CERTIFICATE OF DESIGNATION OF SERIES G

                           CONVERTIBLE PREFERRED STOCK

                                       OF

                             OBJECTSOFT CORPORATION

It is certified that:

A. The name of the corporation is ObjectSoft Corporation, a Delaware corporation
(hereinafter the "Company").

B. The certificate of incorporation of the Company,  as amended,  authorizes the
issuance of Five Million (5,000,000) shares of Preferred Stock, $.0001 par value
per share,  and  expressly  vests in the Board of  Directors  of the Company the
authority provided therein to issue all of said shares in one or more series and
by resolution or resolutions to establish the  designation and number and to fix
the relative rights and preferences of each series to be issued.

C. The Board of Directors of the Company,  pursuant to the  authority  expressly
vested in it, has adopted the following resolutions creating a class of Series G
Preferred Stock:

          RESOLVED,  that a portion of the Five Million  (5,000,000)  authorized
shares of  Preferred  Stock of the  Company  shall be  designated  as a separate
series possessing the rights and preferences set forth below:

          1. Designation and Amount.  The shares of such series shall have a par
value of $.0001 per share and shall be designated as "Series G Preferred  Stock"
(the  "Series G  Preferred  Stock")  and the number of shares  constituting  the
Series G Preferred Stock shall be 30,000.  The Series G Preferred Stock shall be
offered for sale at a purchase price of $100 per share (the "Purchase Price")

          2.  Dividends.  Subject to the rights of the holders of the  Company's
Series E  Convertible  Preferred  Stock  ("Series E  Preferred  Stock")  and the
Company's Series F Convertible Preferred Stock (the "Series F Preferred Stock"),
the  holders of the  outstanding  shares of Series G  Preferred  Stock  shall be
entitled to receive, when, as and if declared by the Board of Directors,  out of
funds legally available therefor,  dividends at an annual rate of six percent of
the Purchase  Price.  Such  dividends  shall be deemed to accrue on the Series G
Preferred Stock and be cumulative,  whether or not there are profits, surplus or
other funds of the Company legally  available for the payment of dividends.  All
dividends  declared upon the Series G Preferred Stock shall be declared pro rata
per share.  Subject to the rights of the holders of the Series E Preferred Stock
and the Series F Preferred  Stock, if there shall not have been a sum sufficient
for the payment  therefor set apart,  the deficiency  shall first be paid before
any dividend

<PAGE>

or other  distribution  shall be paid or declared  and set apart with respect to
any other class of the Company's  capital stock,  now or hereafter  outstanding.
All  accrued  dividends  shall be  immediately  due and payable on the date such
shares of Series G Preferred  Stock are  converted  into shares of Common Stock,
par value $.0001 per share ("Common Stock") in accordance with Section 5 hereof,
or are redeemed in  accordance  with Section 6 hereof.  Dividends may be paid in
cash or additional  registered shares of Common Stock of the Company,  as may be
determined, from time to time, in the sole discretion of the Board of Directors.
The Company shall not be required to pay any dividends on the outstanding shares
of the Series G Preferred Stock prior to the Conversion  Date and/or  Redemption
Date (as defined below) for such shares.

          For  purposes  of  this  Certificate,  unless  the  context  otherwise
requires,  "distribution"  shall mean the  transfer of cash or property  without
consideration,  whether by way of dividend or  otherwise,  payable other than in
shares  of  Common  Stock or other  equity  securities  of the  Company,  or the
purchase or redemption  of shares of Common Stock or other equity  securities of
the Company (other than  redemptions set forth in Section 6 below or repurchases
of Common Stock or other equity  securities  held by employees or consultants of
the  Company  upon  termination  of their  employment  or  services  pursuant to
agreements  providing for such  repurchase)  for cash or property  payable other
than in shares of Common Stock or other equity securities of the Company.

          3. Liquidation, Dissolution or Winding Up
             --------------------------------------

          (a) Treatment at Liquidation,  Dissolution or Winding Up. In the event
of any liquidation,  dissolution or winding up of the Company, whether voluntary
or involuntary, before any distribution may be made with respect to Common Stock
or any other  series of capital  stock  (except  with  respect to holders of the
Company's Series E Preferred Stock and Series F Preferred Stock which shall have
senior  liquidation  preferences  to holders of the Series G  Preferred  Stock),
holders of each share of Series G  Preferred  Stock shall be entitled to be paid
out of the assets of the Company  available for  distribution  to holders of the
Company's  capital  stock of all  classes,  whether  such  assets  are  capital,
surplus, or capital earnings,  such amount per share of Series G Preferred Stock
as would have been payable had each such share been  converted into Common Stock
immediately  prior to such  event of  liquidation,  dissolution  or  winding  up
pursuant  to  the  provisions  of  Section  5 plus  all  accrued  dividends  and
liquidated damages, if any (collectively, the "Liquidation Amount").

          (b) If the assets of the Company  available  for  distribution  to its
shareholders  shall be  insufficient  to pay the  holders  of shares of Series G
Preferred Stock the full amount of the Liquidation Amount to which they shall be
entitled,  the holders of shares of Series G Preferred Stock shall share ratably
in any  distribution  of assets  according to the amounts which would be payable
with  respect to the shares of Series G  Preferred  Stock held by them upon such
distribution if all amounts payable on or which respect to said shares were paid
in full.


                                      -2-
<PAGE>

          (c) After the payment of the  Liquidation  Amount shall have been made
in full to the  holders  of the  Series G  Preferred  Stock or in the  event the
holders cannot be located by the Company funds  necessary for such payment shall
have been set aside by the  Company  in trust for the  account of holders of the
Series G Preferred Stock so as to be available for such payments, the holders of
the Series G Preferred  Stock shall be entitled to no further  participation  in
the  distribution of the assets of the Company,  and the remaining assets of the
Company  legally  available  for  distribution  to  its  shareholders  shall  be
distributed  among the holders of other  classes of securities of the Company in
accordance with their respective terms.

          (d) The holders of Series G Preferred  Stock shall have no priority or
preference with respect to distributions  made by the Company in connection with
the  repurchase  of  shares  of Common  Stock  issued  to or held by  employees,
directors  or  consultants  upon  termination  of their  employment  or services
pursuant to agreements  providing for the right of said  repurchase  between the
Company and such persons.

     4. Voting  Rights.  Except as otherwise  required by law, and except as set
forth in Section 8 of this Certificate,  the holders of Series G Preferred Stock
shall not be  entitled  to vote upon any  matter  relating  to the  business  or
affairs of the Company or for any other purpose.

     5.  Conversion  Rights for the Series G  Preferred  Stock.  The  holders of
Series G Preferred  Stock shall have conversion  rights as follows  ("Conversion
Rights"):

          (a) Right to  Convert.  No shares of Series G  Preferred  Stock may be
converted prior to the date (the "First  Conversion  Date") which is the earlier
of (i) the effective date of the registration  statement  covering the resale of
the shares of Common Stock  issuable  upon  conversion of the Series G Preferred
Stock,  and (ii) the  ninetieth  day after the date of the first  closing of the
issuance  of the Series G  Preferred  Stock  (the  "Closing  Date").  During the
thirty-day period beginning on the First Conversion Date, up to one-third of the
aggregate  number of shares of Series G Preferred  Stock then  outstanding  (and
which are issued  during  such  period) may be  converted,  at the option of the
holders thereof,  and during each thirty-day  period  thereafter,  an additional
one-third of the  aggregate  number of shares of Series G Preferred  Stock which
were outstanding on the First Conversion Date (plus any shares which were issued
thereafter) may be converted, on a cumulative (by taking into account the number
of  unconverted  shares of Preferred  Stock which were permitted to be converted
during the prior  thirty-day  periods) and pro rata basis,  at the option of the
holders thereof, subject to Section 6 hereof.

          (b)  Conversion  Rate.  Each share of Series G Preferred  Stock may be
converted  into the number of  fully-paid  and  non-assessable  shares of Common
Stock  of the  Company  calculated  in  accordance  with the  following  formula
("Conversion Rate"):

     The  number of shares  issuable  upon  conversion  of one share of Series G
Preferred  Stock shall be  determined  by  dividing  the  Purchase  Price by the
Conversion Price, where:

                                      -3-
<PAGE>

              (i) The Purchase Price is defined in Section 1 hereof;

              (ii) the Conversion Price equals the lesser of (x) the Closing Bid
Price,  as that term is defined  below,  of the Common  Stock on the trading day
immediately  preceding  the Closing  Date,  or (y) the average of the two lowest
Closing Bid Prices of the Common Stock during the twenty (20) day trading period
immediately  preceding the  Conversion  Date,  as defined  below (the  "Lookback
Period"); provided, however, that, the Lookback Period shall be increased by two
(2) trading  days on the last  trading day of each month,  starting on the first
day of the fourth (4th) month from the Closing  Date until the  Lookback  Period
equals a maximum of thirty (30)  trading  days.  The  Conversion  Price shall be
subject to appropriate adjustments in the event of a stock split or other events
as set forth in the Section 5(d).

              (iii) for purposes hereof, the term "Closing Bid Price" shall mean
for any security as of any date, the last closing bid price for such security on
the Nasdaq Stock Market as reported by Bloomberg,  L.P., or, if the Nasdaq Stock
Market is not the principal  trading market for such security,  the last closing
bid price of such  security  on the  principal  securities  exchange  or trading
market where such security is listed or traded as reported by  Bloomberg,  L.P.,
or if the foregoing do not apply, the last closing bid price of such security in
the  over-the-counter  market  on the OTC  Electronic  Bulletin  Board  for such
security as reported by Bloomberg, L.P., or the last closing trade price of such
security as reported by  Bloomberg,  L.P.,  or, if no last  closing bid or trade
price is reported for such  security by Bloomberg,  L.P.,  the closing bid price
shall be  determined  by  reference  to the closing bid price as reported on the
principal  trading  market,  and if not so reported shall be determined from the
average of the bid prices of any market  makers for such security as reported in
the "pink  sheets"  published  by the  National  Quotation  Bureau,  Inc. If the
closing bid price cannot be calculated  for such security on such date on any of
the foregoing  bases,  the closing bid price of such security on such date shall
be the fair market  value as  mutually  agreed by the Company and the holders of
two thirds of the outstanding shares of Series G Preferred Stock.

          (c)  Forced  Conversion.  In the event  the  holders  of the  Series G
Preferred Stock have not exercised the Conversion Rights set forth herein within
two  years  after  the  Closing  Date,  the  Series  G  Preferred   Stock  shall
automatically  be  converted  as if the holder had  exercised  their  Conversion
Rights.

          (d) Capital  Reorganization or  Reclassification.  If the Common Stock
issuable upon the  conversion  of the Series G Preferred  Stock shall be changed
into the same or  different  number of shares of any class or  classes of stock,
whether by capital  reorganization,  reclassification,  subdivision stock split,
stock dividend,  reverse stock split,  combination of shares,  or similar event,
then and in each such  event,  the  holder of each  share of Series G  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
capital reorganization, reclassification or other change which such holder would
have  received  had its  shares  of  Series


                                      -4-
<PAGE>

G  Preferred   Stock  been   converted   immediately   prior  to  such   capital
reorganization, reclassification or other change.

          (e) Capital  Reorganization,  Merger or Sale of Assets. If at any time
or from time to time there shall be a capital reorganization of the Common Stock
(other  than a  reclassification,  subdivision,  stock  split,  stock  dividend,
reverse stock split,  combination,  or other event  provided for in Section 5(d)
above),  or a  merger  or  consolidation  of the  Company  with or into  another
corporation, or the sale of all or substantially all of the Company's properties
and/or  assets to any other  person  or  entity  (any of which  events is herein
referred  to as a  "Reorganization"),  then as a part  of  such  Reorganization,
provision  shall be made so that the  holders  of the Series G  Preferred  Stock
shall  thereafter  be  entitled  to  receive  upon  conversion  of the  Series G
Preferred  Stock,  the number of shares of stock or other securities or property
of  the  Company,   or  of  the  successor   corporation   resulting  from  such
Reorganization, to which such holder would have been entitled if such holder had
converted  its  shares of Series G  Preferred  Stock  immediately  prior to such
Reorganization.  In any such case,  appropriate  adjustment shall be made in the
application  of the  provisions  of this Section 5 with respect to the rights of
the holders of the Series G Preferred Stock after the Reorganization, to the end
that the  provisions  of this Section 5 (including  adjustment  of the number of
shares  issuable  upon  conversion  of the Series G  Preferred  Stock)  shall be
applicable  after  that  event  in as  nearly  equivalent  a  manner  as  may be
practicable.

          (f)  Certificate  as to  Adjustments;  Notice  by  Company.  Upon  the
occurrence of each  adjustment or  readjustment  of the Conversion  Price of the
Series G Preferred  Stock, the Company,  at its expense,  shall promptly compute
such  adjustment or readjustment in accordance with the terms hereof and prepare
and  furnish  to each  holder of such  Series G  Preferred  Stock a  certificate
executed by the  president and chief  financial  officer (or in the absence of a
person  designated as the chief  financial  officer,  by the treasurer)  setting
forth such adjustment or readjustment and showing in detail the facts upon which
such  adjustment or  readjustment  are based.  The Company  shall,  upon written
request at any time of any holder of Series G Preferred Stock,  furnish or cause
to be furnished to such holder a certificate  setting  forth (A) the  Conversion
Price at the time in effect,  and (B) 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 a share of Series G Preferred Stock.

          (g) Exercise of Conversion Rights. Holders of Series G Preferred Stock
may exercise their right to convert the Series G Preferred  Stock by telecopying
an executed and completed Notice of Conversion to the Company and delivering the
original  Notice of Conversion in the form annexed  hereto as Exhibit A ("Notice
of Conversion") and the certificate representing the Series G Preferred Stock by
express  courier.  Each  business  date  on  which a  Notice  of  Conversion  is
telecopied  to and  received by the Company in  accordance  with the  provisions
hereof shall be deemed a  "Conversion  Date." Such holders of Series G Preferred
Stock which have sent a Notice of  Conversion  to the Company  shall deliver the
originally  executed Series G Preferred Stock certificates to the Company within
three  business days from


                                      -5-
<PAGE>

the Conversion  Date. The Company will transmit,  or instruct its transfer agent
to transmit, the certificates  representing shares of Common Stock issuable upon
conversion of any share of Series G Preferred  Stock (the  "Conversion  Shares")
(together with the certificates representing the Series G Preferred Stock not so
converted) to the holder thereof via express courier,  by electronic transfer or
otherwise,  within  three  business  days after the  Company  has  received  the
original Notice of Conversion and Series G Preferred Stock  certificate being so
converted.  In  addition to any other  remedies  which may be  available  to the
holders of shares of Series G  Preferred  Stock,  in the event that the  Company
fails to  deliver,  or has  failed to  contact  its  transfer  agent  within two
business days to deliver, such shares of Common Stock within such three business
day  period,  the  holder  will be  entitled  to revoke the  relevant  Notice of
Conversion  by  delivering a notice to such effect to the Company  whereupon the
Company  and the holder  shall each be restored  to their  respective  positions
immediately  prior to  delivery  of such  Notice of  Conversion.  The  Notice of
Conversion and Series G Preferred Stock certificates representing the portion of
the Series G Preferred Stock converted shall be delivered as follows:

         To the Company:   ObjectSoft Corporation
                           Continental Plaza III
                           433 Hackensack Avenue
                           Hackensack,  New Jersey 07601

                    Fax:   (201) 343-0056

     In the event that the  Conversion  Shares are not delivered by the Company,
within three  business days of receipt by the Company of the original  Notice of
Conversion and the Series G Preferred Stock  certificates  to be converted,  the
Company shall pay to the holders thereof,  in immediately  available funds, upon
demand,  as liquidated  damages for such failure and not as a penalty,  for each
$100,000 of Series G Preferred Stock sought to be converted,  $1,000 for each of
the first ten days and $2,000 per day thereafter that the Conversion  Shares are
not delivered,  which liquidated  damages shall run from the fourth business day
after the Conversion Date provided that the Company shall not be responsible for
or required to pay such liquidated damages if such failure to deliver or convert
was not caused by any  actions  or  omissions  of the  Company or counsel to the
Company.  Any and all  payments  required  pursuant to this  paragraph  shall be
payable in cash.

          (h) Lost or  Stolen  Certificates.  Upon  receipt  by the  Company  of
evidence of the loss, theft, destruction or mutilation of any Series G Preferred
Stock  certificate(s),  and (in the  case of  loss,  theft  or  destruction)  of
indemnity  or security  reasonably  satisfactory  to the  Company,  and upon the
cancellation of the Series G Preferred Stock certificate(s),  if mutilated,  the
Company shall execute and deliver new  certificates for Series G Preferred Stock
of like tenure and date. However,  the Company shall not be obligated to reissue
such lost or stolen  certificates  for shares of Series G Preferred Stock if the
holder contemporaneously requests the Company to convert such Series G Preferred
Stock into Common Stock.


                                      -6-
<PAGE>

          (i) Fractional  Shares. No shares of Common Stock shall be issued upon
conversion  of shares of Series G  Preferred  Stock.  In lieu of any  fractional
share to which the holder  would be  entitled  for this  paragraph,  the Company
shall pay cash in an amount equal to the same fraction of the  Conversion  Price
of one share of Common Stock

          (j) Partial Conversion. In the event some but not all of the shares of
Series  G  Preferred   Stock   represented  by  a  certificate  or  certificates
surrendered by a holder are converted,  the Company shall execute and deliver to
or to the order of the holder, at the expense of the Company,  a new certificate
representing  the number of shares of Series G  Preferred  Stock  which were not
converted.

          (k)  Reservation  of  Common  Stock.  The  Company  shall at all times
reserve and keep available out of its  authorized but unissued  shares of Common
Stock,  solely for the purpose of effecting the  conversion of the shares of the
Series G Preferred  Stock,  such  number of its shares of Common  Stock as shall
from time to time be sufficient or as may be available to effect the  conversion
of all outstanding  shares of the Series G Preferred  Stock,  and if at any time
the  number of  authorized  but  unissued  shares of Common  Stock  shall not be
sufficient to effect the  conversion of all the then  outstanding  shares of the
Series G Preferred  Stock,  the Company  shall use its best efforts to take such
corporate  action as may be necessary to increase  its  authorized  but unissued
shares of Common Stock to such number of shares as shall be sufficient  for such
purpose.

     6. Redemption.

          (a) The Company may redeem any or all of the outstanding shares of the
Series G Preferred Stock on any date (the "Redemption Date") set by the Board of
Directors  of the  Company  for such  redemption  at any time at the  Redemption
Price,  as that term is  defined  below,  for each  share of Series G  Preferred
Stock,  to be paid in cash on the  Redemption  Date,  provided,  that (except as
hereinafter  provided) the Company shall not send a Redemption  Notice,  as that
term is defined below, to any of the holders of Series G Preferred Stock, unless
it has good and clear funds,  for payment of the Redemption Price for the shares
of Series G Preferred Stock it intends to redeem,  in a bank account  controlled
by the Company, and provided further,  however, that in the event the redemption
is to be made  simultaneously  with  the  closing  of a public  offering  of the
Company,  then the Company may send a Redemption Notice even if it does not have
such good and clear funds, but not earlier than on the day prior to the date the
public offering is priced.

          (b) The Redemption Price shall be calculated as follows:

              (i) if the Redemption Date occurs  seventy-five days or less after
the Closing Date, the  Redemption  Price shall be an amount equal to 108% of the
Purchase  Price,  plus an amount  equal to all  accrued  but  unpaid  dividends,
whether or not declared, to but excluding the Redemption Date;


                                      -7-
<PAGE>

              (ii) if the Redemption Date occurs more than seventy-five days but
not more than one  hundred and  thirty-five  days after the  Closing  Date,  the
Redemption Price shall be an amount equal to 113% of the Purchase Price, plus an
amount equal to all accrued but unpaid  dividends,  whether or not declared,  to
but excluding the Redemption Date;

              (iii) if the  Redemption  Date  occurs  more than one  hundred and
thirty-five days but not more than one hundred and eighty days after the Closing
Date,  the  Redemption  Price shall be an amount  equal to 118% of the  Purchase
Price, plus an amount equal to all accrued but unpaid dividends,  whether or not
declared, to but excluding the Redemption Date;

              (iv) if the  Redemption  Date  occurs  more than one  hundred  and
eighty  days after the Closing  Date,  the  Redemption  Price shall be an amount
equal to the greater of (x) 118% of the Purchase Price,  plus an amount equal to
all accrued but unpaid dividends,  whether or not declared, to but excluding the
Redemption Date or (y) the Full Economic  Benefit (as hereinafter  defined) that
the holders of the Series G Preferred Stock would derive from  exercising  their
Conversion  Right and  selling  the Common  Stock on the date of the  Redemption
Notice.  For the purposes of this  Certificate  of  Designation,  the term "Full
Economic  Benefit"  shall mean an amount equal to the number of shares  issuable
upon  conversion  of such shares of Series G Preferred  Stock on the  Redemption
Date  multiplied by the average  Closing Bid Price of the Common Stock,  for the
last five trading days immediately prior to the Redemption Date;

          (c) The  Redemption  Price shall be payable in cash. If fewer than all
of the outstanding  shares of Series G Preferred  Stock are to be redeemed,  the
redemption  shall be pro rata among the holders of the Series G Preferred  Stock
based upon the number of shares  held by such  holders and subject to such other
provisions as may be determined by the Board of Directors of the Company.

          (d) Five days prior to the Redemption Date, the Company shall send, by
facsimile  transmission and by first class mail,  postage prepaid, a notice (the
"Redemption  Notice") to each holder of Series G Preferred  Stock,  which notice
shall contain all instructions and materials necessary to enable such holders to
tender Series G Preferred  Stock pursuant to the  redemption.  Such notice shall
(i) state that a redemption is being effected, (ii) specify the Redemption Date,
(iii) state that  holders  will be  required to  surrender  the  certificate  or
certificates  representing such shares,  properly endorsed, in the manner and at
the place specified in the notice prior to the close of business on the business
day prior to the  Redemption  Date,  (iv) state that holders may convert up to a
maximum of 20% of their shares of Series G Preferred Stock into shares of Common
Stock,  provided  that,  the Company  receives the Notice of  Conversion  within
twenty-four  hours  from the time the  Redemption  Notice was  received  by such
holder and that all other  shares  shall be deemed to have been  redeemed by the
Company on the  Redemption  Date at the  Redemption  Price plus all  accrued but
unpaid  dividends  whether or not  declared.  In the event the Company  fails to
deliver the Redemption  Price plus accrued and unpaid dividends on or before (i)
six days  after  the date of the  Redemption  Notice  or (ii) in the  event  the


                                      -8-
<PAGE>

redemption is made  simultaneously  with the closing of a public offering of the
Company, six days after the closing date of such public offering, the Redemption
Notice shall be null and void and the Company  will  relinquish  its  Redemption
rights provided by this section.

          (e) On the Redemption Date, unless the Company defaults in the payment
for the shares of Series G Preferred Stock tendered  pursuant to the redemption,
dividends  will cease to accrue with respect to the shares of Series G Preferred
Stock  tendered.  All rights of holders of such tendered  shares will terminate,
except for the right to receive payment therefor, on the Redemption Date.

          (f) After receipt of the  Redemption  Notice,  the holders of Series G
Preferred  Stock may convert up to a maximum of 20% of their  shares of Series G
Preferred Stock into shares of Common Stock,  provided that the Company receives
the Notice of Conversion  within  twenty-four hours from the time the Redemption
Notice was received by such holder.

          (g) The Company  may, at its option,  at any time after the mailing of
the  Redemption  Notice  pursuant to Section 6 (d) above,  deposit the aggregate
amount  payable upon  redemption of the Series G Preferred  Stock with a bank or
trust company (the  "Depositary")  having its principal  office in New York, New
York,  and  having a combined  capital  and  surplus  (as shown by its then most
recently published financial statement) of at least $200,000,000,  designated by
the Board of Directors of the Company, to be held in trust by the Depositary for
payment to the  holders of the shares to be  redeemed.  Upon such  deposit,  the
Company  shall  be  released  and  discharged  from  any  obligation  to pay the
Redemption  Price of the shares to be  redeemed,  and the  holders of the shares
instead shall have the right to receive from the  Depositary  only, and not from
the Company,  the amount  payable upon  redemption of the shares on surrender to
the  Depositary  of the  certificates  representing  the  shares.  Any  money so
deposited  with the  Depositary  that is not  claimed  after  one year  from the
Redemption Date shall be repaid to the Company by the Depositary on demand,  and
the holder of any of the shares  shall  thereafter  look only to the Company for
any payment to which the holder may be entitled.  Any interest  which accrues on
money  deposited  with the  Depositary  shall belong to the Company and shall be
paid to the Company from time to time by the Depositary.

          (h) Any Series G Preferred  Stock redeemed or purchased by the Company
shall be canceled and shall have the status of authorized and unissued shares of
preferred stock, without designation as to class or series.

     7. No Reissuance of Series G Preferred Stock. Any share or shares of Series
G Preferred  Stock  acquired by the Company by reason of  redemption,  purchase,
conversion  or  otherwise  shall be  canceled,  shall  return  to the  status of
authorized but unissued  preferred stock of no designated  series, and shall not
be reissuable by the Company as Series G Preferred Stock.


                                      -9-
<PAGE>

     8. Restrictions and Limitations

          (a) Amendments to Charter. The Company shall not amend its certificate
of  incorporation  without the approval by the holders of at least a majority of
the then outstanding shares of Series G Preferred Stock if such amendment would:

               (i) change the relative seniority rights of the holders of Series
G Preferred  Stock as to the payment of  dividends in relation to the holders of
any other capital  stock of the Company,  or create any other class or series of
capital  stock  entitled to seniority as to the payment of dividends in relation
to the holders of Series G Preferred Stock;

               (ii)  reduce  the  amount  payable  to the  holders  of  Series G
Preferred  Stock upon the voluntary or involuntary  liquidation,  dissolution or
winding up of the Company,  or change the relative  seniority of the liquidation
preferences  of the  holders  of Series G  Preferred  Stock to the  rights  upon
liquidation of the holders of other capital stock of the Company,  or change the
dividend rights of the holders of Series G Preferred Stock;

               (iii)  cancel or modify the  conversion  rights of the holders of
Series G Preferred Stock provided for in Section 5 herein; or

               (iv)  cancel or modify the rights of the  holders of the Series G
Preferred Stock provided for in this Section 8.

     9. Notices of Record Date. In the event of:

          (a) any taking by the  Company 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  or  other  distribution,  or any  right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

          (b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company, any merger of the Company,
or any transfer of all or substantially  all of the assets of the Company to any
other corporation, or any other entity or person, or

          (c) any voluntary or involuntary  dissolution,  liquidation or winding
up of the Company,  then and in each such event the Company  shall mail or cause
to be mailed to each holder of Series G Preferred Stock a notice specifying:

              (i) the  date on  which  any such  record  is to be taken  for the
purpose  of such  dividend,  distribution  or right  and a  description  of such
dividend, distribution or right;


                                      -10-
<PAGE>

              (ii) the date on which any such reorganization,  reclassification,
recapitalization,transfer,  merger,  dissolution,  liquidation  or winding up is
expected to become effective; and

              (iii)  the  time,  if any,  that is to be  fixed,  as to when  the
holders of record of Common  Stock (or other  securities)  shall be  entitled to
exchange  their shares of Common Stock (or other  securities)  for securities or
other  property   deliverable   upon  such   reorganization,   reclassification,
recapitalization, transfer, merger, dissolution, liquidation or winding up. Such
notice  shall be mailed at least ten days  prior to the date  specified  in such
notice on which such action is to be taken.

     10.  Certificate  of  Incorporation.   The  statements   contained  in  the
foregoing,  creating and  designating the said Series G issue of Preferred Stock
and  fixing  the   number,   powers,   preferences   and   relative,   optional,
participating, and other special rights and the qualifications,  limitations and
restrictions  shall,  upon the  effective  date of said series,  be deemed to be
included in and be a part of the  Certificate  of  Incorporation  of the Company
pursuant to the  provisions  of Sections 104 and 151 of the General  Corporation
Law of the State of Delaware.

     11. Limitation on Number of Conversion Shares.

          (a)  Notwithstanding any other provision herein, the Company shall not
be obligated to issue any shares of Common Stock upon conversion of the Series G
Preferred Stock if the issuance of such shares of Common Stock would exceed that
number of shares of Common Stock which the Company may issue upon  conversion of
the  Series G  Preferred  Stock  (the  "Exchange  Cap")  without  breaching  the
Company's  obligations  under the  rules and  regulations  of The  Nasdaq  Stock
Market,  Inc., except that such limitation shall not apply in the event that the
Company (a) obtains the approval of its  stockholders  as required by applicable
rules of The Nasdaq Sock Market,  Inc.,  for issuances of Common Stock in excess
of such  amount or (b) obtains a written  opinion  from  outside  counsel to the
Company that such  approval is not  required,  which opinion shall be reasonably
satisfactory  to the  holders of a majority  of the shares of Series G Preferred
Stock then outstanding;  provided, however, that notwithstanding anything herein
to the  contrary,  the Company  will issue such number of shares of Common Stock
issuable  upon  conversion  of the Series G Preferred  Stock at the then current
Conversion  Price up to the Exchange Cap. Until such approval or written opinion
is  obtained,  no holder of  Series G  Preferred  Stock  shall be  issued,  upon
conversion  of Series G  Preferred  Stock,  shares of Common  Stock in an amount
greater  than the product of (i) the Exchange  Cap amount  multiplied  by (ii) a
fraction,  the  numerator of which is the number of shares of Series G Preferred
Stock issued to such holder and the denominator of which is the aggregate amount
of all the shares of Series G Preferred  Stock  issued to all holders  (the "Cap
Allocation  Amount").  In the event that any holder of Series G Preferred  Stock
shall  convert all of such  holder's  shares of Series G Preferred  Stock into a
number of shares of Common  Stock  which,  in the  aggregate,  is less than such
holder's Cap Allocation  Amount,  then the difference  between such holder's Cap
Allocation  Amount and the number of shares of Common Stock  actually  issued to
such holder shall be allocated to the respective  Cap Allocation  Amounts of the
remaining  holders of Series G Preferred Stock on a

                                      -11-
<PAGE>

pro rata basis in proportion to the number of shares of Series  Preferred  Stock
then held by each such holder.

          (b) On each  Conversion  Date,  the  number of shares of Common  Stock
underlying  the  Series G  Preferred  Stock to be  issued  to each  holder  (not
including  the  outstanding  shares of Series G Preferred  Stock or the unissued
shares of Common Stock  underlying the Series G Preferred Stock not to be issued
on such Conversion  Date) will not exceed the number of such shares which,  when
aggregated  with all other  shares of Common  Stock then owned of record by such
holder or which such  holder may  acquire  within 60 days upon  exercise  of any
outstanding  options or warrants  of the  Company,  would  result in such holder
owning more than 4.99% of all of such Common  Stock as would be  outstanding  on
such  Conversion  Date (more than 9.99% with  respect to each holder which owned
more than  4.99% of the  outstanding  Common  Stock on the date of  filing  this
Certificate  of  Designation  with  the  Secretary  of  State  of the  State  of
Delaware). The foregoing limitation shall not apply in the event of an automatic
conversion pursuant to subparagraph 5(c).

     12. Ranking.

         The  Series  E  Preferred   Stock  and  the  Series  F Preferred Stock,
respectively,  shall, with respect to dividend rights and rights on liquidation,
winding up and  dissolution,  rank senior to any of the (i) Common  Stock,  (ii)
Series G  Preferred  Stock and  (iii) any other  class or series of stock of the
Company which by its terms ranks junior to the Series E Preferred  Stock and the
Series F Preferred Stock, respectively.




                                      -12-
<PAGE>

Signed and attested to on December 29, 1999.

                                                   /s/ George Febish
                                                   -----------------
                                                   George Febish, President

Attest:

 /s/ David E. Y. Sarna
 --------------------------------
      David E.Y. Sarna, Secretary
      Signed on December 29, 1999




                                      -13-
<PAGE>

                                                             EXHIBIT A


                              NOTICE OF CONVERSION

                (To be Executed by the Registered Holder in order
                    to Convert the Series G Preferred Stock)

The  undersigned  hereby  irrevocably  elects to convert  ___ shares of Series G
Preferred  Stock,  Certificate  No. ___ (the  "Preferred  Stock") into shares of
Common  Stock  of  OBJECTSOFT  CORPORATION  (the  "Company")  according  to  the
conditions hereof, as of the date written below.

The undersigned represents and warrants that

         (i)      All  offers  and  sales by the  undersigned  of the  shares of
                  Common Stock issuable to the  undersigned  upon  conversion of
                  the Series G Preferred  Stock shall be made in compliance with
                  Regulation D, pursuant to an exemption from registration under
                  the Securities Act of 1933, as amended (the "Securities Act"),
                  or  pursuant  to  registration  of the Common  Stock under the
                  Securities  Act,  subject  to  any  restrictions  on  sale  or
                  transfer  set  forth in the  purchase  agreement  between  the
                  Company and the original holder of the  Certificate  submitted
                  herewith for conversion.

         (ii)     Upon  conversion  pursuant to this Notice of  Conversion,  the
                  undersigned  will not own of record (within the meaning of the
                  Securities  Exchange Act of 1934, as amended) 4.99% or more of
                  the then issued and  outstanding  shares of the Company  (more
                  than 9.99% with  respect to each holder  which owned more than
                  4.99% of the  outstanding  common  stock of the Company on the
                  date of filing the  Certificate of Designation of the Series G
                  Preferred  Stock with the  Secretary  of State of the State of
                  Delaware).


         ----------------------------          ----------------------------
         Date of Conversion                    Applicable Conversion Price

         ----------------------------          ----------------------------
         Number of shares of Common Stock      $ Amount of Conversion
         issuable upon Conversion

         ----------------------------          ----------------------------
         Signature                             Name and Title


Address:                                       Delivery of Shares to: