CERTIFICATE OF DESIGNATION
                                       OF
                            SERIES B PREFERRED STOCK
                                       OF
                                      NEWCO

         eB2B Commerce, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware hereby
certifies that the following resolution was adopted by the Board of Directors of
the Corporation as required by Section 151 of the General Corporation Law of
Delaware:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation by ARTICLE 6 of the Corporation's Certificate of
Incorporation, as amended, a series of preferred stock of the Corporation be,
and it hereby is, created out of the authorized but unissued shares of the
capital stock of the Corporation, such series to be designated Series B
Preferred Stock (the "Preferred Stock"), to consist of [Four Million
(4,000,000)] shares, par value $0.001 per share, of which the preferences,
rights, qualifications, limitations or restrictions thereof, shall be (in
addition to those set forth in the Corporation's Certificate of Incorporation,
as amended) as follows:

         SERIES B PREFERRED STOCK:

         1. Certain Definitions. Unless the context otherwise requires, the
terms defined in this paragraph 1 shall have, for all purposes of this
resolution, the meanings herein specified.

                  a. Common Stock. The term "Common Stock" shall mean all shares
now or hereafter authorized of any class of Common Stock of the Corporation and
any other stock of the Corporation, howsoever designated, authorized after the
Issue Date, which has the right (subject always to prior rights of any class or
series of preferred stock) to participate in the distribution of the assets and
earnings of the Corporation without limit as to per share amount.

                  b. Conversion Date. The term "Conversion Date" shall have the
meaning set forth in Section 5(d) below.

                  c. Conversion Price. The term "Conversion Price" shall mean
the price per share of Common Stock used to determine the number of shares of
Common Stock deliverable upon conversion of a share of the Preferred Stock,
which price shall initially be Five Dollars and Fifty Cents ($5.50) per share,
subject to adjustment in accordance with the provisions of Section 6 below.

                  d. Current Market Price. The term "Current Market Price" shall
have the meaning set forth in Section 10 below.

                  e. Issue Date. The term "Issue Date" shall mean the date that
shares of Preferred Stock are first issued by the Corporation.

                  f. Junior Stock. The term "Junior Stock" shall mean, for
purposes of Sections 3 and 8 below, the Common Stock and any class or series of
stock of the Corporation issued after the Issue Date not entitled to receive any
assets upon the liquidation, dissolution or winding up of the affairs of the
Corporation until the Preferred Stock shall have received the entire amount to
which such stock is entitled upon such liquidation, dissolution or winding up.



                                       1



                  g. Parity Stock. The term "Parity Stock" shall mean, for
purposes of Sections 3 and 8 below, any other class or series of stock of the
Corporation issued after the Issue Date entitled to receive assets upon the
liquidation, dissolution or winding up of the affairs of the Corporation on a
parity with the Preferred Stock.

                  h. Qualified Public Offering. The term "Qualified Public
Offering" shall mean an initial public offering of the Corporation's securities
raising gross proceeds in excess of $20,000,000 where the offering price per
share is at least 2.5 times the then Conversion Price.

                  i. Qualified Private Offering. The term "Qualified Private
Offering" shall mean a private offering of the Corporation's securities raising
gross proceeds of at least $20,000,000 where the pre-money valuation is at least
2.5 times the post-private placement valuation of the Corporation and where the
offering price per share is at least 2.5 times the then Conversion Price.

                  j. Senior Stock. The term "Senior Stock" shall mean, for
purposes of Sections 3 and 8 below, any class or series of stock of the
Corporation issued after the Issue Date ranking senior to the Preferred Stock in
respect of the right to receive assets upon the liquidation, dissolution or
winding up of the affairs of the Corporation.

                  k. Subscription Price. The term "Subscription Price" shall
mean Ten Dollars ($10.00) per share.

                  l. Subsidiary. The term "Subsidiary" shall mean any
corporation of which shares of stock possessing at least a majority of the
general voting power in electing the board of directors are, at the time as of
which any determination in being made, owned by the Corporation, whether
directly or indirectly through one or more Subsidiaries.

         2. Ranking. The Preferred Stock shall rank, with respect to
distributions upon a Liquidation (as defined in Section 4), (i) senior to all
classes of Common Stock of the Corporation and to each other class of capital
stock or series of preferred stock established after the Issue Date by the Board
of Directors, the terms of which do not expressly provide that it ranks senior
or on a parity with the Preferred Stock as to distributions upon a Liquidation;
(ii) on a parity with any additional shares of Preferred Stock issued by the
Corporation in the future and any other class of capital stock or series of
preferred stock issued by the Corporation established after the Issue Date by
the Board of Directors, the terms of which expressly provide that such class or
series will rank on a parity with the Preferred Stock as to distributions upon
Liquidation; and (iii) junior to each class of capital stock or series of
preferred stock issued by the Corporation established after the Issue Date by
the Board of Directors, the terms of which expressly provide that such class or
series will rank senior to the Preferred Stock as to distributions upon a
Liquidation.

         3. Dividends. The holders of the Preferred Stock shall not be entitled
to receive dividends in any fixed amount; provided that in the event that the
Corporation shall at any time declare or pay a dividend on the Common Stock
(other than a dividend referred to in Section 6(a)), it shall, at the same time,
declare and pay to each holder of the Preferred Stock a dividend equal to the
dividend which would have been payable to such holder if the shares of the
Preferred Stock held by each holder had been converted into Common Stock on the
date of determination of holders of Common Stock entitled to receive such
dividends.

         4. Distributions Upon Liquidation, Dissolution or Winding Up. In the
event of any voluntary or involuntary liquidation, dissolution or other winding
up of the affairs of the Corporation, subject to the prior preferences and other
rights of any Senior Stock, but before any distribution or payment shall be made
to the holders of Junior Stock, the holders of the Preferred Stock shall be
entitled to be paid the Subscription Price of all outstanding shares of
Preferred Stock as of the date of such liquidation or dissolution or such


                                       2




other winding up, plus any accrued and unpaid dividends thereon to such
date, and no more, in cash or in property taken at its fair value as
determined by the Board of Directors, or both, at the election of the Board
of Directors. If such payment shall have been made in full to the holders
of the Preferred Stock, and if payment shall have been made in full to the
holders of any Senior Stock and Parity Stock of all amounts to which such
holders shall be entitled, the remaining assets and funds of the
Corporation shall be distributed among the holders of Junior Stock,
according to their respective shares and priorities. If, upon any such
liquidation, dissolution or other winding up of the affairs of the
Corporation, the net assets of the Corporation distributable among the
holders of all outstanding shares of the Preferred Stock and of any Parity
Stock shall be insufficient to permit the payment in full to such holders
of the preferential amounts to which they are entitled, then the entire net
assets of the Corporation remaining after the distributions to holders of
any Senior Stock of the full amounts to which they may be entitled shall be
distributed among the holders of the Preferred Stock and of any Parity
Stock ratably in proportion to the full amounts to which they would
otherwise be respectively entitled. Neither the consolidation or merger of
the Corporation into or with another corporation or corporations, nor the
sale of all or substantially all of the assets of the Corporation to
another corporation or corporations shall be deemed a liquidation,
dissolution or winding up of the affairs of the Corporation within the
meaning of this Section 4.

         5. Conversion Rights. The Preferred Stock shall be convertible into
Common Stock as follows:

                  a. Optional Conversion. Subject to and upon compliance with
the provisions of this Section 5, the holder of any shares of Preferred Stock
shall have the right at such holder's option, at any time or from time to time,
to convert any of such shares of Preferred Stock into fully paid and
nonassessable shares of Common Stock at the Conversion Price (as hereinafter
defined) in effect on the Conversion Date (as hereinafter defined) upon the
terms hereinafter set forth.

                  b. Automatic Conversion. Each outstanding share of Preferred
Stock shall automatically be converted, without any further act of the
Corporation or its stockholders, into fully paid and nonassessable shares of
Common Stock at the Conversion Price then in effect upon the closing of (i) a
Qualified Public Offering or (ii) a Qualified Private Offering.

                  c. Conversion Price. Each share of Preferred Stock shall be
converted into a number of shares of Common Stock determined by dividing (i) the
sum of the Subscription Price, by (ii) the Conversion Price in effect on the
Conversion Date. The Conversion Price at which shares of Common Stock shall
initially be issuable upon conversion of the shares of Preferred Stock shall be
Five Dollars and Fifty Cents ($5.50). The Conversion Price shall be subject to
adjustment as set forth in Section 6. No payment or adjustment shall be made for
any dividends on the Common Stock issuable upon such conversion.

                  d. Mechanics of Conversion. The holder of any shares of
Preferred Stock may exercise the conversion right specified in Section 5(a) by
surrendering to the Corporation or any transfer agent of the Corporation the
certificate or certificates for the shares to be converted, accompanied by
written notice specifying the number of shares to be converted. Upon the
occurrence of the event specified in Subsection (b), the outstanding shares of
Preferred Stock shall be converted automatically without any further action by
the holders of such shares and whether or not the certificates representing such
shares are surrendered to the Corporation or its transfer agent; provided that
the Corporation shall not be obligated to issue to any such holder certificates
evidencing the shares of Common Stock issuable upon such conversion unless
certificates evidencing the shares of Preferred Stock are either delivered to
the Corporation or any transfer agent of the Corporation. Conversion shall be
deemed to have been effected on the date when delivery of notice of an election
to convert and certificates for shares is made or on the date of the occurrence
of the event specified in Section 5(b), as the case may be, and such date is
referred to herein as the


                                       3




"Conversion Date." Subject to the provisions of Section 6(i), as promptly as
practicable thereafter (and after surrender of the certificate or certificates
representing shares of Preferred Stock to the Corporation or any transfer agent
of the Corporation in the case of conversions pursuant to Section 5(b)) the
Corporation shall issue and deliver to or upon the written order of such holder
a certificate or certificates for the number of full shares of Common Stock to
which such holder is entitled and a check or cash with respect to any fractional
interest in a share of Common Stock as provided in Section 10. Subject to the
provisions of Section 6(i), the person in whose name the certificate or
certificates for Common Stock are to be issued shall be deemed to have become a
holder of record of such Common Stock on the applicable Conversion Date. Upon
conversion of only a portion of the number of shares covered by a certificate
representing shares of Preferred Stock surrendered for conversion (in the case
of conversion pursuant to Section 5(a)), the Corporation shall issue and deliver
to or upon the written order of the holder of the certificate so surrendered for
conversion, at the expense of the Corporation, a new certificate covering the
number of shares of Preferred Stock representing the unconverted portion of the
certificate so surrendered.

                  e. Conversion Price Adjustments. The Conversion Price shall be
subject to adjustment provisions of Section 6 below.

         6. Anti-dilution Provisions. Subject to the provisions of Section 1
hereof, the Conversion Price in effect at any time and the number and kind of
securities issuable upon the conversion of the Preferred Stock shall be subject
to adjustment from time to time upon the happening of certain events as follows:

                  a. In case the Corporation shall hereafter (i) declare a
dividend or make a distribution on its outstanding shares of Common Stock in
shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect at the time of the record date for such dividend or
distribution or of the effective date of such subdivision, combination or
reclassification shall be adjusted so that it shall equal the price determined
by multiplying the Conversion Price by a fraction, the denominator of which
shall be the number of shares of Common Stock outstanding after giving effect to
such action, and the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such action. Such adjustment shall be
made successively whenever any event listed above shall occur.

                  b. Subject to the provisions of Section (i) below, in case the
Corporation shall fix a record date for the issuance of rights or warrants to
all holders of its Common Stock entitling them to subscribe for or purchase
shares of Common Stock (or securities convertible into Common Stock) at a price
(the "Purchase Price") (or having a conversion price per share) less than the
current market price of the Common Stock on such record date or less than the
Conversion Price, the Conversion Price shall be adjusted so that the same shall
equal the lower of (i) the price determined by multiplying the Conversion Price
in effect immediately prior to the date of such issuance by a fraction, the
numerator of which shall be the sum of the number of shares of Common Stock
outstanding on the record date mentioned below and the number of additional
shares of Common Stock which the aggregate offering price of the total number of
shares of Common Stock so offered (or the aggregate conversion price of the
convertible securities so offered) would purchase at such current market price
per share of the Common Stock, and the denominator of which shall be the sum of
the number of shares of Common Stock outstanding on such record date and the
number of additional shares of Common Stock offered for subscription or purchase
(or into which the convertible securities so offered are convertible) or (ii) in
the event the Purchase Price is equal to or higher than the current market price
but is less than the Conversion Price, the price determined by multiplying the
Conversion Price in effect immediately prior to the date of issuance by a
fraction, the numerator of which shall be the sum of the number of shares
outstanding on the record date mentioned above and the number of additional
shares


                                       4






of Common Stock which the aggregate Purchase Price of the total number of
shares of Common Stock so offered (or the aggregate conversion price of the
convertible securities so offered) would purchase at the Conversion Price in
effect immediately prior to the date of such issuance, and the denominator of
which shall be the sum of the number of shares of Common Stock outstanding on
the record date mentioned above and the number of additional shares of Common
Stock offered for subscription or purchase (or into which the convertible
securities so offered are convertible). Such adjustment shall be made
successively whenever such rights or warrants are issued and shall become
effective immediately after the record date for the determination of
shareholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered (or securities convertible into Common
Stock are not delivered) after the expiration of such rights or warrants the
Conversion Price shall be readjusted to the Conversion Price which would then be
in effect had the adjustments made upon the issuance of such rights or warrants
been made upon the basis of delivery of only the number of shares of Common
Stock (or securities convertible into Common Stock) actually delivered.

                  c. In case the Corporation shall hereafter distribute to the
holders of its Common Stock evidences of its indebtedness or assets (excluding
cash dividends or distributions and dividends or distributions referred to in
Subsection (a) above) or subscription rights or warrants (excluding those
referred to in Subsection (b) above), then in each such case the Conversion
Price in effect thereafter shall be determined by multiplying the Conversion
Price in effect immediately prior thereto by a fraction, the numerator of which
shall be the total number of shares of Common Stock outstanding multiplied by
the current market price per share of Common Stock, less the fair market value
(as determined by the Corporation's Board of Directors) of said assets or
evidences of indebtedness so distributed or of such rights or warrants, and the
denominator of which shall be the total number of shares of Common Stock
outstanding multiplied by such current market price per share of Common Stock.
Such adjustment shall be made successively whenever such a record date is fixed.
Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date for the determination of
shareholders entitled to receive such distribution.

                  d. Subject to the provisions of Section (i) below, in case the
Corporation shall hereafter issue shares of its Common Stock (excluding shares
issued (i) in any of the transactions described in Subsection (a) above, (ii)
upon exercise of options granted to the Corporation's officers, directors,
employees and consultants under a plan or plans adopted by the Corporation's
Board of Directors and approved by its shareholders, if such shares would
otherwise be included in this Subsection (d), (but only to the extent that the
aggregate number of shares excluded hereby and issued after the date hereof,
shall not exceed ten percent (10%) of the Corporation's Common Stock
outstanding, on a fully-diluted basis, at the time of any issuance), (iii) upon
exercise of options, warrants, convertible securities and convertible debentures
outstanding as of the Issue Date, a Qualified Private Offering, Qualified Public
Offering or exercise of the warrants issued on or prior to the Issue Date, (iv)
to shareholders of any corporation which merges into the Corporation in
proportion to their stock holdings of such corporation immediately prior to such
merger, upon such merger, (v) issued in a private placement through Commonwealth
Associates, L.P. ("Commonwealth"), as placement agent, or upon exercise or
conversion of any securities issued in or in connection with such a private
placement (including agent, consulting or advisory warrants) or (vi) issued in a
bona fide public offering pursuant to a firm commitment underwriting, but only
if no adjustment is required pursuant to any other specific subsection of this
Section 6 (without regard to Subsection (i) below) with respect to the
transaction giving rise to such rights) for a consideration per share (the
"Offering Price") less than the current market price on the date the Corporation
fixes the Offering Price of such additional shares or less than the Conversion
Price, the Conversion Price shall be adjusted immediately thereafter so that it
shall equal the lower of (i) the price determined by multiplying the Conversion
Price in effect immediately prior thereto by a




                                       5





 fraction, the numerator of which shall be the sum of the number of shares of
 Common Stock outstanding immediately prior to the issuance of such additional
 shares and the number of shares of Common Stock which the aggregate
 consideration received for the issuance of such additional shares would
 purchase at such current market price per share of Common Stock, and the
 denominator of which shall be the number of shares of Common Stock outstanding
 immediately after the issuance of such additional shares or (ii) in the event
 the Offering Price is equal to or higher than the current market price per
 share but less than the Conversion Price, the price determined by multiplying
 the Conversion Price in effect immediately prior to the date of issuance by a
 fraction, the numerator of which shall be the number of shares of Common Stock
 outstanding immediately prior to the issuance of such additional shares and the
 number of shares of Common Stock which the aggregate consideration received for
 the issuance of such additional shares would purchase at the Conversion Price
 in effect immediately prior to the date of such issuance, and the denominator
 of which shall be the number of shares of Common Stock outstanding immediately
 after the issuance of such additional shares. Such adjustment shall be made
 successively whenever such an issuance is made.


                  e. Subject to the provisions of Section (i) below, in case the
Corporation shall hereafter issue any securities convertible into or
exchangeable for its Common Stock (excluding securities issued in transactions
described in Subsections (b) and (c) above) for a consideration per share of
Common Stock (the "Exchange Price") initially deliverable upon conversion or
exchange of such securities (determined as provided in Subsection (g) below)
less than the current market price in effect immediately prior to the issuance
of such, or less than the Conversion Price, the Conversion Price shall be
adjusted immediately thereafter so that it shall equal the lower of (i) the
price determined by multiplying the Conversion Price in effect immediately prior
thereto by a fraction, the numerator of which shall be the sum of the number of
shares of Common Stock outstanding immediately prior to the issuance of such
securities and the number of shares of Common Stock which the aggregate
consideration received for such securities would purchase at such current market
price per share of Common Stock, and the denominator of which shall be the sum
of the number of shares of Common Stock outstanding immediately prior to such
issuance and the maximum number of shares of Common Stock of the Corporation
deliverable upon conversion of or in exchange for such securities at the initial
conversion or exchange price or rate or (ii) in the event the Exchange Price is
equal to or higher than the current market price per share but less than the
Conversion Price, the price determined by multiplying the Conversion Price in
effect immediately prior to the date of issuance by a fraction, the numerator of
which shall be the sum of the number of shares outstanding immediately prior to
the issuance of such securities and the number of shares of Common Stock which
the aggregate consideration received for such securities would purchase at the
Conversion Price in effect immediately prior to the date of such issuance, and
the denominator of which shall be the sum of the number of shares of Common
Stock outstanding immediately prior to the issuance of such securities and the
maximum number of shares of Common Stock of the Corporation deliverable upon
conversion of or in exchange for such securities at the initial conversion or
exchange price or rate. Such adjustment shall be made successively whenever such
an issuance is made.

                  f. Whenever the Conversion Price payable upon conversion of
Preferred Stock is adjusted pursuant to Subsections (a), (b), (c), (d) and (e)
above and (i) below, the number of shares of Common Stock issuable upon
conversion of Preferred Stock shall simultaneously be adjusted by multiplying
the number of shares of Common Stock initially issuable upon conversion of
Preferred Stock by the Conversion Price in effect on the date hereof and
dividing the product so obtained by the Conversion Price, as adjusted.

                  g. For purposes of any computation respecting consideration
received pursuant to Subsections (d) and (e) above, the following shall apply:



                                       6




                           (i) in the case of the issuance of shares of Common
Stock for cash, the consideration shall be the amount of such cash, provided
that in no case shall any deduction be made for any commissions, discounts or
other expenses incurred by the Corporation for any underwriting of the issue or
otherwise in connection therewith;

                           (ii) in the case of the issuance of shares of Common
Stock for a consideration in whole or in part other than cash, the consideration
other than cash shall be deemed to be the fair market value thereof as
determined in good faith by the Board of Directors of the Corporation
(irrespective of the accounting treatment thereof), whose determination shall be
conclusive; and

                           (iii) in the case of the issuance of securities
convertible into or exchangeable for shares of Common Stock, the aggregate
consideration received therefor shall be deemed to be the consideration received
by the Corporation for the issuance of such securities plus the additional
minimum consideration, if any, to be received by the Corporation upon the
conversion or exchange thereof (the consideration in each case to be determined
in the same manner as provided in clauses (i) and (ii) of this Subsection (g)).

                  h. For the purpose of any computation under Subsections (b),
(c), (d) and (e) above, the current market price per share of Common Stock at
any date shall be determined in the manner set forth in Section 10 below.

                  i. Notwithstanding the provisions of this Section 6, in the
event that the Corporation issues securities under Subsections (b), (d) or (e),
prior to the date which is sixty (60) days after the expiration of any lock-up
agreement entered into by the holders of Preferred Stock in connection with a
Qualified Public Offering, having a Purchase Price, Offering Price or Exchange
Price less than the Conversion Price, then the Conversion Price shall be
immediately reset to equal such lower Purchase Price, Offering Price or Exchange
Price.

                  j. No adjustment in the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at least Five
Cents ($0.05) in such price; provided that any adjustments which by reason of
this Subsection (j) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment required to be made hereunder.
All calculations under this Section 6 shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be. Anything in this
Section 6 to the contrary notwithstanding, the Corporation shall be entitled,
but shall not be required, to make such changes in the Conversion Price, in
addition to those required by this Section 6, as it shall determine, in its sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock, or any subdivision, reclassification or combination of Common
Stock, hereafter made by the Corporation shall not result in any Federal Income
tax liability to the holders of Common Stock or securities convertible into
Common Stock.

                  k. Whenever the Conversion Price is adjusted, as herein
provided, the Corporation shall promptly but no later than ten (10) days after
any request for such an adjustment by the holder, cause a notice setting forth
the adjusted Conversion Price and adjusted number of Shares issuable upon
conversion of Preferred Stock, and, if requested, information describing the
transactions giving rise to such adjustments, to be mailed to the holders at
their last addresses appearing on the Corporation's records, and shall cause a
certified copy thereof to be mailed to its transfer agent, if any. The
Corporation may retain a firm of independent certified public accountants
selected by the Board of Directors (who may be the regular accountants employed
by the Corporation) to make any computation required by this Section 6, and a
certificate signed by such firm shall be conclusive evidence of the correctness
of such adjustment.

                  l. In the event that at any time, as a result of an adjustment
made pursuant to



                                       7




Subsection (a) above, the holder of Preferred Stock thereafter shall become
entitled to receive any shares of the Corporation, other than Common Stock,
thereafter the number of such other shares so receivable upon conversion of
Preferred Stock shall be subject to adjustment from time to time in a manner
and on terms as nearly equivalent as practicable to the provisions with respect
to the Common Stock contained in Subsections (a) to (j), inclusive above.


                  m. Irrespective of any adjustments in the Conversion Price or
the number or kind of shares purchasable upon conversion of Preferred Stock,
Preferred Stock theretofore or thereafter issued may continue to express the
same price and number and kind of shares as are stated in the similar Preferred
Stock initially issuable pursuant to this Certificate of Designation.

         7.       Reservation of Shares; Costs; Approvals.

                  a. Reservation of Shares. The Corporation shall reserve at all
times so long as any shares of Preferred Stock remain outstanding, free from
preemptive rights, out of its treasury stock (if applicable) or its authorized
but unissued shares of Common Stock, or both, solely for the purpose of
effecting the conversion of the shares of Preferred Stock, sufficient shares of
Common Stock to provide for the conversion of all outstanding shares of
Preferred Stock. All shares of Common Stock which may be issued upon conversion
of the shares of Preferred Stock will upon issuance by the Corporation be duly
and validly issued, fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issuance thereof, and the Corporation shall take
no action which will cause a contrary result (including without limitation, any
action which would cause the Conversion Price to be less than the par value, if
any, of the Common Stock).

                  b. Costs. The Corporation shall pay all documentary, stamp,
transfer or other transactional taxes attributable to the issuance or delivery
of shares of Common Stock upon conversion of any shares of Preferred Stock;
provided that the Corporation shall not be required to pay any taxes which may
be payable in respect of any transfer involved in the issuance or delivery of
any certificate for such shares in a name other than that of the holder of the
shares of Preferred Stock in respect of which such shares are being issued.

                  c. Approvals. If any shares of Common Stock to be reserved for
the purpose of conversion of shares of Preferred Stock require registration with
or approval of any governmental authority under any Federal or state law before
such shares may be validly issued or delivered upon conversion, then the
Corporation will in good faith and as expeditiously as possible endeavor to
secure such registration or approval, as the case may be. If, and so long as,
any Common Stock into which the shares of Preferred Stock are then convertible
is listed on any national securities exchange, the Corporation will, if
permitted by the rules of such exchange, list and keep listed on such exchange,
upon official notice of issuance, all shares of such Common Stock issuable upon
conversion.

         8.       Voting Rights.

                  a. The holders of the issued and outstanding shares of
Preferred Stock shall have no voting rights except as set forth herein and as
required by law; provided that the Corporation may, without the vote or consent
of any holders of the Preferred Stock, file a Certificate of Designation or
similar instrument to issue preferred stock of the Corporation which is Junior
Stock.

                  b. Except as otherwise required by law or as provided herein
and subject to the rights of any class or series of capital stock of the
Corporation that hereafter may be issued in compliance with the terms of this
Certificate of Designation or Section 8(c) hereof, the holders of shares of
Preferred Stock shall be entitled to vote upon all matters upon which holders of
the Common Stock have the right to vote, and shall


                                       8




 be entitled to the number of votes equal to the largest number of full shares
 of Common Stock into which such shares of Preferred Stock could be converted
 pursuant to the provisions of Section 5 hereof at the record date for the
 determination of the stockholders entitled to vote on such matters, or, if no
 such record date is established, at the date such vote is taken or any written
 consent of stockholders is solicited, such votes to be counted together with
 all other shares of capital stock having general voting powers and not
 separately as a class. In all cases where the holders of shares of Preferred
 Stock have the right to vote separately as a class, such holders shall be
 entitled to one vote for each such share held by them respectively.

                  c. In addition to the other voting rights provided,
notwithstanding anything to the contrary, at each annual meeting of the
stockholders of the Corporation, the holders of the Preferred Stock, voting as a
single class, shall be entitled to elect one (1) director, and the number of
directors constituting the board of directors shall be [eight (8)] directors.

                  d. Any director elected by the holders of the Preferred Stock
may be removed only by the vote or written consent of the holders of a majority
of the Preferred Stock, and any vacancy occurring by reason of such removal or
by reason of the death, resignation or inability to serve of any such director,
shall be filled by a vote or written consent of the holders of a majority of the
Preferred Stock. Any director so elected shall serve until his or her successor
is duly elected and qualified, or his or her earlier death, resignation or
removal by the holders of a majority of the Preferred Stock.

                  e. In addition to any other rights provided by law, so long as
any Preferred Stock is outstanding, the Corporation, without first obtaining the
affirmative vote or written consent of the holders of not less than one-third
(1/3) of such outstanding shares of Preferred Stock, will not:

                           (i) authorize or issue shares of any class or series
of stock not expressly authorized herein having any preference or priority as to
dividends, assets or other rights superior to or on a parity with any such
preference or priority of the Preferred Stock, or authorize or issue shares of
stock of any class or any bonds, debentures, notes or other obligations
convertible into or exchangeable for, or having option rights to purchase, any
shares of stock of the Corporation having any preference or priority as to
dividends, assets or other rights superior to or on a parity with any such
preference or priority of the Preferred Stock; or

                           (ii) reclassify any class or series of any Junior
Stock into Parity Stock or Senior Stock or reclassify any series of Parity Stock
into Senior Stock.

         9. Covenants. The Corporation covenants and agrees that, so long as any
Preferred Stock is outstanding, it will perform the obligations set forth in
this Section 9:

                  a. Taxes and Levies. The Corporation will promptly pay and
discharge all taxes, assessments, and governmental charges or levies imposed
upon the Corporation or upon its income and profits, or upon any of its
property, before the same shall become delinquent, as well as all claims for
labor, materials and supplies which, if unpaid, might become a lien or charge
upon such properties or any part thereof; provided that the Corporation shall
not be required to pay and discharge any such tax, assessment, charge, levy or
claim so long as the validity thereof shall be contested in good faith by
appropriate proceedings and the Corporation shall set aside on its books
adequate reserves in accordance with generally accepted accounting principles
("GAAP") with respect to any such tax, assessment, charge, levy or claim so
contested;

                  b. Maintenance of Existence. The Corporation will do or cause
to be done all things reasonably necessary to preserve and keep in full force
and effect its corporate existence, rights and franchises and comply with all
laws applicable to the Corporation, except where the failure to comply would not
have a material adverse effect on the Corporation;


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                  c. Maintenance of Property. The Corporation will at all times
maintain, preserve, protect and keep its property used or useful in the conduct
of its business in good repair, working order and conditions, and from time to
time make all needful and proper repairs, renewals, replacements and
improvements thereto as shall be reasonably required in the conduct of its
business;

                  d. Insurance. The Corporation will, to the extent necessary
for the operation of its business, keep adequately insured by financially sound
reputable insurers, all property of a character usually insured by similar
corporations and carry such other insurance as is usually carried by similar
corporations;

                  e. Books and Records. The Corporation will at all times keep
true and correct books, records and accounts reflecting all of its business
affairs and transactions in accordance with GAAP; and

                  f. Notice of Certain Events. The Corporation will give prompt
written notice (with a reasonable description in reasonable detail) to the
holders of the Preferred Stock in the event the Corporation shall:

                           (i) become insolvent or generally fail or be unable
to pay, or admit in writing its inability to pay, its debts as they become due;

                           (ii) apply for, consent to, or acquiesce in, the
appointment of a trustee, receiver, sequestrator or other custodian for the
Corporation or any of its property, or make a general assignment for the benefit
of creditors;

                           (iii) in the absence of such application, consent to
or acquiesce in, permit or suffer to exist the appointment of a trustee,
receiver, sequestrator or other custodian for the Corporation or for any part of
its property; or
                           (iv) permit or suffer to exist the commencement of
any bankruptcy, reorganization, debt arrangement or other case or proceeding
under any bankruptcy or insolvency law, or any dissolution, winding up or
liquidation proceeding, in respect of the Corporation, and, if such case or
proceeding is not commenced by the Corporation or controverted to a voluntary
case, such case or proceeding shall be consented to or acquiesced in by the
Corporation or shall result in the entry of an order for relief.

         10.      Fractional Shares.

                  a. If the number of shares of Common Stock issuable upon the
conversion of Preferred Stock is adjusted pursuant to Section 6 hereof, the
Corporation shall nevertheless not be required to issue fractions of shares,
upon conversion of the Preferred Stock or otherwise, or to distribute
certificates that evidence fractional shares. With respect to any fraction of a
share called for upon any conversion hereof, the Corporation shall pay to the
holder an amount in cash equal to such fraction multiplied by the current market
value of such fractional share, determined as follows:

                           (i) If the Common Stock is listed on a national
securities exchange or admitted to unlisted trading privileges on such exchange
or listed for trading on the Nasdaq National Market System ("NMS"), the current
market value shall be the average of the last reported sale prices of the Common
Stock on such exchange for the ten (10) trading days prior to the date of
conversion of Preferred Stock; provided that if no such sale is made on a day
within such period or no closing sale price is quoted, that day's market value
shall be the average of the closing bid and asked prices for such day on such
exchange or
system; or

                           (ii) If the Common Stock is listed in the
over-the-counter market (other than on NMS) or admitted to unlisted trading
privileges, the current market value shall be the mean of the average of the
last reported bid and asked prices reported by the National Quotation Bureau,
Inc. for the ten (10) trading days prior to the date of the conversion of the
Preferred Stock; or


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                           (iii) If the Common Stock is not so listed or
admitted to unlisted trading privileges and bid and asked prices are not so
reported, the current market value shall be an amount determined in a reasonable
manner by the Board of Directors of the Corporation.

         11. Exclusion of Other Rights. Except as may otherwise be required by
law, the shares of Preferred Stock shall not have any preferences or relative,
participating, optional or other special rights, other than those specifically
set forth in this resolution (as such resolution may be amended from time to
time) and in the Corporation's Certificate of Incorporation. The shares of
Preferred Stock shall have no preemptive or subscription rights.

         12. Headings of Subdivisions. The headings of the various subdivisions
hereof are for convenience of reference only and shall not affect the
interpretation of any of the provisions hereof.

         13. Modification of Agreement. The holders of Preferred Stock of the
Corporation may, by supplemental agreement, make changes or corrections in this
Certificate of Designation (i) that it shall deem appropriate to cure any
ambiguity or to correct any defective or inconsistent provision or manifest
mistake or error herein contained; (ii) to reflect an increase in the number of
Preferred Stock which are to be governed by this Certificate of Designation; or
(iii) that it may deem necessary or desirable and which shall not adversely
affect the interests of the holders of Preferred Stock; provided that this
Certificate of Designation shall not otherwise be modified, supplemented or
altered in any respect except with the consent in writing of the Corporation,
Commonwealth and a committee to be designated by Commonwealth whose members hold
in the aggregate not less than twenty percent (20%) of the outstanding principal
amount of the Preferred Stock; provided that no such amendment, modification or
waiver which would decrease the number of the securities issuable upon the
conversion of any Preferred Stock, or increase in the Conversion Price therefor
(other than as a result of the waiver or modification of any anti-dilution
provisions contained in Section 6 hereof), shall be made without the consent in
writing of the holders of not less than fifty percent (50%) of the outstanding
Preferred Stock.

         14. Severability of Provisions. If any right, preference or limitation
of the Preferred Stock set forth in this resolution (as such resolution may be
amended from time to time) is invalid, unlawful or incapable of being enforced
by reason of any rule of law or public policy, all other rights, preferences and
limitations set forth in this resolution (as so amended) which can be given
effect without the invalid, unlawful or unenforceable right, preference or
limitation shall, nevertheless, remain in full force and effect, and no right,
preference or limitation herein set forth shall be deemed dependent upon any
other such right, preference or limitation unless so expressed herein.

         15. Status of Reacquired Shares. Shares of Preferred Stock which have
been issued and reacquired in any manner shall (upon compliance with any
applicable provisions of the laws of the State of Delaware) have the status of
authorized and unissued shares of Preferred Stock issuable in series
undesignated as to series and may be redesignated and reissued.

         IN WITNESS WHEREOF, the Corporation, by the hands of the Chief
Executive Officer and Secretary, have caused their hands to be affixed to this
certificate on the day of_______, 2000 and affirm under penalty of perjury that
the statements contained herein are true and correct.




                                             By:--------------------------

                                             Steven L. Vanechanos, Jr.
                                             Chief Executive Officer

Attest:

- -----------------------------
Steve Vanechanos, Sr.
Secretary


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