AMENDED AND RESTATED
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                                   COSI, INC.
 
            Cosi, Inc.  (hereinafter called the "corporation"),  a corporation
organized and existing under and by virtue of the General  Corporation  Law of
the State of Delaware, does hereby certify:
 
            FIRST: The present name of the corporation is Cosi, Inc; and, the
name under which the corporation was originally incorporated is Xando
Incorporated, and the date of filing the original certificate of incorporation
of the corporation with the Secretary of State of the State of Delaware is May
15, 1998 and amendments to the Certificate of Incorporation were subsequently
duly filed and recorded.
 
            SECOND: The amendments and the restatement of the certificate of
incorporation herein certified have been duly adopted by the stockholders in
accordance with the provisions of Sections 228, 242, and 245 of the General
Corporation Law of the State of Delaware. Prompt written notice of the adoption
of the amendments and of the restatement of the certificate of incorporation
herein certified has been given to those stockholders who have not consented in
writing thereto, as provided in Section 228 of the General Corporation Law of
the State of Delaware.
 
            THIRD: The certificate of  incorporation  of the  corporation,  as
amended and restated  herein,  shall at the  effective  time of this  Restated
Certificate of Incorporation, read as follows:
 
                                   ARTICLE I
                                      NAME
 
            The name of the corporation is Cosi, Inc.
 
                                   ARTICLE II
                          ADDRESS OF REGISTERED OFFICE;
                            NAME OF REGISTERED AGENT
 
            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, 19801. The name of its registered agent at
that address in the State of Delaware is The Corporation Trust Company. The
registered office and/or registered agent of the Corporation may be changed from
time to time by action of the Board of Directors.
 
                                  ARTICLE III
 
                               PURPOSE AND POWERS
 
            The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may now or hereafter be organized under the
Delaware General Corporation Law ("Delaware Law"). It shall have all powers that
may now or hereafter be lawful for a corporation to exercise under Delaware Law.
 
                                   ARTICLE IV
 
                                  CAPITAL STOCK
 
            Section 4.1. TOTAL NUMBER OF SHARES OF STOCK. The total number of
shares of capital stock of all classes that the Corporation shall have authority
to issue is 140,000,000 (One Hundred and Forty Million) shares. The authorized
capital stock is divided into 40,000,000 (Forty Million) shares of preferred
stock, of the par value of $.01 each (the "Preferred Stock"), and 100,000,000
(One Hundred Million) shares of common stock, of the par value of $.01 each (the
"Common Stock"). For the purposes of this article IV, references to the "Board
of Directors" shall refer to the Board of Directors of the Corporation as
established in accordance with Article V of the Certificate of Incorporation and
references to "The Certificate of Incorporation" shall refer to this Restated
Certificate of Incorporation as the same may be amended from time to time.
 
            Section 4.2. PREFERRED STOCK. (a) The shares of Preferred Stock of
the Corporation may be issued from time to time in one or more series thereof,
the shares of each series to have such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as are stated and expressed herein or in the resolution or
resolutions providing for the issue of such series, adopted by the board of
directors of the Corporation (the "Board of Directors") as hereinafter provided.
 
            (b) Except as provided by Section 4.3 with respect to the Series D
Preferred Stock (as hereinafter defined), authority is hereby expressly granted
to the Board of Directors, subject to the provisions of this Article IV and to
the limitations prescribed by Delaware Law, to authorize the issue of one or
more series of Preferred Stock and with respect to each such series to fix by
resolution or resolutions providing for the issue of each series the voting
powers, full or limited, if any, of the shares of such Series and the
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof. The authority
of the Board of Directors with respect to each series shall include, but not be
limited to, the determination or fixing of the following:
 
                  (i) the maximum number of shares to constitute such series
      (which may subsequently be increased or decreased by resolutions of the
      Board of Directors unless otherwise provided in the resolution providing
      for the issue of such series), the distinctive designation thereof and the
      stated value thereof if different than the par value thereof;
 
                  (ii) the dividend rate of such series, the conditions and
      dates upon which such dividends shall be payable, the relation that such
      dividends shall bear to the dividends payable on any other class or
      classes of stock or any other series of any class of stock of the
      Corporation, and whether such dividends shall be cumulative or
      noncumulative;
 
                  (iii) whether the shares of such series shall be subject to
      redemption, in whole or in part, and if made subject to such redemption
      the times, prices and other terms and conditions of such redemption,
      including whether or not such redemption may occur at the option of the
      Corporation or at the option of the holder or holders thereof or upon the
      happening of a specified event;
 
                  (iv) the terms and amount of any sinking fund established for
      the purchase or redemption of the shares of such series;
 
                  (v) whether or not the shares of such series shall be
      convertible into or exchangeable for shares of any other class or classes
      of any stock or any other series of any class of stock of the Corporation,
      and, if provision is made for conversion or exchange, the times, prices,
      rates, adjustments, and other terms and conditions of such conversion or
      exchange;
 
                  (vi) the extent, if any, to which the holders of shares of
      such series shall be entitled to vote with respect to the election of
      directors or otherwise;
 
                  (vii) the restrictions, if any, on the issue or reissue of any
      additional Preferred Stock;
 
                  (viii) the rights of the holders of the shares of such series
      upon the dissolution of, or upon the subsequent distribution of assets of,
      the Corporation; and
 
                  (ix) the manner in which any facts ascertainable outside the
      resolution or resolutions providing for the issue of such series shall
      operate upon the voting powers, designations, preferences, rights and
      qualifications, limitations or restrictions of such series.
 
            4.2.2. SERIES D PREFERRED STOCK. There is hereby created a series of
Preferred Stock, designated Series D Preferred Stock having the terms, rights
and privileges set forth in Exhibit A, attached hereto.
 
            4.2.3. COMMON STOCK. The shares of Common Stock of the Corporation
shall be of one and the same class. The holders of Common Stock shall have one
vote per share of Common Stock on all matters on which holders of Common Stock
are entitled to vote.
 
                                   ARTICLE V
 
                               BOARD OF DIRECTORS
 
            Section 5.1. POWERS OF BOARD OF DIRECTORS. The business and affairs
of the Corporation shall be managed by or under the direction of its Board of
Directors, which shall consist of not fewer than three nor more than fifteen
members. In furtherance, and not in limitation, of the powers conferred by
Delaware Law, the Board of Directors is expressly authorized to:
 
            (a) adopt, amend, alter, change or repeal the By-Laws of the
Corporation; provided, however, that no By-Laws hereafter adopted shall
invalidate any prior act of the directors that would have been valid if such new
By-Laws had not been adopted;
 
            (b) determine the rights, powers, duties, rules and procedures that
affect the power of the Board of Directors to manage and direct the business and
affairs of the Corporation, including the power to designate and empower
committees of the Board of Directors, to elect, appoint and empower the officers
and other agents of the Corporation, and to determine the time and place of, and
the notice requirements for, Board meetings, as well as the quorum and voting
requirements for, and the manner of taking, Board action; and
 
            (c) exercise all such powers and do all such acts as may be
exercised or done by the Corporation, subject to the provisions of Delaware Law,
this Certificate of Incorporation, and the By-Laws of the Corporation.
 
            Section 5.2. NUMBER OF DIRECTORS. Except as may be provided in a
resolution or resolutions providing for any series of Preferred Stock pursuant
to Article IV hereof with respect to any directors elected by the holders of
such series, and subject to Section 5.1 of this Certificate of Incorporation,
the number of directors constituting the Board of Directors shall be determined
from time to time exclusively by a vote of a majority of the Board of Directors
in office at the time of such vote.
 
            Section 5.3. CLASSIFIED BOARD OF DIRECTORS. The directors, other
than those who may be elected solely by the holders of shares of any class or
series of stock having a preference over the Common Stock of the Corporation as
to dividends or to distributions upon liquidation or dissolution and winding-up
of the Corporation pursuant to the terms of Article IV of the Certificate of
Incorporation of the Corporation, shall be divided into three classes, Class I,
Class II and Class III, with each class to be as nearly equal in number as
reasonably possible, and with the initial term of office of the Class I
directors to expire at the 2003 annual meeting of stockholders, the initial term
of office of the Class II directors to expire at the 2004 annual meeting of
stockholders and the initial term of office of the Class III directors to expire
at the 2005 annual meeting of stockholders, in each case upon the election and
qualification of their successors. Subject to the rights of the holders of any
class or series of stock having a preference over the Common Stock of the
Corporation as to dividends or to distributions upon liquidation or dissolution
and winding-up of the Corporation, commencing with the 2003 annual meeting of
stockholders, directors elected to succeed those directors whose terms have
thereupon expired shall be elected to a term of office to expire at the third
succeeding annual meeting of stockholders after their election, and upon the
election and qualification of their successors. Notwithstanding the foregoing,
for any director who is an employee of the Corporation or any of its affiliates
at the time of his or her election to the Board, it is a qualification for
service as a director that such director remain so employed, so that the term of
such director will automatically terminate upon termination of such director's
employment with the Corporation or such affiliate, for any reason, unless the
Board, by majority of the members of the Board of Directors, otherwise
determines. If the number of directors is changed, any increase or decrease
shall be apportioned among the classes in such manner as the Board of Directors
of the Corporation shall determine, but in no case will a decrease in the number
of directors shorten the term of any incumbent director.
 
            Section 5.4. VACANCIES. Except as may be provided in a resolution or
resolutions providing for any series of Preferred Stock pursuant to Article IV
hereof with respect to any directors elected by the holders of such series, any
vacancies in the Board of Directors for any reason and any newly created
directorship resulting by reason of any increase in the number of directors may
be filled only by the Board of Directors (and not by the Stockholders), acting
by a majority of the remaining directors then in office, although less than a
quorum, or by a sole remaining director, and any directors so appointed shall
hold office until the next election of the class of which such directors have
been chosen and until their successors are elected and qualified.
 
            Section 5.5. REMOVAL OF DIRECTORS. Except as may be provided in a
resolution or resolutions providing for any series of Preferred Stock pursuant
to Article IV hereof with respect to any directors elected by the holders of
such series, any director, or the entire Board of Directors, may be removed from
office at any time, but only for cause, and only by the affirmative vote of the
holders of at least 66 2/3% of the voting power of all of the shares of capital
stock of the Corporation then entitled to vote generally in the election of
directors, voting together as a single class. For the purposes of this Section
5.5, "cause" shall mean the wilful and continuous failure of a director to
substantially perform such director's duties to the Corporation (other than any
such failure resulting from incapacity due to physical or mental illness) or the
wilful engaging by a director in gross misconduct materially and demonstrably
injurious to the Corporation.
 
                                   ARTICLE VI
 
               STOCKHOLDER ACTIONS AND MEETINGS OF STOCKHOLDERS
 
            Except as may be provided in a resolution or resolutions providing
for any class or series of Preferred Stock pursuant to Article IV hereof, any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of such holders and
may not be effected by any written consent in lieu of a meeting by such holders.
Subject to the rights of the holders of any series of Preferred Stock, special
meetings of stockholders of the Corporation may be called only by the Chairman
of the Board or by the Secretary upon direction of the Board of Directors
pursuant to a resolution adopted by a majority of the members of the Board of
Directors then in office. Elections of directors need not be by written ballot,
unless otherwise provided in the By-Laws. For purposes of all meetings of
stockholders, a quorum shall consist of a majority of the shares entitled to
vote at such meeting of stockholders, unless otherwise required by law.
 
                                  ARTICLE VII
 
                      LIMITATION ON LIABILITY OF DIRECTORS
 
            No person shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
including without limitation directors serving on committees of the Board of
Directors; provided, however, that the foregoing shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware Law, or (iv) for any transaction from
which the director derived an improper personal benefit. If Delaware Law is
amended hereafter to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
Delaware Law, as so amended. Any amendment, repeal or modification of this
Article VII shall not adversely affect any right or protection of a director of
the Corporation existing hereunder with respect to any act or omission occurring
prior to such amendment, repeal or modification.
 
                                  ARTICLE VIII
 
                                 INDEMNIFICATION
 
            The Corporation shall indemnify any director or officer and may
indemnify any employee or agent to the fullest extent authorized or permitted by
Section 145 of the Delaware General Corporation Law, as now or hereafter in
effect.
 
                                   ARTICLE IX
 
                          CERTAIN BUSINESS COMBINATIONS
 
            Section 9.1. VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS. Except
as otherwise expressly provided in Section 9.2, in addition to any affirmative
vote required by law or by any other provision of the Certificate of
Incorporation of the Corporation, the affirmative vote of the holders of not
less than 80% of the outstanding shares of "Voting Stock" (as hereinafter
defined) of the Corporation voting together as a single class shall be required
for the approval or authorization of any "Business Combination" (as hereinafter
defined) of the Corporation with any "Related Person" (as hereinafter defined).
For the purpose of this Article:
 
            (A) The term "Business Combination" shall mean (1) any merger or
      consolidation of the Corporation or a "Subsidiary" (as hereinafter
      defined) of the Corporation with or into a Related Person or of a Related
      Person with or into the Corporation or a Subsidiary of the Corporation;
      (2) any sale, lease, exchange, transfer, or other disposition, including,
      without limitation, a mortgage or any other hypothecation or transfer as
      collateral, of all or any "Substantial Part" (as hereinafter defined) of
      the assets either of the Corporation (including, without limitation, any
      voting securities of a Subsidiary) or of a Subsidiary of the Corporation
      to a Related Person; (3) the issuance of any securities (other than by way
      of a distribution to stockholders made pro rata to all holders of the
      class of stock to receive the distribution) of the Corporation or a
      Subsidiary of the Corporation to a Related Person; (4) the acquisition by
      the Corporation or a Subsidiary of the Corporation of any securities of a
      Related Person; (5) any recapitalization that would have the effect,
      directly or indirectly, of increasing the voting power of a Related
      Person; (6) any merger of the Corporation into a Subsidiary of the
      Corporation; or (7) any agreement, contract, or other arrangement
      providing for any of the transactions described in this definition of
      "Business Combination."
 
            (B) The term "Related Person" shall mean and include any individual,
      corporation, partnership, or other person or entity which, together with
      its "Affiliates" and "Associates," "Beneficially Owns" (as hereinafter
      defined), in the aggregate ten percent (10%) or more of the outstanding
      Voting Stock of the Corporation, and any Affiliate or Associate of any
      such individual, corporation, partnership, or other person or entity.
 
            (C) The term "Substantial Part" shall mean more than 80% of the book
      value of the total consolidated assets of the Corporation as reported in
      the consolidated financial statements of the Corporation and its
      subsidiaries as of the end of its most recent fiscal year ending prior to
      the time as of which a "Substantial Part" is to be determined.
 
            (D) The term "Voting Stock" shall mean all outstanding shares of
      capital stock of the Corporation entitled to vote generally in the
      election of directors of the Corporation and each reference to a
      percentage of shares of Voting Stock shall refer to such percentage of the
      votes entitled to be cast by such shares.
 
            (E) The terms "Affiliate" and "Associate" shall have the meanings
      set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as
      amended.
 
            (F) The term "Beneficially Owns" shall have the meaning set forth in
      Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
      provided, however, that, any shares of Voting Stock of the Corporation
      that any Related Person has the right to acquire pursuant to any
      agreement, or upon exercise of conversion rights, warrants or options, or
      otherwise, shall be deemed Beneficially Owned by the Related Person
      whether immediately exercisable or exercisable within ten years of the
      date as of which Beneficial Ownership is to be determined.
 
            (G) The term "Subsidiary" with respect to the Corporation shall mean
      any corporation, partnership, limited liability company, business trust or
      similar entity of which a majority of any class of any equity security is
      owned directly or indirectly by the Corporation.
 
            Section 9.2. WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of
Section 9.1 shall not be applicable to any particular Business Combination and
such Business Combination shall require only such affirmative vote as may be
required by law or by any other provision of the Certificate of Incorporation of
the Corporation, if all of the conditions specified in either of the following
paragraphs (A) or (B) are met:
 
            (A) the Business Combination shall have been approved by a vote of
      not less than two-thirds of the Directors, or
 
            (B) all of the following conditions shall have been met:
 
                  (1) the aggregate amount of cash and the Fair Market Value (as
            hereinafter defined) as of the date of the consummation of the
            Business Combination of the consideration, other than cash, to be
            received per share by holders of Common Stock in such Business
            Combination shall be at least equal to the highest of the following:
 
                        (a) if applicable, the highest price per share
                  (including any brokerage commissions, transfer taxes, and
                  soliciting dealers' fees) paid by the Related Person for any
                  shares of Common Stock acquired by it (i) within the two year
                  period immediately prior to the first public announcement of
                  the proposal of the Business Combination (the "Announcement
                  Date") or (ii) in the transaction in which it became a Related
                  Person; or
 
                        (b) the Fair Market Value per share of Common Stock on
                  the Announcement Date or on the date on which the Related
                  Person became a Related Person (such latter date is referred
                  to in this Article as the "Determination Date"), whichever is
                  higher; and
 
                  (2) The aggregate amount of the cash and the Fair Market Value
            as of the date of the consummation of the Business Combination of
            the consideration, other than cash, to be received per share by
            holders of shares of any class or series of outstanding Voting
            Stock, other than Common Stock, shall be at least equal to the
            highest of the following (it being intended that the requirements of
            this subparagraph (B)(2) shall be required to be met with respect to
            every class or series of outstanding capital stock of the
            Corporation other than Common Stock, whether or not the Related
            Person has previously acquired any shares of such class or series of
            Voting Stock):
 
                        (a) if applicable, the highest per share price
                  (including any brokerage commission, transfer taxes, and
                  soliciting dealers' fees) paid by the Related Person for any
                  shares of such class or series of Voting Stock acquired by it
                  (i) within the two year period immediately prior to the
                  Announcement Date or (ii) in the transaction in which it
                  became a Related Person, whichever is higher; or
 
                        (b) if applicable, the Redemption Price (as hereinafter
                  defined) of the shares of such class or series, or if such
                  shares have no Redemption Price, the highest amount per share
                  which such class or series would be entitled to receive upon
                  liquidation of the Corporation on the Announcement Date or the
                  Determination Date, whichever is higher; or
 
                        (c) the Fair Market Value per share of such class or
                  series of Voting Stock on the Announcement Date or on the
                  Determination Date, whichever is higher; and
 
                  (3) the consideration to be received in such Business
            Combination by holders of each class or series of outstanding Voting
            Stock (including Common Stock) shall be in cash or in the same form
            as the Related Person has previously paid for shares of such class
            or series of Voting Stock; provided, however, that if the Related
            Person has paid for shares of any class or series of Voting Stock
            with varying forms of consideration, the form of consideration for
            such class or series of Voting Stock shall be either cash or the
            form used to acquire the largest number of shares of such class or
            series of Voting Stock previously acquired by it; and
 
                  (4) a proxy statement responsive to the requirements of the
            Securities Exchange Act of 1934, as amended, shall have been mailed
            to public stockholders of the Corporation for the purpose of
            soliciting stockholder approval of the Business Combination and
            shall have contained at the front thereof, in a prominent place, any
            recommendations as to the advisability (or inadvisability) of the
            Business Combination that the Directors, or any of them, may choose
            to state and, if deemed advisable by a majority of the Directors, an
            opinion of a reputable investment banking firm as to the fairness
            (or not) of the terms of the Business Combination, from the point of
            view of the remaining public stockholders of the Corporation (such
            investment banking firm to be selected by a majority of the
            Directors and to be paid a reasonable fee for their services by the
            Corporation upon receipt of the opinion).
 
            Section 9.3. CERTAIN DEFINITIONS AND ADDITIONAL PROVISIONS. For the
purposes of this Article:
 
            (A) "Fair Market Value" shall mean:
 
                  (1) in the case of stock, the highest closing sale price
            during the 30-day period immediately preceding the date in question
            of a share of such stock on the Composite Tape for New York Stock
            Exchange Listed Stocks, or, if such stock is not quoted on the
            Composite Tape, on the New York Stock Exchange, or, if such stock is
            not listed on such Exchange, on the principal United States
            securities exchange registered under the Securities Exchange Act of
            1934, as amended, on which such stock is listed, or, if such stock
            is not listed on any such exchange, the highest closing bid
            quotation with respect to a share of such stock during the 30-day
            period preceding the date in question on the Nasdaq Stock Market or
            any quotations system then generally in use, or, if no such
            quotations are available, the Fair Market Value on the date in
            question of a share of such stock as determined by the Directors in
            good faith, which determination shall be final; and
 
                  (2) in the case of property other than cash or stock, the Fair
            Market Value of such property on the date in question as determined
            by the Directors in good faith, which determination shall be final.
 
            (B) The Board of Directors, with the approval of a majority of the
total number of Directors, shall have the power and duty to determine, on the
basis of information known to it after reasonable inquiry, all facts necessary
to determine compliance with this Article, including, without limitation, (i)
whether a person is a Related Person, (ii) the number of shares of Voting Stock
Beneficially Owned by any person, (iii) whether a person is an Affiliate or
Associate of another person, (iv) whether the applicable conditions set forth in
paragraph (B) of Section 2 have been met with respect to any Business
Combination, and (v) whether the proposed transaction is a Business Combination.
Any such determinations shall be final.
 
            Section 9.4. AMENDMENT OF THIS ARTICLE. This Article may be amended,
altered, changed, or repealed only by the affirmative vote of the holders of at
least 80% of the outstanding shares of Voting Stock voting together as a single
class unless the proposed amendment, alteration, change, or repeal has been
recommended to the stockholders by the Board of Directors with the approval of
at least two-thirds of the Directors, in which event the proposed amendment,
alteration, change, or repeal shall require for approval the affirmative vote of
the holders of at least 66 2/3% of the outstanding shares of Voting Stock,
voting as a single class.
 
                                   ARTICLE X
 
                              AMENDMENT OF BY-LAWS
 
            The Board of Directors shall have the power to adopt, amend, alter,
change or repeal any By-Laws of the Corporation. In addition, the stockholders
of the Corporation may adopt, amend, alter, change or repeal any By-Laws of the
Corporation by the affirmative vote of the holders of at least 66 2/3% of the
voting power of all of the shares of capital stock of the Corporation then
entitled to vote generally in the election of directors, voting together as a
single class (notwithstanding the fact that a lesser percentage may be specified
by Delaware Law).
 
                                   ARTICLE XI
 
                  AMENDMENT OF CERTIFICATE OF INCORPORATION
 
            The Corporation hereby reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in any
manner permitted by Delaware Law and all rights and powers conferred upon
stockholders, directors, and officers herein are granted subject to this
reservation. Except as may be provided in a resolution or resolutions providing
for any series of Preferred Stock pursuant to Article IV hereof and that relate
to such series of Preferred Stock, any such amendment, alteration, change or
repeal shall require the affirmative vote of both (a) a majority of the members
of the Board of Directors then in office and (b) a majority of the voting power
of all of the shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class;
except that any proposal to amend, alter, change or repeal the provisions of
Sections 5.3 and 5.5 of Article V, Article VI, Article X and this Article XI
shall require the affirmative vote of 66 2/3% of the voting power of all of the
shares of capital stock entitled to vote generally in the election of directors,
voting together as a single class; and except that any proposal to amend, alter,
change or repeal the provisions of Article IX shall require the affirmative vote
set forth therein.
 
                                  ARTICLE XII
 
                                  SEVERABILITY
 
            In the event that any provision of this Certificate of Incorporation
(including any provision within a single Section, paragraph or sentence) is held
by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.
 
            THE UNDERSIGNED, being the Chief Executive Officer, for the purpose
of amending and restating the Certificate of Incorporation of the Corporation
pursuant to Delaware Law, does make this Certificate, hereby declaring and
certifying that this is the act and deed of the Corporation and that the facts
herein stated are true, and accordingly have hereunto set my hand as of November
21, 2002.
 
 
 
                                          /s/ Andrew Stenzler
                                       ---------------------------------------
                                       Name:  Andrew Stenzler
                                       Title: Chief Executive Officer