EXHIBIT 2.1.4

                                    FORM OF

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                                CHILI!SOFT, INC.


     First: The name of this corporation is:  Chili!Soft, Inc.
     -----

     Second: 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 California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

     Third: This corporation is authorized to issue one class of stock,
     -----
designated "Common Stock."  The total number of shares that this corporation is
authorized to issue is 1,000 shares.

     Fourth:
     ------

          (A) Limitation of Directors' Liability.  The liability of the
              ----------------------------------
directors of this corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.

          (B) Indemnification of Corporate Agents.  This corporation is
              -----------------------------------
authorized to provide indemnification of agents (as defined in Section 317 of
the California Corporations Code) through bylaw provisions, agreements with
agents, vote of shareholders or disinterested directors or otherwise, in excess
of the indemnification otherwise permitted by Section 317 of the California
Corporations Code, subject only to the applicable limits set forth in Section
204 of the California Corporations Code with respect to actions for breach of
duty to the corporation and its shareholders.

          (C) Repeal or Modification.  Any repeal or modification of the
              ----------------------
foregoing provisions of this Article Fourth by the shareholders of this
corporation shall not adversely affect any right of indemnification or
limitation of liability of a director or officer of this corporation relating to
acts or omissions occurring prior to such repeal or modification.