AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             DRIVERSSHIELD.COM, INC.

                Under Section 807 of the Business Corporation Law

      driversshield.com, Inc., a corporation organized and existing under the
laws of the State of New York (the "Corporation"), hereby certifies as follows:

      1. The name of the corporation is driversshield.com, Inc. The Corporation
was originally incorporated under the name Unisearch, Inc.

      2. The certificate of incorporation of the Corporation was filed by the
Department of State on the June 28, 1985.

      3. The amendment and restatement of the certificate of incorporation
herein certified was authorized by vote of a majority of the board of directors
of the Corporation at a meeting held on October 29, 2001, and by vote of a
majority of the outstanding shares of the Corporation entitled to vote thereon
at a meeting held on February 4, 2002.

      4. The amendment and restatement of the certificate of incorporation
herein certified effects the following changes: (a) in Article First, it changes
the name of the Corporation to "DriverShield Corp."; (b) it deletes the current
Article Second and inserts in its place a new Article Second stating the purpose
of the Corporation; (c) in Article Fourth, it designates 1,000 shares of
Preferred Stock of the Corporation as "Series A Convertible Preferred Stock" and
states the rights, preferences and limitations of the Series A Convertible
Preferred Stock; and (d) it adds a new Article Tenth specifying that the
affirmative vote of a majority of all outstanding shares of the Corporation
entitled to vote thereon is required to approve (1) a plan of merger or
consolidation to which the Corporation is party, (2) the sale, lease, exchange
or other disposition of all or substantially all of the assets of the
Corporation, or (3) a plan for a binding share exchange to which the Corporation
is party.

      5. The text of the certificate of incorporation is hereby amended and
restated to read as follows:

      FIRST: The name of the corporation (the "Corporation") is DriverShield
Corp.

      SECOND: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the Business Corporation
Law of the State of New York. The Corporation shall not engage in any act or
activity requiring the consent or approval of any state official, department,
board, agency or other body without such consent or approval first being
obtained.

      THIRD: (a) The offices of the Corporation are located in the County of
Nassau, State of New York.

             (b) The Secretary of State of the State of New York is hereby
designated as the agent of the Corporation upon whom any process in any action
may be served, and the address to which the Secretary of State shall mail a copy
of process in any action or proceeding against the Corporation which may be
served upon it is:

         DriverShield Corp.
         51 East Bethpage Road
         Plainview, New York  11803

      FOURTH: The aggregate number of shares which the corporation has the
authority to issue is thirty-one million (31,000,000), divided into two classes.
The designation of each class, the number of share of each class, and the par
value of the shares of each class, are as follows:

Number of Shares                 Class            Par Value per Share, if any
- ----------------                 -----            ---------------------------
Thirty Million (30,000,000)      Common           $.015
One Million (1,000,000)          Preferred        $.01

      The relative rights, preferences and limitations of the shares of each
class are as follows:

Authorized Shares.

      The total number of shares of all classes of stock that the Corporation
shall have the authority to issue is 31,000,000 shares of which 1,000,000 shares
shall be Preferred Stock, having a par value of $0.01 per share ("Preferred
Stock"), and 30,000,000 shall be Common Stock, having a par value of $0.015 per
share (Common Stock"). The Board of


3

Directors is expressly authorized to provide for the classification and
reclassification of any unissued shares of Preferred Stock or Common Stock and
issuance thereof in one or more classes or series without the approval of the
stockholders of the Corporation.


                                                                               4

Common Stock.

      Relative Rights. The Common Stock shall be subject to all of the rights,
privileges, preferences and priorities of the Preferred Stock as set forth in
the certificate or certificates of designation filed to establish the respective
series of Preferred Stock. Each share of Common Stock shall have the same
relative rights as and be identical in all respects to all the other shares of
Common Stock.

      Voting Rights. Each holder of shares of Common Stock shall be entitled to
attend all special and annual meetings of the stockholders of the Corporation
and, share for share and without regard to class, together with the holders of
all other classes of stock entitled to attend such meeting and to vote (except
any class or series of stock having special voting rights), to cast one vote for
each outstanding share of Common Stock so held upon any matter or thing
(including, without limitation, the election of one or more directors) properly
considered and acted upon by the stockholders, except as otherwise provided in
this certificate of incorporation or by applicable law.

      Dividends. Whenever there shall have been paid or declared and set aside
for payment, to the holder of shares of any class of stock having preference
over the Common Stock as to the payment of dividends, the full amount of
dividends and of sinking fund or retirement payments, if any, to which such
holders are respectively entitled in preference to the Common Stock, then the
holders of record of the Common Stock and any class or series of stock entitled
to participate therewith as to dividends, shall be entitled to receive
dividends, when, as, and if declared by the Board of Directors, out of any
assets legally available for the payment of dividends thereon.

      Dissolution, Liquidation, Winding Up. In the event of any dissolution,
liquidation or winding up of the Corporation, whether voluntary or involuntary,
the holders of record of the Common Stock then outstanding, and all holders of
any class or series of stock entitled to participate in the distribution of any
assets of the Corporation remaining after the Corporation shall have paid, or
set aside for payment, to the holders of any class of stock having preference
over the Common Stock in the event of dissolution, liquidation or winding up,
the full preferential amount (if any) to which they are entitled, and shall have
paid or provided for payment of all debts and liabilities of the Corporation.

Preferred Stock.

      Issuance, Designations, Powers, Etc. The Board of Directors expressly is
authorized, subject to limitations prescribed by the New York Business
Corporation Law and the provisions of this certificate of incorporation, to
provide, by resolution and by filing an amendment to the certificate of
incorporation pursuant to the New York Business Corporation Law, for the
issuance from time to time of the shares of Preferred Stock in one or more
series, to establish from time to time the number of shares to be included in
each series, and to fix the designation, powers, preferences and other rights of
the shares of each such series and to fix the qualifications, limitations and
restrictions thereon, including, but without limiting the generality of the
foregoing, the following:

            (a) the number of shares constituting that series and the
distinctive designation of that series;

            (b) the dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and the
relative rights of priority, if any or payment of dividends on shares of that
series;

            (c) whether that series shall have voting rights, in addition to
voting rights provided by law, and, if so, the terms of such voting rights;

            (d) whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including provisions for
adjustment of the conversion rate in such events as the Board of Directors shall
determine;

            (e) whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such retention, including the dates upon
or after which they shall be redeemable, and the amount per share payable in
case of redemption, which amount may vary under different conditions and at
different redemption dates;

            (f) whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;

            (g) the rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of that series; and


5

            (h) any other relative powers, preferences and rights of that
series, and qualifications, limitations or restrictions on that series.

         Dissolution, Liquidation, Winding Up. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the holders of Preferred Stock of each series shall be entitled to receive only
such amount or amounts as shall have been fixed by the certificate of
incorporation or designations or by the resolution or resolutions of the Board
of Directors providing for the issuance of such series.

Junior Participating Preferred Stock.

      Designation and Amount; Rank. The shares of such series shall be
designated as "Junior Participating Preferred Stock" (the "Junior Preferred
Stock") and the number of shares constituting such series shall be 200,000. Such
number of shares may be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number of shares of
Junior Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion or exchange of
any outstanding securities issued by the Corporation convertible into or
exchangeable for Junior Preferred Stock. The Junior Preferred Stock shall rank,
with respect to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up of the Corporation, junior to all other
series of Preferred Stock and to all other classes preferred or special stock,
and all series of any thereof, and senior to the Common Stock.

      Dividends and Distributions.

Subject to the prior and superior rights of the holders of any shares of any
series of Preferred Stock and of any shares of any other class of preferred or
special stock, and any series of any thereof, ranking prior and superior to the
shares of Junior Preferred Stock with respect to dividends, the holders of
shares of Junior Preferred Stock, in preference to the holders of Common Stock,
par value $.015 per share, of the Corporation and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in
cash on the fifteenth day of March, June, September and December in each year
(each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Junior Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$100.00 and (b) the sum of (i) the Adjustment Number (as defined below) times
the aggregate per share amount of all cash dividends, and (ii) the Adjustment
Number times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Junior Preferred Stock. The "Adjustment Number" shall be
1000, as adjusted from time to time pursuant to this paragraph (A). In the event
the Corporation shall at any time after December 28 , 1998 (i) declare or pay
any dividend on the Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock into a greater number of shares, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

The Corporation shall declare a dividend or distribution on the Junior Preferred
Stock as provided in paragraph (a) of this Article Fourth Section D immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in like shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $100.00 per share on the Junior
Preferred Stock shall, when, as and if declared by the Board of Directors out of
funds legally available for such purpose, nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

Dividends shall begin to accrue and be cumulative on outstanding shares of
Junior Preferred Stock from the Quarterly Dividend Payment Date next preceding
the date of issue of such shares of Junior Preferred Stock, unless the date of
issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Junior Preferred Stock entitled to receive
a quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid


                                                                               6

dividends shall not bear interest. Dividends paid on the shares of Junior
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Junior Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.

      Voting Rights. The holders of shares of Junior Preferred Stock shall have
the following voting rights:

Each share of Junior Preferred Stock shall entitle the holder thereof to a
number of votes equal to the Adjustment Number (as adjusted from time to time
pursuant to Article Fourth Section D hereof) on all matters submitted to a vote
of the shareholders of the Corporation.

Except as otherwise provided herein, in the Restated Certificate or by-laws, the
holders of shares of Junior Preferred Stock and the holders of shares of Common
Stock shall vote together as one class on all matters submitted to a vote of
shareholders of the Corporation.

(i) If at any time dividends on any Junior Preferred Stock shall be in arrears
in an amount equal to six quarterly dividends thereon, the occurrence of such
contingency shall mark the beginning of a period (herein called a "default
period") that shall extend until such time when all accrued and unpaid dividends
for all previous quarterly dividend periods and for the current quarterly period
on all shares of Junior Preferred Stock then outstanding shall have been
declared and paid or set apart for payment. During each default period, (1) the
number of Directors shall be increased by two, effective as of the time of
election of such Directors as herein provided, and (2) the holders of Junior
Preferred Stock and the holders of other Preferred Stock upon which these or
like voting rights have been conferred and are exercisable (the "Voting
Preferred Stock") with dividends in arrears equal to six quarterly dividends
thereon, voting as a class, irrespective of series, shall have the right to
elect such two Directors.

                  (ii) During any default period, such voting right of the
holders of Junior Preferred Stock may be exercised initially at a special
meeting called pursuant to subparagraph (iii) of this Article Fourth Section D
or at any annual meeting of shareholders, and thereafter at annual meetings of
shareholders, provided that such voting right shall not be exercised unless the
holders of at least one-third in number of the shares of Voting Preferred Stock
outstanding shall be present in person or by proxy. The absence of a quorum of
the holders of Common Stock shall not affect the exercise by the holders of
Voting Preferred Stock of such voting right.

                  (iii) Unless the holders of Voting Preferred Stock shall,
during an existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any shareholder or
shareholders owning in the aggregate not less than 10% of the total number of
shares of Voting Preferred Stock outstanding, irrespective of series, may
request, the calling of a special meeting of the holders of Voting Preferred
Stock, which meeting shall thereupon be called by the Chairman of the Board, the
President, the Chief Executive Officer, any Vice President or the Secretary of
the Corporation. Notice of such meeting and of any annual meeting at which
holders of Voting Preferred Stock are entitled to vote pursuant to this
paragraph (3)(C)(iii) shall be given to each holder of record of Voting
Preferred Stock by mailing a copy of such notice to him at his last address as
the same appears on the books of the Corporation. Such meeting shall be called
for a time not earlier than 10 days and not later than 60 days after such order
or request or, in default of the calling of such meeting within 60 days after
such order or request, such meeting may be called on similar notice by any
shareholder or shareholders owning in the aggregate not less than 10% of the
total number of shares of Voting Preferred Stock outstanding. Notwithstanding
the provisions of this paragraph (3)(C)(iii), no such special meeting shall be
called during the period within 60 days immediately preceding the date fixed for
the next annual meeting of the shareholders.

                  (iv) In any default period, after the holders of Voting
Preferred Stock shall have exercised their right to elect Directors voting as a
class, (x) the Directors so elected by the holders of Voting Preferred Stock
shall continue in office until their successors shall have been elected by such
holders or until the expiration of the default period, and (y) any vacancy in
the Board of Directors may be filled by vote of a majority of the remaining
Directors theretofore elected by the holders of the class or classes of stock
which elected the Director whose office shall have become vacant. References in
this paragraph (3)(C)(iv) to Directors elected by the holders of a particular
class or classes

7

of stock shall include Directors elected by such Directors to fill vacancies as
provided in clause (y) of the foregoing sentence.

                  (v) Immediately upon the expiration of a default period, (x)
the right of the holders of Voting Preferred Stock as a class to elect Directors
shall cease, (y) the term of any Directors elected by the holders of Voting
Preferred Stock as a class shall terminate and (z) the number of Directors shall
be such number as may be provided for in or pursuant to the Restated Certificate
or By-Laws irrespective of any increase made pursuant to the provisions of this
paragraph (3)(C)(v) (such number being subject, however, to change thereafter in
any manner provided by law or in the Restated Certificate or By-Laws). Any
vacancies in the Board of Directors effected by the provisions of clauses (y)
and (z) in the preceding sentence may be filled by a majority of the remaining
Directors.

Except as set forth herein, holders of Junior Preferred Stock shall have no
special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.

      Certain Restrictions. (i) Whenever quarterly dividends or other dividends
or distributions payable on the Junior Preferred Stock as provided in Article
Fourth Section D are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Junior
Preferred Stock outstanding shall have been paid in full, the Corporation shall
not:

(i)   declare or pay dividends on, or make any other distributions on, any
      shares of stock ranking junior (either as to dividends or upon
      liquidation, dissolution or winding up) to the Junior Preferred Stock;

(ii)  declare or pay dividends on or make any other distributions on any shares
      of stock ranking on a parity (either as to dividends or upon liquidation,
      dissolution or winding up) with the Junior Preferred Stock, except
      dividends paid ratably on the Junior Preferred Stock and all such parity
      stock on which dividends are payable or in arrears in proportion to the
      total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any
      stock ranking junior (either as to dividends or upon liquidation,
      dissolution or winding up) to the Junior Preferred Stock, provided that
      the Corporation may at any time redeem, purchase or otherwise acquire
      shares of any such junior stock in exchange for shares of any stock of the
      Corporation ranking junior (as to dividends and upon dissolution,
      liquidation or winding up) to the Junior Preferred Stock; or

(iv)  purchase or otherwise acquire for consideration any shares of Junior
      Preferred Stock, or any shares of stock ranking on a parity with the
      Junior Preferred Stock, except in accordance with a purchase offer made in
      writing or by publication (as determined by the Board of Directors) to all
      holders of such shares upon such terms as the Board of Directors, after
      consideration of the respective annual dividend rates and other relative
      rights and preferences of the respective series and classes, shall
      determine in good faith will result in fair and equitable treatment among
      the respective series or classes.

The Corporation shall not permit any subsidiary of the Corporation to purchase
or otherwise acquire for consideration any shares of stock of the Corporation
unless the Corporation could, under paragraph (a) of this Section D(4), purchase
or otherwise acquire such shares at such time and in such manner.

      Reacquired Shares. Any shares of Junior Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock,
without serial designation, and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

      Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution
or winding up of the Corporation, no distribution shall be made (A) to the
holders of Common Stock or shares of other stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Junior
Preferred Stock unless, prior thereto, the holders of shares of Junior Preferred
Stock shall have received per share an amount equal to the Adjustment Number
times $1.00, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment, or
(B) to the holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Junior Preferred Stock, except
distributions made ratably on the Junior Preferred Stock and all other


                                                                               8

such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up.

      Consolidation, Merger, Etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the shares of Junior Preferred
Stock then outstanding shall at the same time be similarly exchanged or changed
in an amount per share equal to the Adjustment Number times the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged.

      No Redemption. The shares of Junior Preferred Stock shall not be
redeemable.

      Amendment. The certificate of incorporation of the Corporation shall not
be amended in any manner which would materially alter or change the powers,
preferences or special rights of the Junior Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of two-thirds of the
outstanding shares of Junior Preferred Stock, voting together as a single class.

      Fractional Shares. At the Corporation's sole discretion, Junior Preferred
Stock may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Junior Preferred Stock. Series A Convertible
Preferred Stock.

      Designation and Amount. Of the 1,000,000 authorized shares of Preferred
Stock, 1,000 shares are hereby designated "Series A Convertible Preferred Stock"
(the "Series A Preferred Stock") and possess the rights and preferences set
forth below:

      Initial Value. The initial value of each share of Series A Preferred Stock
(the "Series A Initial Value") is $1,000, subject to adjustment for stock
dividends, combinations, splits, recapitalizations and the like with respect to
the Series A Preferred Stock.

      Dividends. Each share of Series A Preferred Stock is entitled to receive
dividends in an amount equal to dividends declared and paid with respect to that
number of shares of Common Stock into which one share of Series A Preferred
Stock is then convertible, which dividends are payable as and when paid to
holders of Common Stock.

      Liquidation. (j) Upon occurrence of a liquidation, dissolution, or winding
up of the Corporation, whether voluntary or involuntary (any such event, a
"Liquidating Event"), each holder of shares of Series A Preferred Stock will be
entitled to receive out of the remaining assets of the Corporation available for
distribution to stockholders, before any distribution of assets is made to
holders of Common Stock or any other stock of the Corporation ranking junior to
the Series A Preferred Stock as to dividends or liquidation rights, including
without limitation the Junior Preferred Stock, an amount per share of Series A
Preferred Stock (this amount, the "Series A Liquidation Amount") equal to 125%
of the Series A Initial Value plus an amount equal to all accumulated and unpaid
dividends (whether or not declared by the board of directors) on each share up
to the date fixed for distribution. After payment of the full Series A
Liquidation Amount, holders of shares of Series A Preferred Stock will not be
entitled to participate any further in any distribution of assets by the
Corporation. If upon occurrence of a Liquidating Event the assets of the
Corporation available for distribution to its stockholders are insufficient to
pay the holders of the Series A Preferred Stock the full Series A Liquidation
Amount, holders of Series A Preferred Stock will share ratably in any
distribution of assets so that each such holder receives, per share, the same
percentage of the Series A Liquidation Amount.

Subject to applicable law, any non-cash assets of the Corporation that are
legally available for distribution upon liquidation, dissolution, or winding up
of the Corporation must be promptly liquidated by a liquidating trust or similar
entity.

A reorganization, consolidation or merger of the Corporation or a sale or other
disposition of all or substantially all the assets of the Corporation will, at
the election of holders of a majority of the then-outstanding shares of Series A
Preferred Stock, constitute a Liquidating Event for purposes of this Section
(j).

      Optional Conversion. Each share of Series A Preferred Stock is convertible
at the option of the holder into a number of fully paid and nonassessable shares
of Common Stock determined by dividing the Series A Initial Value by the
conversion price for the Series A Preferred Stock (the "Conversion Price") in
effect on the date the certificate is surrendered for conversion as provided in
Section 0. The Conversion Price is initially $2.00, but is subject to adjustment
as provided in Section 0.

Any holder of one or more shares of Series A Preferred Stock may exercise the
conversion right under Section (k) as to any one or more of those shares by
delivering to the Corporation during regular business hours, at the office of
the Corporation or any transfer agent of the Corporation for the Series A
Preferred Stock as may be designated by the Corporation, the one or more
certificates for the shares to be converted, duly endorsed or assigned in blank
or to the


9

Corporation (if required by it), accompanied by written notice stating that the
holder is electing to convert those shares and stating the name or names (with
address) in which the one or more certificates for shares of Common Stock are to
be issued. Conversion will be deemed to have been effected on the date when a
holder delivers as required by the previous sentence the one or more
certificates for the shares to be converted (that date, the "Conversion Date").
As promptly as practicable thereafter, but in any event not later than 10
business days following the Conversion Date, the Corporation shall issue and
deliver to or upon the written order of the holder, to the place designated by
the holder, the one or more certificates representing the shares of Common Stock
to which the holder is entitled and a check or cash in respect of any fractional
interest in a share of Common Stock as provided in Section 0. The Person in
whose name one or more certificates for Common Stock are to be issued will be
deemed to have become a Common Stock holder of record on the applicable
Conversion Date unless the transfer books of the Corporation are closed on that
date, in which event that Person will be deemed to have become a holder of
record on the next succeeding date on which the transfer books are open, but the
applicable Conversion Price will be that in effect on the Conversion Date. Upon
conversion of only a portion of the number of shares covered by a certificate
representing shares of Series A Preferred Stock surrendered for conversion, the
Corporation shall at its expense issue and deliver to or upon the written order
of the holder of the certificate so surrendered for conversion, in addition to
one or more certificates representing the shares of Common Stock to which shares
of Series A Preferred Stock of the holder were converted, a new certificate
(dated so as not to result in any loss of dividends) covering the number of
shares of the Series A Preferred Stock representing the unconverted portion of
the certificate so surrendered.

The Corporation will not issue any fractional shares of Common Stock or scrip
upon conversion of shares of Series A Preferred Stock. If more than one share of
Series A Preferred Stock is surrendered for conversion at any one time by the
same holder, the number of full shares of Common Stock issuable upon conversion
thereof must be computed on the basis of the aggregate number of shares of
Series A Preferred Stock so surrendered. Instead of any fractional shares of
Common Stock that would otherwise be issuable upon conversion of any shares of
Series A Preferred Stock, the Corporation shall pay a cash amount equal to the
then Current Market Price of a share of Common Stock on the trading day
immediately preceding the Conversion Date multiplied by the fractional interest.
Fractional interests are not entitled to dividends and holders of fractional
interests are not entitled to any rights as stockholders of the Corporation in
respect of those fractional interests. If the Corporation cannot legally pay any
such cash amount, the Corporation shall pay it as soon thereafter as funds are
legally available.

The Corporation shall pay all documentary or stamp taxes attributable to
issuance or delivery of shares of Common Stock upon conversion of any shares of
Series A Preferred Stock, if issued in the name of the record holder.

The Corporation shall reserve, free from preemptive rights, out of its
authorized but unissued shares of Common Stock and solely for the purpose of
effecting conversion of the shares of Series A Preferred Stock sufficient shares
to provide for the conversion of all outstanding shares of Series A Preferred
Stock.

All shares of Common Stock issued upon conversion of shares of Series A
Preferred Stock will, upon issuance by the Corporation, be validly issued, fully
paid and nonassessable, with no personal liability attaching to the ownership
thereof, and free from all taxes, liens or charges with respect thereto.

As used in this Section (k), "Current Market Price" means, with respect to the
Common Stock as of any date, the following:

the mean between the highest and lowest quoted selling prices on the Nasdaq
SmallCap Market (or any other securities exchange or trading market where the
Common Stock is listed or traded) for that date or, if there are no sales on
that date, the nearest preceding date on which there were one or more sales; or

if the Common Stock is not listed or traded on any securities exchange or
trading market, the Current Market Price shall be determined as follows:

the board of directors shall determine the Current Market Price, and the
Corporation shall give to holders of shares of Series A Preferred Stock written
notice of that determination and the methodology used by the board of directors
in arriving at that determination (that notice, a "Value Notice");


                                                                              10

if the Corporation and holders of a majority of the shares of Series A Preferred
Stock then outstanding agree in writing, no later than 15 days after the date of
the Value Notice, that the board of directors' determination represents the
Current Market Price, then that determination will apply;

if there is no such agreement, then no later than 21 days after the date of the
Value Notice the Corporation, on the one hand, and holders of a majority of the
shares of Series A Preferred Stock then outstanding, on the other hand, shall
jointly select an independent appraiser whose determination of Current Market
Price will be binding on the Corporation and each holder of shares of Series A
Preferred Stock;

if the Corporation and holders of a majority of the shares of Series A Preferred
Stock then outstanding are unable to agree upon the selection of an appraiser,
then no later than 28 days after the date of the Value Notice the Corporation,
on the one hand, and holders of a majority of the shares of Series A Preferred
Stock then outstanding, on the other hand, shall deliver to the other a list of
three independent appraisers, who must be recognized investment banks, and shall
select, by written notice to the other, one appraiser from the list delivered by
the other;

if either party fails to timely deliver a list of appraisers or select an
appraiser from the list provided by the other party, the other party may select
an appraiser from its list and that appraiser will serve as the sole appraiser;

the appraiser or appraisers selected must, within 15 days of being selected,
determine the Current Market Price;

if two appraisers are selected and the lower of the two appraisals is at least
90% of the higher appraisal, then the Current Market Value will equal the
average of the two appraisals, but if the lower of the two appraisals is less
than 90% of the higher appraisal, then the two appraisers must appoint a third
independent appraiser no later than seven days after the end of the 15-day
period, and that third appraiser must, within 15 days of being selected,
determine the Current Market Price, which will be equal to the average of all
three appraisals;

any determination of Current Market Value in accordance with this clause (2)
will be binding on the Corporation and each holder of Series A Preferred Stock;
and

the Corporation shall bear all expenses and fees incurred in connection with the
appraisal process.

      Adjustment to Conversion Price. The Conversion Price is subject to
adjustment from time to time as follows:

If the Corporation issues, after the date upon which any shares of Series A
Preferred Stock were first issued (the "Original Issue Date"), any shares of
Common Stock other than Excluded Securities (as defined below) ("Additional
Stock") without consideration or for a consideration per share less than the
Conversion Price in effect immediately prior to that issuance of Additional
Stock, the Conversion Price in effect immediately prior to each such issuance
will automatically be adjusted to the price paid per share for that Additional
Stock. For purposes of any adjustment of the Conversion Price pursuant to this
Section 0, the following provisions apply:

In the case of issuance of Additional Stock for cash, the consideration will be
deemed to be the amount of cash paid therefor after deducting any reasonable
discounts, commissions or other expenses allowed, paid or incurred by the
Corporation for any underwriting or otherwise in connection with the issuance.

In the case of issuance of Additional Stock for a consideration in whole or in
part other than cash, the value of consideration other than cash will be deemed
to be its fair value, determined as follows:

the board of directors shall determine the fair value of that consideration, and
the Corporation shall give to holders of shares of Series A Preferred Stock
written notice of that determination and the methodology used by the board of
directors in arriving at that determination (that notice, a "Value Notice");

if the Corporation and holders of a majority of the shares of Series A Preferred
Stock then outstanding agree in writing, no later than 15 days after the date of
the Value Notice, that the board of director's determination represents the fair
value of that consideration, then that determination will apply;


11

if there is no such agreement, then no later than 21 days after the date of the
Value Notice the Corporation, on the one hand, and holders of a majority of the
shares of Series A Preferred Stock then outstanding, on the other hand, shall
jointly select an independent appraiser whose determination of value will be
binding on the Corporation and each holder of shares of Series A Preferred
Stock;

if the Corporation and holders of a majority of the shares of Series A Preferred
Stock then outstanding are unable to agree upon the selection of an appraiser,
then no later than 28 days after the date of the Value Notice the Corporation,
on the one hand, and holders of a majority of the shares of Series A Preferred
Stock then outstanding, on the other hand, shall deliver to the other a list of
three independent appraisers, who must be recognized investment banks, and shall
select, by written notice to the other, one appraiser from the list delivered by
the other;

if either party fails to timely deliver a list of appraisers or select an
appraiser from the list provided by the other party, the other party may select
an appraiser from its list and that appraiser will serve as the sole appraiser;

the appraiser or appraisers selected must, within 15 days of being selected,
determine the value of the consideration other than cash;

if two appraisers are selected and the lower of the two appraisals is at least
90% of the higher appraisal, then the value will equal the average of the two
appraisals, but if the lower of the two appraisals is less than 90% of the
higher appraisal, then the two appraisers must appoint a third independent
appraiser no later than seven days after the end of the 15-day period, and that
third appraiser must, within 15 days of being selected, determine the value,
which will be equal to the average of all three appraisals;

any determination of the value in accordance with this clause (2) will be
binding on the Corporation and each holder of Series A Preferred Stock; and

the Corporation shall bear all expenses and fees incurred in connection with the
appraisal process.

In the case of issuance of options to purchase or rights to subscribe for Common
Stock, securities by their terms convertible into or exchangeable for Common
Stock, or options to purchase or rights to subscribe for such convertible or
exchangeable securities, the following provisions apply:

the aggregate maximum number of shares of Common Stock deliverable upon exercise
of such options to purchase or rights to subscribe for Common Stock will be
deemed to have been issued at the time such options or rights were issued and
for a consideration equal to the consideration (determined in the manner
provided in Sections 0 and 0), if any, received by the Corporation upon the
issuance of such options or rights plus the minimum purchase price provided in
such options or rights for the Common Stock covered thereby;

the aggregate maximum number of shares of Common Stock deliverable upon
conversion of or in exchange for any such convertible or exchangeable securities
or upon the exercise of options to purchase or rights to subscribe for any such
convertible or exchangeable securities and subsequent conversion or exchange
thereof will be deemed to have been issued at the time those securities were
issued or those options or rights were issued and for a consideration equal to
the consideration, if any, received by the Corporation for those securities and
related options or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the additional minimum consideration, if
any, to be received by the Corporation upon the conversion or exchange of those
securities or the exercise of any related options or rights (the consideration
in each case to be determined in the manner provided in Sections 0 and 0);

on any change in the number of shares of Common Stock deliverable upon exercise
of any such options or rights or conversion of or exchange for any such
convertible or exchangeable securities or any change in the consideration to be
received by the Corporation upon the exercise of any such options or rights or
conversion of or exchange for any such convertible or exchangeable securities,
other than a change resulting from the antidilution provisions thereof, the
Conversion Price will forthwith be readjusted to the Conversion Price as would
have obtained had the adjustment made upon the issuance of those options, rights
or securities not exercised, converted or exchanged prior to that change or


                                                                              12

options or rights related to those securities not exercised, converted or
exchanged prior to such change been made upon the basis of that change; and

on expiration of any such options or rights, termination of any such rights to
convert or exchange, or expiration of any options or rights related to such
convertible or exchangeable securities, the Conversion Price will forthwith be
readjusted to the Conversion Price as would have obtained had the adjustment
made upon the issuance of such options, rights, securities or options or rights
related to such securities been made upon the basis of the issuance of only the
number of shares of Common Stock actually issued upon exercise of those options
or rights, upon conversion or exchange of those securities or upon the exercise
of the options or rights related to those securities and subsequent conversion
or exchange thereof.

If, at any time after the Original Issue Date, the number of shares of Common
Stock outstanding is increased by a stock dividend payable in shares of Common
Stock or by a subdivision or split-up of shares of Common Stock, then, upon the
record date fixed for determining holders of Common Stock entitled to receive
that stock dividend or upon the date of that subdivision or split-up, as
applicable, the Conversion Price will be appropriately decreased so as to
increase the number of shares of Common Stock issuable on conversion of each
share of Series A Preferred Stock in proportion to that increase in outstanding
shares of Common Stock.

If, at any time after the Original Issue Date, the number of shares of Common
Stock outstanding is decreased by a combination or reverse split of the
outstanding shares of Common Stock, then, upon the date of that combination or
reverse split, the Conversion Price will be appropriately increased so as to
decrease the number of shares of Common Stock issuable on conversion of each
share of Series A Preferred Stock in proportion to that decrease in outstanding
shares of Common Stock.

Subject to the provisions in Section 4(c), in the event, at any time after the
Original Issue Date, of any capital reorganization or any reclassification of
the stock of the Corporation (other than a change in par value or from par value
to no par value or from no par value to par value or as a result of a stock
dividend or subdivision, split-up or combination of shares), or consolidation or
merger of the Corporation with or into another Person (other than a
consolidation or merger in which the Corporation is the continuing corporation
and which does not result in any change in or any change in ownership of the
Common Stock) or of sale or other disposition of all or substantially all the
properties and assets of the Corporation as an entirety to any other Person,
each share of Series A Preferred Stock will after that reorganization,
reclassification, consolidation, merger, sale or other disposition be
convertible into the kind and number of shares of stock or other securities or
property of the Corporation, or of the corporation resulting from that
consolidation or surviving that merger or to which those properties and assets
were sold or otherwise disposed, to which the holder of the number of shares of
Common Stock deliverable (immediately prior to the time of that reorganization,
reclassification, consolidation, merger, sale or other disposition) upon
conversion of those shares of Series A Preferred Stock would have been entitled
upon such reorganization, reclassification, consolidation, merger, sale or other
disposition. The provisions of this Section 0 will similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales, or other
dispositions.

Whenever the Conversion Price is adjusted as provided in this Section 0, the
Corporation shall forthwith file, at the office of the Corporation or any
transfer agent designated by the Corporation for the Series A Preferred Stock, a
statement, signed by its chief financial officer, showing in detail the facts
requiring that adjustment, the Conversion Price then in effect, and computations
demonstrating how the adjusted Conversion Price was arrived at. The Corporation
shall also cause a copy of such statement to be sent by first-class certified
mail, return receipt requested, postage prepaid, to each holder of shares of
Series A Preferred Stock at its address appearing on the Corporation's records.
Where appropriate, this copy may be given in advance and may be included as part
of a notice required to be mailed under the provisions of Section 0.

If the Corporation proposes to take any action of the types described in Section
0, the Corporation shall give notice to each holder of shares of Series A
Preferred Stock, in the manner set forth in Section 0, specifying the record
date, if any, with respect to that action and the date on which that action is
to take place and setting forth any facts reasonably necessary to indicate the
effect of that action (to the extent that effect may be known at the date of
that notice) on the Conversion Price and the number, kind, or class of shares or
other securities or property deliverable or purchasable upon


13

occurrence of that action or deliverable upon conversion of shares of Series A
Preferred Stock. In the event of any action that would require the fixing of a
record date, any notice required under this Section 0 must be given at least 20
days prior to the date so fixed, and in case of all other actions, any such
notice must be given at least 30 days prior to the action is taken. Failure to
give such notice, or any defect therein, will not affect the legality or
validity of any such action.

As used in this Section 0, "Excluded Securities" means as follows:

options to purchase or rights to subscribe for shares of Common Stock that the
Corporation issues to any director, officer, or employee of, or consultant to,
the Corporation or any subsidiary of the Corporation under any stock option plan
of the Corporation approved by the board of directors and that have an exercise
price per share of at least $1.25 or the Current Market Price at the time the
option is granted, whichever is greater, except that if more than 500,000 of
such options vest in any 12-month period beginning February 6, 2002, those
excess options will not constitute Excluded Securities (the number of options
vesting in the 12-month period beginning February 6, 2002, being deemed to
include any options granted and vesting between October 29, 2001 and February 6,
2002);

shares of Common Stock issued upon the conversion of other securities of the
Corporation;

shares of Common Stock issued as a stock dividend or upon any stock split or
other subdivision or combination of Common Stock; and

shares of Common Stock issued pursuant to a firm-commitment underwritten public
offering under an effective registration statement.

      Voting Rights. Each holder of shares of Series A Preferred Stock is
entitled to one vote for each share of Common Stock into which each share of
Series A Preferred Stock could be converted, assuming a Conversion Price of
$2.00, and with respect to that vote, each holder has full voting rights and
powers equal to the voting rights and powers of the holders of Common Stock and
is entitled to vote, together with holders of Common Stock and not as a separate
class (except as required by law), with respect to any question upon which
holders of Common Stock have the right to vote. Any adjustment to the Conversion
Price pursuant to Section 0 will not affect the voting rights provided for in
this Section 0.

      Protective Rights. The Corporation shall not do any of the following
without the approval (given by written consent in lieu of a meeting or by vote
at a meeting for which notice has been given in the manner specified in the
bylaws of the Corporation) of holders of shares representing a majority of the
shares of Series A Preferred Stock then outstanding:

amend, alter, or repeal any provision of the Corporation's certificate of
incorporation or bylaws if that amendment, alteration, or repeal would affect
the rights, powers, or preferences of holders of Series A Preferred Stock in
their capacity as such;

authorize or issue any equity or debt security on a parity with or having
preference or priority over the Series A Preferred Stock as to liquidation
preferences, dividend rights, voting rights, or otherwise (including any
additional shares of Series A Preferred Stock);

declare and pay, or set aside funds for the payment of, any dividend with
respect to, or redeem, repurchase, or otherwise acquire for value (or pay into
or set aside for a sinking fund for that purpose), any shares of capital stock,
except for repurchase shares of Common Stock from employees or consultants of
the Corporation at the original purchase price thereof pursuant to vesting
agreements approved by the board of directors;

authorize or issue any equity or debt security with a liquidation preference in
excess of the amount paid for that security; and

incur, or cause any Affiliate to incur, any indebtedness for borrowed money, or
assume or guarantee, or cause any Affiliate to assume or guarantee, the
indebtedness of any other Person, in excess of $5,000,000 in the aggregate.

      Board Representation. (l) Until such time as PHH Vehicle Management
Services, LLC ("PHH VMS") and its Affiliates no longer own at least 500 shares
of Series A Preferred Stock (as adjusted to give effect to stock dividends,
stock splits, recapitalizations, and the like with respect to the Series A
Preferred Stock), PHH VMS has the right to elect


                                                                              14

one director of the Corporation (herein referred to as the "Series A Director").
The Series A Director must be either the chief executive officer or chief
operating officer of PHH VMS or an individual who is nominated by PHH VMS and
consented to by the Corporation.

The Series A Director must be elected by the affirmative vote of the holders of
record of a majority of the outstanding shares of Series A Preferred Stock,
either at a meeting of stockholders at which directors are elected or at a
special meeting of holders of shares of Series A Preferred Stock or by written
consent without a meeting in accordance with the Corporation's bylaws and
applicable law. The Series A Director will serve for a term of one year and
until his successor is elected and qualified. Any vacancy in the position of the
Series A Director must be elected by the affirmative vote of the holders of
record of a majority of the outstanding shares of Series A Preferred Stock.

To the extent permitted by applicable law, the Series A Director may, during his
term of office, only be removed, with or without cause, by the affirmative vote
of the holders of record of a majority of the outstanding shares of Series A
Preferred Stock, either at a special meeting of holders of shares of Series A
Preferred Stock or by written consent without a meeting in accordance with the
Corporation's bylaws and applicable law. Any vacancy created by removal of the
Series A Director may also be filled at any such meeting or by any such consent
in accordance with this Section (l).

For as long as the Series A Preferred Stock is entitled to elect the Series A
Director, the Series A Preferred Stock is entitled to have an employee of PHH
VMS or any of its Affiliates participate as an observer at meetings of the
Corporation's board of directors.

      Right of Participation. Each holder of one or more shares of Series A
Preferred Stock is entitled to purchase that holder's Pro Rata Portion of any
New Securities that the Corporation from time to time issues.

The "Pro Rata Portion" of any New Securities means, with respect to any holder
of shares of Series A Preferred Stock, a proportion of those New Securities
equal to the proportion of (1) the sum of (A) all of shares of Common Stock then
outstanding, (B) all shares of Common Stock issuable upon conversion of all
shares of Series A Preferred Stock then outstanding and any other securities of
the Corporation then outstanding that are convertible into shares of Common
Stock, and (C) all shares of Common Stock issuable upon exercise of any warrants
or options then outstanding, that is represented by (2) all shares of Common
Stock then issuable upon conversion of all shares of Series A Preferred Stock
then outstanding held by that holder.

"New Securities" means (1) any shares of Common Stock or Preferred Stock, (2)
any rights, options, or warrants to purchase shares of Common Stock or Preferred
Stock, (3) any securities that are or may become convertible into or
exchangeable for shares of Common Stock or Preferred, or (4) any rights,
options, or warrants to purchase such convertible or exchangeable securities
that, in each case, the Corporation issues after February 6, 2002, but does not
include Excluded Securities.

If the Corporation proposes to issue New Securities, it shall give each holder
of shares of Series A Preferred Stock written notice of that issuance,
describing the type of New Securities and the price and general terms upon which
the Corporation proposes to issue them. If a holder of shares of Series A
Preferred Stock wishes to purchase any New Securities, it must within 15 days of
its receipt of any such notice provide the Corporation with a written notice
stating that it wishes to purchase New Securities for the price and upon the
terms specified in the notice and stating how many New Securities (not to exceed
that holder's Pro Rata Portion) it wishes to purchase.

If any holder of shares of Series A Preferred Stock exercises its right under
Section (m), the closing of the purchase by that holder of the New Securities
with respect to which it has exercised its right must take place within 30 days
after the holder of shares of Series A Preferred Stock gives notice of its
exercise. This period of time will be extended if necessary to permit the
Corporation or that holder to comply with applicable law. Upon any exercise by
any holder of shares of Series A Preferred Stock of its right under Section (m),
the Corporation and that holder shall use commercially reasonable efforts to
consummate the purchase contemplated thereby and shall use all reasonable
efforts to secure any approvals required in connection therewith.

If any holder of shares of Series A Preferred Stock fails to or elects not to
exercise its right under Section (m) within the 15-day period specified in
Section 0, the remaining holders of shares of Series A Preferred Stock that have
elected to


15

purchase their Pro Rata Portions will be entitled to purchase any New Securities
that remain unpurchased. Each such holder will have the right to purchase those
New Securities in the proportion their respective Pro Rata Portions. All such
purchases must be made within the period specified for closing specified in
Section 0. If after that period any New Securities remain unpurchased, the
Corporation may within 90 days sell or enter into an agreement (pursuant to
which the sale of New Securities covered thereby will be closed, if at all,
within 60 days from the date of that agreement) to sell those New Securities at
the price and upon the terms specified in the notice delivered by the
Corporation pursuant to Section 0. If the Corporation has not sold the New
Securities or entered into an agreement to sell the New Securities within that
90-day period (or sold and issued New Securities in accordance with the
foregoing within 60 days of the date of any agreement to sell those New
Securities), the Corporation may not thereafter issue or sell any New Securities
without first offering those New Securities to the holders of shares of Series A
Preferred Stock in the manner provided in this Section (m). Any offer by the
Corporation of New Securities in addition to those specified in the notice
described in Section 0, whether on the same or different terms as are specified
therein, must comply with the terms of this Section (m).

      Information Rights. The Company shall promptly send to each holder of
shares of Series A Preferred Stock annual audited financial statements and
quarterly unaudited financial statements, annual budgets, any notice of
shareholder meetings required by New York law, and such other information as a
holders of a majority of outstanding shares of Series A Preferred Stock
reasonably request. On a quarterly basis, the Company shall send to each holder
of shares of Series A Preferred Stock notice of any sale of shares of Additional
Stock during the previous quarter, which notice must include the price paid for,
and the terms of, that Additional Stock.

      Definitions. As used in this Article Fourth Section E, the following terms
have the following meanings:

      "Affiliate" means, with respect to any given Person, any other Person at
the time directly or indirectly controlling, controlled by or under common
control with that Person. For purposes of this definition, "control" means the
possession, directly or indirectly, and solely or with others, of the power to
direct or cause the direction of the management and policies of a Person through
ownership of voting securities.

      "Person" means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, labor union, governmental
authority or other entity.

      FIFTH: The Secretary of State is designated as the agent of the
Corporation upon whom process against the Corporation may be served. The post
office address within the State of New York to which the Secretary of State
shall mail a copy of any process against the corporation served upon him is:
First Priority Group c/o Lawrence Muenz, Esq., 51 E Bethpage Road, Plainview, NY
11803.

      SIXTH: The duration of the Corporation is to be perpetual.

      SEVENTH: The following provisions are inserted for the regulation and
conduct of the affairs of the Corporation and it is expressly provided that they
are intended to be in furtherance and not in limitation or exclusion of the
powers conferred by statute:


                                                                              16

Meetings of the shareholders or directors of the Corporation for all purposes
may be held at its office or elsewhere within or without the State of New York,
at such place or places as may from time to time be designated in the by-laws,
or by unanimous resolution of the board of directors.

All corporate powers except those which by law expressly require the consent of
the shareholders shall be exercised by the board of directors.

The board of directors shall have the power from time to time to fix and
determine and vary the amount of the working capital of the Corporation, and to
direct and determine the use and disposition of any surplus or net profits over
and above its capital, and in its discretion, the board of directors may use and
apply any such surplus or accumulated profits in purchasing or acquiring bonds
or other obligations of the corporation or its own capital shares, to such
extent and in such manner and upon such terms as the board of directors shall
deem expedient, but any such capital shares so purchased or acquired may be
resold unless such shares shall have been retired in the manner provided by law
for the purpose of decreasing the Corporation's capital.

Any one or more or all of the directors may be removed with or without cause, at
any time, by the vote of the shareholders holding a majority of the shares of
the Corporation entitled to vote at any special meeting and thereupon the term
of such director or directors who shall have been so removed shall forthwith
terminate, and there shall be a vacancy or vacancies in the board of directors
to be filled as provided in the by-laws.

Subject always to by-laws made by the shareholders, the board of directors may
make by-laws and from time to time may alter, amend or repeal any by-laws, but
any by-laws made by the board of directors may be altered or repealed by the
shareholders.

Any one or more members of the board of directors of the Corporation or of any
committee thereof may participate in a meeting of said board or of any such
committee by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time.

      EIGHTH: No holder of any of the shares of any class of the Corporation
shall be entitled as a right to subscribe for, purchase, or otherwise acquire
any shares of any class of the Corporation which the Corporation proposes to
issue or any rights or options which the Corporation proposes to grant for the
purchase of shares of any class of the Corporation or for the purchase of any
shares, bonds, securities, or obligations of the corporation which are


17

convertible into or exchangeable for, or which carry any rights, to subscribe
for, purchase or otherwise acquire shares of any class of the Corporation; any
and all such shares, bonds, securities, or obligations of the Corporation, which
are new or are hereafter authorized or created, may be issued, or may be
reissued or transferred if the same have been reacquired and have treasury
status, and any and all of such rights and options may be granted by the board
of directors to such persons, firms, corporations and associations, and for such
lawful consideration, and on such terms as the board of directors in its
discretion may determine without first offering the same, or any thereof, to any
said holder. Without limiting the generality of the foregoing stated denial of
any and all preemptive rights, no holder of shares of any class of the
Corporation shall have any preemptive rights in respect of matters, proceedings,
or transaction specified in paragraphs (1) to (6) inclusive, of paragraph (a) of
Section 622 of the New York Business Corporation Law.

      NINTH: Except as may otherwise be specifically provided in this
certificate of incorporation, no provision of this certificate of incorporation
is intended by the corporation to be construed as limiting, prohibiting, denying
or abrogating any of the general or specific powers or rights conferred under
the New York Business Corporation Law upon the Corporation, upon its
shareholders, bondholders and security holders, and upon its directors, officers
and other corporate personnel including, in particular, the power of the
Corporation to furnish indemnification to directors and officers in the
capacities defined and prescribed rights of said persons in indemnification as
the same are conferred by the New York Business Corporation Law.

      TENTH: The affirmative vote of a majority of all outstanding shares
entitled to vote thereon is required to approve (1) a plan of merger or
consolidation involving the Corporation, (2) a sale, lease, exchange or other
disposition of all or substantially all of the Corporation's assets not in the
ordinary course of business, and (3) a binding share exchange involving the
Corporation.

      The undersigned is executing this certificate on February __, 2002.


                                                     --------------------------
                                                     Barry Siegel
                                                     Chairman and CEO


                                                                              18