AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                                  OMNICELL.COM

         Randall Lipps and Robert J. Brigham certify that:

         1. They are the Chairman of the Board and Assistant Secretary,
respectively, of OmniCell.com, a California corporation.

         2. The Articles of Incorporation of the Corporation are amended and
restated in full to read as follows:

                                       "I

         The name of the Corporation is OmniCell.com.

                                       II

         The purpose of the 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 Corporation is authorized to issue two classes of shares to be
designated respectively Common Stock and Preferred Stock. The total number of
shares of Common Stock the Corporation shall have authority to issue is
35,000,000 and the total number of shares of Preferred Stock the Corporation
shall have authority to issue is 18,500,000. The Preferred Stock may be issued
from time to time in one or more series. The Board of Directors is authorized to
fix the number of shares of any series of Preferred Stock and, subject to the
rights of existing shareholders set forth in Article IV, Section 6, to determine
or alter the rights, preferences, privileges, and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock and, within the
limits and restrictions stated in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any series of
Preferred Stock, to increase or decrease (but not below the number of shares of
any such series then outstanding) the number of shares of any such series
subsequent to the issue of shares of that series (subject to the provisions of
Section 6 of Article IV hereof).

         The Common Stock shall be divided into two series, to be designated,
respectively, Class A Voting Common Stock, consisting of 32,500,000 shares
("Class A Common"), and Class B Non-voting Common Stock, consisting of 2,500,000
shares ("Class B Common").



         The first series of Preferred Stock shall be designated Series A
Preferred Stock ("Series A Preferred") and shall consist of 480,000 shares. The
second series of Preferred Stock shall be designated Series B Preferred Stock
("Series B Preferred") and shall consist of 320,666 shares. The third series of
Preferred Stock shall be designated Series C Preferred Stock ("Series C
Preferred") and shall consist of 1,700,000 shares. The fourth series of
Preferred Stock shall be designated Series D Preferred Stock ("Series D
Preferred") and shall consist of 1,328,000 shares. The fifth series of Preferred
Stock shall be designated Series E Preferred Stock ("Series E Preferred") and
shall consist of 1,966,000 shares. The sixth series of Preferred Stock shall be
designated Series F Preferred Stock ("Series F Preferred") and shall consist of
2,000,000 shares. The seventh series of Preferred Stock shall be designated
Series G Preferred Stock ("Series G Preferred") and shall consist of 1,000,000
shares. The eighth series of Preferred Stock shall be designated Series H
Preferred Stock ("Series H Preferred") and shall consist of 4,000,000 shares.
The ninth series of Preferred Stock shall be designated Series J Preferred Stock
("Series J Preferred") and shall consist of 1,802,000 shares. The tenth series
of Preferred Stock shall be designated Series K Preferred Stock ("Series K
Preferred") and shall consist of 2,105,263 shares. The Series A Preferred, the
Series B Preferred, the Series C Preferred, the Series D Preferred, the Series E
Preferred, the Series F Preferred, Series G Preferred, Series H Preferred,
Series J Preferred and Series K Preferred shall be referred to as the
"Preferred."

                                       IV

         The relative rights, preferences, privileges and restrictions granted
to or imposed on the respective classes of the shares of capital stock or the
holders thereof are as follows:

         1. DIVIDENDS.

                  (a) The holders of the Series J Preferred shall be entitled to
receive in any fiscal year, when and as declared by the Board of Directors, out
of any assets legally available therefore, dividends in cash at an annual rate
of $1.12 per share (as adjusted for any stock dividends, combinations,
consolidations or splits with respect to such shares). The right to such
dividends shall not be cumulative and no right shall accrue to holders of Series
J Preferred by reason of the fact that dividends on such shares were not
declared in any prior year, nor shall any undeclared dividends bear or accrue
interest. Such dividends shall be prior and in preference to any declaration or
payment of any dividend, (payable other than in common stock) on the Series A
Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E
Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series K
Preferred, or Common Stock. No dividend may be paid on the Series A Preferred,
the Series B Preferred, the Series C Preferred, the Series D Preferred, the
Series E Preferred, the Series F Preferred, the Series G Preferred, the Series H
Preferred, Series K Preferred or the Common Stock unless and until any and all
dividends have been paid to the Series J Preferred.

                  (b) After payment of all required dividends required to the
holders of Series J Preferred, the holders of outstanding Series A Preferred,
Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred,
Series F Preferred, Series G Preferred, Series H Preferred, and Series K
Preferred shall be entitled to receive in any fiscal year, when and as



declared by the Board of Directors, out of any assets at the time legally
available therefor, dividends in cash at an annual rate of $0.02 per share of
Series A Preferred, $0.03 per share of Series B Preferred, $0.048 per share of
Series C Preferred, $0.085 per share of Series D Preferred, $0.265 per share of
Series E Preferred, $0.49 per share of Series F Preferred, $0.49 per share of
Series G Preferred, $0.29 per share of Series H Preferred, and $0.76 per share
of Series K Preferred (as adjusted for any stock dividends, combinations,
consolidations or splits with respect to such shares). Such dividends may be
payable quarterly or otherwise as the Board of Directors may from time to time
determine. The right to such dividends shall not be cumulative and no right
shall accrue to holders of such Preferred by reason of the fact that dividends
on such shares were not declared in any prior year, nor shall any undeclared
dividends bear or accrue interest.

                  (c) Any partial payment of such dividends to the holders of
the Series A Preferred, Series B Preferred, Series C Preferred, Series D
Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H
Preferred and Series K Preferred shall be made in proportion to the amount each
such holder would be entitled to receive as set forth above if such amounts were
paid in full. Dividends other than dividends payable solely in Common Stock may
be declared or paid upon shares of Common Stock in any fiscal year of the
Corporation only if dividends at the annual rates set forth above shall have
been paid or declared and set apart upon all shares of Preferred for such fiscal
year. No dividend shall be declared or paid with respect to the Common Stock
unless at the same time an equivalent dividend is declared or paid with respect
to the Preferred on an as-if-converted to Common Stock basis. Any declared but
unpaid dividends on the Preferred shall be paid upon the conversion of such
shares into Common Stock either (at the option of the Corporation) by payment of
cash or by the issuance of additional shares of Common Stock based upon the fair
market value of the Common Stock at the time of conversion, as determined by the
Board of Directors. No dividend payable in Common Stock shall be declared or
paid with respect to any series of Preferred unless at the same time a similar
dividend is declared or paid to all series of Preferred on an as-if-converted to
Common Stock basis, such that the holders of no series of Preferred shall hold a
greater proportion of the Corporation's Common Stock following such dividend (on
an as-if converted basis) than immediately prior to such dividend.

         2. LIQUIDATION PREFERENCE. In the event of any liquidation,
dissolution, or winding up of the Corporation, either voluntary or involuntary,
distributions to the shareholders of the Corporation shall be made in the
following manner:

                  (a) Holders of the Series J Preferred shall be entitled to
receive, prior and in preference to any distribution of any of the assets or
surplus funds of the Corporation to the holders of the Series A Preferred,
Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred,
Series F Preferred, Series G Preferred, Series H Preferred, Series K Preferred
or Common Stock by reason of their ownership thereof, the amount of $14.03274
per share (as adjusted for any stock dividends, combinations, consolidations or
splits with respect to such shares), plus all accrued or declared but unpaid
dividends on such share for each share of Series J Preferred then held by them.
If the assets and funds thus distributed among the holders of Series J Preferred
shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amount, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed among the
holders of Series J Preferred in proportion to the full preferential amount each
such holder is otherwise entitled to receive.



                  (b) Subject to the payment in full of the liquidation
preferences with respect to the Series J Preferred as provided in Section 2(a)
above, the holders of the Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G
Preferred, Series H Preferred and Series K Preferred shall be entitled to
receive, prior and in preference to any distribution of any of the assets or
surplus funds of the Corporation to the holders of the Common Stock by reason of
their ownership of such stock, the amount of $0.25 per share for each share of
Series A Preferred then held by them, $0.375 per share for each share of Series
B Preferred then held by them, $0.60 per share for each share of Series C
Preferred then held by them, $1.085 per share for each share of Series D
Preferred then held by them, $3.30 per share of Series E Preferred then held by
them, $6.15 per share of Series F Preferred then held by them, $6.15 per share
of Series G Preferred then held by them, $3.68 per share of Series H Preferred
then held by them, and, for the holders of Series K Preferred, the greater of
(i) $9.50 per share of Series K Preferred then held by them and (ii) the amount
per share of Series K Preferred they would have received if they had converted
their Series K Preferred into Common Stock immediately prior to the liquidation,
adjusted for any stock dividends, combinations, consolidations, or splits with
respect to such shares and, in addition, an amount equal to all declared but
unpaid dividends on the Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G
Preferred, Series H Preferred and Series K Preferred. If the assets and funds
thus distributed among the holders of Preferred shall be insufficient to permit
the payment to such holders of the full aforesaid preferential amount, then the
entire assets and funds of the Corporation remaining after payment in full of
the liquidation preference set forth in Section 2(a) and legally available for
distribution shall be distributed among the holders of Preferred in proportion
to the full preferential amount each such holder is otherwise entitled to
receive. After payment has been made to the holders of Preferred of the full
amounts to which they shall be entitled as aforesaid, the holders of the Common
Stock shall be entitled to receive ratably on a per-share basis all the
remaining assets.

                  (c) For purposes of this Section 2, a merger or consolidation
of the Corporation with or into any other corporation or corporations, or the
merger of any other corporation or corporations into the Corporation, in which
the shareholders of the Corporation receive distributions in cash or securities
of another corporation or corporations as a result of such consolidation or
merger, any transaction or series of related transactions to which the Company
is a party in which excess of fifty percent (50%) of the Company's voting power
is transferred, or a sale of all or substantially all of the assets of the
Corporation (collectively, a "Change in Control"), shall be treated as a
liquidation, dissolution or winding up of the Corporation.

         Any securities to be delivered to the holders of the Preferred pursuant
to this subsection (c) shall be valued as follows:

                           (i) Securities not subject to investment letter or
other similar restrictions on free marketability:



                                    (A) If traded on a securities exchange or
the Nasdaq National Market System, the value shall be deemed to be the average
of the closing prices of the securities on such exchange or system over the
30-day period ending three (3) days prior to the closing;

                                    (B) If actively traded over-the-counter, the
value shall be deemed to be the average of the closing bid prices over the
30-day period ending three (3) days prior to the closing; and

                                    (C) If there is no active public market, the
value shall be the fair market value thereof, as determined in good faith by the
Board of Directors of the Corporation.

                           (ii) The method of valuation of securities subject to
investment letter or other restrictions on free marketability shall be to make
an appropriate discount from the market value determined as above in (i)(A),(B)
or (C) to reflect the approximate fair market value thereof, as determined in
good faith by the Board of Directors of the Corporation.

         The Corporation shall give each holder of record of shares of Preferred
written notice of an impending transaction described in this subsection 2(c) not
later than twenty (20) days prior to the shareholders meeting called to approve
such transaction, or twenty (20) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such holders in writing of the final
approval of such transaction. The first of such notices shall describe the
material terms and conditions of the impending transaction and the provisions of
this section 2(c) and the Corporation shall thereafter give such holders prompt
notice of any material changes. The transaction shall in no event take place
sooner than twenty (20) days after the Corporation has given the first notice
provided for herein or sooner than ten (10) days after the corporation has given
notice of any material changes provided for herein; provided, however, that such
periods may be shortened upon the written consent of the holders of shares of
Preferred Stock which is entitled to such notice rights or similar notice rights
and which represents at least a majority of the voting power of all then
outstanding shares of such shares of Preferred Stock.

                  (d) 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 repurchase by the Corporation
of shares of Common Stock issued to or held by employees or consultants of the
Corporation or its subsidiaries upon termination of their employment or services
pursuant to agreement providing for the right of said repurchase.

         3. VOTING RIGHTS.

                  (a) Except as otherwise required by law or by Section 3(b)
hereof, the holder of each share of Common Stock issued and outstanding shall
have one vote and each holder of shares of Preferred shall be entitled to the
number of votes equal to the number of shares of Common Stock into which such
shares of Preferred could be converted at the record date for determination of
the shareholders entitled to vote on such matters, or, if no such record date is
established, at the date such vote is taken or any written consent of
shareholders is solicited, such



votes to be counted together with all other shares of stock of the Corporation
having general voting power and not separately as a class except as otherwise
provided herein or by law. Fractional votes by the holders of Preferred shall
not, however, be permitted and any fractional voting rights shall (after
aggregating all shares into which shares of the Preferred held by each holder
could be converted) be rounded to the nearest whole number. Holders of Common
Stock and the Preferred shall be entitled to notice of any shareholders' meeting
in accordance with the Bylaws of the Corporation.

                  (b) Notwithstanding Section 3(a) above, the Class B Common
shall not have any voting rights except as required by law.

                  (c) At each annual or special meeting called for the purpose
of electing directors, the holders of Series E Preferred, voting together as a
class, shall be entitled to elect one (1) director of the Corporation, the
holders of Series H Preferred, voting together as a class, shall be entitled to
elect one (1) director of the Corporation and the holders of Series K Preferred,
voting together as a class, shall be entitled to elect one (1) director of the
Corporation. Subject to the restrictions of Section 3(b) above, all remaining
directors shall be elected by the holders of the Common Stock and the Preferred
Stock (on an as-converted basis) voting together as a single class. In the case
of a vacancy in the office of director elected by the holders of (i) Series E
Preferred, (ii) Series H Preferred, or (iii) Series K Preferred, a successor
shall be elected to hold office for the unexpired term of such director by the
affirmative vote of the majority of the shares of such holders of (i) Series E
Preferred, (ii) Series H Preferred, or (iii) Series K Preferred, respectively.
In the case of any vacancies in the office of the remaining directors elected by
holders of the Common Stock and the Preferred Stock (on an as-converted basis),
voting together as a class, any successor shall be elected to hold office for
the unexpired term of such director by the affirmative vote of the majority of
the shares of such holders of Common and Preferred Stock. Subject to Section 303
of the California Corporations Code, any director who shall have been elected by
holders of (i) Series E Preferred, (ii) Series H Preferred, (iii) Series K
Preferred, or (iv) Common Stock and Preferred Stock, may be removed during the
aforesaid term of office, either for or without cause by, and only by, the
affirmative vote of the holders of a majority of (i) Series E Preferred, (ii)
Series H Preferred, (iii) Series K Preferred, or (iv) Common Stock and Preferred
Stock, respectively, given at a special meeting of the shareholders duly called
or by an action by written consent for that purpose, and any such vacancy
thereby created may be filled by the vote of the holders of a majority of (i)
Series E Preferred, (ii) Series H Preferred, (iii) Series K Preferred, or (iv)
Common Stock and Preferred Stock, respectively, at such meeting or in such
consent.

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

                  (a) RIGHT TO CONVERT. Each share of Series A Preferred, Series
B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series
F Preferred, Series G Preferred, Series H Preferred, Series J Preferred and
Series K Preferred shall be convertible, at the option of the holder thereof, at
any time after the date of issuance of such share at the office of the
Corporation or any transfer agent for the Preferred, into such number of fully
paid and



nonassessable shares of Class A Common as is determined by dividing the
Conversion Price for such series of Preferred (determined as hereinafter
provided) in effect at the time of the conversion into the "Conversion Value"
per share of such series of Preferred. The number of shares of Class A Common
into which each series of Preferred is convertible is hereinafter referred to as
the "Conversion Rate" for such series. The Conversion Price per share of (i)
Series A Preferred shall be $0.25, (ii) Series B Preferred shall be $0.375,
(iii) Series C Preferred shall be $0.60, (iv) Series D Preferred shall be
$1.085, (v) Series E Preferred shall be $3.30, (vi) Series F Preferred shall be
$5.555874, (vii) Series G Preferred shall be $6.15, (viii) Series H Preferred
shall be $3.68, (ix) Series J Preferred shall be $14.03274, and (x) Series K
Preferred shall be $9.50. The Conversion Value per share of (i) Series A
Preferred shall be $0.25, (ii) Series B Preferred shall be $0.375, (iii) Series
C Preferred shall be $0.60, (iv) Series D Preferred shall be $1.085, (v) Series
E Preferred shall be $3.30, (vi) Series F Preferred shall be $6.15, (vii) Series
G Preferred shall be $6.15, (viii) Series H Preferred shall be $3.68, (ix)
Series J Preferred shall be $14.03274, and (x) Series K Preferred shall be
$9.50. The Conversion Price for each series of Preferred shall be subject to
adjustment as hereinafter provided.

                  (b) AUTOMATIC CONVERSION. Each share of Preferred shall
automatically be converted into shares of Class A Common at the then effective
Conversion Price upon the closing of a firm commitment underwritten public
offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, covering the offer and sale of Common Stock for the
account of the Corporation to the public (an "Initial Public Offering") at a
price per share (prior to deduction of underwriter commissions and offering
expenses) of not less than $7.36 per share (appropriately adjusted for any stock
dividends, stock splits, combinations, recapitalizations or similar events) and
an aggregate offering price to the public of not less than $10,000,000 (prior to
deduction of underwriter commissions and offering expenses).

                  (c) MECHANICS OF CONVERSION. No fractional shares of Common
Stock shall be issued upon conversion of shares of Preferred. In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the then
effective Conversion Price. Before any holder of Preferred shall be entitled to
convert the same into full shares of Common Stock and to receive certificates
therefor, he shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or of any transfer agent for the
Preferred, and shall give written notice to the Corporation at such office that
he elects to convert the same; provided, however, that in the event of an
automatic conversion pursuant to Section 4(b), the outstanding shares of
Preferred 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 certificates evidencing such shares of Preferred are either delivered
to the Corporation or its transfer agent as provided above, or the holder
notifies the Corporation or its transfer agent that such certificates have been
lost, stolen or destroyed and executes an agreement reasonably satisfactory to
the Corporation to indemnify the Corporation from any loss incurred by it in
connection with the theft, loss or destruction of such certificates. The
Corporation shall, as soon as practicable after delivery of such certificates,
or such agreement and indemnification in the



case of a lost certificate, issue and deliver at such office to such holder of
Preferred, a certificate or certificates for the number of shares of Common
Stock to which he shall be entitled as aforesaid and a check payable to the
holder in the amount of any cash amounts payable as the result of a conversion
into fractional shares of Common Stock. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date of such
surrender of the shares of Preferred to be converted, or in the case of
automatic conversion on the date of closing of the offering, 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 on such date.

                  (d) ADJUSTMENTS TO CONVERSION PRICE FOR DILUTIVE ISSUES.

                           (i) SPECIAL DEFINITIONS. For purposes of this Section
4(d), the following definitions shall apply:

                                    (1) "OPTIONS" shall mean rights, options or
warrants to subscribe for, purchase or otherwise acquire either Common Stock or
Convertible Securities.

                                    (2) "ORIGINAL ISSUE DATE" shall mean June
11, 1996.

                                    (3) "CONVERTIBLE SECURITIES" shall mean any
evidences of indebtedness, shares (other than the Common Stock) or other
securities convertible into or exchangeable for Common Stock.

                                    (4) "ADDITIONAL SHARES OF COMMON STOCK"
shall mean all shares of Common Stock issued (or, pursuant to Section 4(d)(ii),
deemed to be issued) by the Corporation after the Original Issue Date, other
than shares of Common Stock issued or issuable at any time:

                                             (A) upon conversion of the shares
of Preferred authorized herein;

                                             (B) (i) to officers, directors, and
employees of, and consultants to, the Corporation to be designated pursuant to
plans and arrangements approved by the Board of Directors; and (ii) to lending
or leasing institutions approved by the Board of Directors, provided that the
aggregate of (i) and (ii) do not exceed more that 4,058,821 shares (net of
shares repurchased and Options expiring unexercised), appropriately adjusted for
stock splits, combinations, stock dividends, recapitalizations, or similar
events (provided that any shares repurchased by the Corporation from employees,
officers, directors and consultants pursuant to the terms of stock repurchase
agreements approved by the Board of Directors, or Options which terminate
unexercised, shall not, unless reissued, be counted as issued for purposes of
this calculation);

                                             (C) as a dividend or distribution
on Preferred or any event for which adjustment is made pursuant to Section 4(e)
hereof;



                                             (D) by way of dividend or other
distribution on shares of Common Stock excluded from the definition of
Additional Shares of Common Stock by the foregoing clauses (A), (B), or (C).

                           (ii) DEEMED ISSUE OF ADDITIONAL SHARES OF COMMON
STOCK. In the event the Corporation at any time or from time to time after the
Original Issue Date shall issue any Options or Convertible Securities or shall
fix a record date for the determination of holders of any class of securities
entitled to receive any such Options or Convertible Securities, then the maximum
number of shares (as set forth in the instrument relating thereto assuming the
satisfaction of any conditions to exercisability, including without limitation,
the passage of time and without regard to any provisions contained therein for a
subsequent adjustment of such number) of Common Stock issuable upon the exercise
of such Options or, in the case of Convertible Securities and Options therefor,
the conversion or exchange of such Convertible Securities, shall be deemed to be
Additional Shares of Common Stock issued as of the time of such issue or, in
case such a record date shall have been fixed, as of the close of business on
such record date, provided that Additional Shares of Common Stock shall not be
deemed to have been issued unless the consideration per share (determined
pursuant to Section 4(d)(iv) hereof) of such Additional Shares of Common Stock
would be less than the Conversion Price for such series in effect on the date of
and immediately prior to such issue, or such record date, as the case may be,
and provided further that in any such case in which Additional Shares of Common
Stock are deemed to be issued:

                                    (1) no further adjustment in the Conversion
Price shall be made upon the subsequent issue of Convertible Securities or
shares of Common Stock upon the exercise of such Options or conversion or
exchange of such Convertible Securities;

                                    (2) if such Options or Convertible
Securities by their terms provide, with the passage of time or otherwise, for
any increase or decrease in the consideration payable to the Corporation, or in
the number of shares of Common Stock issuable, upon the exercise, conversion or
exchange thereof, the Conversion Price computed upon the original issue thereof
(or upon the occurrence of a record date with respect thereto), and any
subsequent adjustments based thereon, shall, upon any such increase or decrease
becoming effective, be recomputed to reflect such increase or decrease insofar
as it affects such Options or the rights of conversion or exchange under such
Convertible Securities;

                                    (3) upon the expiration of any such Options
or any rights of conversion or exchange under such Convertible Securities which
shall not have been exercised, the Conversion Price computed upon the original
issue thereof (or upon the occurrence of a record date with respect thereto),
and any subsequent adjustments based thereon, shall, upon such expiration, be
recomputed as if,

                                             (A) in the case of Convertible
Securities or Options for Common Stock, the only Additional Shares of Common
Stock issued were shares of Common Stock, if any, actually issued upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities and the consideration received therefor was the consideration



actually received by the Corporation for the issue of all such Options,
whether or not exercised, plus the consideration actually received by the
Corporation upon such exercise, or for the issue of all such Convertible
Securities which were actually converted or exchanged, plus the additional
consideration, if any, actually received by the Corporation upon such
conversion or exchange, and

                                            (B) in the case of Options for
Convertible Securities, only the Convertible Securities, if any, actually issued
upon the exercise thereof were issued at the time of issue of such Options, and
the consideration received by the Corporation for the Additional Shares of
Common Stock deemed to have been then issued was the consideration actually
received by the Corporation for the issue of all such Options, whether or not
exercised, plus the consideration deemed to have been received by the
Corporation upon the issue of the Convertible Securities with respect to which
such Options were actually exercised;

                                    (4) no readjustment pursuant to clause (2)
or (3) above shall have the effect of increasing the Conversion Price to an
amount which exceeds the lower of (i) the Conversion Price on the original
adjustment date, or (ii) the Conversion Price that would have resulted from any
issuance of Additional Shares of Common Stock between the original adjustment
date and such readjustment date; and

                                    (5) in the case of any Options which expire
by their terms not more than 90 days after the date of issue thereof, no
adjustment of the Conversion Price shall be made until the expiration or
exercise of all such Options.

                            (iii) ADJUSTMENT OF CONVERSION PRICE UPON ISSUANCE
OF ADDITIONAL SHARES OF COMMON STOCK.

                                    (1) SERIES E PREFERRED, SERIES F
PREFERRED AND SERIES H PREFERRED, SERIES J PREFERRED AND SERIES K PREFERRED.
In the event the Corporation shall issue Additional Shares of Common Stock
(including Additional Shares of Common Stock deemed to be issued pursuant to
Section 4(d)(ii)) after the Original Issue Date without consideration or for
consideration per share less than the Conversion Price for (i) the Series E
Preferred, (ii) the Series F Preferred, (iii) the Series H Preferred, (iv)
the Series J Preferred, and/or (v) Series K Preferred, in effect on the date
of and immediately prior to such issue, then and in such event, the
Conversion Price for the (i) Series E Preferred, (ii) Series F Preferred,
(iii) Series H Preferred, (iv) Series J Preferred, and/or (v) Series K
Preferred, if the applicable consideration per share is less than the
Conversion Price then in effect for such series of Series Preferred, shall be
reduced, concurrently with such issue, to a price determined by multiplying
such Conversion Price by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such issue
(including all shares of Common Stock issuable upon conversion of the
outstanding shares of Preferred and all shares of Common Stock reserved for
future issuance by the Board of Directors of the Corporation) plus the number
of shares of Common Stock which the aggregate consideration received by the
Corporation for the total number of Additional Shares of Common Stock so
issued would purchase at such Conversion Price; and the denominator of which
shall be the number of shares of Common Stock outstanding immediately



prior to such issue (including all shares of Common Stock issuable upon
conversion of the outstanding shares of Preferred and all shares of Common
Stock reserved for future issuance by the Board of Directors of the
Corporation) plus the number of such Additional Shares of Common Stock so
issued. In the event the Conversion Price for the Series K Preferred shall be
adjusted as a result of this Section 4(d)(iii), the Minimum Price (as defined
below) shall also be adjusted by the same fraction used to adjust the
Conversion Price for the Series K Preferred.

                                    (2) SERIES G PREFERRED. In the event the
Corporation shall issue Additional Shares of Common Stock (including Additional
Shares of Common Stock deemed to be issued pursuant to Section 4(d)(ii)) after
the Original Issue Date and on or prior to September 30, 1995 (the "Trigger
Date"), without consideration or for consideration per share less than the
Conversion Price for the Series G Preferred in effect on the date of and
immediately prior to such issue, then and in such event, the Conversion Price
for the Series G Preferred shall be reduced, concurrently with such issue, to a
price equal to the amount of consideration received by the Corporation per share
in such issuance. In the event this Corporation shall issue Additional Shares of
Common Stock (including Additional Shares of Common Stock deemed to be issued
pursuant to Section 4(d)(ii)) after the Trigger Date without consideration or
for consideration per share less than the Conversion Price of the Series G
Preferred in effect on the date of and immediately prior to such issue, then in
such event, the Conversion Price of Series G Preferred shall be reduced,
concurrently with such issue, to a price determined by multiplying such
Conversion Price by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such issue (including
all shares of Common Stock issuable upon conversion of the outstanding Preferred
Stock and all shares of Common Stock received for future issuance by the Board
of Directors of the Corporation) plus the number of shares of Common Stock which
the aggregate consideration received by the Corporation for the total number of
Additional Shares of Common Stock so issued would purchase at such Conversion
Price; and the denominator of which shall be the number of shares of Common
Stock outstanding immediately prior to such issue (including all shares of
Common Stock issuable upon conversion of the outstanding Preferred Stock and all
shares of Common Stock reserved for future issuance by the Board of Directors of
the Corporation) plus the number of such Additional Shares of Common Stock so
issued.

                                    (3) SERIES J PREFERRED. In the event the
Corporation shall undertake an Initial Public Offering at certain per share
prices set forth below (appropriately adjusted for any stock dividends, stock
splits, combinations, recapitalizations or similar events), the Series J
Preferred will undergo a Conversion Price adjustment. If the price per share to
the public in the Initial Public Offering is equal to or less than $11.22 and
higher than $9.82, the Conversion Price will be adjusted to $12.38345 per share.
If the price per share to the public in the Initial Public Offering is equal to
or less than $9.82 and higher than $8.42, the Conversion Price will be adjusted
to $11.69611 per share. If the price per share to the public in the Initial
Public Offering is equal to or less than $8.42 and higher than $7.02, the
Conversion Price will be adjusted to $11.07622 per share. If the price per share
to the public in the Initial Public Offering is equal to or less than $7.02, the
Conversion Price will be adjusted to $10.52310 per share.



                                    (4) SERIES K PREFERRED. In the event of (i)
an Initial Public Offering, (ii) a liquidation, dissolution, or winding up of
the Corporation, either voluntary or involuntary or (iii) a Change of Control
(collectively, a "Liquidity Event"), during the time periods and at the per
share prices set forth below (appropriately adjusted for any stock dividends,
stock splits, combinations, recapitalizations or similar events), the Series K
Preferred will undergo a Conversion Price adjustment. If the price per share (on
an if-as-converted to Common Stock basis) in the Liquidity Event (the "Liquidity
Price") is less than $21.11 per share, and the Liquidity Event occurs prior to
the first anniversary of the first issuance date of the Series K Preferred (the
"Series K Issuance Date"), the Conversion Price for the Series K Preferred will
be adjusted to forty-five percent (45%) of the Liquidity Price. If the Liquidity
Price is less than $27.14 per share and the Liquidity Event occurs after the
first anniversary and prior to the second anniversary of the Series K Issuance
Date, the Conversion Price will be adjusted to thirty-five percent (35%) of the
Liquidity Price. If the Liquidity Price is less than $38.00 per share and the
Liquidity Event occurs after the second anniversary of the Series K Issuance
Date, the Conversion Price will be adjusted to twenty-five percent (25%) of the
Liquidity Price. Notwithstanding the foregoing, in no event shall the minimum
Conversion price per share of the Series K Preferred be adjusted below $5.00 per
share (appropriately adjusted under Section 4(d)(iii)(1) and for any stock
dividends, stock splits, combinations, recapitalizations or similar events) (the
"Minimum Price").

                           (iv) DETERMINATION OF CONSIDERATION. For purposes of
this Section 4(d), the consideration received by the Corporation for the issue
of any Additional Shares of Common Stock shall be computed as follows:

                                    (1) CASH AND PROPERTY. Such consideration
shall:

                                             (A) insofar as it consists of cash,
be computed at the aggregate amount of cash received by the Corporation
excluding amounts paid or payable for accrued interest or accrued dividends;

                                             (B) insofar as it consists of
property other than cash, be computed at the fair value thereof at the time of
such issue, as determined in good faith by the Board irrespective of any
accounting treatment; and

                                             (C) in the event Additional Shares
of Common Stock are issued together with other shares or securities or other
assets of the Corporation for consideration which covers both, be the proportion
of such consideration so received, computed as provided in clauses (A) and (B)
above, as determined in good faith by the Board.

                                    (2) OPTIONS AND CONVERTIBLE SECURITIES. The
consideration per share received by the Corporation for Additional Shares of
Common Stock deemed to have been issued pursuant to Section 4(d)(ii), relating
to Options and Convertible Securities, shall be determined by dividing



                                             (x) the total amount, if any,
received or receivable by the Corporation as consideration for the issue of such
Options or Convertible Securities, plus the minimum aggregate amount of
additional consideration (as set forth in the instruments relating thereto,
without regard to any provision contained therein for a subsequent adjustment of
such consideration) payable to the Corporation upon the exercise of such Options
or the conversion or exchange of such Convertible Securities, or in the case of
Options for Convertible Securities, the exercise of such Options for Convertible
Securities and the conversion or exchange of such Convertible Securities by

                                             (y) the maximum number of shares of
Common Stock (as set forth in the instruments relating thereto, without regard
to any provision contained therein for a subsequent adjustment of such number)
issuable upon the exercise of such Options or the conversion or exchange of such
Convertible Securities.

                           (e) ADJUSTMENTS TO CONVERSION PRICE.

                                    (i) ADJUSTMENTS FOR STOCK DIVIDENDS,
SUBDIVISIONS, COMBINATIONS OR CONSOLIDATION OF COMMON STOCK. In the event the
outstanding shares of Common Stock shall be, after the Original Issue Date,
subdivided (by stock split or otherwise) into a greater number of shares of
Common Stock, or the Corporation shall declare or pay any dividend on the Common
Stock payable in Common Stock, the Conversion Price for each series then in
effect shall, concurrently with the effectiveness of such subdivision or stock
dividend, be proportionately decreased based on the ratio of (i) the number of
shares of Common Stock outstanding immediately prior to such subdivision or
stock dividend to (ii) the number of shares of Common Stock outstanding
immediately after such subdivision or stock dividend. In the event the
outstanding shares of Common Stock shall, after the Original Issue Date, be
combined or consolidated, by reclassification or otherwise, into a lesser number
of shares of Common Stock, the Conversion Price for each series then in effect
shall, concurrently with the effectiveness of such combination or consolidation,
be proportionately increased on the same basis as set forth above.

                                    (ii) ADJUSTMENTS FOR OTHER DISTRIBUTIONS. In
the event the Corporation at any time or from time to time, after the Original
Issue Date, makes, or fixes a record date for the determination of holders of
Common Stock entitled to receive any distribution payable in securities of the
Corporation other than shares of Common Stock and other than as otherwise
adjusted in this Section 4 or as otherwise provided in Section 2, then and in
each such event provision shall be made so that the holders of Preferred shall
receive upon conversion thereof, in addition to the number of shares of Common
Stock receivable thereupon, the amount of securities of the Corporation which
they would have received had their shares of Preferred been converted into
Common Stock on the date of such event and had they thereafter, during the
period from the date of such event to and including the date of conversion,
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 the Preferred.



                                    (iii) ADJUSTMENTS FOR RECLASSIFICATION,
EXCHANGE AND SUBSTITUTION. If the Common Stock issuable upon conversion of
shares of Preferred shall, after the Original Issue Date, be changed into the
same or a different number of shares of any other class or classes of stock,
whether by capital reorganization, reclassification or otherwise (other than a
subdivision or combination of shares provided for above), the Conversion Price
then in effect shall, concurrently with the effectiveness of such reorganization
or reclassification, be proportionately adjusted such that the shares of
Preferred shall be convertible into, in lieu of the number of shares of Common
Stock which the holders would otherwise have been entitled to receive, a number
of shares of such other class or classes of stock equivalent to the number of
shares of Common Stock that would have been subject to receipt by the holders
upon conversion of the Preferred immediately before that change.

                           (f) NO IMPAIRMENT. Except as permitted by Section 6,
the Corporation will not, by amendment of its Articles of Incorporation or
through any reorganization, 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 terms to be observed
or performed hereunder by the Corporation 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
the Conversion Rights of the holders of Preferred against impairment, including
setting aside and reserving for future issuance upon conversion of the
outstanding shares of Preferred the number of shares of Common Stock issuable
upon such conversion.

                           (g) CERTIFICATE AS TO ADJUSTMENTS. Upon the
occurrence of each adjustment or readjustment of the Conversion Price for a
series of Preferred pursuant to this Section 4, the Corporation at its expense
shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and furnish to each holder of such series of Preferred 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 any holder of such series of
Preferred, furnish or cause to be furnished to such holder a like certificate
setting forth (i) such adjustments and readjustments, (ii) the Conversion Price
in effect at the time for such series, and (iii) 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 such series of Preferred.

                           (h) NOTICES OF RECORD DATE. In the event that the
Corporation shall propose at any time:

                                    (i) to declare any dividend or distribution
upon its Common Stock, whether in cash, property, stock or other securities,
whether or not a regular cash dividend and whether or not out of earnings or
earned surplus;

                                    (ii) to offer for subscription pro rata to
the holders of any class or series of its stock any additional shares of stock
of any class or series or any other similar rights;



                                    (iii) to effect any reclassification or
recapitalization of its Common Stock outstanding which results in a change in
the Common Stock; or

                                    (iv) to merge or consolidate with or into
any other corporation, or sell, lease or convey all or substantially all its
property or business, or to liquidate, dissolve or wind up;

                                    Then, in connection with each such event,
the Corporation shall send to the holders of the Preferred:

                                             (1) at least 20 days' prior written
notice of the date on which a record shall be taken for such dividend,
distribution or subscription rights (and specifying the date on which the
holders of Common Stock shall be entitled thereto) or for determining rights to
vote on the matters referred to in (iii) and (iv) above; and

                                             (2) in the case of the matters
referred to in (iii) and (iv) above, at least 20 days' prior written notice of
the date when the same shall take place and specifying the date on which the
holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon the occurrence of such event or
the record date for the determination of such holders if such record date is
earlier.

         Each such written notice shall be delivered personally or given by
first class mail, postage prepaid, addressed to the holders of the Preferred at
the address for each such holder as shown on the books of the Corporation.

         5. REDEMPTION OF SERIES J PREFERRED.

                  (a) At the option of the holder thereof to be exercised not
less than sixty (60) days prior to the date of first redemption, the Corporation
shall redeem, from any source of funds legally available therefor, the Series J
Preferred in ten equal quarterly installments beginning not earlier than
December 31, 1998, and continuing thereafter on the same day of the month, on a
quarterly basis, (each a "Series J Redemption Date") until the remaining Series
J Preferred outstanding shall be redeemed. The Corporation shall effect such
redemptions on the applicable Series J Preferred Redemption by paying in cash in
exchange for the shares of Series J Preferred to be redeemed a sum equal to
$14.03274 per share of Series J Preferred (as adjusted for any stock dividends,
combinations or splits or other adjustments pursuant to Section 4 with respect
to such shares) plus all declared but unpaid dividends on such shares (the
"Series J Redemption Price").

                  (b) The Corporation shall also pay interest on the outstanding
balance due with respect to the Series J Redemption Price, to begin accruing on
the first Series J Redemption Date, at 9 1/2% per annum and to be payable with
each subsequent installment ("Series J Interest Payment"). The Series J Interest
Payment for each quarter shall be calculated as the number of Series J Preferred
then outstanding times the Series J Redemption Price times 1/4 times .095.



                  (c) At least 10 but not more than 20 days prior to each Series
J Redemption Date written notice shall be mailed, first class postage prepaid,
to the holder of record (at the close of business on the business day next
preceding the day on which notice is given) of the Series J Preferred to be
redeemed, at the address last shown on the records of the Corporation for such
holder, notifying such holder of the redemption to be effected, specifying the
number of shares to be redeemed from such holder, the Series J Redemption Date,
the Series J Redemption Price, the place at which payment may be obtained and
calling upon such holder to surrender to the Corporation, in the manner and at
the place designated, his certificate or certificates representing the shares to
be redeemed (the "Redemption Notice"). On or after the Redemption Date, such
holder 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 Series J 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 canceled. In the event less than all the shares represented
by any such certificate are redeemed, a new certificate shall promptly be issued
representing the unredeemed shares.

                  (d) From and after the Series J Redemption Date, unless there
shall have been a default in payment of the Redemption Price, all rights of the
holder of shares of Series J Preferred designated for redemption in the
Redemption Notice as holder of Series J Preferred 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. If
the funds of the Corporation legally available for redemption of shares of
Series J Preferred on any Redemption Date are insufficient to redeem the total
number of shares of Series J Preferred to be redeemed on such date and pay the
Series J Redemption Price, those funds which are legally available will be used
to redeem the maximum possible number of such shares to be redeemed. The shares
of Series J Preferred not redeemed shall remain outstanding and shall be
entitled to all the rights and preferences provided herein. The Series J
Redemption Prices to the extent not paid when due shall accrue interest in
accordance with the terms hereof every quarter until paid. At any time
thereafter when additional funds of the Corporation are legally available for
the redemption of shares of Series J Preferred such funds will immediately be
used to redeem the balance of the shares which the Corporation has become
obliged to redeem on any Redemption Date, but which it has not redeemed, and pay
any amounts owed for Series J Redemption Prices and Interest Payments.

                  (e) On or prior to each Redemption Date, the Corporation shall
deposit the Series J Preferred Redemption Price of all shares of Series J
Preferred designated for redemption in the Redemption Notice and not yet
redeemed plus the Series J Interest Payment due with respect thereto or so much
thereof as is then legally available in accordance with Section 5(d), with a
bank or trust corporation having aggregate capital and surplus in excess of
$100,000,000 as a trust fund for the benefit of the holder of the shares
designated for redemption and not yet redeemed, with irrevocable instructions
and authority to the bank or trust corporation to pay the Series J Redemption
Price for such shares to their respective holders on or after the Redemption
Date upon receipt of notification from the Corporation that such holder has
surrendered his share certificate to the Corporation pursuant to Section (c)
above. For each



Series J Redemption Date, unless otherwise provided in Section 5(d) above, the
deposit shall constitute full payment of the shares to their holders, and from
and after Series J Redemption Date the shares so called for redemption shall be
redeemed and shall be deemed to be no longer outstanding, and the holder thereof
shall cease to be shareholder with respect thereto except the rights to receive
from the bank or trust corporation payment of the Series J Redemption Price of
the shares, without interest, upon surrender of their certificates therefor.
Such instructions shall also provide that any moneys deposited by the
Corporation pursuant to this Section 5(e) for the redemption of shares
thereafter converted into shares of the Corporation's Common Stock hereof prior
to 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 Section 5(e) remaining unclaimed at the expiration of two (2) years
following each Series J Redemption Date shall thereafter be returned to the
Corporation upon its request expressed in a resolution of its Board of
Directors.

         6. COVENANTS. In addition to any other rights provided by law, so long
as any shares of Preferred shall be outstanding, the Corporation shall not,
without first obtaining the affirmative vote or written consent of the holders
of not less than a majority of the outstanding shares of a series of Preferred:

                  (a) amend or repeal any provision of, or add any provision to,
the Corporation's Articles of Incorporation if such action would materially and
adversely directly alter or change the preferences, rights, or privileges of
such series of Preferred;

                  (b) increase or decrease the authorized number of shares of
such series of Preferred;

                  (c) authorize, issue, or enter into any agreement providing
for the issuance of any capital stock or other equity security which is senior
to such series of Preferred with respect to the payment of dividends,
redemption, or distribution upon liquidation; or

                  (d) redeem, purchase, or otherwise acquire any of the
Corporation's capital stock or other equity securities other than (i) shares of
Common Stock repurchased at cost from terminated employees or consultants
pursuant to contractual arrangements, or (ii) shares of Preferred redeemed
pursuant to the terms of the Articles of Incorporation of the Corporation.

         In addition to any other rights provided by law, so long as any shares
of Preferred shall be outstanding, the Corporation shall not, without first
obtaining the affirmative vote or written consent of the holders of a majority
of the outstanding shares of Preferred, voting together as a single class
(including the Series J Preferred):

                           (a) sell or convey all or substantially all of its
property or business or merge into or consolidate with any other corporation if
immediately after such merger or consolidation the shareholders of the
Corporation shall hold less than 50% of the voting power of the surviving
corporation; or



                           (b) liquidate, dissolve, or effect a recapitalization
or reorganization of the Corporation.

                                        V

         The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law. The
Corporation is also authorized, to the fullest extent permissible under
California law, to indemnify its agents (as defined in Section 317 of the
California Corporations Code), whether by bylaw, agreement or otherwise, for
breach of duty to the Corporation and its shareholders in excess of that
expressly permitted by Section 317 and to advance defense expenses to its agents
in connection with such matters as they are incurred. If, after the effective
date of this Article, California law is amended in a manner which permits a
corporation to limit the monetary or other liability of its directors or to
authorize indemnification of, or advancement of such defense expenses to, its
directors or other persons, in any such case to a greater extent than is
permitted on such effective date, the references in this Article to "California
law" shall to that extent be deemed to refer to California law as so amended."

         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 of Incorporation
has been duly approved by the required vote of shareholders in accordance with
Section 902 and Section 903 of the Corporations Code.

         5. The total number of outstanding shares of Common Stock of the
Corporation is 2,605,135, and the total number of outstanding shares of (i)
Series A Preferred is 480,000, (ii) Series B Preferred is 320,666, (iii) Series
C Preferred is 1,700,000, (iv) Series D Preferred is 1,309,484, (v) Series E
Preferred is 1,965,262, (vi) Series F Preferred is 1,948,090, (vii) Series G
Preferred is zero, (viii) Series H Preferred is 3,804,346 (ix) Series I
Preferred Stock is zero and (x) Series J Preferred is 1,081,200. The number of
shares voting in favor of Amendment and Restatement equaled or exceeded the vote
required. The percentage vote required was (i) more than 50% of the Common Stock
voting as a class and (ii) more than 50% of the Preferred Stock voting together
as a class."



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

         Executed at Palo Alto, California, this 5th day of January 2000.

                                       By: /s/ Randall Lipps
                                          -------------------------------------
                                                Randall Lipps
                                                Chairman of the Board

                                       By:
                                           ------------------------------------
                                                Robert J. Brigham
                                                Assistant Secretary



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

         Executed at Palo Alto, California, this 5th day of January 2000.

                                       By:
                                          -------------------------------------
                                                Randall Lipps
                                                Chairman of the Board

                                       By:   /s/ Robert J. Brigham
                                          -------------------------------------
                                                Robert J. Brigham
                                                Assistant Secretary