                                           
liability of each member of its Board of Directors to the Corporation for
monetary damages for breach of fiduciary duty as a Director to the Corporation;
provided, however, that the foregoing shall not eliminate the liability of a
--------  -------                                                           
Director (i) for any breach of such Director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which such Director derived an improper personal benefit.

                                      -14-