EXHIBIT 10.55
                                                                   -------------


                                CDKNET.COM, INC.
                        150 Broad Hollow Road, Suite 103
                               Melville, NY 11747


                                                               October 15, 2002


Target Growth Fund Ltd.
Chancery Hall
52 Reid Street
Hamilton HM 12 Bermuda

           -and-

Spiga Limited
c/o Euroba Management Limited
73 Front Street, 4th Floor
Hamilton HM 12  Bermuda

           -and-

Steven A. Horowitz, Esq.
Moritt, Hock, Hamroff & Horowitz, LLP
400 Garden City Plaza, Suite 202
Garden City, NY  11530

           Re: CDKnet.Com, Inc. Series A Convertible Preferred Stock

Gentlemen:

           You are holders of an aggregate of 1,390,000 outstanding shares
("Series A Shares') of preferred stock of CDKnet.Com, Inc. (the "Company"),
having the rights and preferences set forth in that Certificate of Designation,
rights and Preferences of a Series of Preferred Stock by Resolution of the Board
of Directors Providing for an Issue of 1,500,000 Shares of Series A Preferred
Stock, $.0001 par value, Designated as the "Series A Cumulative Convertible
Preferred Stock" (the "Series A Designation"). Pursuant to the Series A
Designation, you are presently entitled to $136,959 of accrued and unpaid
cumulative dividends. In addition, we are presently in default in our obligation
to reserve a sufficient number of common stock to cover your rights under the
Series A Designation to convert Series A Shares, including accrued and unpaid
dividends, into shares of common stock.

           You have asserted that such failures in the past have caused you
severe financial damage. The following, if accepted by you, shall constitute our
agreement whereby you agree to waive all claims you may have against the
Company.

<PAGE>

Target Growth Fund Ltd.
Spiga Limited
Steven Horowitz, Esq.
October 15, 2002
Page 2 of 3


           We agree as follows:

           1. The Series A Designation will be amended and restated by the
filing of an amended and restated Series A Designation substantially in the form
annexed hereto as Exhibit A. Such amendment will, among other things, increase
the number of shares designated as Series A Preferred Stock from 1,500,000 to
2,250,000, eliminate cumulative dividends going forward, set a fixed conversion
rate of 100 shares of common stock for each share of Series A Shares (subject to
adjustment), and grant the Series A Shares dividend and voting rights on an "as
if converted" basis.

           2. We hereby, in full satisfaction of the dividend arrearage set
forth above, will issue to you, pro rata in accordance with your holdings,
136,959 additional shares of Series A Preferred Stock.

           3. We hereby waive all limitations placed upon you as a result of the
letter agreements, severally dated limiting the conversion of the Series A
Shares to 4.9% of the outstanding common stock of the Company. In so doing you
acknowledge that you are solely responsible for complying with the requirements
of Section 3(d) and Section 16 of the Securities Exchange Act of 1934, as
amended and the rules thereunder.

           4. Your execution hereof shall be sufficient written consent to the
amendment of the Series A Designation under the General Corporation Law of the
State of Delaware.

           5. The assignment set forth herein and the waiver set forth in
Section 3 of this letter shall be effective upon your acceptance of this letter
agreement and the filing of the amended and restated Series A Designation.

           6. This agreement may be executed in one or more counterparts, which
together shall be deemed one instrument.

           Please indicate your acceptance of the above by signing and returning
a copy of this letter.


                                                  Very truly yours,

                                                  CDKNET.COM, INC.


                                                  By: /s/ Andrew J. Schenker
                                                     ---------------------------
                                                     Andrew J. Schenker, COO


                            [ACCEPTANCE PAGE FOLLOWS]

<PAGE>

Target Growth Fund Ltd.
Spiga Limited
Steven Horowitz, Esq.
October 15, 2002
Page 3 of 3


Agreed and Accepted:                               Beneficial Interest in Shares

TARGET GROWTH FUND LTD.                                      700,000

By:  /s/ George Sandhu
    -----------------------
    Name:  George Sandhu
    Title: Authorized Signatory


SPIGA LIMITED                                                440,000

     /s/ Clive Dakin
    -----------------------
    Name:  Clive Dakin
    Title: President



/s/ Steven A. Horowitz                                       250,000
---------------------------
Steven A. Horowitz



<PAGE>
                                                              EXHIBIT A to 10.55
                                                              ------------------

                                CDKNET.COM, INC.

          AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS, RIGHTS AND
            PREFERENCES OF A SERIES OF PREFERRED STOCK BY RESOLUTION
                   OF THE BOARD OF DIRECTORS PROVIDING FOR AN
                 ISSUE OF 2,250,000 SHARES OF SERIES A PREFERRED
                       STOCK, $.0001 PAR VALUE, DESIGNATED
            AS THE "SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK"


           I, Andrew Schenker, President, of CDKNET.COM, INC., a Delaware
corporation (hereinafter called the "Corporation"), pursuant to the provisions
of Section 151 of the General Corporation Law of the State of Delaware ("DGCL"),
do hereby make this Amended and Restated Certificate of Designation under the
corporate seal of the Corporation and do hereby state and certify that pursuant
to the authority expressly vested in the Board of Directors of the Corporation
by the Certificate of Incorporation, the Board of Directors duly adopted the
following resolutions:

           NOW, THEREFORE, BE IT RESOLVED:

           1. DESIGNATION AND NUMBER OF SHARES. The designation of a series of
Preferred Stock, par value $.0001 per share to be issued authorized by this
resolution shall be the Series A Cumulative Convertible Preferred Stock (the
"Series A Preferred Stock"). The number of shares of Series A Preferred Stock
authorized hereby shall be 2,250,000 shares and no more except as provided
herein.

           2. RANK. The Series A Preferred Stock shall, with respect to dividend
rights and rights on liquidation, winding up and dissolution, rank (a) senior to
any other series of Preferred Stock except as established by the Board of
Directors, the terms of which shall specifically provide that such series shall
rank prior to the Series A Preferred Stock (any such other securities are
referred to herein collectively as the "Senior Securities"), (b) on a parity
with any other series of Preferred Stock established by the Board of Directors ,
the terms of which shall specifically provide that such series shall rank on a
parity with the Series A Preferred Stock (the Series A Preferred Stock and any
such other securities are referred to herein collectively as the "Parity
Securities"), and (c) prior to any other equity securities of the Corporation,
including the Corporation's common stock, $.0001 par value per share (the
"Common Stock") (the Common Stock and all of such equity securities of the
Corporation to which the Series A Preferred Stock ranks prior are referred to
herein collectively as the "Junior Securities").

           3. DIVIDENDS.

           (a) The holders of the shares of the Series A Preferred Stock shall
be entitled to receive, when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, treating, for the purposes
of such declaration and payment, the holder of Series A Preferred Shares as a
shareholder of such number of shares of Common Stock as the shares of Series A
Preferred Stock may be converted into on the dividend declaration record
calculated in the manner set forth in Section 5 hereof.

<PAGE>

           (b) Except a set forth in 3(a) above, the holders of shares of Series
A Preferred Stock shall not be entitled to any other dividend or participation
in the earnings of the Corporation.

           4. LIQUIDATION PREFERENCE.

           (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, the holders of
shares of the Series A Preferred Stock then outstanding shall be entitled to be
paid out of the assets of the Corporation available for distribution to its
stockholders an amount in cash equal to $1.00 for each share outstanding
("Stated Value"), plus an amount in cash equal to all accrued but unpaid
dividends thereon to the date fixed for liquidation, dissolution or winding up,
before any payment shall be made or any assets distributed to the holders of any
of the Junior Securities, provided, however, that the holders of outstanding
shares of the Series A Preferred Stock shall not be entitled to receive such
liquidation payment until the liquidation payments on all outstanding shares of
Senior Securities, if any, shall have been paid in full. If the assets of the
Corporation are not sufficient to pay in full the liquidation payments payable
to the holders of the outstanding shares of the Series A Preferred Stock or any
other Parity Securities, then the holders of all such shares shall share ratably
in such distribution of assets in accordance with the amount which would be
payable on such distribution if the amounts to which the holders of the
outstanding shares of Series A Preferred Stock and the holders of outstanding
shares of such other Parity Securities are entitled were paid in full.

           (b) The liquidation payment with respect to each fractional share of
the Series A Preferred Stock outstanding or accrued but unpaid shall be equal to
a ratably proportionate amount of the liquidation payment with respect to each
outstanding share of Series A Preferred Stock.

           (c) For the purposes of this Section 4, neither the voluntary sale,
conveyance, lease, exchange or transfer (for cash, shares of stock, securities
or their consideration) of all or substantially all the property or assets of
the Corporation or the consolidation or merger of the Corporation with one or
more other corporations shall be deemed to be a liquidation, dissolution or
winding up, voluntary or involuntary, unless such voluntary sale, conveyance,
lease, exchange or transfer shall be in connection with a dissolution or winding
up of the business of the Corporation.

           5. CONVERSION.

           (a) The record holder of shares of Series A Preferred Stock shall be
entitled, at the option of the holder, to convert such shares into the number of
fully-paid and non-assessable shares of Common Stock determined in accordance
with the Conversion Formula as set forth below:

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<PAGE>

Number of shares issued upon conversion = Stated Value / Conversion Price

"Stated Value" = the Stated Value of the shares of Series A Preferred Stock to
be converted;

"Conversion Price" = $.01

     (b) The holders of shares of Series A Preferred Stock at the close of
business on a Dividend Payment Date shall be entitled to receive the dividend
payable on such shares on the corresponding Dividend Payment Date
notwithstanding the conversion thereof or the Corporation's default in payment
of the dividend due on such Dividend Payment Date. However, shares of Series A
Preferred Stock surrendered for conversion during the period between the close
of business on any Dividend Payment Date and the opening of business on the
corresponding Dividend Payment Date must be accompanied by payment of an amount
equal to the dividend payable on such shares on such Dividend Payment Date. A
holder of shares of Series A Preferred Stock on a Dividend Payment Date who (or
whose transferee surrenders any of such shares for conversion into shares of
Common Stock on a Dividend Payment Date) will receive the dividend payable by
the Corporation on such shares of Series A Preferred Stock on such date, and the
converting holder need not include payment in the amount of such dividend upon
surrender of shares of Series A Preferred Stock for conversion. Except as
provided above, the Corporation shall make no payment or allowance for unpaid
dividends, whether or not in arrears, on converted shares or for dividends on
the shares of Common Stock issued upon such conversion.

           (c)       (i)       In order to exercise the conversion privilege,
                               the holders of each share of Series A Preferred
                               Stock to be converted shall surrender the
                               certificate representing such share at the office
                               of the transfer agent for the Series A Preferred
                               Stock, appointed for such purpose by the
                               Corporation, with the Notice of Election to
                               Convert on the back of said certificate completed
                               and signed. Unless the shares of Common Stock
                               issuable on conversion are to be issued in the
                               same name in which such share of Series A
                               Preferred stock is registered, each share
                               surrendered for conversion shall be accompanied
                               by instruments of transfer, in form satisfactory
                               to the Corporation, duly executed by the holder
                               or such holder's duly authorized attorney and an
                               amount sufficient to pay any transfer or similar
                               tax.

                     (ii)      Within three business days after the surrender of
                               the certificates for shares of Series A Preferred
                               Stock as aforesaid, the Corporation shall issue
                               and shall deliver at such office to such holder,
                               or on his written order, a certificate or
                               certificates for the number of full shares of
                               Common Stock issuable upon the conversion of such
                               shares in accordance with the provisions of this
                               Section 5, and any fractional interest in respect
                               of a share of Common Stock arising upon such
                               conversion shall be settled as provided in
                               subsection (d) of this Section 5.

                                        3
<PAGE>

                     (iii)     Each conversion shall be deemed to have been
                               effected immediately prior to the close of
                               business on the date on which the certificates
                               for shares of Series A Preferred Stock shall have
                               been surrendered and such notice received by the
                               Corporation as aforesaid, and the person or
                               persons in whose name or names any certificate or
                               certificates for shares of Common Stock shall be
                               issuable upon such conversion shall be deemed to
                               have become the holder or holders of record of
                               the shares represented thereby at such time on
                               such date, unless the stock transfer books of the
                               Corporation shall be closed on that date, in
                               which event such person or persons shall be
                               deemed to have become such holder or holders of
                               record at the close of business on the next
                               succeeding day on which such stock transfer books
                               are open, and such notice received by the
                               Corporation. All shares of Common Stock delivered
                               upon conversion of the Series A Preferred Stock
                               delivered upon conversion of the Series A
                               Preferred Stock will upon delivery by duly and
                               validly issued and fully paid and non-assessable,
                               free of all liens and charges and not subject to
                               any preemptive rights.

           (d) In connection with the conversion of any shares of Series A
Preferred Stock, no fractions of shares of Common Stock shall be issued, but in
lieu thereof the Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount equal to such fractional interest multiplied by
the Current Market Price per share of Common Stock on the trading day on which
such shares of Series A Preferred Stock are deemed to have been converted. If
more than one share of Series A Preferred Stock shall be surrendered for
conversion by the same holder at the same time, the number of full shares of
Common Stock issuable on conversion thereof shall be computed on the basis of
the total number of shares of Series A Preferred Stock so surrendered.

           For purposes of this Designation, "Current Market Price" of the
Common Stock means:

                     (i)       If traded on a securities exchange, the closing
                               price of the Common Stock on such exchange;

                     (ii)      If traded over the counter, the high closing bid
                               price reported by Bloomberg from the NASDAQ OTC
                               Bulletin Board; or

                     (iii)     In all other events, the market price determined
                               by the Board of Directors of the Corporation in
                               good faith.

           6. ADJUSTMENT IN CONVERSION PRICE.

           The Conversion Price shall be adjusted from time to time as follows:

           (a) In case the Corporation shall (i) pay a dividend or make a
distribution in shares of Common Stock, (ii) subdivide its outstanding shares of
Common Stock into a greater number of shares of Common Stock, (iii) combine its
outstanding shares of Common Stock into a smaller

                                        4
<PAGE>

number of shares of Common Stock, (iv) make a distribution on its Common Stock
in shares of its capital stock other than Common Stock, or (v) issue by
reclassification of its Common Stock other securities of the Corporation, the
Conversion Price then in effect immediately prior thereto shall be adjusted so
that the holder shall be entitled to receive the kind and number of shares of
Common Stock and other securities of the Corporation which it would have owned
or would have been entitled to receive after the happening of any of the events
described above, had such share of Series A Preferred Stock been converted
immediately prior to the happening of such event or any record date with respect
thereto. Any adjustment made pursuant to this paragraph (a) shall become
effective immediately after the effective date of such event retroactive to the
record date, if any, for such event.

           (b) In case the Corporation shall issue rights, options, warrants or
convertible securities to all holders of its Common stock, without any charge to
such holders, entitling them to subscribe for or to purchase shares of Common
Stock at a price per share which is lower at the record date mentioned below
than the then current Conversion Price, the Conversion Price thereafter shall be
determined by multiplying the then current Conversion Price by a fraction (but
in no event greater than 1), of which the denominator shall be (i) the number of
shares of the common stock outstanding immediately prior to the issuance of such
rights, options, warrants or convertible securities plus (ii) the number of
additional shares of Common Stock offered for subscription or purchase, and of
which the numerator shall be (x) the number of shares of Common Stock
outstanding immediately prior to the issuance of such rights, options, warrants
or convertible securities plus (y) the number of shares which the aggregate
offering price of the total number of shares offered would convert at the higher
of the then Current Market Price, or then current Conversion Price. Such
adjustment shall be made whenever such rights, options, warrants or convertible
securities are issued, and shall become effective immediately and retroactively
after the record date for the determination of stockholders entitled to receive
such rights, options, warrants or convertible securities.

           (c) In case the Corporation shall distribute to all holders of its
shares of Common Stock (i) debt securities or other evidences of its
indebtedness which are not convertible into Common Stock or (ii) assets
(excluding cash dividends or distributions out of earnings), then the Conversion
Price shall be determined by dividing the then current Conversion Price by a
fraction, of which the numerator shall be the higher of the then Current Market
Price, or the Conversion Price on the date of such distribution, and of which
the denominator shall be such Current Market Price, or such Conversion Price on
such date minus the then fair value of the portion of the assets or evidences of
indebtedness so distributed applicable to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is made and shall become
effective on the date of distribution retroactive to the record date for the
determination of stockholders entitled to receive such distribution. The fair
value of such assets shall be determined in good faith by the Board of Directors
of the Corporation.

           (d) To the extent not covered by paragraphs (b) or (c) hereof, in
case the Corporation shall sell or issue shares of Common Stock, or rights,
options, warrants or convertible securities containing the right to subscribe
for or purchase shares of Common Stock, at a price per share (determined, in the
case of such rights, options, warrants or convertible securities, by dividing
(i)

                                        5
<PAGE>

the total amount received or receivable by the Corporation in consideration of
the sale or issuance of such rights, options, warrants or convertible
securities, plus the total consideration payable to the Corporation upon
exercise or conversion thereof, by (ii) the total number of shares covered by
such rights, options, warrants or convertible securities) lower than the
Conversion Price in effect immediately prior to such sale or issuance, then the
Conversion Price shall be reduced to a price (calculated to the nearest cent)
determined by dividing (I) an amount equal to the Conversion Price multiplied by
the sum of (A) the number of shares of Common stock outstanding immediately
prior to such sale or issuance plus (B) the number of shares which could have
been purchased at the Conversion Price with the consideration received by the
Corporation upon such sale or issuance by (II) the total number of shares of
Common Stock outstanding immediately after such sale or issuance. For the
purposes of such adjustments, the shares of Common Stock, which the holders of
any such rights, options, warrants or convertible securities shall be entitled
to subscribe for or purchase, shall be deemed issued and outstanding as of the
date of such sale or issuance and the consideration received by the Corporation
therefor shall be deemed to be the consideration received by the Corporation for
such rights, options, warrants or convertible securities, plus the consideration
or premiums stated in such rights, options, warrants or convertible securities
to be paid for the shares of Common Stock covered thereby. In case the
Corporation shall sell or issue shares of Common Stock, or rights, options,
warrants or convertible securities containing the right to subscribe or purchase
shares of Common Stock for a consideration consisting, in whole or in part, of
property other than cash or its equivalent, then in determining the "price per
share" of shares of Common Stock, any underwriting discounts or commissions
shall not be deducted from the price received by the Corporation for sales of
securities registered under the Act.

           (e) No adjustment in the Conversion Price shall be required in the
following events:

                     (i)       If the amount of such adjustment would be less
                               than $.001 per share; provided, however, that any
                               adjustment which by reason of this paragraph
                               (e)(i) is not required to be made immediately
                               shall be carried forward and taken into account
                               in any subsequent adjustment; or

                     (ii)      The issuance of options under the Corporation's
                               existing stock option plans and future stock
                               option plans approved by the Corporation's
                               shareholders; or

                     (iii)     Securities issuable upon the exercise of options
                               and warrants outstanding on February 3, 1999.

           (f) When the number of shares of Common Stock or the Conversion Price
is adjusted as herein provided, the Corporation shall cause to be promptly
mailed to the Holder by first class mail, postage prepaid, notice of such
adjustment or adjustments and a certificate of a firm of independent public
accountants selected by the Board of Directors of the Corporation (who may be
the regular accountants employed by the Corporation) setting forth the number of
shares of Common Stock and the Conversion Price after such adjustment, a brief
statement of the facts requiring such adjustment and the computation by which
such adjustment was made.

                                        6
<PAGE>

           (g) For the purpose of this Section 6, the following shall apply:

                     (i)       The term "Common Stock" shall mean (A) the class
                               of stock designated as the Common Stock of the
                               Corporation at the date of this Designation or
                               (B) any other class of stock resulting from
                               successive changes or reclassification of such
                               Common Stock consisting solely of changes in par
                               value, or from par value to no par value, or from
                               no par value to par value. In the event that at
                               any time, as a result of an adjustment made
                               pursuant to this Section 6, the Holder shall
                               become entitled to receive any securities upon
                               conversion of the Corporation other than shares
                               of Common Stock thereafter the number of such
                               other securities and the Conversion Price of such
                               securities shall be subject to adjustment from
                               time to time in a manner and on terms as nearly
                               equivalent as practicable to the provisions with
                               respect to the Common Stock contained in this
                               Section 6.

                     (ii)      If the Common Stock is traded on a securities
                               exchange or over the counter, the "Current Market
                               Price" for purposes of this Section 6 shall mean
                               the average of the Current Market Prices for the
                               five consecutive trading days immediately prior
                               to the date of the event which necessitates an
                               adjustment to the Conversion Price.

           (h) Upon the expiration of any unexercised rights, options, warrants
or conversion privileges, the Conversion Price shall be readjusted and shall
thereafter be such as it would have been had it been originally adjusted (or had
the original adjustment not been required, as the case may be) on the basis of
(i) the fact that the only shares of Common Stock so issued were the shares of
Common Stock, if any, actually issued or sold upon the exercise of such rights,
options, warrants or conversion rights and (ii) the fact that such shares of
Common Stock, if any, were issued or sold for the consideration actually
received by the Corporation upon such exercise plus the consideration, if any,
actually received by the Corporation for the issuance, sale or grant of all such
rights, options, warrants or conversion rights whether or not exercised;
provided. however, that no such readjustment shall have the effect of increasing
the Conversion Price by an amount in excess of the amount of the adjustment
initially made in respect of the issuance, sale or grant of such rights,
options, warrants or conversion privileges.

           (i) In the case of any consolidation of the Corporation with or
merger of the Corporation into another corporation or in the case of any sale or
conveyance to another corporation of all or substantially all of the property,
assets or business of the Corporation, the Corporation or such successor or
purchasing Corporation, as the case may be, shall provide that the Holder shall
have the right thereafter upon payment of the Conversion Price in effect
immediately prior to such action to purchase upon conversion of the Debenture
the kind and amount of shares and other securities and property which the Holder
would have owned or have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance had the Debenture been converted
immediately prior to such action. such agreement shall provide for adjustments,
which shall be as nearly equivalent as may be practicable to the adjustments

                                        7
<PAGE>

provided for in this Section 6. The provisions of this paragraph (i) shall
similarly apply to successive consolidations, mergers, sales or conveyances.

           (j) The Corporation covenants that it will at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Common Stock or its issued shares of Common
Stock held in its treasury, or both, for the purposes of effecting conversions
of the Series A Preferred Stock, the full number of shares of Common Stock
deliverable upon the conversion of all outstanding shares of Series A Preferred
Stock not theretofore converted. For purposes of this subsection (j), the number
of shares of Common Stock which shall be deliverable upon the conversion of all
outstanding shares of Series A Preferred Stock shall be computed as if at the
time of computation all such outstanding shares were held by a single holder.

           7. VOTING RIGHTS. In addition to any voting rights provided by law,
the holders of shares of Series A Preferred Stock shall have the following
voting rights:

           (a) Subject to Section 213 of the Delaware General Corporation Law,
each holder of Series A Preferred Stock shall be entitled to cast, at any
annual, special or regular meeting or take such action by consent as many votes
as such holder would have been able to cast if the holder had converted all of
its shares of Series A Preferred Stock into shares of Common Stock, in
accordance with Section 5 hereof, on the record date set for such action, and
the outstanding shares of Common Stock and the Series A Preferred Stock, shall,
for purposes of such action, vote as a single class.

           (b) The affirmative vote of the holders of at least a majority of the
outstanding shares of Series A Preferred Stock, voting separately as a single
series, in person or by proxy, at a special or annual meeting of shareholders
called for the purpose, shall be necessary alter, amend or repeal any of the
provisions of this Designation or take any other corporate action, which in any
manner would alter, change or otherwise adversely affect in any way the powers,
preferences or rights of the Series A Preferred Stock.

           (c)       (i)       The rights of holders of shares of Series A
                               Preferred Stock to take any actions as provided
                               in this Section 7 may be exercised, subject to
                               the DGCL at any annual meeting of shareholders or
                               at a special meeting of shareholders held for
                               such purpose as hereinafter provided or at any
                               adjournment or postponement thereof, or by the
                               written consent, delivered to the Secretary of
                               the Corporation, of the holders of the minimum
                               number of shares required to take such action.

                               So long as such right to vote continues (and
                               unless such right has been exercised by written
                               consent of the minimum number of shares required
                               to take such action), the Chairman of the Board
                               of the Corporation may call, and upon the written
                               request of holders of record of 20% of the
                               outstanding shares of Series A Preferred Stock,
                               addressed to the Secretary of the Corporation at
                               the principal office of the Corporation, shall
                               call, a special meeting of the holders of shares
                               entitled to vote as provided herein. The

                                        8
<PAGE>

                               Corporation shall use its best efforts to hold
                               such meeting within twenty, but in any event not
                               later than sixty, days after delivery of such
                               request to the Secretary of the Corporation, at
                               the place and upon the notice provided by law and
                               in the By-laws of the Corporation for the holding
                               of meetings of shareholders.

                     (ii)      At each meeting of shareholders at which the
                               holders of shares of Series A Preferred Stock
                               shall have the right, voting separately as a
                               single series, to vote as provided in this
                               Section 7 or to take any action, the presence in
                               person or by proxy of the holders of record of
                               one-half of the total number of shares of Series
                               A Preferred Stock then outstanding and entitled
                               to vote on the matter shall be necessary and
                               sufficient to constitute a quorum. At any such
                               meeting or at any adjournment or postponement
                               thereof:

                               (A)        the absence of a quorum of the holders
                                          of shares of Series A Preferred Stock
                                          shall not prevent the election of
                                          directors and the absence of a quorum
                                          of the holders of shares of any other
                                          class or series of capital stock shall
                                          not prevent the taking of any action
                                          as provided in this Section 7; and

                               (B)        in the absence of a quorum of the
                                          holders of shares of Series A
                                          Preferred Stock, holders of a majority
                                          of such shares present in person or by
                                          proxy shall have the power to adjourn
                                          the meeting as to the actions to be
                                          taken by the holders of shares of
                                          Series A Preferred Stock from time to
                                          time and place to place without notice
                                          other than announcement at the meeting
                                          until a quorum shall be present.

                               For the taking of any action as provided in this
                               Section 7(b) by the holders of shares of Series A
                               Preferred Stock each such holder shall have one
                               vote for each share of Series A Preferred Stock
                               standing in his name on the transfer books of the
                               Corporation as of any record date fixed for such
                               purpose or, if no such date be fixed, at the
                               close of business on the business day next
                               preceding the day on which notice is given, or if
                               notice is waived, at the close of business on the
                               Business Day next preceding the day on which the
                               meeting is held.

           (d) In exercising the voting rights set forth in Sub-sections (c)
above of this Section 7, each share of Series A Preferred Stock shall have one
vote per share.

           8. AMENDMENT OF RESOLUTION. The Board of Directors of the Corporation
reserves the right by subsequent amendment of this resolution from time to time
to decrease the number of shares which constitute the Series A Preferred Stock
(but not below the number of shares thereof then outstanding) and in other
respects to amend this resolution within the limitations provided by law, this
resolution and the Certificate of Incorporation of the Corporation, as amended.

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<PAGE>


           IN WITNESS WHEREOF, CDKNET.COM, INC. has caused this certificate to
be signed by its President and attested by its Secretary this ____ day of
October, 2002.


                                             CDKNET.COM, INC.



                                             By:___________________________
                                                 Andrew Schenker , President

ATTEST:


____________________________
James W. Zimbler,  Secretary















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