Certificate of Designation of Series F
                           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 F
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 F Preferred Stock"
(the "Series F Preferred Stock") and the number of shares constituting the
Series F Preferred Stock shall be 25,000. The Series F 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"), the holders
of the outstanding shares of Series F 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 F
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 F Preferred Stock shall be declared pro rata
per share. Subject to the rights of the holders of the Series E 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 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
F 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

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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 F
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 which shall have senior
liquidation preferences to holders of the Series F Preferred Stock), holders of
each share of Series F 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 F 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 F
Preferred Stock the full amount of the Liquidation Amount to which they shall be
entitled, the holders of shares of Series F 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 F Preferred Stock held by them upon such
distribution if all amounts payable on or which respect to said shares were paid
in full.

                  (c) After the payment of the Liquidation Amount shall have
been made in full to the holders of the Series F 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 F Preferred Stock so as to be available for such payments, the
holders of the Series F 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.


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                  (d) The holders of Series F 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 F 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 F Preferred Stock. The holders of
Series F Preferred Stock shall have conversion rights as follows ("Conversion
Rights"):

                  (a) Right to Convert. No shares of Series F 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 F
Preferred Stock, and (ii) the ninetieth day after the closing date (the "Closing
Date") of the issuance of the Series F Preferred Stock. During the thirty-day
period beginning on the First Conversion Date, up to one-third of the number of
shares of Series F Preferred Stock then outstanding may be converted, at the
option of the holders thereof, and during each thirty-day period thereafter, an
additional one-third of the shares of Series F Preferred Stock issued on the
Closing Date 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 Sections 5(c) and 6 hereof.

                  (b) Conversion Rate. Each share of Series F 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 F
Preferred Stock shall be determined by dividing the Purchase Price by the
Conversion Price, where:

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

                           (ii) the Conversion Price equals the lesser of (x)
0.80 times the average Closing Bid Price, as that term is defined below, of the
Common Stock for the five trading days ending on the day prior to the Conversion
Date, as defined below, or (y) the Maximum Price, as that term is defined below;

                           (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

                                       -3-

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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 F Preferred Stock. For purpose
hereof, the term "Maximum Price" shall mean 1.25 times the Closing Bid Price of
the Common Stock on the last trading day prior to the Closing Date.

                           (iv) In the event the Common Stock is delisted from
the Nasdaq SmallCap Market and continues to be so delisted on the Conversion
Date, the Conversion Price shall be equal to 0.80 times the average Closing Bid
Price of the Common Stock for the last five trading days prior to the
termination of trading, 0.80 times the average Closing Bid Price of the Common
Stock for the last five trading days prior to the Conversion Date or the Maximum
Price, whichever is the least.

                  (c) Forced Conversion. In the event the holders of the Series
F Preferred Stock have not exercised the Conversion Rights set forth herein
within two years after the date of issuance of the Series F Preferred Stock, the
Series F Preferred Stock shall automatically be converted as if the holder had
exercised their Conversion Rights. In addition, in the event the Company closes
on a public offering of its shares of Common Stock at a price per share equal to
or greater than two times the Maximum Price, then at the election of the Company
given by written notice, each share of Series F Preferred Stock shall
automatically be converted into shares of Common Stock on the date ("Offering
Conversion Date") which is seven business days prior to the scheduled closing
date of such public offering at the applicable Conversion Rate above and the
Offering Conversion Date shall be deemed the Conversion Date with respect to
such shares.

                  (d) Capital Reorganization or Reclassification. If the Common
Stock issuable upon the conversion of the Series F 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, stock split, stock
dividend, or similar event, then and in each such event, the holder of each
share of Series F 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 F
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 subdivision,

                                       -4-

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combination, reclassification or exchange of shares 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 F Preferred Stock
shall thereafter be entitled to receive upon conversion of the Series F
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 F 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 F 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 F 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 F 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 F 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 F 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 F Preferred Stock.

                  (g) Exercise of Conversion Rights. Holders of Series F
Preferred Stock may exercise their right to convert the Series F 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 F
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 F
Preferred Stock which have sent a Notice of Conversion to the Company shall
deliver the originally executed Series F Preferred Stock certificates to the
Company within three business days from 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 F Preferred Stock (together with the certificates representing the Series
F 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 F Preferred
Stock certificate being so converted. In addition to any other remedies which
may be available to the holders of shares of Series F Preferred Stock, in the
event that the Company fails to deliver, or has failed to contact its transfer
agent within two

                                       -5-

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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 F Preferred Stock certificates representing the portion of
the Series F 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 shares representing the Common Stock issuable upon
conversion of the Series F Preferred Stock (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 F 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 F 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 F
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 F Preferred Stock certificate(s), if mutilated, the
Company shall execute and deliver new certificates for Series F 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 F Preferred Stock if the
holder contemporaneously requests the Company to convert such Series F Preferred
Stock into Common Stock.

                  (i) Fractional Shares. No shares of Common Stock shall be
issued upon conversion of shares of Series F 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 F 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,

                                       -6-

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a new certificate representing the number of shares of Series F 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 F 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 F 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 F 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 F 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 F
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 F Preferred
Stock, unless it has good and clear funds, for payment of the Redemption Price
for the shares of Series F 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;

                           (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;

                                       -7-

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                           (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 F 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 Agreement, the term Full
Economic Benefit shall mean an amount equal to the number of shares issuable
upon conversion of such shares of Series F 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 F Preferred Stock are to be
redeemed, the redemption shall be pro rata among the holders of the Series F
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 F Preferred Stock,
which notice shall contain all instructions and materials necessary to enable
such holders to tender Series F 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 F 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 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 F Preferred Stock tendered pursuant to the
redemption, dividends will cease to accrue with respect to the shares of Series
F 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 F Preferred Stock may convert up to a maximum of 20% of their shares of
Series F Preferred Stock into shares

                                       -8-

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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 F 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 F 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 F Preferred Stock. Any share or shares of
Series F 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 F Preferred Stock.

         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 F Preferred Stock if such
amendment would:

                           (i) change the relative seniority rights of the
holders of Series F 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 F Preferred Stock;

                           (ii) reduce the amount payable to the holders of
Series F 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 F Preferred Stock to the

                                       -9-

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rights upon liquidation of the holders of other capital stock of the Company, or
change the dividend rights of the holders of Series F Preferred Stock;

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

                           (iv) cancel or modify the rights of the holders of
the Series F 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 F 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, (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 F 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 F Preferred Stock if

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<PAGE>



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 F
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 F 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 F 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 F Preferred Stock pursuant to the 6% Series F Convertible
Preferred Subscription Agreement ("Purchase Agreement") shall be issued, upon
conversion of Series F 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 F Preferred
Stock issued to such holder pursuant to the Purchase Agreement and the
denominator of which is the aggregate amount of all the shares of Series F
Preferred Stock issued to all holders pursuant to the Purchase Agreement (the
"Cap Allocation Amount"). In the event that any holder of Series F Preferred
Stock shall convert all of such holder's shares of Series F 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 F Preferred Stock on a 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 F Preferred Stock to be issued to each holder (not
including the outstanding shares of Series F Preferred Stock or the unissued
shares of Common Stock underlying the Series F 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, would result in such holder owning more than 4.99% of all of such Common
Stock as would be outstanding on such Conversion Date. 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 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 F 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.

                                      -11-

<PAGE>



Signed and attested to on August 11, 1999.


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



Attest:

 /s/ David E. Y. Sarna
-------------------------------------
     David E.Y. Sarna, Secretary
     Signed on August 11, 1999





                                      -12-

<PAGE>
                                                                       EXHIBIT A

                              NOTICE OF CONVERSION

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


The undersigned hereby irrevocably elects to convert ___ shares of Series F
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 F 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 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.


         ___________________                  ________________________________
         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:



                                      -13-