Exhibit 3.6

                                     AMENDED
                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
               AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK

                                       OF

                               4net Software, Inc.


     4net Software, Inc. (the "Company"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"GCL"), in accordance with Section 151 of the GCL, DOES HEREBY CERTIFY that:

     The Certificate of Incorporation of the Company provides that the Company
is authorized to issue 5,000,000 shares of preferred stock with a par value of
$.01. The Certificate of Incorporation provides, further, that the Board of
Directors is authorized, to the extent permitted by law, to provide for the
issuance of the shares of preferred stock in series, and by filing a certificate
pursuant to the GCL, to establish from time to time the number of shares to be
included in each series and to fix the designation, powers, preferences and
rights and the qualifications, limitations or restrictions thereof. Pursuant to
the authority conferred upon the Board of Directors by the Certificate of
Incorporation, the Board of Directors, at a duly held meeting on April 9, 2001,
adopted a resolution providing for the designation, rights, powers and
preferences and the qualifications, limitations and restrictions of 550,000
shares of Series A Convertible Preferred Stock, and that a copy of such
resolution is as follows:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
     of the Company, the provisions of its Certificate of Incorporation, as
     amended, and in accordance with the General Corporation Law of the State of
     Delaware the Board of Directors hereby authorizes the filing of an Amended
     Certificate of Designations, Preferences and Rights of Series A Convertible
     Preferred Stock of 4net Software, Inc. to amend certain terms and
     conditions of the Company's "Series A Convertible Preferred Stock."
     Accordingly, the Company's Series A Convertible Preferred Stock with par
     value of $.01 per share, shall have the powers, preferences and rights and
     the qualifications, limitations and restrictions thereof, as follows:

     1.   Designation and Number of Shares. Shares of the series shall be
          designated and known as the Series A Convertible Preferred Stock of
          the Company. The Series A Convertible Preferred Stock shall consist of
          550,000 shares. Shares of the Series A Convertible Preferred Stock
          which are retired, converted into shares of Common Stock, purchased or
          otherwise acquired by the Company shall be cancelled and shall revert
          to authorized but unissued preferred stock, undesignated as to series
          and subject to reissuance by the Company as shares of preferred stock
          of any one or more series.

     2.   Conversion of Shares of Series A Convertible Preferred Stock.

          2.1  Conversion at the Option of the Holder. Each share of Series A
               Convertible Preferred Stock shall be convertible, at the option
               of the holder thereof, into five (5) shares of the Common Stock
               of the Company (the "Conversion Ratio"). A holder of the Series A
               Convertible Preferred Stock ("Series A Shareholder") may exercise
               his or her option to convert the shares of Series A Convertible
               Preferred Stock into five (5) fully paid and nonassessable shares
               of Common Stock at any time prior to the fifth (5th) anniversary
               of the date of issuance of the Series A Convertible Preferred
               Stock, at which time the shares of Series A Convertible Preferred
               Stock shall automatically convert into five (5) fully paid and
               nonassessable shares of Common Stock. To convert the shares of
               Series A Convertible Preferred Stock the Series A Shareholder
               must give written notice to the Company that the Series A
               Shareholder elects to convert his or her shares of Series A
               Convertible Preferred Stock into Common Stock and by surrender of
               all the certificates for the shares of Series A Convertible
               Preferred Stock to be converted to the Company at its principal
               office (or such other office or agency of the Company as the
               Company may designate by notice in writing to the holders of the
               Series A

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               Convertible Preferred Stock) at any time during its usual
               business hours on the date set forth in such notice, together
               with a statement of the name or names (with addresses and social
               security numbers) in which the certificates for shares of Common
               Stock shall be issued.

          2.2  Forced Conversion. Each share of Series A Convertible Preferred
               Stock shall automatically convert into five (5) fully paid and
               nonassessable shares of Common Stock upon the occurrence of both
               of the following two events:

               (i)  The shares of the Company's Common Stock, which are
                    currently traded on the NASDAQ's Over-the-Counter Bulletin
                    Board under the trading symbol "FNSI", close at or above a
                    price of $1.20 for twenty (20) consecutive trading days; and

               (ii) The shares of Common Stock underlying all of the issued and
                    outstanding shares of Series A Convertible Preferred Stock
                    are covered by a current and effective registration
                    statement filed pursuant to the Securities Act of 1933.

               In the event the shares of Series A Convertible Preferred Stock
               are automatically converted into five (5) shares of Common Stock
               pursuant to this paragraph 2.2 (the "Forced Conversion"), the
               holders of the Series A Convertible Preferred Stock shall be
               notified by certified mail return receipt requested within ten
               (10) business days of the Forced Conversion. In connection with
               the Forced Conversion, the holders of the Series A Convertible
               Preferred Stock shall be required to surrender their shares of
               Series A Convertible Preferred Stock to the Company, together
               with a statement of the name or names (with addresses and social
               security numbers) in which the certificates for shares of Common
               Stock shall be issued.

          2.3  Issuance of Certificates: Time Conversion Effected. Promptly
               after the receipt of the written notice referred to in
               subparagraph 2.1, and surrender of the certificates for the
               shares of Series A Convertible Preferred Stock to be converted,
               the Company shall issue and deliver, or cause to be issued and
               delivered, to the Series A Shareholder, registered in such name
               or names as the Series A Shareholder may direct, certificates to
               each such Series A Shareholder for the number of shares of Common
               Stock issuable upon the conversion of such shares of Series A
               Convertible Preferred Stock. To the extent permitted by law, such
               conversion shall be deemed to have been effected and the
               Conversion Ratio shall be determined as of the close of business
               on the date on which such written notice shall have been received
               by the Company. At such time the rights of the holders of such
               shares of Series A Convertible Preferred Stock to be converted
               shall cease, and the person or persons in whose name or names the
               certificates for shares of Common Stock shall be issuable upon
               such conversion shall be deemed to have become holders of record
               of the shares represented thereby.

     3.   Registration Rights for Shares of Common Stock Issued upon Conversion
          of the Series A Convertible Preferred Stock at the Option of the
          Holder.
          The Company hereby undertakes to make all reasonable efforts to file a
          registration statement pursuant to the Securities Act of 1933, within
          ninety (90) days of the date of issuance of the Series A Convertible
          Preferred Stock to register the shares of Common Stock issuable upon
          the conversion of the Series A Preferred Stock Stock. The Company
          shall at its sole cost and expense, use all reasonable efforts to
          cause such registration statement to become effective as soon as
          practicable, and shall take all other action necessary under federal
          and state laws and regulations to permit the holders of the Series A
          Convertible Preferred Stock to sell or otherwise dispose of his or her
          shares of Common Stock, and will maintain compliance with such federal
          and state laws and regulations for the period necessary for the
          holders of the Series A Convertible Preferred Stock to effect the sale
          or other disposition. Notwithstanding the foregoing, the registration
          rights granted to the holders of the Series A Convertible Preferred
          Stock are subject to such limits or the complete prohibition on the
          number of shares which may be registered as may be imposed by the
          underwriter, or representative of the underwriters, as the case may
          be, of the offering to be made pursuant to such registration
          statement.

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     4.   Cumulative Dividend Payments. Each share of Series A Convertible
          Preferred Stock shall be paid, out of any assets at the time legally
          available therefore, a dividend at the rate of eight percent (8%) per
          annum based on a value of four dollars ($4.00) per share of Series A
          Convertible Preferred Stock from the date of issuance of the Series A
          Convertible Preferred Stock ("Cumulative Dividend"). Such Cumulative
          Dividends are prior and in preference to any declaration or payment of
          any distribution to any other class of preferred stock or the common
          stock of the Company. The Cumulative Dividend shall be payable to the
          holders of Series A Convertible Preferred Stock on a semi-annual basis
          ("Cumulative Dividend Payments"). The initial Cumulative Dividend
          Payments shall become due and payable to the holders of the Series A
          Convertible Preferred Stock on the first business day of the calendar
          month following the six (6) month anniversary of the date of issuance
          of the Series A Convertible Preferred Stock (the "Initial Cumulative
          Dividend Payment"). Subsequent Cumulative Dividend Payments shall be
          made on the six (6) month anniversary of the Initial Cumulative
          Dividend Payment. Cumulative Dividends shall cease to accrue on the
          Series A Convertible Preferred Stock once the Series A Convertible
          Preferred Stock is converted, for any reason, into Common Stock. The
          Cumulative Dividend shall accrue on each share of Series A Convertible
          Preferred Stock from day to day from the date of issuance of the
          Series A Convertible Preferred Stock whether or not earned or declared
          so that if such Cumulative Dividend with respect to any previous
          period at the rate provided for herein has not been paid on, or
          declared and set apart for, all shares of Series A Convertible
          Preferred Stock at the time outstanding, the deficiency shall be fully
          paid on, or declared and set apart for such shares of Series A
          Convertible Preferred Stock before any distribution shall be paid on
          or declared and set apart for any other class of preferred stock or
          the common stock of the Company. Upon conversion of the Series A
          Convertible Preferred Stock into Common Stock all Cumulative Dividends
          that have accrued, but which have not been paid, on the Series A
          Convertible Preferred Stock shall become due and payable to the
          holders of the Series A Convertible Preferred Stock forty- five days
          after the date the shares of Series A Convertible Preferred Stock are
          converted into Common Stock.

     5.   Liquidation.

          5.1  Upon any liquidation, dissolution or winding up of the Company,
               whether voluntary or involuntary, the holders of the shares of
               Series A Convertible Preferred Stock (unless previously converted
               into shares of Common Stock) shall be entitled, before any
               distribution or payment is made upon any stock ranking on
               liquidation junior to the Series A Convertible Preferred Stock,
               to be paid an amount equal to four dollars ($4.00) per share of
               Series A Convertible Preferred Stock, plus in each case, any
               accrued, but unpaid Cumulative Dividends. Such amount payable
               with respect to one share of Series A Convertible Preferred
               Stock, as the case may be, being sometimes referred to as the
               "Liquidation Payment" and with respect to all shares of Series A
               Convertible Preferred Stock being sometimes referred to as the
               "Liquidation Payments".

          5.2  If upon such liquidation, dissolution or winding up of the
               Company, whether voluntary or involuntary, the assets to be
               distributed among the holders of Series A Convertible Preferred
               Stock shall be insufficient to permit payment to the holders of
               Series A Convertible Preferred Stock of the full Liquidation
               Payments, then the entire assets of the Company to be so
               distributed shall be distributed ratably among the holders of
               Series A Convertible Preferred Stock.

          5.3  Upon any such liquidation, dissolution or winding up of the
               Company, after the holders of Series A Convertible Preferred
               Stock shall have been paid in full the amounts to which they
               shall be entitled as set forth in subparagraph 5.1 above, the
               remaining net assets of the Company shall be distributed to the
               holders of Common Stock in proportion to the shares of Common
               Stock then held by them.

          5.4  The consolidation or merger of the Company into or with any other
               entity or entities which results in the exchange of outstanding
               shares of the Company for securities or other consideration
               issued or paid or caused to be issued or paid by any such entity
               or affiliate

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               thereof, and the sale or transfer by the Company of all or
               substantially all its assets, shall be deemed to be a
               liquidation, dissolution or winding up of the Company within the
               meaning of the provisions of this paragraph 5, with the result
               that, unless previously converted into shares of Common Stock,
               the outstanding shares of Series A Convertible Preferred Stock
               shall automatically convert into five (5) fully paid and
               nonassessable shares of Common Stock.

          5.5  For purposes hereof, the Common Stock shall rank on liquidation
               junior to the Series A Convertible Preferred Stock.

     6.   Adjustments to the Conversion Ratio. In case the Company shall at any
          time subdivide (by any stock split, stock dividend or otherwise) its
          outstanding shares of Common Stock into a greater number of shares,
          the Conversion Ratio in effect immediately prior to such subdivision
          shall be proportionately increased, and, conversely, in case the
          outstanding shares of Common Stock shall be combined into a smaller
          number of shares (by reverse split or otherwise), the Conversion Ratio
          in effect immediately prior to such combination shall be
          proportionately reduced.

     7.   Notice of Adjustment. Upon any adjustment of the Conversion Ratio, as
          set forth in paragraph 6, above, the Company shall give written notice
          thereof, within twenty (20) business days, by first class mail,
          postage prepaid, or by telex to non-United States residents, addressed
          to each holder of shares of Series A Convertible Preferred Stock at
          the address of such holder as shown on the books of the Company, which
          notice shall state the Conversion Ratio resulting from such
          adjustment, setting forth in reasonable detail the method upon which
          such calculation is based.

     8.   Voting Rights. The holders of the Series A Convertible Preferred Stock
          shall have no voting rights, except that so long as any shares of
          Series A Convertible Preferred Stock are outstanding, the consent of
          the holders of at least a majority, or any greater amount then
          required by law, of the shares of Series A Convertible Preferred Stock
          outstanding, given in person or by proxy, either in writing or by vote
          at a meeting of the holders of the holders of Series A Convertible
          Preferred Stock called for the purpose, shall be necessary for
          authorizing or effecting the amendment, alteration or repeal of any of
          the provisions of the Certificate of Incorporation or the By-Laws of
          the Company, as amended to date and presently in effect, or of this
          resolution, so as to affect adversely the preferences, priority,
          rights, powers or privileges of the Series A Convertible Preferred
          Stock as such or the holders thereof as such.

     9.   Stock to be Reserved. The Company will at all times reserve and keep
          available out of its authorized Common Stock, solely for the purpose
          of issuance upon the conversion of Series A Convertible Preferred
          Stock as herein provided, such number of shares of Common Stock as
          shall then be issuable upon the conversion of all outstanding shares
          of Series A Convertible Preferred Stock.

     10.  Amendments. No provision of these terms of the Series A Convertible
          Preferred Stock may be amended, modified or waived as to such Series
          without the written consent or affirmative vote of the holders of at
          least fifty-one percent (51%) of the then outstanding shares of Series
          A Convertible Preferred Stock.

     IN WITNESS WHEREOF, 4net Software, Inc. has caused this Certificate to be
signed by Steven N. Bronson, its President, this 17th day of May, 2001.


                                                  /s/  Steven N. Bronson
                                                  ------------------------
                                                  Steven N. Bronson, President
                                                  4net Software, Inc.