AMENDED AND RESTATED

                             --------------------

                         CERTIFICATE OF INCORPORATION

                         ----------------------------



                                      OF

                                      --



                           LYNUXWORKS, INCORPORATED

                           ------------------------



     LynuxWorks, Incorporated, a corporation organized and existing under the

laws of the State of Delaware, does hereby certify:



     1.   The name of the corporation is LynuxWorks, Incorporated. LynuxWorks,

Incorporated was originally incorporated under the same name, and the original

Certificate of Incorporation was filed with the Secretary of State of the State

of Delaware on July 21, 2000.



     2.   Pursuant to Sections 242 and 228 of the General Corporation Law of the

State of Delaware, the amendments and restatement herein set forth have been

duly approved by the Board of Directors and stockholders of LynuxWorks,

Incorporated.



     3.   This Amended and Restated Certificate of Incorporation was duly

adopted in accordance with Section 245 of the General Corporation Law of the

State of Delaware and restates, integrates and amends the provisions of the

Amended and Restated Certificate of Incorporation of the corporation.



     4.   The text of the original Certificate of Incorporation is hereby

restated and amended to read in its entirety as follows:



                                   ARTICLE I



     The name of the Corporation is LynuxWorks, Incorporated (the

"Corporation").



                                  ARTICLE II



     The address of the Corporation's registered office in the State of Delaware

is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801,

County of New Castle. The name of its registered agent at such address is The

Corporation Trust Company.



                                  ARTICLE III



     The nature of the business or purposes to be conducted or promoted by the

Corporation is to engage in any lawful act or activity for which corporations

may be organized under the General Corporation Law of the State of Delaware, as

the same exists or may hereafter be amended.

<PAGE>



                                  ARTICLE IV



     The Corporation is authorized to issue two classes of stock to be

designated, respectively, Common Stock, par value $0.001 per share ("Common

Stock") and Preferred Stock, par value $0.001 per share ("Preferred Stock"). The

total number of shares of stock that the Corporation shall have authority to

issue is 260,000,000 shares, of which 10,000,000 shares shall constitute

Preferred Stock and 250,000,000 shares shall constitute Common Stock. The

Preferred Stock may be issued from time to time in one or more series.



     The Corporation shall from time to time in accordance with the laws of the

State of Delaware increase the authorized number of shares of its Common Stock

if at any time the number of shares of Common Stock remaining unissued and

available for issuance shall not be sufficient to permit conversion of all

outstanding Preferred Stock.



     The Board of Directors is hereby authorized, subject to limitations

prescribed by law and the provisions of this Article IV, by resolution to

provide for the issuance of the shares of Preferred Stock in one or more series,

and to establish from time to time the number of shares to be included in each

such series, and to fix the designation, powers, priviliges, preferences, and

relative participating, optional or other rights, if any, of the shares of each

such series and the qualifications, limitations or restrictions thereof.



     The authority of the Board of Directors with respect to each series shall

include, but not be limited to, determination of the following:



          A.   The number of shares constituting that series (including an

     increase or decrease in the number of shares of any such series (but not

     below the number of shares in any such series then outstanding)) and the

     distinctive designation of that series;



          B.   The dividend rate, if any, 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, of payment of dividends on shares

     of that series;



          C.   Whether that series shall have the voting rights (including

     multiple or fractional votes per share) in addition to the 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 privileges, including provision 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 redemption, including the date

     or 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 rates;



          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 the amount

     of such sinking funds;



                                      -2-

<PAGE>



          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



          H.   Any other relative rights, preferences and limitations of that

     series.



No holders of shares of the Corporation of any class or series, now or hereafter

authorized, shall have any preferential or preemptive rights to subscribe for,

purchase or receive any shares of the Corporation of any class or series, now or

hereafter authorized, or any options or warrants for such shares, or any rights

to subscribe for, purchase or receive any securities convertible to or

exchangeable for such shares, which may at any time be issued, sold or offered

for sale by the Corporation, except in the case of any shares of Preferred Stock

to which such rights are specifically granted by any resolution or resolutions

of the Board of Directors adopted pursuant to this Article IV.



                                   ARTICLE V



     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 consent in writing by such holders.

Except as otherwise required by law and subject to the rights of the holders of

any class or series of stock having a preference over the Common Stock as to

dividends or upon liquidation, dissolution or winding up, special meetings of

stockholders of the Corporation for any purpose or purposes may be called only

by the Board of Directors or by the Chairman of the Board of Directors of the

Corporation and any power of stockholders to call a special meeting is

specifically denied.  No business other than that stated in the notice shall be

transacted at any special meeting.



                                  ARTICLE VI



     The Corporation is to have perpetual existence.



                                  ARTICLE VII



     For the management of the business and for the conduct of affairs of the

Corporation, and in further definition, limitation and regulation of powers of

the Corporation, of its directors and of its stockholders or any class thereof,

as the case may be, it is further provided that:



     A.   The management of the business and the conduct of the affairs of the

Corporation shall be vested in its Board of Directors.  The number of directors

of this Corporation shall be fixed and may be changed from time to time by

resolution of the Board of Directors.



     B.   The Directors, other than those who may be elected by the holders of

any class or series of stock having a preference over the Common Stock as to

dividends or upon liquidation, shall be classified, with respect to the time for

which they severally hold office, into three classes, as nearly equal in number

as possible, one class to be originally elected for a term expiring at the first

annual meeting of stockholders following fiscal year 2001, another class to be

originally elected for a term expiring at the first annual meeting of

stockholders following fiscal year 2002, and another



                                      -3-

<PAGE>



class to be originally elected for a term expiring at the first annual meeting

of stockholders following fiscal year 2003, with each class to hold office until

its successor is duly elected and qualified. At each succeeding annual meeting

of stockholders, directors elected to succeed those directors whose terms then

expire shall be elected for a term of office to expire at the third succeeding

annual meeting of stockholders after their election.



     C.   Notwithstanding the foregoing provisions of this Article VII, each

director shall serve until his or her successor is duly elected and qualified or

until his or her death, resignation or removal.  No decrease in the number of

directors constituting the Board of Directors shall shorten the term of any

incumbent director.



     D.   Any vacancies on the Board of Directors resulting from death,

resignation, disqualification, removal or other causes, shall, unless the Board

of Directors determines by resolution that any such vacancies or newly created

directorships shall be filled by stockholders and except as otherwise provided

by law, be filled only by the affirmative vote of a majority of the remaining

directors then in office, even though less than a quorum of the Board of

Directors and not by the stockholders.



     E.   In furtherance and not in limitation of the powers conferred by the

laws of the State of Delaware, the Board of Directors is expressly authorized to

make, alter, amend or repeal the Bylaws of the Corporation.



     F.   The directors of the Corporation need not be elected by written ballot

unless the Bylaws of the Corporation so provide.



     G.   Advance notice of stockholder nomination for the election of directors

and of any other business to be brought by stockholders before any meeting of

the stockholders of the Corporation shall be given in the manner provided in the

Bylaws of the Corporation.



                                 ARTICLE VIII



     A.   To the fullest extent permitted by the Delaware General Corporation

Law as the same exists or as may hereafter be amended, no director of the

Corporation shall be personally liable to the Corporation or its stockholders

for monetary damages for breach of fiduciary duty as a director.



     B.   The Corporation may indemnify to the fullest extent permitted by law

any person made or threatened to be made a party to an action or proceeding,

whether criminal, civil, administrative or investigative, by reason of the fact

that he, his testator or intestate is or was a director, officer or employee of

the Corporation or any predecessor of the Corporation or serves or served at any

other enterprise as a director, officer or employee at the request of the

Corporation or any predecessor to the Corporation.



     C.   Neither any amendment nor repeal of this Article VIII, nor the

adoption of any provision of this Corporation's Certificate of Incorporation

inconsistent with this Article VIII, shall eliminate or reduce the effect of

this Article VIII, in respect of any matter occurring, or any action or

proceeding accruing or arising or that, but for this Article VIII, would accrue

or arise, prior to such amendment, repeal or adoption of an inconsistent

provision.



                                      -4-

<PAGE>



                                  ARTICLE IX



     Meetings of stockholders may be held within or without the State of

Delaware, as the Bylaws may provide.  The books of the Corporation may be kept

(subject to any provision contained in the laws of the State of Delaware)

outside of the State of Delaware at such place or places as may be designated

from time to time by the Board of Directors or in the Bylaws of the Corporation.



                                   ARTICLE X



     Except as provided in Article VIII above, the Corporation reserves the

right to amend, alter, change or repeal any provision contained in this

Certificate of Incorporation, in the manner now or hereafter prescribed by the

laws of the state of Delaware, and all rights conferred upon stockholders herein

are granted subject to this reservation.  Notwithstanding anything contained in

this Certificate of Incorporation to the contrary, the affirmative vote of the

holders of at least 80% of the voting power of all shares of the Corporation

entitled to vote generally in the election of directors (the "Voting Stock")

then outstanding, voting together as a single class shall be required to alter,

amend, adopt any provision inconsistent with or repeal Article V or VII or this

sentence.



     IN WITNESS WHEREOF, LynuxWorks, Incorporated has caused this Amended and

Restated Certificate of Incorporation to be executed by Steven E. Bochner, its

Secretary this _________, 2000.





                                             ___________________________________



                                      -5-

<PAGE>



                           LYNUXWORKS, INCORPORATED



                           INDEMNIFICATION AGREEMENT





     This Indemnification Agreement ("Agreement") is effective as of _____ 2000

by and between LynuxWorks, Incorporated, a Delaware corporation (the "Company"),

and the indemnitee listed on the signature page hereto ("Indemnitee").



     WHEREAS, the Company desires to attract and retain the services of highly

qualified individuals, such as Indemnitee, to serve the Company and its related

entities;



     WHEREAS, in order to induce Indemnitee to continue to provide services to

the Company, the Company wishes to provide for the indemnification of, and the

advancement of expenses to, Indemnitee to the maximum extent permitted by law;



     WHEREAS, the Company and Indemnitee recognize the continued difficulty in

obtaining liability insurance for the Company's directors, officers, employees,

agents and fiduciaries, the significant increases in the cost of such insurance

and the general reductions in the coverage of such insurance;



     WHEREAS, the Company and Indemnitee further recognize the substantial

increase in corporate litigation in general, subjecting directors, officers,

employees, agents and fiduciaries to expensive litigation risks at the same time

as the availability and coverage of liability insurance has been severely

limited;



     WHEREAS, the Company and Indemnitee desire to continue to have in place the

additional protection provided by an indemnification agreement and to provide

indemnification and advancement of expenses to the Indemnitee to the maximum

extent permitted by Delaware law; and



     WHEREAS, in view of the considerations set forth above, the Company and

Indemnitee desire to amend and restate the Prior Agreement as set forth herein;



     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:



     1.   Certain Definitions.

          -------------------



          (a)  "Change in Control" shall mean, and shall be deemed to have

occurred if, on or after the date of this Agreement, (i) any "person" (as such

term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,

as amended), other than a trustee or other fiduciary holding securities under an

employee benefit plan of the Company acting in such capacity or a corporation

owned directly or indirectly by the stockholders of the Company in substantially

the same proportions as their ownership of stock of the Company, becomes the

"beneficial owner" (as defined

<PAGE>



in Rule 13d-3 under said Act), directly or indirectly, of securities of the

Company representing more than 50% of the total voting power represented by the

Company's then outstanding Voting Securities, (ii) during any period of two

consecutive years, individuals who at the beginning of such period constitute

the Board of Directors of the Company and any new director whose election by the

Board of Directors or nomination for election by the Company's stockholders was

approved by a vote of at least two thirds (2/3) of the directors then still in

office who either were directors at the beginning of the period or whose

election or nomination for election was previously so approved, cease for any

reason to constitute a majority thereof, or (iii) the stockholders of the

Company approve a merger or consolidation of the Company with any other

corporation other than a merger or consolidation which would result in the

Voting Securities of the Company outstanding immediately prior thereto

continuing to represent (either by remaining outstanding or by being converted

into Voting Securities of the surviving entity) at least 80% of the total voting

power represented by the Voting Securities of the Company or such surviving

entity outstanding immediately after such merger or consolidation, or the

stockholders of the Company approve a plan of complete liquidation of the

Company or an agreement for the sale or disposition by the Company of (in one

transaction or a series of related transactions) all or substantially all of the

Company's assets.



          (b)  "Claim" shall mean with respect to a Covered Event: any

threatened, pending or completed action, suit, proceeding or alternative dispute

resolution mechanism, or any hearing, inquiry or investigation that Indemnitee

in good faith believes might lead to the institution of any such action, suit,

proceeding or alternative dispute resolution mechanism, whether civil, criminal,

administrative, investigative or other.



          (c)  References to the "Company" shall include, in addition to

LynuxWorks, Incorporated, any constituent corporation (including any constituent

of a constituent) absorbed in a consolidation or merger to which LynuxWorks,

Incorporated (or any of its wholly owned subsidiaries) is a party which, if its

separate existence had continued, would have had power and authority to

indemnify its directors, officers, employees, agents or fiduciaries, so that if

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