AMENDED AND RESTATED CERTIFICATE

                               OF INCORPORATION OF

                                   AXION INC.

               Axion Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

               FIRST:  The name of the Corporation is Axion Inc.

               SECOND: The date on which the Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware is
July 30, 1987, under the name of Access Biotechnology, Inc.

               THIRD: The Board of Directors of this Corporation, at a meeting
duly called and held, adopted resolutions amending and restating the Certificate
of Incorporation to read in full as follows:

                                    ARTICLE I

               The name of this Corporation is Axion Inc.

                                   ARTICLE II

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

                                   ARTICLE III

               The purpose of this Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.

                                   ARTICLE IV

               A. Classes of Stock. This Corporation is authorized to issue two
classes of stock to be designated, respectively, "Preferred Stock" and "Common
Stock." The total number of shares which the Corporation is authorized to issue
is Twenty-five Million (25,000,000) shares. Fifteen Million (15,000,000) shares
shall be designated Common Stock, par value one-tenth of one cent ($.001) per
share (the "Common Stock"), and Ten








Million (10,000,000) shares shall be designated Preferred Stock, par value
one-tenth of one cent ($.001) per share (the "Preferred Stock").

                                    ARTICLE V

               The rights, preferences, privileges, restrictions and other
matters relating to the Three Million One Hundred Sixty-six Thousand Six Hundred
Sixty-Seven (3,166,667) shares of Preferred Stock hereinafter designated "Series
A Preferred Stock," the One Million Six Hundred Thousand (1,600,000) shares of
Preferred Stock hereinafter designated "Series B Preferred Stock," the Four
Hundred Twenty Thousand (420,000) shares of Preferred Stock hereinafter
designated "Series C Preferred Stock," the Seven Hundred Thousand (700,000)
shares of Preferred Stock hereinafter designated "Series D Preferred Stock," the
Nine Hundred Sixty-Five Thousand Five Hundred Seventeen (965,517) shares of
Preferred Stock hereinafter designated "Series E Preferred Stock," and the One
Million Five Hundred Thousand (1,500,000) shares of Preferred Stock hereinafter
designated "Series F Preferred Stock" are as follows:

               A. Designation. Three Million One Hundred Sixty-Six Thousand Six
Hundred Sixty-Seven (3,166,667) shares of Preferred Stock shall be designated
"Series A Preferred Stock," One Million Six Hundred Thousand (1,600,000) shares
of Preferred Stock shall be designated "Series B Preferred Stock," Four Hundred
Twenty Thousand (420,000) shares of Preferred Stock shall be designated "Series
C Preferred Stock," Seven Hundred Thousand (700,000) shares of Preferred Stock
shall be designated "Series D Preferred Stock," Nine Hundred Sixty-Five Thousand
Five Hundred Seventeen (965,517) shares of Preferred Stock shall be designated
"Series E Preferred Stock," and One Million Five Hundred Thousand (1,500,000)
shares of Preferred Stock shall be designated "Series F Preferred Stock."

               B.  Liquidation Rights.

                    (1) In the event of any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, the holders of each
share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred
Stock then outstanding shall be entitled to be paid out of the assets of the
Corporation legally available for distribution to its stockholders, whether from
capital, surplus or earnings, before any payment or setting apart for payment of
any amount shall be made in respect of the Common Stock, the amount of $.75 per
share of Series A Preferred Stock (the "Original Series A Issue Price"), $3.40
per share of Series B Preferred Stock (the "Original Series B Issue Price"),
$4.79 per share of Series C Preferred Stock, $5.60 per share of Series D
Preferred Stock (the "Original Series D Issue Price"), $7.25 per share of Series
E Preferred Stock (the "Original Series E Issue Price"), and $10.00 per share of
Series F Preferred Stock (the "Original Series F Issue Price"), plus, for each
such share, an amount equal to all declared but unpaid dividends thereon, if
any, to the date fixed for distribution to such



                                       2







series (such sum, as adjusted for stock splits, dividends, recapitalizations or
the like, the "Preference Amount" for such series), and the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, Series E Preferred Stock and Series F Preferred Stock shall rank on a
parity as to receipt of their respective Preference Amounts upon the occurrence
of any such event. If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation available for distribution to its
stockholders shall be insufficient to pay the holders of shares of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, Series E Preferred Stock and Series F Preferred Stock their
respective full preference amounts, then such holders shall share ratably in any
distribution of assets in proportion to the aggregate preferential amounts which
would be payable on the shares held by them if the Preference Amounts were paid
in full.

                    (2) After payment has been made to the holders of the Series
A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock,
the Series D Preferred Stock, the Series E Preferred Stock and the Series F
Preferred Stock of their respective full Preference Amounts, any remaining
assets or surplus funds of the Corporation shall be shared by and distributed
ratably among the holders of Common Stock and the holders of the Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series E
Preferred Stock, treating the shares of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock and Series E Preferred Stock as if
they had been converted into Common Stock at the Conversion Price (as
hereinafter defined) then applicable to each such series; provided, however,
that such ratable distribution and sharing shall continue in effect only (i)
with respect to the Series C Preferred Stock, until such time as the holders of
the Series C Preferred Stock shall have received an aggregate of $7.00
(including amounts paid pursuant to paragraph B(1) in respect of the Preference
Amount for such series and as adjusted for stock splits, reverse stock splits,
reorganizations and the like occurring subsequent to the filing of this
Certificate of Incorporation) for each share of Common Stock into which the
Series C Preferred Stock would be convertible at the then applicable Conversion
Price, (ii) with respect to the Series A Preferred Stock, until such time as the
holders of the Series A Preferred Stock shall have received an aggregate of
$4.00 (including amounts paid pursuant to paragraph B(1) in respect of the
Preference Amount for such series and as adjusted for stock splits, reverse
stock splits, reorganizations and the like occurring subsequent to the filing of
this Certificate of Incorporation) for each share of Common Stock into which the
Series A Preferred Stock would be convertible at the Conversion Price then
applicable to such series, (iii) with respect to the Series B Preferred Stock,
until such time as the holders of the Series B Preferred Stock shall have
received an aggregate of $7.00 (including amounts paid pursuant to paragraph
B(1) in respect of the Preference Amount for such series and as adjusted for
stock splits, reverse stock splits, reorganizations and the like occurring
subsequent to the filing of this Certificate of Incorporation) for each share of
Common Stock into which the Series B Preferred Stock would be convertible at the
Conversion Price then applicable to such series, and (iv) with respect to the
Series E Preferred Stock, until such time as the holders of the Series E


                                       3






Preferred Stock shall have received an aggregate of $9.46 (including amounts
paid pursuant to paragraph B(1) in respect of the Preference Amount for such
series and as adjusted for stock splits, reverse stock splits, reorganizations
and the like occurring subsequent to the filing of this Certificate of
Incorporation) for each share of Common Stock into which the Series E Preferred
Stock would be convertible at the Conversion Price then applicable to such
series. After payment has been made to the holders of Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock and Series E Preferred Stock
pursuant to this paragraph B(2), all remaining assets or surplus funds of the
Corporation shall be shared by and distributed ratably among the holders of the
Common Stock.

                    (3) For purposes of this Section B, a merger or
consolidation of the Corporation into or with another corporation, a sale,
transfer or other disposition of all or substantially all of the assets of the
Corporation or the effectuation by the Corporation of a transaction or series of
related transactions in which more than 50% of the voting power of the
Corporation is disposed of, shall, unless the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the outstanding Series A Preferred Stock, Series
B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock and Series F Preferred Stock, voting together as a class, elect
in writing otherwise, be deemed to be a liquidation, dissolution or winding up
of the Corporation.

                    (4) In the event the Corporation shall propose to take any
action regarding the liquidation, dissolution or winding up of the Corporation
which will involve the distribution of assets other than cash, the value of the
assets to be distributed to the holders of shares of the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock
shall be determined by the vote or written consent of the Board of Directors,
and such determination shall be binding upon the holders of the Series A
Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the
Series D Preferred Stock, the Series E Preferred Stock and the Series F
Preferred Stock. Any securities to be distributed shall be valued as follows:

               (a) Securities not subject to investment letter or other similar
restrictions on free marketability shall be valued as follows:

                         (i) if traded on a securities exchange, the value shall
be deemed to be the average of the security's closing prices on such exchange
over the thirty (30) day period ending three (3) days prior to the closing; and

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


                                       4






                         (iii) if there is no active public market, the value
shall be the fair market value thereof as determined by the written consent or
vote of the Board of Directors, and such determination shall be binding upon the
holders of the Series A Preferred Stock, the Series B Preferred Stock, the
Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred
Stock and the Series F Preferred Stock; and

               (b) The method of valuation of securities subject to investment
letter or other restrictions on free marketability shall be to make an
appropriate discount from the market value determined as above in (a)(i), (ii)
or (iii) to reflect the approximate fair market value thereof as determined by
the written consent or vote of the Board of Directors and such determination
shall be binding upon the holders of the affected series of Preferred Stock.

               C. Dividends.

                    (1) Preferred Stock. The holders of the outstanding Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be
entitled to receive in any fiscal year, when and as declared by the Board of
Directors, out of any assets at the time legally available therefor, dividends
in cash at the rate of $.075 per share, $.34 per share, $0.42 per share, $0.56
per share, $.725 per share and $1.00 per share, respectively (as appropriately
adjusted for stock splits, stock dividends, recapitalizations or the like), per
annum before any dividend is declared or paid on shares of Common Stock.
Dividends may be payable quarterly or otherwise as the Board of Directors may
from time to time determine. The right to such dividends on shares of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall not
be cumulative, and no right shall accrue to holders of shares of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, Series E Preferred Stock or Series F Preferred Stock by reason
of the fact that dividends on said shares are not declared in any prior year,
nor shall any undeclared or unpaid dividend bear or accrue interest.

                    (2) Common Stock. No distributions (as defined below) shall
be paid on the Common Stock until the holders of the Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock,
Series E Preferred Stock and Series F Preferred Stock then outstanding shall
have first received dividends at the dividend rates specified in paragraph C(1)
above. If, in any fiscal year, any cash or other distributions are declared by
the Board of Directors to be paid on the Common Stock as a class, then an
additional dividend shall be paid at the same time to the holders of the
outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series
C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series
F Preferred Stock at the rate per share equal to the product of (x) such per
share 


                                       5






dividend or other distribution on the Common Stock, multiplied by (y) the
number of shares of Common Stock into which each share of Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, Series E Preferred Stock and Series F Preferred Stock, respectively, is
then convertible.

                    (3) Distributions Defined. For purposes of this Section C,
unless the context requires otherwise, "distribution" shall mean the transfer of
cash or property without consideration, whether by way of dividend or otherwise,
payable other than in Common Stock or other securities of the Company, or the
purchase or redemption of shares of the Corporation (other than repurchases of
Common Stock held by employees of, or consultants to, the Corporation upon
termination of their employment or services pursuant to agreements providing for
such repurchase and other than redemptions in liquidation or dissolution of the
Corporation) for cash or property, including any such transfer, purchase, or
redemption by a subsidiary of the Corporation.

               D.     Conversion.

               The holders of the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the
Series E Preferred Stock and the Series F Preferred Stock shall have conversion
rights as follows (the "Conversion Rights"):

                    (1) Right to Convert. Each share of Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, Series E Preferred Stock and Series F Preferred Stock shall be
convertible, without the payment of any additional consideration by the holder
thereof and at the option of the holder thereof, at any time after the date of
issuance of such share, at the office of the Corporation or any transfer agent
for Preferred Stock of that series, into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing the Original
Issue Price for such series by the Conversion Price applicable to such series,
determined as hereinafter provided, at the time of conversion. The Original
Series C Issue Price shall be deemed to be $4.20. The Conversion Price for the
Series A Preferred Stock shall initially be Seventy-Five Cents ($.75) (as
adjusted from time to time, the "Series A Conversion Price"), the Conversion
Price for the Series B Preferred Stock shall initially be Three Dollars and
Forty Cents ($3.40) (as adjusted from time to time, the "Series B Conversion
Price"), the Conversion Price for the Series C Preferred Stock shall initially
be Four Dollars and Twenty Cents ($4.20) (as adjusted from time to time, the
"Series C Conversion Price"), the Conversion Price for the Series D Preferred
Stock shall initially be Five Dollars and Sixty Cents ($5.60) (as adjusted from
time to time, the "Series D Conversion Price"), the Conversion Price for the
Series E Preferred Stock shall initially be Seven Dollars and Twenty-Five Cents
($7.25) (as adjusted from time to time, the "Series E Conversion Price"), and
the Conversion Price for the Series F Preferred Stock shall initially be Ten
Dollars ($10.00) (as adjusted from time to time, the "Series F Conversion
Price"). Such initial Conversion Prices shall be subject to


                                       6






adjustment, in order to adjust the number of shares of Common Stock into which
the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock and Series F
Preferred Stock, respectively, are convertible, as hereinafter provided.

                    (2) Automatic Conversion. Each share of Series A Preferred
Stock shall automatically be converted into shares of Common Stock at the then
effective Series A Conversion price upon the closing of a firm commitment
underwritten public offering pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), covering
the offer and sale of Common Stock for the account of the Corporation to the
public at a public offering price of at least Four Dollars ($4.00) per share, as
presently constituted, and having an aggregate offering price to the public
resulting in net proceeds to the Company of not less than Ten Million Dollars
($10,000,000). Each share of Series B Preferred Stock, Series C Preferred Stock
and Series D Preferred Stock shall automatically be converted into shares of
Common Stock at the then effective applicable Conversion Price upon the closing
of a firm commitment underwritten public offering pursuant to an effective
registration statement under the Securities Act covering the offer and sale of
Common Stock for the account of the Corporation to the public at a public
offering price of at least Seven Dollars ($7.00) per share, as presently
constituted, and having an aggregate offering price to the public resulting in
net proceeds to the Company of not less than Ten Million Dollars ($10,000,000).
Each share of Series E Preferred Stock shall automatically be converted into
shares of Common Stock at the then effective Series E Conversion Price upon the
closing of a firm commitment underwritten public offering pursuant to an
effective registration statement under the Securities Act, covering the offer
and sale of Common Stock for the account of the Corporation to the public at a
public offering price of at least Seven Dollars and Twenty-Five Cents ($7.25)
per share, as presently constituted, and having an aggregate offering price to
the public resulting in net proceeds to the Corporation of not less than Ten
Million Dollars ($10,000,000). Each share of Series F Preferred Stock shall
automatically be converted into shares of Common Stock at the then effective
Series F Conversion Price upon the closing of a firm commitment underwritten
public offering pursuant to an effective registration statement under the
Securities Act, covering the offer and sale of Common Stock for the account of
the Corporation to the public at a public offering price of at least Ten Dollars
($10.00) per share, as presently constituted, and having an aggregate offering
price to the public resulting in net proceeds to the Corporation of not less
than Ten Million Dollars ($10,000,000). In the event of the automatic conversion
of the Series A Preferred Stock, the Series B Preferred Stock, the Series C
Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock
and/or the Series F Preferred Stock upon a public offering as aforesaid, persons
entitled to receive Common Stock issuable upon such conversion shall not be
deemed to have converted such Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock, and/or Series E
Preferred Stock and/or Series F Preferred Stock until immediately prior to the
closing of such sale of securities.


                                       7






                    (3) Mechanics of Conversion. No fractional shares of Common
Stock shall be issued upon conversion of the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock or Series F Preferred Stock. In lieu of any fractional shares to
which the holder of shares of any series would otherwise be entitled (computing
the number of shares of Common Stock to which any holder is entitled on an
aggregate basis with respect to all shares to be converted by such holder at the
time of such conversion), the Corporation shall pay cash equal to such fraction
multiplied by the then effective Conversion Price for that series. Before any
holder of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred
Stock shall be entitled to convert the same into full shares of Common Stock
pursuant to paragraph D(1) hereof, and before the Corporation shall be obligated
to issue certificates for shares of Common Stock upon the automatic conversion
of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred
Stock as set forth in paragraph D(2) hereof, such holder shall surrender the
certificate or certificates therefor, duly endorsed, at the office of the
Corporation or of any transfer agent for the Preferred Stock of that series and
shall give written notice to the Corporation at such office that such holder
elects to convert the same and shall state therein the name or names of the
nominees in which such holder wishes the certificate or certificates for shares
of Common Stock to be issued (except that no such written notice of intent to
convert shall be necessary in the event of an automatic conversion pursuant to
paragraph D(2) hereof). The Corporation shall, as soon as practicable
thereafter, issue and deliver to such holder of Series A Preferred Stock, Series
B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock or Series F Preferred Stock, or to their respective nominee or
nominees, a certificate or certificates for the number of shares of Common Stock
to which such holder or nominee shall be entitled as aforesaid, together with
cash in lieu of any fraction of a share. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date of such
surrender of the shares of Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or
Series F Preferred Stock to be converted (except that in the case of an
automatic conversion pursuant to paragraph D(2) hereof, such conversion shall be
deemed to have been made immediately prior to the closing of the offering
referred to in paragraph D(2)), and the person or persons entitled to receive
the shares of Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such shares of Common Stock on such
date.

                    (4) Adjustment for Stock Splits, Dividends and Combinations.
If the Corporation shall at any time or from time to time effect a subdivision
of the outstanding Common Stock, or shall issue a dividend of Common Stock on
its outstanding Common Stock, the Conversion Price for any series of Preferred
Stock in effect immediately before that subdivision or dividend shall be
proportionately decreased. Conversely, if the Corporation shall combine the
outstanding shares of


                                       8






Common Stock, the Conversion Price for any series of Preferred Stock in effect
immediately before the combination shall be proportionately increased. Any
adjustment under this paragraph D(4) shall become effective at the close of
business on the date the subdivision or combination becomes effective or on the
date on which the dividend is declared. Notwithstanding anything else in this
Certificate of Incorporation, the Conversion Price for any series of Preferred
Stock shall not be so reduced at such time if the amount of such reduction would
be an amount less than one cent ($0.01), but any such amount shall be carried
forward and deduction with respect thereto made at the time of and together with
any subsequent reduction which, together with such amount and any other amount
or amounts so carried forward, shall aggregate one cent ($0.01) or more.

                    (5) Adjustments for Other Dividends and Distributions. In
the event the Corporation at any time or from time to time shall make or issue,
or fix a record date for the determination of holders of Common Stock entitled
to receive, a dividend or other distribution payable in securities of the
Company other than shares of Common Stock, then, and in each such event,
provision shall be made so that the holders of Preferred Stock shall receive
upon conversion thereof, in addition to the number of shares of Common Stock
receivable thereupon, the amount of securities of the Company that they would
have received had their Preferred Stock been converted into Common Stock on the
date of such event, giving effect to all adjustments called for with respect to
such securities during the period from the date of such event to and including
the conversion date.

                    (6) Adjustment for Reclassification, Exchange and
Substitution. If the Common Stock issuable upon the conversion of any series of
Preferred Stock shall be changed into the same or different number of shares of
any class or series of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend, provided for above, or a merger, consolidation, sale of
assets or other transaction provided for in Section B above, or a dividend or
distribution provided for in Section C above), then and in each such event the
holder of each share of the affected series of Preferred Stock shall have the
right thereafter to convert such share into the kind and amount of shares of
stock and other securities and property receivable upon such reorganization,
reclassification or other change by holders of the number of shares of Common
Stock into which such shares of Preferred Stock of that series might have been
converted immediately prior to such reorganization, reclassification or change,
all subject to further adjustment as provided herein.

                    (7) No Impairment. The Corporation will not, by amendment of
this Amended and Restated Certificate of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation but will at all


                                       9






times in good faith assist in the carrying out of all the provisions of this
Section D and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Preferred Stock against impairment.

                    (8) Certificate as to Adjustments. Upon the occurrence of
each adjustment or readjustment of the respective Conversion Prices pursuant to
this Section D, the Corporation at its expense shall promptly compute such
adjustments or readjustments in accordance with the terms hereof and furnish to
each holder of shares of any series of Preferred Stock a certificate setting
forth such adjustment or readjustment as applicable to that series and showing
in detail the facts upon which such adjustment or readjustment is based. The
Corporation shall, upon the written request at any time of any holder of
Preferred Stock, furnish or cause to be furnished to such holder a like
certificate setting forth (i) such adjustments and readjustments, (ii) the
applicable Conversion Price as at the time in effect, and (iii) the number of
shares of Common Stock and the amount, if any, of other property which at the
time would be received upon the conversion of such holder's shares.

                    (9) Notices of Record Date. In the event of any taking by
the Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend which is the same as cash dividends paid in
previous quarters) or other distribution, the Corporation shall mail to each
holder of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred
Stock at least ten (10) days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the purpose of
such dividend or distribution.

                    (10) Common Stock Reserved. The Corporation shall reserve
and keep available out of its authorized but unissued Common Stock such number
of shares of Common Stock as shall from time to time be sufficient to effect
conversion of the Series A Preferred Stock, the Series B Preferred Stock, the
Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred
Stock and the Series F Preferred Stock.

               E.     Voting Rights.

                         (1) In General. Except as set forth below, each holder
of shares of Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F
Preferred Stock shall be entitled to the number of votes equal to the number of
shares of Common Stock into which that holder's shares of such series of
Preferred Stock could be converted on the record date for the vote or the date
of the solicitation of any written consent of stockholders and shall have voting
rights and powers equal to the voting rights and powers of the Common Stock.
Except as set forth below, each holder of Common Stock shall be entitled to one
vote per share of Common Stock held by such holder. The holder of each share of



                                       10






Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock
shall be entitled to notice of any stockholders' meeting in accordance with the
Bylaws of the Corporation and shall vote with holders of the Common Stock upon
all matters submitted to a vote of stockholders. Fractional votes by the holders
of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock
shall not be permitted, however, and any fractional voting rights resulting from
the above formula (after aggregating all shares into which shares of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, Series E Preferred Stock and Series F Preferred Stock held by
each holder could be converted) shall be rounded to the nearest whole number.

                         (2) Voting for Election of Directors. So long as no
fewer than One Hundred Thousand (100,000) of the shares of Series A Preferred
Stock remain outstanding, the holders of the Series A Preferred Stock then
outstanding shall be entitled to elect two directors of the Corporation at each
election of directors. So long as no fewer than Five Hundred Thousand (500,000)
shares of Series B Preferred Stock remain outstanding, the holders of a majority
of the shares of Series B Preferred Stock then outstanding shall be entitled to
elect one director of the Corporation at each election of directors. So long as
no fewer than One Hundred Thousand (100,000) shares of Series C Preferred Stock
remain outstanding, the holders of a majority of the Series C Preferred Stock
then outstanding shall be entitled to elect one director of the Corporation at
each election of directors. The holders of a majority of the Common Stock
outstanding shall be entitled to elect the remaining directors of the
Corporation. Any vacancy occurring because of the death, resignation, or removal
of a director elected by the holders of Series A Preferred Stock, the holders of
the Series B Preferred Stock or the holders of the Series C Preferred Stock
shall be filled by the vote or written consent of the holders of a majority of
the shares of that series or, in the absence of such action by such holders, by
action of the remaining directors then in office. Any vacancy occurring because
of the death, resignation or removal of a director elected by the holders of
outstanding Common Stock shall be filled by the vote or written consent of the
holders of a majority of the outstanding shares of or, in the absence of such
action by such holders, by action of the remaining directors then in office.

               F. Covenants. So long as no fewer than an aggregate of Five
Hundred Thousand (500,000) shares of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock or Series F Preferred Stock shall be outstanding, the
Corporation shall not, without first obtaining the approval (by vote or written
consent, as provided by law) of the holders of at least fifty percent (50%) of
the then outstanding shares of Preferred Stock (excluding from such vote the
shares of any series of Preferred Stock of which there are fewer than 100,000
shares outstanding), voting together as a single class:


                                       11






                    (1) amend or repeal any provision of, or add any provision
to, the Corporation's Amended and Restated Certificate of Incorporation or
Bylaws if such action would adversely alter or change the preferences, rights,
privileges or powers of, or the restrictions provided for the benefit of the
Preferred Stock;

                    (2) create any new series or class of stock having any
preference or priority as to dividends or assets superior to or on a parity with
any such preference or priority of the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the
Series E Preferred Stock or the Series F Preferred Stock;

                    (3) increase the authorized number of shares of Preferred
Stock;

                    (4) be or become a party to, or initiate or otherwise enter
into any transaction that would result in a reorganization of the Corporation,
or the merger or consolidation of the Corporation with or into another
corporation, or the effectuation by the Corporation of a transaction or series
of transactions in which more than fifty percent (50%) of the voting power of
the Corporation is disposed of, or the sale of all or substantially all of the
assets of the Corporation;

                    (5) initiate any reclassification or recapitalization of the
outstanding capital stock of the Corporation that would result in a reduction or
limitation of the preferences granted to the Series A Preferred Stock, the
Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred
Stock, the Series E Preferred Stock or the Series F Preferred Stock; or

                    (6) increase the number of authorized directors of the
Corporation's Board of Directors above seven (7).

               G. Residual Rights. All rights accruing to the outstanding shares
of the Corporation not otherwise expressly provided for in this Amended and
Restated Certificate of Incorporation or any subsequent Certificate of
Designation shall be vested in the Common Stock.

                                   ARTICLE VI

               A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (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 General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
any improper personal benefit. If the General Corporation Law of the State of
Delaware is amended after approval by the stockholders of this 


                                       12






Article 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
the General Corporation Law of the State of Delaware, as so amended.

               Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

                                   ARTICLE VII

               To the fullest extent permitted by applicable law, the
Corporation is authorized to provide indemnification of (and advancement of
expenses to) agents of the Corporation (and any other persons to which Delaware
law permits the Corporation to provide indemnification) through bylaw
provisions, agreements with such agents or other persons, vote of stockholders
or disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the Delaware General
Corporation Law, subject only to limits created by applicable Delaware law
(statutory or non-statutory), with respect to actions for breach of duty to the
Corporation, its stockholders, and others.

                                  ARTICLE VIII

               The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

                                   ARTICLE IX

               The Board of Directors may from time to time make, amend,
supplement or repeal the Bylaws; provided, however, that the stockholders may
change or repeal any Bylaw adopted by the Board of Directors; and provided,
further, that no amendment or supplement to the Bylaws adopted by the Board of
Directors shall vary or conflict with any amendment or supplement adopted by the
stockholders.

                                    *  *  *

               FOURTH: That thereafter, pursuant to resolution of the Board of
Directors, the Amended and Restated Certificate of Incorporation was submitted
to the stockholders for their approval, which approval was given by written
consent of a majority of the stockholders pursuant to Section 228 of the General
Corporation Law of the State of Delaware.


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               FIFTH: That prompt written notice was duly given pursuant to
Section 228 of the General Corporation Law of the State of Delaware to those
stockholders who did not approve the Amended and Restated Certificate of
Incorporation by written consent.

               SIXTH: That said Amended and Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of Sections 242
and 245 of the General Corporation Law of the State of Delaware.

               IN WITNESS WHEREOF, Axion Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed by its President and
attested to by its Secretary this 28th day of November, 1994.

                                            AXION INC.

                                            GARRETT J. ROPER
                                            ------------------------------
                                            Garrett J. Roper
                                            Chief Financial Officer

ATTEST:

ROBERT V. GUNDERSON, JR.
- ---------------------------
Robert V. Gunderson, Jr.
Secretary


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