<PAGE>


                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                                AND RIGHTS OF THE
                            7% CUMULATIVE CONVERTIBLE
                                 PREFERRED STOCK
                                       OF
                                  CONNECTIVCORP

                         (PURSUANT TO SECTION 151 OF THE
                        DELAWARE GENERAL CORPORATION LAW)


         ConnectivCorp, a Delaware corporation (the "Corporation"), hereby
certifies that the following resolution was duly approved and adopted by the
Board of Directors of the Corporation (the "Board of Directors") pursuant to a
unanimous written consent dated February 13, 2004, which resolution remains in
full force and effect on the date hereof:

         RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors by the provisions of the Certificate of
Incorporation of the Corporation, as amended through the date hereof (the
"Certificate of Incorporation") and its By-Laws (the "Bylaws"), and in
accordance with Section 151 of the General Corporation Law of the State of
Delaware (the "DGCL"), there is hereby created, out of the 9,000,000 shares of
Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of the
Corporation remaining authorized, unissued and undesignated, a series of the
Preferred Stock consisting of 3,000 shares, which series shall have the
following powers, designations, preferences and relative, optional or other
rights, and the following qualifications, limitations and restrictions (in
addition to any powers, designations, preferences and relative, optional or
other rights, and any qualifications, limitations and restrictions, set forth in
the Certificate of Incorporation which are applicable to the Preferred Stock):

         SECTION 1   Designation of Amount.

         (a) 3,000 shares of Preferred Stock shall be, and hereby are,
designated the "7% Cumulative Convertible Preferred Stock" (the "7% Preferred
Stock"), par value $0.001 per share.

         (b) Subject to the requirements of the DGCL, the Certificate of
Incorporation and this Certificate of Designations, the number of shares of
Preferred Stock that are designated as 7% Preferred Stock may be increased or
decreased by vote of the Board of Directors; provided, that no decrease shall
reduce the number of shares of 7% Preferred Stock to a number less than the
number of such shares then outstanding plus the number of such shares reserved
for issuance upon the exercise of outstanding options, rights or warrants or
upon the conversion of any other outstanding securities issued by the
Corporation that are convertible into or exercisable for 7% Preferred Stock. Any
shares of 7% Preferred Stock converted, purchased or otherwise acquired by the
Corporation in any manner whatsoever shall, automatically and without further
action, be retired and canceled promptly after the acquisition thereof, and
shall become authorized but unissued shares of Preferred Stock when the
Corporation shall take such action as may be necessary to reduce the number of
authorized shares of the 7% Preferred Stock and may be reissued as part of a new
series of any class or series of Preferred Stock in accordance with the
Certificate of Incorporation and this Certificate of Designations.

<PAGE>

         SECTION 2   Certain Definitions.

         Unless the context otherwise requires, the terms defined in this
Section 2 shall have, for all purposes of this resolution, the meanings
specified (with terms defined in the singular having comparable meanings when
used in the plural).

         "Common Stock" shall mean the common stock, par value $0.001 per share,
of the Corporation.

         "DGCL" shall have the meaning set forth in the preamble to this
Certificate of Designations.

         "Original Purchase Price" shall mean the per share purchase price for a
share of 7% Preferred Stock of $10,000.00.

         "person" shall mean any individual, partnership, company, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or agency or political subdivision
thereof, or other entity.

         "Preferred Stock" shall have the meaning set forth in the preamble to
this Certificate of Designations.

         "Recapitalization Event" shall mean any stock dividend, stock split,
combination, reorganization, recapitalization, reclassification, or other
similar event involving a change in the capital structure of the 7% Preferred
Stock.

         "Requisite Holders" shall mean the holders of at least a majority of
the then outstanding shares of 7% Preferred Stock.

         "Securities Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

         "7% Preferred Stock" shall have the meaning set forth in Section 1.

         SECTION 3   Voting Rights.

         (a) General. Except as otherwise provided by the DGCL and in addition
to any voting rights provided by the DGCL or other applicable law, the holders
of 7% Preferred Stock shall be entitled to vote (or render written consents)
together with the holders of the Common Stock and any other class or series of
capital stock of the Corporation entitled to vote together with the holders of
the Common Stock as a single class on all matters submitted for a vote of (or
written consents by in lieu of a vote as permitted by the DGCL, the Certificate
of Incorporation and the Bylaws) holders of Common Stock; and shall have such
other voting rights as are specified in the Certificate of Incorporation and
this Certificate of Designations. When voting together with the holders of
Common Stock, each share of 7% Preferred Stock shall entitle the holder thereof
to cast one vote for each vote that such holder would be entitled to cast had
such holder converted its 7% Preferred Stock into shares of Common Stock as of
the record date for determining the stockholders of the Corporation eligible to
vote on any such matter. The holders of 7% Preferred Stock shall be entitled to
receive notice of any stockholders' meeting in accordance with the Certificate
of Incorporation and Bylaws of the Corporation.


                                      -2-
<PAGE>

         (b) Waivers. Except to the extent otherwise provided in this
Certificate of Designations or required by the DGCL, the Requisite Holders may,
via affirmative vote or written consent in lieu thereof, waive any rights of the
holders of the 7% Preferred Stock set forth in this Certificate of Designations.

         (c) Board of Directors.

               (i) Within 120 days after the final closing of the offering of
the 7% Preferred Stock, there shall be a seven (7) person Board of Directors of
the Corporation. Thereafter, the Corporation shall not, without the written
consent or affirmative vote of the Requisite Holders, given in writing or by
vote at a meeting, consenting or voting (as the case my be) separately as a
series, increase the maximum number of directors constituting the Board of
Directors to a number in excess of seven (7).

               (ii) So long as at least 51% of the shares of 7% Preferred Stock
that are outstanding immediately following the final closing of the offering of
the 7% Preferred Stock remain outstanding (subject to an equitable adjustment in
the event of any Recapitalization Event), the Requisite Holders shall have the
exclusive right to nominate two (2) individuals (each of whom shall be
"independent" within the meaning of the regulations promulgated by the Nasdaq
National Market System for companies with shares quoted thereon and by the
American Stock Exchange for companies with shares traded thereon) to serve on
the Board of Directors (each such nominee is referred to as a "7% Nominee"). In
each election, the holders of 7% Preferred Stock shall vote together with the
holders of the Common Stock, with each share of 7% Preferred Stock having a
number of votes equal to the number of shares of Common Stock into which such
share is then convertible pursuant to Section 6 hereof. If and when elected as a
director, each 7% Nominee shall serve until the annual meeting of stockholders
of the Corporation at which the term of other directors expire, unless sooner
removed, and until his respective successor shall be elected and shall qualify.
If for any reason any 7% Nominee is no longer a director of the Corporation, by
reason of death, resignation, retirement, disqualification, removal or
otherwise, such vacancy shall be filled in accordance with the nomination and
voting procedures set forth in this Section 3(c)(ii).

         (d) Protective Provision. So long as at least 51% of the shares of 7%
Preferred Stock that are outstanding immediately following the final closing of
the offering of the 7% Preferred Stock remain outstanding (subject to an
equitable adjustment in the event of any Recapitalization Event), the
Corporation will not, directly or indirectly, without the affirmative vote (or
written consent as permitted by the DGCL, the Certificate of Incorporation and
Bylaws), of the Requisite Holders, voting (or consenting) as a separate class,
in any manner authorize, create, designate, issue or sell any (A) class or
series of capital stock (including shares of treasury stock) or (B) right,
options, warrants or other securities convertible into or exercisable or
exchangeable for capital stock that, in either case, is senior to the 7%
Preferred Stock.

         SECTION 4   Dividends.

         (a) Dividend Amount.

               (i) The holders of the outstanding shares of 7% Preferred Stock
shall be entitled to receive, out of any funds legally available therefor,
cumulative dividends, at the annual rate of seven percent (7%) of the Original
Purchase Price of each such share of 7% Preferred



                                      -3-
<PAGE>

Stock. Such dividends shall be cumulative so that if such dividends in respect
of any previous or current annual dividend period shall not have been paid or
declared at the annual rate specified above and a number of shares of Common
Stock sufficient for payment thereof reserved, the deficiency shall first be
fully paid before any dividend or other distribution shall be paid or declared
and set apart for the Common Stock or any other class or series of capital stock
designated junior to the 7% Preferred Stock with respect to dividends. With
respect to each share of 7% Preferred Stock, dividends shall accrue and
accumulate, whether or not earned or declared, at the rate specified in the
first sentence of this Section 4(a)(i), on a daily basis from the date of
original issuance of such share of 7% Preferred Stock until the conversion of
such share of 7% Preferred Stock.

               (ii) Dividends on shares of 7% Preferred Stock shall be payable
if, as and when declared by the Board of Directors. Any dividends declared
pursuant to this Section 4 shall be payable solely in shares of Common Stock,
with the number of shares of Common Stock to be issued to each holder of 7%
Preferred Stock to be determined in accordance with Section 4(c) below.
Immediately prior to any conversion of the 7% Preferred Stock pursuant to
Section 6, all accrued and unpaid dividends on such shares of 7% Preferred Stock
to and until the date of conversion shall be due and payable.

         (b) Participating Dividends. If the Board of Directors shall declare a
dividend payable upon the then outstanding shares of Common Stock (other than a
stock dividend on the Common Stock distributed solely in the form of additional
shares of Common Stock), the holders of the outstanding shares of 7% Preferred
Stock shall be entitled to the amount of dividends on the 7% Preferred Stock as
would be declared payable on the number of shares of Common Stock into which the
shares of 7% Preferred Stock held by each holder thereof could be converted
pursuant to the provisions of Section 6 hereof, such number to be determined as
of the record date for determination of holders of Common Stock entitled to
receive such dividend or, if no such record date is established, as of the date
of such dividend.

         (c) Payment of Dividends. Any dividends, including participating
dividends, declared pursuant to this Section 4 shall be payable solely in shares
of Common Stock, with the number of shares of Common Stock to be issued to each
holder of 7% Preferred Stock to be determined by dividing the amount of the
applicable dividend by the fair market value of a share of Common Stock, as
determined in good faith by the Board of Directors. No fractional shares of
Common Stock shall be issued hereunder. All shares of Common Stock (including
fractions thereof) issuable hereunder shall be aggregated for purposes of
determining whether the dividend would result in the issuance of any fractional
share. If, after such aggregation, there would result the issuance of a fraction
of a share of Common Stock to any holder of 7% Preferred Stock, the Corporation
shall, in lieu of issuing to such holder any fractional share, pay a sum in cash
equal to the fraction multiplied by the fair market value of a share of Common
Stock, as determined in good faith by the Board of Directors. All distributions
made hereunder shall be made pro rata to the holders of 7% Preferred Stock.

         (d) Equitable Adjustments. All numbers relating to the calculation of
dividends shall be subject to an equitable adjustment in the event of any
Recapitalization Event.


                                      -4-
<PAGE>

         SECTION 5   Liquidation Preference.

         (a) Liquidation Preference of 7% Preferred Stock. In the event of any
liquidation, dissolution, or winding up of the Corporation, whether voluntary or
involuntary, or in the event of its insolvency, the holders of 7% Preferred
Stock shall be entitled to have set apart for them, or to be paid, out of the
assets of the Corporation available for distribution to stockholders (whether
such assets are capital, surplus or earnings) after provision for payment of all
debts and liabilities of the Corporation in accordance with the DGCL, before any
distribution or payment is made with respect to any shares of Common Stock or
any other class or series of capital stock of the Corporation designated to be
junior to the 7% Preferred Stock and subject to the liquidation rights and
preferences of any class or series of Preferred Stock designated to be senior
to, or on a parity with, the 7% Preferred Stock with respect to liquidation
preferences, an amount equal to the Original Purchase Price per share of 7%
Preferred Stock (which amount shall be subject to an equitable adjustment in the
event of any Recapitalization Event) plus all accrued and unpaid dividends
thereon, whether or not earned or declared, up to and including the date full
payment shall be tendered to the holders of the 7% Preferred Stock with respect
to such liquidation, dissolution or winding up.

         (b) Insufficient Assets. If, upon any liquidation, dissolution, or
winding up of the Corporation, whether voluntary or involuntary, the assets
legally available for distribution among the holders of the 7% Preferred Stock
shall be insufficient to permit payment to such holders of the full preferential
amount as provided for in Section 5(a) above, then such holders shall, together
with the holders of shares of stock of any class or series ranking on a parity
as to dividends or liquidation with the 7% Preferred Stock ("Parity Stock"),
share ratably in any distribution of available assets according to the
respective amounts which would otherwise be payable with respect to the shares
of 7% Preferred Stock held by them upon such liquidating distribution if all
amounts payable on or with respect to such shares and such shares of Parity
Stock were paid in full, based upon the aggregate liquidation value payable upon
all shares of 7% Preferred Stock and the shares of Parity Stock then
outstanding.

         (c) Distributions Other than Cash. Whenever the distribution provided
for in this Section 5 shall be payable in any property other than cash, the
value of such distribution shall be the fair market value thereof as determined
in good faith by the Board of Directors. All distributions (including
distributions other than cash) made hereunder shall be made pro rata to the
holders of 7% Preferred Stock.

         (d) Equitable Adjustments. The amounts to be paid or set aside for
payment as provided above in this Section 5 shall be proportionately increased
or decreased in inverse relation to the change in the number of outstanding
shares resulting from any Recapitalization Event.

         SECTION 6   Conversion Rights.

         (a) General. Subject to and upon compliance with the provisions of this
Section 6, the holders of the shares of 7% Preferred Stock shall be entitled, at
their option, at any time, to convert all or any such shares of 7% Preferred
Stock into the number of fully paid and nonassessable shares of Common Stock
equal to the number obtain by dividing (i) the Original Purchase Price of such
7% Preferred Stock by (ii) the Conversion Price in effect at the close of
business on the Conversion Date (determined as provided in this Section 6). The
conversion



                                      -5-
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price (the "Conversion Price") shall initially be equal to $1.00, subject to
adjustment from time to time in accordance with Section 6(d).

         (b) Automatic Conversion. All shares of 7% Preferred Stock shall be
automatically converted into the number of shares of Common Stock into which
such shares of 7% Preferred Stock are then convertible pursuant to Section 6(a)
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 immediately upon the earliest to occur of:

               (i) such time as the closing price or last reported sale (the
"Closing Price") of the Common Stock on the stock exchange or quotation system
on which the Common Stock is then traded or quoted is equal to or greater than
$2.50 per share for a 60 consecutive calendar day period, provided that during
such 60 consecutive calendar day period, the average daily trading volume for
each day is equal to or greater than 75,000 shares (the "Market Condition"), and
provided further that conversion pursuant to this Section 6(b)(i) shall be
conditioned upon there being in effect, on the date of satisfaction of the
Market Condition or at any time thereafter, a valid registration statement on
Form S-1 or Form S-3 promulgated under the Securities Act or any successor or
equivalent forms thereto (the "Registration Statement") covering the resale of
all shares of Common Stock into which the shares of 7% Preferred Stock are being
converted (it being understood that the shares of 7% Preferred Stock will be
automatically converted into shares of Common Stock on the date that the
Registration Statement becomes effective if the Market Condition has been
previously satisfied, whether or not the Market Condition is satisfied on such
date, so long as the Closing Price on such date is equal to or greater than
$1.00); or

               (ii) the election of the Requisite Holders.

         (c) Fractions of Shares. No fractional shares of Common Stock shall be
issued upon conversion of shares of 7% Preferred Stock. If more than one share
of 7% Preferred Stock shall be surrendered for conversion at one time by the
same holder, the number of full shares of Common Stock to be issued shall be
computed on the basis of the aggregate number of shares of 7% Preferred Stock so
surrendered. Instead of any fractional shares of Common Stock which would
otherwise be issuable upon conversion of any shares of 7% Preferred Stock, the
Corporation shall pay a cash adjustment in respect of such fractional share in
an amount equal to the product of such fraction multiplied by the fair market
value of one share of Common Stock on the Conversion Date as determined in good
faith by the Board of Directors.

         (d) Adjustments to Conversion Price.

               (i) Upon Stock Dividends, Subdivisions or Splits. If, at any time
after the date hereof, the number of shares of Common Stock outstanding is
increased by a stock dividend payable in shares of Common Stock or by a
subdivision or split-up of shares of Common Stock, then, following the record
date for the determination of holders of Common Stock entitled to receive such
stock dividend, or to be affected by such subdivision or split-up, the
Conversion Price shall be appropriately decreased so that the number of shares
of Common Stock issuable on conversion of 7% Preferred Stock shall be increased
in proportion to such increase in outstanding shares.

               (ii) Upon Combinations. If, at any time after the date hereof,
the number of shares of Common Stock outstanding is decreased by a combination
of the outstanding shares of



                                      -6-
<PAGE>

Common Stock into a smaller number of shares of Common Stock, then, following
the record date to determine shares affected by such combination, the Conversion
Price shall be appropriately increased so that the number of shares of Common
Stock issuable on conversion of each share of 7% Preferred Stock shall be
decreased in proportion to such decrease in outstanding shares.

               (iii) Capital Reorganization or Reclassification. If the Common
Stock issuable upon the conversion of the 7% 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 or otherwise (other than a
subdivision or combination or shares of stock dividend provided for elsewhere in
this Section 6(d), or the sale of all or substantially all of the Corporation's
properties and assets to any other person), then and in each such event the
holder of each share of 7% Preferred Stock shall have the right thereafter to
convert such share into the kind and amount of shares of stock and other
securities and property receivable upon such reorganization, reclassification or
other change by holders of the number of shares of Common Stock into which such
shares of 7% Preferred Stock might have been converted, as the case may be,
immediately prior to such reorganization, reclassification or change, all
subject to further adjustment as provided herein.

               (iv) Merger or Sale of Assets. If at any time or from time to
time there shall be a merger or consolidation of the Corporation with or into
another corporation, or the sale of all or substantially all of the
Corporation's properties and assets to any other person, then, as a part of such
reorganization, merger, or consolidation or sale, provision shall be made so
that holders of 7% Preferred Stock, as the case may be, shall thereafter be
entitled to receive upon conversion of the 7% Preferred Stock, the number of
shares of stock or other securities or property of the Corporation, or of the
successor corporation resulting from such merger, consolidation or sale, to
which such holder would have been entitled if such holder had converted its
shares of 7% Preferred Stock immediately prior to such capital reorganization,
merger, consolidation or sale. In any such case, appropriate adjustment shall be
made in the application of the provisions of this Section 6(d) with respect to
the rights of the holders of the 7% Preferred Stock after the reorganization,
merger, consolidation or sale to the end that the provisions of this Section
6(d), including adjustment of the Conversion Price then in effect for the 7%
Preferred Stock and the number of shares issuable upon conversion of the 7%
Preferred Stock) shall be applicable after that event in as nearly equivalent a
manner as may be practicable.

               (v) Deferral in Certain Circumstances. In any case in which the
provisions of this Section 6(d) shall require that an adjustment shall become
effective immediately after a record date of an event, the Corporation may defer
until the occurrence of such event (1) issuing to the holder of any 7% Preferred
Stock converted after such record date and before the occurrence of such event
the shares of capital stock issuable upon such conversion by reason of the
adjustment required by such event and issuing to such holder only the shares of
capital stock issuable upon such conversion before giving effect to such
adjustments, and (2) paying to such holder any amount in cash in lieu of a
fractional share of capital stock pursuant to Section 6(c) above; provided,
however, that the Corporation shall deliver to such holder an appropriate
instrument or due bills evidencing such holder's right to receive such
additional shares and such cash.



                                      -7-
<PAGE>

         (e) Exercise of Conversion Privilege. In order to exercise the
conversion privilege, the holder of any share of 7% Preferred Stock shall
surrender the certificate evidencing such share of 7% Preferred Stock, duly
endorsed or assigned to the Corporation in blank, at any office or agency of the
Corporation maintained for such purpose, accompanied by written notice to the
Corporation at such office or agency that the holder elects to convert such 7%
Preferred Stock or, if less than the entire amount thereof is to be converted,
the portion thereof to be converted. 7% Preferred Stock shall be deemed to have
been converted immediately prior to the close of business on the date (the
"Conversion Date") of (i) the event triggering automatic conversion pursuant to
Section 6(b) or (ii) surrender of such shares of 7% Preferred Stock for
conversion in accordance with the foregoing provisions, and at such time the
rights of the holder of such shares of 7% Preferred Stock as a holder shall
cease, and the person or persons entitled to receive the Common Stock issuable
upon conversion shall be treated for all purposes as the record holder or
holders of such Common Stock as and after such time. As promptly as practicable
on or after the Conversion Date, the Corporation shall issue and shall deliver
at any office or agency of the Corporation maintained for the surrender of 7%
Preferred Stock a certificate or certificates for the number of full shares of
Common Stock issuable upon conversion, together with payment in lieu of any
fraction of a share, as provided in Section 6(c). In the case of any certificate
evidencing shares of 7% Preferred Stock that is converted in part only, upon
such conversion the Corporation shall also execute and deliver a new certificate
evidencing the number of shares of 7% Preferred Stock that are not converted.

         (f) Notice of Adjustment of Conversion Price. Whenever the provisions
of Section 6(d) require that the Conversion Price be adjusted as herein
provided, the Corporation shall compute the adjusted Conversion Price in
accordance with Section 6(d) and shall prepare a certificate signed by the
Corporation's chief executive officer or chief financial officer setting forth
the adjusted Conversion Price and showing in reasonable detail the facts upon
which such adjustment is based, and such certificate shall forthwith be filed at
each office or agency maintained for such purpose for conversion of shares of 7%
Preferred Stock and mailed by the Corporation at its expense to all holders of
7% Preferred Stock at their last addresses as they shall appear in the stock
register.

         (g) Reservation of Common Stock. Notwithstanding any provisions to the
contrary contained herein, no shares of 7% Preferred Stock shall be convertible
unless and until such time as there are a sufficient number of shares of Common
Stock authorized to allow for the conversion of all outstanding shares of 7%
Preferred Stock. The Corporation shall thereafter at all times reserve and keep
available, free from preemptive rights, out of the authorized but unissued
Common Stock or out of the Common Stock held in treasury, for the purpose of
effecting the conversion of 7% Preferred Stock, the full number of shares of
Common Stock then issuable upon the conversion of all outstanding shares of 7%
Preferred Stock.

         (h) Taxes on Conversions. The Corporation will pay any and all original
issuance, transfer, stamp and other similar taxes that may be payable in respect
of the issue or delivery of shares of Common Stock on conversion of 7% Preferred
Stock pursuant hereto. The Corporation shall not, however, be required to pay
any tax which may be payable in respect of any transfer involved in the issue
and delivery of shares of Common Stock in a name other than that of the holder
of the share(s) of 7% Preferred Stock to be converted, and no such issue or
delivery shall be made unless and until the person requesting such issue has
paid to the Corporation the amount



                                      -8-
<PAGE>

of any such tax, or has established to the satisfaction of the Corporation that
such tax has been paid.



                                      -9-
<PAGE>



         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation, Preferences and Rights to be signed by Jesse Sutton, its President,
this 20th day of February, 2004.


                                                CONNECTIVCORP

                                                By: /s/ Jesse Sutton
                                                    ---------------------------
                                                    Name:  Jesse Sutton
                                                    Title: President