EXHIBIT 2.1(b)

                                  RESTATED

                        CERTIFICATE OF INCORPORATION

                                     OF

                            MOTIENT CORPORATION



         FIRST:   The name of the Corporation is MOTIENT CORPORATION.

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

         THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, including specifically to act as
the registered agent of its wholly owned subsidiaries.

         FOURTH:

         A. Authorized Capital Stock. The total number of shares of all
classes of stock which the Corporation shall be authorized to issue shall
be three hundred million (300,000,000) shares, which shares shall be
divided into three classes; the first class, consisting of two hundred
seventy-five million (275,000,000) of said shares, shall be of a par value
of $.01 per share and shall be designated common stock ("Common Stock");
the second class, consisting of ten million (10,000,000) of said shares,
shall be of a par value of $.01 per share and shall be designated
non-voting common stock ("Non-Voting Common Stock" and, together with the
Common Stock, the "Corporation Common Stock"); and the third class,
consisting of fifteen million (15,000,000) of said shares shall be of a par
value of $.01 per share and shall be designated Series Preferred Stock
("Series Preferred Stock"). The rights, powers, privileges and limitations
of the Common Stock and the Non-Voting Common Stock shall be in all
respects identical, share for share, except that (i) the conversion rights
of the Non-Voting Common Stock and the Common Stock differ as set forth in
Article FOURTH, Paragraph C.5 hereof and (ii) other than as otherwise
provided by law or herein, the holders of the Non-Voting Common Stock shall
not have any voting power (with respect to the election of directors or
otherwise) or be entitled to receive any notice of meetings of stockholders

         B. Series Preferred Stock Generally. The Series Preferred Stock
may be issued from time to time by the board of directors as herein
provided in one or more series. The designations, relative rights,
preferences and limitations with respect to the Series Preferred Stock, and
with respect to the shares of each series thereof, may, to the extent
permitted by law, be similar to or may differ from those of any other
series. The board of directors of the Corporation is hereby expressly
granted authority, subject to the provisions of this Article FOURTH, to
issue from time to time Series Preferred Stock in one or more series, and
to fix from time to time before issuance thereof, by filing of a
certificate pursuant to the General Corporation Law of the State of
Delaware, the number of shares in each such series, and all designations,
relative rights (including the right, to the extent permitted by law, to
convert into shares of any class or into shares of any series of any
class), preferences and limitations of the shares in each such series,
including, but without limiting the generality of the foregoing, the
following:

         1. The number of shares to constitute such series (which number
may at any time, or from time to time, be increased or decreased by the
board of directors, notwithstanding that shares of the series may be
outstanding at the time of such increase or decrease, unless the board of
directors shall have otherwise provided in creating such series) and the
distinctive designation thereof;

         2. The dividend rate on the shares of such series, whether or not
dividends on the shares of such series shall be cumulative and the date or
dates, if any, from which dividends thereon shall be cumulative;

         3. Whether or not the shares of such series shall be redeemable,
and, if redeemable, the date or dates upon or after which they shall be
redeemable and the amount or amounts per share payable thereon in the case
of the redemption thereof, which amount may vary at different redemption
dates or otherwise as permitted by law;

         4. The right, if any, of holders of shares of such series to
convert the same into, or exchange the same for, shares of Corporation
Common Stock or other securities as permitted by law, and the terms and
conditions of such conversion or exchange, as well as provisions for
adjustment of the conversion rate in such events as the board of directors
shall determine;

         5. The amount per share payable on the shares of such series upon
the voluntary and involuntary liquidation, dissolution or winding up of the
Corporation;

         6. Whether the holders of shares of such series shall have voting
power, full or limited, in addition to the voting powers provided by law,
and, in case additional voting powers are accorded, to fix the extent
thereof; and

         7. Generally to fix the other rights and privileges and any
qualifications, limitations or restrictions on such rights and privileges
of such series, provided, however, that no such rights, privileges,
qualifications, limitations or restrictions shall be in conflict with the
Certificate of Incorporation of the Corporation or with the resolution or
resolutions adopted by the board of directors providing for the issue of
any series of which there are shares then outstanding.

         C. Series A Preferred Stock. Ten million (10,000,000) shares of
the Series Preferred Stock shall be designated the Series A Voting
Convertible Preferred Stock, $0.01 par value per share (the "Series A
Voting Preferred Stock") and one million five hundred thousand (1,500,000)
shares of the Series Preferred Stock shall be designated the Series A
Non-Voting Convertible Preferred Stock, $0.01 par value per share (the
"Series A Non-Voting Preferred Stock", and, together with the Series A
Voting Preferred Stock, the "Series A Preferred Stock"). The relative
rights, privileges and limitations of the Series A Voting Preferred Stock
and the Series A Non-Voting Preferred Stock shall be in all respects
identical, share for share, except that (i) the conversion rights of the
Series A Voting Preferred Stock and Series A Non-Voting Preferred Stock
differ as set forth in Article FOURTH, Paragraph C.5 hereof and (ii) other
than as otherwise provided by law or herein, the holders of the Series A
Non-Voting Preferred Stock shall not have any voting power with respect to
the election of directors or otherwise or be entitled to receive any notice
of meetings of stockholders. The following is a statement of the
preferences, voting powers, qualifications and special or relative rights
and privileges of the Series A Convertible Preferred Stock.

         1. The authorized number of shares constituting the Series A
Voting Preferred Stock shall be ten million (10,000,000). The authorized
number of shares constituting the Series A Non-Voting Preferred Stock shall
be one million five hundred thousand (1,500,000).

         2. Except as may be otherwise provided by law or the Certificate
of Incorporation, the Series A Voting Preferred Stock shall vote together
with the holders of Common Stock as a single class on all actions to be
taken by the stockholders of the Company. Each share of Series A Voting
Preferred Stock shall entitle the holder thereof to such number of votes
per share on each such action as shall equal the number of shares of Common
Stock into which each share of Series A Voting Preferred Stock is
convertible at the record date for the determination of stockholders
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 the stockholders
is solicited.

         3. In the event of a liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary (a "Liquidation"), the
holders of Series A Preferred Stock then outstanding shall be entitled to
receive out of the available assets of the Corporation, whether such assets
are stated capital or surplus of any nature, an amount on such date equal
to $20.00 per share of Series A Preferred Stock (the "Liquidation
Preference"). Such payment shall be made before any payment shall be made
or any assets distributed to the holders of any class or series of the
Corporation Common Stock or any other class or series of the Corporation's
capital stock ranking junior as to liquidation rights to the Series A
Preferred Stock. If upon any such liquidation, dissolution or winding up of
the Corporation the assets available for payment of the Liquidation
Preference are insufficient to permit the payment to the holders of the
Series A Preferred Stock of the full preferential amounts described in this
paragraph, then all the remaining available assets shall be distributed
among the holders of the then outstanding Series A Preferred Stock pro rata
according to the number of then outstanding shares of Series A Preferred
Stock held by each holder thereof.

         4. Except as otherwise set forth herein, the holders of the Series
A Preferred Stock shall not be entitled to receive any distribution with
respect to the shares of Series A Preferred Stock.

         5. The Series A Preferred Stock shall be convertible into
Corporation Common Stock as follows:

              (a) Right to Convert. At any time, and from time to time, the
holder of any shares of Series A Voting Preferred Stock shall have the
right, at the option of the holder, to convert each share of Series A
Preferred Stock into a number of fully paid and nonassessable shares of
Common Stock of the Corporation (as such shares are constituted on the
effective date of this Restated Certificate of Incorporation) determined by
dividing the Liquidation Preference by the then current Conversion Price
(as herein defined). At any time, and from time to time, the holder of any
shares of Series A Non-Voting Preferred Stock shall have the right, at the
option of the holder, to convert each share of Series A Non-Voting
Preferred Stock into a number of fully paid and nonassessable shares of
Non-Voting Common Stock of the Corporation (as such shares are constituted
on the effective date of this Restated Certificate of Incorporation)
determined by dividing the Liquidation Preference by the then current
Conversion Price. Upon a Liquidation of the Corporation, the right of
conversion shall terminate at the close of business on the business day
immediately preceding the date fixed for payment of the amount
distributable on the Series A Preferred Stock. The holder of a share or
shares of Series A Preferred Stock may exercise the conversion right as to
any share or shares of Series A Preferred Stock by delivering to the
Corporation, during regular business hours, or to the office of any
transfer agent of the Corporation for the Common Stock or at such other
office or agency as may be designated by the Corporation in writing to the
holders of Series A Preferred Stock, the certificate or certificates for
the shares to be converted, duly endorsed in blank or assigned to the
Corporation, and accompanied by written notice stating that the holder
elects to convert such shares. Conversion shall be deemed to have been
effected on the date when such written notice and the endorsed stock
certificate or certificates are received by the Corporation (the "Optional
Conversion Date").

              (b) Automatic Conversion.

                   (i) Conversion of Series A Preferred Stock to
Corporation Common Stock. Each share of Series A Voting Preferred Stock
shall automatically be converted into a number of fully paid and
nonassessable shares of Common Stock of the Corporation (as such shares are
constituted on the effective date of this Restated Certificate of
Incorporation) determined by dividing the Liquidation Preference by the
then current Conversion Price immediately following the satisfaction of the
Conversion Condition (as hereinafter defined) without any further action by
the holders of such shares and whether or not the certificate representing
such shares are surrendered to the Corporation or its transfer agent (an
"Automatic Conversion Event" and the date of such Automatic Conversion
Event being hereinafter referred to as the "Automatic Conversion Date").
Each share of Series A Non-Voting Preferred Stock shall automatically be
converted into a number of fully paid and nonassessable shares of
Non-Voting Common Stock of the Corporation (as such shares are constituted
on the effective date of this Restated Certificate of Incorporation)
determined by dividing the Liquidation Preference by the then current
Conversion Price upon an Automatic Conversion Event. The Corporation shall
not be obligated to issue certificates evidencing the shares of Corporation
Common Stock issuable upon such conversion unless certificates evidencing
such shares of Series A Preferred Stock so converted are either delivered
to the Corporation or its transfer agent or the holder notifies the
Corporation or its transfer agent in writing that such certificates have
been lost, stolen, or destroyed and executes an agreement satisfactory to
the Corporation to indemnify the Corporation from any loss incurred by it
in connection therewith. For purposes of this Article FOURTH, Paragraph
C.5(b), the term "Conversion Condition" shall mean (i) that the weighted
average of the trading prices of the Common Stock for each of ten (10)
consecutive trading days on the principal domestic security exchange
(including, for purposes hereof, the Nasdaq National Market) on which the
same is listed on any trading day shall equal or exceed the Conversion
Price or (ii) in the event the Common Stock is not so listed, but is
otherwise listed on the Nasdaq Stock Market, that the average of the
representative bid and ask prices quoted on the Nasdaq Stock Market as of
4:00 p.m., New York City time, equals or exceeds the Conversion Price for
each of ten (10) consecutive trading days. Upon the conversion of the
Series A Preferred Stock pursuant to this paragraph, the Corporation shall
promptly send written notice thereof, by registered or certified mail,
return receipt requested and postage prepaid, by hand delivery or by
overnight delivery, to each holder of record of Series A Preferred Stock at
his address then shown on the records of the Corporation, which notice
shall state that the Series A Preferred Stock has been converted and
certificates evidencing shares of Series A Preferred Stock must be
surrendered at the office of the Corporation (or of its transfer agent for
the Common Stock, if applicable). The "Conversion Price" shall initially be
$3.125 and shall be adjusted in accordance with the terms herein.

                   (ii) Conversion of Series A Non-Voting Preferred Stock
to Series A Voting Preferred Stock. Each share of Series A Non-Voting
Preferred Stock shall automatically be converted into one fully paid and
nonassessable share of Series A Voting Preferred Stock immediately upon and
simultaneously with the satisfaction of the Apollo Conversion Condition (as
hereinafter defined) with respect to such share without any further action
by the holders of such shares and whether or not the certificate
representing such shares is surrendered to the Corporation or its transfer
agent. The Corporation shall not be obligated to issue certificates
evidencing the shares of Series A Voting Preferred Stock issuable upon such
conversion unless (A) certificates evidencing such shares of Series A
Non-Voting Preferred Stock so converted are either delivered to the
Corporation or its transfer agent or the holder notifies the Corporation or
its transfer agent in writing that such certificates have been lost,
stolen, or destroyed and executes an agreement satisfactory to the
Corporation to indemnify the Corporation from any loss incurred by it in
connection therewith and (B) the applicable Apollo Person (as defined
below) executes and delivers to the Corporation a certificate that the
Apollo Conversion Condition has been satisfied. For purposes of this
Article FOURTH, Paragraph C.5(b), the term "Apollo Conversion Condition"
shall mean, with respect to any share, that Apollo Investment Fund IV,
L.P., Apollo Overseas Partners IV, L.P., AIF IV/RRRR LLC, any affiliate of
any of the foregoing, and any other person or entity who along with any of
the foregoing entities or affiliates shall constitute a "person" (as such
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) (the "Apollo Persons") has transferred such share (including
without limitation "beneficial ownership" of such share (within the meaning
of Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as
amended)) to a third party who is not an Apollo Person.

                   (iii) Conversion of Non-Voting Common Stock to Common
Stock. Each share of Non-Voting Common Stock shall automatically be
converted into one fully paid and nonassessable share of Common Stock
immediately upon and simultaneously with the satisfaction of the Apollo
Conversion Condition with respect to such share without any further action
by the holders of such shares and whether or not the certificate
representing such shares is surrendered to the Corporation or its transfer
agent. The Corporation shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon such conversion unless
(A) certificates evidencing such shares of Non-Voting Common Stock so
converted are either delivered to the Corporation or its transfer agent or
the holder notifies the Corporation or its transfer agent in writing that
such certificates have been lost, stolen, or destroyed and executes an
agreement satisfactory to the Corporation to indemnify the Corporation from
any loss incurred by it in connection therewith and (B) the applicable
Apollo Person executes and delivers to the Corporation a certificate that
the Apollo Conversion Condition has been satisfied.

              (c) Certain Adjustments.

                   (i) Splits, Combinations and Stock Dividends. If, at any
time while the Series A Preferred Stock is outstanding:

                        (A) the Corporation subdivides its outstanding
shares of Corporation Common Stock into a greater number of shares or
combines its outstanding shares of Corporation Common Stock into a smaller
number of shares, then the conversion rights described above then in effect
immediately prior to such action shall be adjusted so that the holder of
shares of Series A Preferred Stock thereafter converted may receive the
number of shares of Corporation Common Stock which such holder would have
owned immediately following such action if such holder had converted the
shares of Series A Preferred Stock immediately prior to such action, and
the Conversion Price shall be adjusted to that price determined by
multiplying the Conversion Price then in effect immediately prior to the
date of such subdivision or combination by a fraction (I) the numerator of
which shall be the total number of shares of Corporation Common Stock
outstanding immediately prior to such subdivision or combination and (II)
the denominator of which shall be the total number of shares of Corporation
Common Stock outstanding immediately after such subdivision or combination.
The adjustment shall become effective immediately after the effective date
of the subdivision or combination.

                        (B) the Corporation shall pay a dividend payable in
shares of Corporation Common Stock, then the conversion rights described
above then in effect immediately prior to such dividend shall be adjusted
so that the holder of shares of Series A Preferred Stock thereafter
converted may receive the number of shares of Corporation Common Stock
which such holder would have owned immediately following such dividend if
such holder had converted the shares of Series A Preferred Stock on the
record date for the determination of stockholders entitled to receive such
dividend and the Conversion Price shall be adjusted, from and after the
date of determination of stockholders entitled to receive such dividend, to
that price determined by multiplying the Conversion Price then in effect
immediately prior to such date of such dividend by a fraction (I) the
numerator of which shall be the total number of shares of Corporation
Common Stock outstanding immediately prior to such dividend and (II) the
denominator of which shall be the total number of shares of Corporation
Common Stock outstanding immediately after such dividend.

                   (ii) Reorganization, Reclassification, Consolidation or
Merger. In case of any reorganization, reclassification or change of the
outstanding shares of Corporation Common Stock or any consolidation or
merger of the Corporation with or into another entity (where the
Corporation is not the surviving entity or where there is a change in,
exchange or conversion of, or distribution with respect to, the Corporation
Common Stock other than a change from par value to no par value, or as a
result of a subdivision or combination of shares), effected in such a way
that holders of Corporation Common Stock shall be entitled to receive
stock, securities or assets with respect to or in exchange for Corporation
Common Stock, then, as a condition of such reorganization or
reclassification or consolidation or merger, lawful and adequate provisions
shall be made whereby each holder of a share or shares of Series A
Preferred Stock shall thereupon have the right to receive, upon the basis
and upon the terms and conditions specified herein and in lieu of the
shares of Corporation Common Stock immediately theretofore receivable upon
the conversion of such share or shares of Series A Preferred Stock, such
share or shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such
Corporation Common Stock equal to the number of shares of such Corporation
Common Stock immediately theretofore receivable upon conversion had such
reorganization or reclassification or consolidation or merger not taken
place, and in any such case appropriate provisions shall be made with
respect to the rights and interests of such holder to the end that the
provisions hereof shall thereafter be applicable, as nearly as may be, in
relation to any share or shares of stock, securities or assets thereafter
deliverable upon the exercise of such conversion rights. The provisions of
this subparagraph shall apply to successive reorganizations,
reclassifications, consolidations or mergers.

         6. Issuance of Certificates; Time Conversion Effected. As promptly
as practicable after the Optional Conversion Date or the Automatic
Conversion Date, as the case may be, and the surrender of the relevant
certificate representing the Series A Preferred Stock, the Corporation
shall issue and deliver to such holder a certificate or certificates for
the number of full shares of Corporation Common Stock to which such holder
is entitled, registered in the name of the holder, and at the address
designated by such holder and payment for any fractional share of
Corporation Common Stock otherwise deliverable. The person in whose name
the certificate or certificates for Corporation Common Stock are to be
issued shall be deemed to have become a stockholder of record on such
Optional Conversion Date or Automatic Conversion Date, as the case may be,
unless the transfer books of the Corporation are closed on such Optional
Conversion Date or Automatic Conversion Date, as the case may be, in which
event, such person shall be deemed to have become a stockholder of record
of Corporation Common Stock on the next succeeding date on which the
transfer books are open, but the Conversion Price shall be that in effect
on such Optional Conversion Date or Automatic Conversion Date, as the case
may be.

              (a) Partial Conversion. In case the number of shares of
Series A Preferred Stock evidenced by the certificate or certificates
surrendered pursuant to Article FOURTH, Paragraph C.5(a) exceeds the number
of shares converted, the Corporation shall, upon conversion, execute and
deliver to the holder, at the expense of the Corporation, a new certificate
or certificates evidencing the number of shares of Series A Preferred Stock
evidenced by the certificate or certificates surrendered which are not to
be converted.

              (b) Fractional Shares. The Corporation shall not be required
to issue any fraction of a share of Corporation Common Stock upon
conversion of any shares of Series A Preferred Stock. If more than one
share of Series A Preferred Stock shall be surrendered for conversion at
one time by the same holder or if more than one share of Series A Preferred
Stock held by the same holder shall be converted in an Automatic
Conversion, the number of full shares of Corporation Common Stock issuable
upon conversion thereof shall be computed on the basis of the total number
of shares of Series A Preferred Stock surrendered or converted in the
Automatic Conversion, as the case may be. If any fractional interest in a
share of Corporation Common Stock would otherwise be deliverable upon
conversion, the Corporation shall make an adjustment therefor in cash based
upon the then-current fair market value of a share of Corporation Common
Stock.

              (c) Payment of Taxes Upon Conversion. The issuance of
Corporation Common Stock on conversion of Series A Preferred Stock shall be
without charge to the converting holder of the Series A Preferred Stock for
any tax in respect to the issuance thereof, but the Corporation shall not
be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of shares in any name other than that
of the holder of record on the books of the Corporation of shares of Series
A Preferred Stock converted, and the Corporation shall not be required to
issue or deliver any such certificate for shares of Corporation Common
Stock unless and until the person requesting the issuance shall have paid
to the Corporation the amount of such tax or shall have established to the
reasonable satisfaction of the Corporation that such tax has been paid.

              (d) Capital Stock Fully Paid and Nonassessable Upon
Conversion. Shares of Corporation Common Stock issued on conversion of
shares of the Series A Preferred Stock shall be issued as fully paid shares
and shall be nonassessable. The Corporation shall at all times reserve and
keep available for issuance upon conversion of the Series A Preferred Stock
such number of full shares of Corporation Common Stock as shall be
sufficient to effect the conversion of all outstanding shares of Series A
Preferred Stock. Shares of Series A Voting Preferred Stock issued on
conversion of shares of the Series A Non-Voting Preferred Stock shall be
issued as fully paid shares and shall be nonassessable. The Corporation
shall at all times reserve and keep available for issuance upon conversion
of the Series A Non-Voting Preferred Stock such number of full shares of
Series A Voting Preferred Stock as shall be sufficient to effect the
conversion of all outstanding shares of Series A Voting Preferred Stock.
Shares of Common Stock issued on conversion of shares of the Non-Voting
Common Stock shall be issued as fully paid shares and shall be
nonassessable. The Corporation shall at all times reserve and keep
available for issuance upon conversion of the Common Stock such number of
full shares of Common Stock as shall be sufficient to effect the conversion
of all outstanding shares of Non-Voting Common Stock.

              (e) No Reissuance of Series A Preferred Stock. Shares of
Series A Preferred Stock which are converted into shares of Corporation
Common Stock as provided herein or otherwise acquired by the Corporation
shall not be reissued under any circumstances. Shares of Series A
Non-Voting Preferred Stock which are converted into shares of Series A
Voting Preferred Stock as provided herein or otherwise acquired by the
Corporation shall not be reissued under any circumstances.

              (f) Notice of Adjustment. Whenever the number of shares of
the Corporation Common Stock into which each share of the Series A
Preferred Stock is convertible is adjusted as provided in this Certificate,
the Corporation shall promptly mail to the holders of record of the
outstanding shares of the Series A Preferred Stock at their respective
addresses, as the same shall appear on the books of the Corporation, a
notice stating that the number of shares of the Corporation Common Stock
into which each share of the Series A Preferred Stock is convertible has
been adjusted and setting forth the new number of shares of the Corporation
Common Stock (or describing the new stock, securities, cash or other
property) into which each share of the Series A Preferred Stock is
convertible, as a result of such adjustment, a brief statement of the facts
requiring such adjustment and the computation thereof, and when such
adjustment became effective.

         D. Voting.

         1. On all matters upon which holders of Common Stock are entitled
or permitted to vote, every holder of Common Stock shall be entitled to one
(1) vote in person or by proxy for each share of Common Stock standing in
such holder's name on the transfer books of the Corporation.

         2. Except as otherwise specifically provided in the certificate
filed pursuant to law with respect to any series of Series Preferred Stock
or as otherwise provided by law, the Series Preferred Stock (other than the
Series A Voting Preferred Stock, which shall have the voting rights set
forth in Article FOURTH, Paragraph C and Article ELEVENTH) shall not have
any right to vote on any matters submitted to the stockholders of the
Corporation, including, without limitation, the election of directors. In
all instances in which voting rights are granted to Series Preferred Stock
or any series thereof, such Series Preferred Stock or series shall vote as
provided in the certificate filed pursuant to law with respect to any
series of Series Preferred Stock or as otherwise provided by law.

         E. Dividends. The holders of Corporation Common Stock shall be
entitled to receive dividends and distributions of the Corporation when and
as declared by the board of directors out of funds legally available
therefor. Dividends on the outstanding Series Preferred Stock of each
series (other than the Series A Preferred Stock) shall be declared and paid
or set apart for payment before any dividends shall be declared and paid or
set apart for payment on the Corporation Common Stock with respect to the
same dividend period. Dividends on any shares of Series Preferred Stock
shall be cumulative only if and to the extent set forth in a certificate
filed pursuant to law. After dividends on all shares of Series Preferred
Stock (other than the Series A Preferred Stock), including cumulative
dividends if and to the extent any such shares shall be entitled thereto,
shall have been declared and paid or set apart for payment with respect to
any dividend period, then and not otherwise as long as any shares of Series
Preferred Stock (other than the Series A Preferred Stock) shall remain
outstanding, dividends may be declared and paid or set apart for payment
with respect to the same dividend period on the Corporation Common Stock
out of the assets or funds of the Corporation legally available therefor.
In the event the Board of Directors of the Corporation declares a dividend
or makes a distribution to the holders of shares of Corporation Common
Stock (other than a dividend payable or distribution made in shares of
Corporation Common Stock, in which case the provisions of subparagraph
(c)(i)(B) shall apply), the Board of Directors shall at the same time
declare a dividend or make a distribution for the holders of shares of
Series A Preferred Stock payable at the same time, in the same manner and
for the same type of dividend or distribution as the dividend or
distribution on the Corporation Common Stock in an amount for each share of
Series A Preferred Stock equal to the dividend payable or distribution made
on the number of shares of Corporation Common Stock into which such shares
of Series A Preferred Stock may be converted. No dividend may be declared
and paid or set apart for payment on any share of Series A Voting Preferred
Stock or Series A Non-Voting Preferred Stock, unless an equivalent dividend
is declared and paid or set apart for payment on each share of Series A
Preferred Stock and vice versa; provided, however, that in such an event a
stock dividend payable in Series A Preferred Stock shall be payable in
Series A Non-Voting Preferred Stock to Series A Non-Voting Preferred Stock
and Series A Voting Preferred Stock to Series A Voting Preferred Stock. No
dividend may be declared and paid or set apart for payment on any share of
Common Stock or Non-Voting Common Stock, unless an equivalent dividend is
declared and paid or set apart for payment on each share of Corporation
Common Stock and vice versa; provided, however, that in such an event a
stock dividend payable in Corporation Common Stock shall be payable in
Common Stock to Common Stock and in Non-Voting Common Stock to Non-Voting
Common Stock.

         F. Liquidation, Dissolution or Winding Up. In the event of any
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, each series of Series Preferred Stock shall have
preference and priority over the Corporation Common Stock for payment of
the amount to which each outstanding series of Series Preferred Stock shall
be entitled in accordance with the provisions thereof and each holder of
Series Preferred Stock shall be entitled to be paid in full such amount, or
have a sum sufficient for the payment in full set aside, before any
payments shall be made to the holders of Corporation Common Stock. If upon
liquidation, dissolution or winding up of the Corporation, the assets of
the Corporation, or the proceeds thereof, distributable among the holders
of the shares of all series of Series Preferred Stock shall be insufficient
to pay in full the preferential amount aforesaid, then such assets, or the
proceeds thereof, shall be distributed among such holders ratably in
accordance with the respective amounts which would be payable if all
amounts payable thereof were paid in full. After the holders of the Series
Preferred Stock of each series shall have been paid in full the amounts to
which they respectively shall be entitled, or a sum sufficient for the
payment in full set aside, the remaining net assets of the Corporation,
after payment or provision for payment of the debts of the Corporation,
shall be distributed pro rata to the holders of the Corporation Common
Stock, to the exclusion of the holders of Series Preferred Stock. A
consolidation or merger of the Corporation with or into another corporation
or corporations, or a sale, whether for cash, shares of stock, securities
or properties, of all or substantially all of the assets of the
Corporation, shall not be deemed or construed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Article FOURTH, unless, in connection with such merger, consolidation or
sale of all or substantially all assets of the Corporation, the
stockholders of the Corporation specifically determine that such
transaction be deemed a liquidation.

         G. Term. The Series A Preferred Stock shall be perpetual and may
not be redeemed by the Corporation unless such redemption by the
Corporation is expressly authorized herein and consummated in accordance
with the provisions specified herein; provided, however, that, for the
avoidance of doubt, the Corporation may repurchase or retire or otherwise
acquire the Series A Preferred Stock from a holder thereof, pursuant to a
voluntary transaction between the Corporation and such holder.

         H. Redemption of Series Preferred Stock. In the event that Series
Preferred Stock of any series shall be made redeemable as provided in
Article FOURTH, Paragraph B.3, the Corporation, at the option of the board
of directors, may redeem at any time or times, and from time to time, all
or any part of any one or more series of Series Preferred Stock outstanding
by paying for each share the then applicable redemption price fixed by the
board of directors as provided herein, plus an amount equal to accrued and
unpaid dividends to the date fixed for redemption, upon such notice and
terms as provided in the certificates filed pursuant to law with respect to
such series of Series Preferred Stock.

              FIFTH: At all elections of directors of the Corporation, each
holder of Common Stock and Series A Voting Preferred Stock shall be
entitled to as many votes as shall equal the number of votes which (except
for such provision as to cumulative voting) such holder would be entitled
to cast for the election of directors multiplied by the number of directors
to be elected, and such holder may cast all of such votes for a single
director or may distribute such votes among the number of directors to be
voted for, or for any two or more of them as such holder may see fit.

              The number of directors shall be such number as from time to
time shall be fixed by, or in the manner provided in, the Bylaws of the
Corporation; provided, that no decrease in the number of directors shall
have the effect of shortening the term of any incumbent director. All
directors shall be elected at each election of directors by the holders of
Common Stock. Elections of directors need not be by written ballot.

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

         1. Except as otherwise expressly provided in this Certificate of
Incorporation or the bylaws, all actions of the board of directors shall be
taken upon or pursuant to the affirmative vote of a majority of the
directors present at a meeting at which a quorum is present.

         2. The affirmative vote of the holders of two-thirds of
the votes entitled to be cast by the holders of the issued and outstanding
shares of Common Stock and Series A Voting Preferred Stock, voting together
as a single class, shall be required to approve any of the following
actions:

              a. the merger or consolidation of the Corporation with or
     into any other entity;

              b. the dissolution, liquidation or winding up of the
     Corporation; or

              c. the sale, exchange, or lease of all or substantially all
     of the Corporation's property and assets.

              SEVENTH: No fractional shares of Corporation Common Stock
shall be issued by the Corporation. In lieu of any fractional shares to
which a holder would otherwise be entitled, the Corporation shall pay cash
equal to such fraction multiplied by the fair market value per share of
such Corporation Common Stock.

              EIGHTH: If and to the extent permitted by the provisions
governing amendment of the bylaws contained therein, the board of directors
is authorized to make, repeal, alter, amend and rescind the bylaws of the
Corporation.

              NINTH: To the fullest extent permitted by the General
Corporation Law of Delaware or any other applicable laws presently or
hereafter in effect, a director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. Any repeal or modification of this
Article NINTH shall not adversely affect any right or protection of a
director of the Corporation existing immediately prior to such repeal or
modification.

              TENTH: Each person who is or was a director or officer of the
Corporation shall be indemnified by the Corporation to the fullest extent
permitted by the General Corporation Law of the State of Delaware or any
other applicable laws as presently or hereafter in effect. Without limiting
the generality or the effect of the foregoing, the Corporation may enter
into one or more agreements with any person which provide for
indemnification greater or different than that provided in this Article
TENTH. Any repeal or modification of this Article TENTH shall not adversely
affect any right or protection existing hereunder immediately prior to such
repeal or modification.

              ELEVENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate, in the manner
now or hereafter prescribed by statute and this Certificate, and all rights
conferred on stockholders herein are granted subject to this reservation.
This Certificate may not be amended, modified, rendered ineffective or
repealed except by the vote of the holders of a majority of the votes
entitled to be cast by the holders of issued and outstanding shares of
Common Stock and Series A Voting Preferred Stock, voting together as a
class. Other classes or series of stock shall not be entitled to vote on
any such amendment, modification or other change, unless and to the extent
required by applicable law; provided, however, that so long as shares of
the Series A Preferred Stock shall be outstanding and unless the approval
of a greater number of shares of the Series A Preferred Stock shall then be
required by law, without first obtaining the consent or approval of the
holders of a majority of the votes entitled to be cast by the holders of
the then outstanding shares of the Series A Preferred Stock, voting as a
single class separately from the holders of any other class or series of
the capital stock of the Corporation, given in person or by proxy at a
meeting at which the holders of shares of the Series A Preferred Stock
shall be entitled to vote, or by written consent of the holders of at least
a majority of the then outstanding shares of Series A Preferred Stock, the
Corporation shall not amend this Certificate of Incorporation or the bylaws
of the Corporation, in a manner that adversely affects the rights,
preferences or privileges of the shares of Series A Preferred Stock;
provided, further however, that the creation of any other class of Series
Preferred Stock with rights, privileges, qualifications, limitations or
restrictions on par or greater than the Series A Preferred Stock shall be
deemed not to adversely affect the rights, preferences or privileges of the
Series A Preferred Stock or otherwise require the approval of the Series A
Preferred Stock in any manner whatsoever, unless such Series Preferred
Stock is created and issued in exchange for or as a dividend or
distribution on shares of Common Stock.

              TWELFTH: The Corporation expressly elects not to be governed
by Section 203 of the General Corporation Law of the State of Delaware.