Exhibit 4.2

                        CROSS MEDIA MARKETING CORPORATION

                           CERTIFICATE OF DESIGNATION
                                       OF
                              SERIES C CONVERTIBLE
                                 PREFERRED STOCK

                (Pursuant to Section 151 of the Delaware General
                                Corporation Law)

            The undersigned, the authorized officer of Cross Media Marketing
Corporation, a Delaware corporation (the "Corporation"), in accordance with the
provisions of Section 103 of the Delaware General Corporation Law (the "DGCL")
does hereby certify that, in accordance with Section 141 of the DGCL, the
following resolution was duly adopted by the Board of Directors of the
Corporation on November 6 2002:

            RESOLVED, that the Executive Committee of the Board of Directors,
pursuant to authority expressly vested in it by the Board, hereby authorizes the
issuance of a series of Preferred Stock, par value $.001 per share, of the
Corporation, and hereby fixes the designation, preferences, rights and other
terms thereof, in addition to those set forth in the Certificate of
Incorporation of the Corporation, as follows:

                              SERIES C CONVERTIBLE
                                 PREFERRED STOCK

            Section 1. Designation and Amount: Stated Capital. The shares of
such series shall be designated as "Series C Convertible Preferred Stock" (the
"Series C Convertible Preferred Stock"), the par value thereof shall be $.001
per share and the number of shares constituting the Series C Convertible
Preferred Stock shall be 2,000. The amount to be represented in stated capital
at all times for each share of Series C Convertible Preferred Stock shall be
$950.00 (the "Stated Value").

            Section 2. Rank. With respect to dividend rights and rights on
liquidation, winding-up and dissolution, the Series C Convertible Preferred
Stock will rank: (i) senior to: (A) the common stock, par value $0.001 per share
(the "Common Stock") of the Corporation; (B) all other classes of common stock
of the Corporation; and (C) each other class or series of preferred stock of the
Corporation now or hereafter established by the Board of Directors (the "Board
of Directors" or the "Board") of the Corporation, the terms of which do not
expressly provide that it ranks senior to, or on a parity with, the Series C
Convertible Preferred Stock as to dividend and

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redemption rights and rights on liquidation, winding-up and dissolution of the
Corporation (collectively referred to as "Junior Stock"); (ii) on a parity with
each other class or series of preferred stock of the Corporation established
hereafter by the Board of Directors, the terms of which expressly provide that
such class or series will rank on a parity with the Series C Convertible
Preferred Stock as to dividend and redemption rights and rights on liquidation,
winding-up and dissolution (collectively referred to as "Parity Stock"); and
(iii) junior to each class or series of preferred stock of the Corporation
established hereafter by the Board, the terms of which class or series expressly
provide that such class or series will rank senior to the Series C Convertible
Preferred Stock as to dividend and redemption rights or rights on liquidation,
winding-up and dissolution of the Corporation (collectively referred to as
"Senior Stock").

            Section 3. Dividends and Distributions.

            (a) The holders of shares of Series C Convertible Preferred Stock
shall be entitled to receive dividends at an annual rate of 8%, payable at the
option of the Company, in cash or shares of Common Stock.

            (b) Dividends shall accrue and be payable monthly, in arrears, on
the last day of each month, beginning January 31, 2003 (each, a "Dividend
Payment Date"); provided, however, that all accrued and unpaid dividends with
respect to any share of Series C Convertible Preferred Stock shall be payable on
the date that such share is redeemed in accordance with Section 7 or Section 8
or on the Put Date if shares Put to the Corporation in accordance with Section
9.

            (c) In the event that the Corporation elects to make a dividend
payment in shares of Common Stock, the number of shares of Common Stock issuable
as payment of such dividend shall be determined by dividing the total amount of
dividends due by the Fair Market Value (defined in Section 14(a)) of the Common
Stock on the Dividend Payment Date.

            (d) The holders of Series C Convertible Preferred Stock shall not be
entitled to receive any dividends or other distributions, except as set forth in
this Section 3.

            Section 4. Liquidation Preference. In the event of a liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary,
the holders of Series C Convertible Preferred Stock shall be entitled to receive
out of the assets of the Corporation, whether such assets constitute stated
capital or surplus of any nature, a sum in cash equal to the Stated Value per
share (the "Liquidation Preference"), together with an amount equal to the
dividends accrued and unpaid thereon (whether or not declared) to the date of
final distribution to such holders, without interest, and no more, before any
payment shall be made or any assets distributed to the holders of any Junior
Stock; provided, however, that such rights shall accrue to the holders of Series
C Convertible Preferred Stock only if the Corporation's payments with respect to
the liquidation preference of the holders of Senior Stock are fully met. After
the liquidation preferences of the Senior Stock are fully met, the entire assets
of the Corporation available for distribution shall be distributed ratably among
the holders of the Series C Convertible Preferred Stock and any Parity Stock in
proportion to the respective preferential amounts to which each is entitled (but
only to the extent of such preferential amounts). After


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payment in full of the accrued and unpaid dividends and the Liquidation
Preference of the shares of Series C Convertible Preferred Stock as provided in
this Section 4, the holders of such shares shall not be entitled to any further
participation in any distribution of assets by the Corporation. Neither a
consolidation or merger of the Corporation with another corporation nor a sale
or transfer of all or part of the Corporation's assets for cash, securities or
other property will be considered a liquidation, dissolution or winding-up of
the Corporation.

      Section 5. No Sinking Fund.

            The shares of Series C Convertible Preferred Stock shall not be
subject to the operation of a purchase, retirement or sinking fund.

            Section 6. Conversion.

            (a) Subject to Section 9, at any one time after the date of initial
issuance of the Series C Convertible Preferred Stock (the "Initial Issuance
Date"), the holders of the Series C Convertible Preferred Stock shall have the
right, to convert the Series C Convertible Preferred Stock into shares of Common
Stock in accordance with this Section 6. The conversion rights in this Section 6
must be exercised as to all of the shares of Series C Convertible Preferred
Stock, except for any shares of Series C Convertible Preferred Stock redeemed by
the Corporation in accordance with Section 7 or Section 8 or put to the
Corporation by the Majority Holders (defined in Section 14(b)) in accordance
with Section 9. Each share of Series C Convertible Preferred Stock shall be
convertible at the Corporation's office into that number of fully paid and
nonassessable shares of Common Stock (calculated as to each conversion to the
nearest 1/100th of a share) (the "Conversion Shares") as shall be equal to the
Conversion Rate (as hereinafter defined) in effect at the time of conversion.
The "Conversion Rate" shall be equal to (i) $950 divided by (ii) the lesser of
(A) $11.991 (the "Closing Price") and (B) the greater of (x) Fair Market Value
(defined in Section 14(a)) on the Valuation Date (defined in Section 14(c)) and
(y) $10.1924 (the "Floor Price"); provided, however, that in the event that any
shares of Series C Convertible Preferred Stock are converted into shares of
Common Stock following the Trigger Date (as defined in Section 9(a)), the
Conversion Rate shall be equal to (1) $190.00 divided by (2) $5.00 (the "Trigger
Price").

            (b) The right of the holders of Series C Convertible Preferred Stock
to convert their shares shall be exercised by surrendering for such purposes to
the Corporation or its agent, as provided above, certificates representing the
shares of Series C Convertible Preferred Stock to be converted, duly endorsed in
blank or accompanied by proper instruments of transfer and a written notice of
conversion executed by the Majority Holders. If the holders of shares of Series
C Convertible Preferred Stock elect to convert less than all of the shares
following (i) the Corporation's mailing of a notice of redemption in accordance
with Section 7, or (ii) the Majority Holders' mailing of a Put Notice in
accordance with Section 9, the Conversion will be effected on the Optional
Redemption Date (as defined in Section 7(b)) or the Put Date (as defined in
Section 9(b)), as the case may be, and the holders of Series C Convertible
Preferred Stock may condition such conversion upon the redemption of the shares
of Series C Convertible Preferred Stock not being so converted. A notice of
conversion shall not be effective unless (i) executed by the Majority Holders
and (ii) either (A) states that all of the shares of Series C Convertible


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<PAGE>

Preferred Stock are being converted or (B) is accompanied by a Put Notice
executed by the Majority Holders in accordance with Section 9 for the shares of
Series C Convertible Preferred Stock not being so converted. 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 upon conversion of shares of
Common Stock or other securities or property in a name other than that of the
holder of the shares of the Series C Convertible Preferred Stock being
converted, and the Corporation shall not be required to issue or deliver any
such shares or other securities or property unless and until the person or
persons requesting the issuance thereof shall have paid to the Corporation the
amount of any such tax or shall have established to the satisfaction of the
Corporation that such tax has been paid.

      (c) The Corporation shall take all action necessary so that a number of
shares of the authorized but unissued Common Stock (or common stock in the case
of any successor corporation) sufficient to provide for the conversion of the
Series C Convertible Preferred Stock outstanding upon the basis hereinbefore
provided are at all times reserved by the Corporation, free from preemptive
rights, for such conversion, subject to the provisions of Section 6(d). If the
Corporation shall issue any securities or make any change in its capital
structure which would change the number of shares of Common Stock into which
each share of the Series C Convertible Preferred Stock shall be convertible as
herein provided, the Corporation shall at the same time also make proper
provision so that thereafter there shall be a sufficient number of shares of
Common Stock authorized and reserved, free from preemptive rights, for
conversion of the outstanding Series C Convertible Preferred Stock on the new
basis.

      (d) Subject to the Corporation's rights under Section 7, in case of any
consolidation or merger of the Corporation with any other corporation or in case
of any sale or transfer of all or substantially all of the assets of the
Corporation, or in the case of any share exchange, in each case pursuant to
which all of the outstanding shares of Common Stock are converted into other
securities, cash or other property, the Corporation shall make appropriate
provision or cause appropriate provision to be made so that each holder of
shares of Series C Convertible Preferred Stock then outstanding shall have the
right thereafter (in lieu of the right to convert into Common Stock, which right
shall cease) to convert such shares of Series C Convertible Preferred Stock into
the kind and amount of securities, cash or other property receivable upon such
consolidation, merger, sale, transfer or share exchange by a holder of the
number of shares of Common Stock into which such shares of Series C Convertible
Preferred Stock could have been converted immediately prior to the effective
date of such consolidation, merger, sale, transfer or share exchange. If, in
connection with any such consolidation, merger, sale, transfer or share
exchange, each holder of shares of Common Stock is entitled to elect to receive
either securities, cash or other property upon completion of such transaction,
the Corporation shall provide or cause to be provided each holder of Series C
Convertible Preferred Stock the right to elect the securities, cash (other than
by the exercise of appraisal rights) or other property into which the Series C
Convertible Preferred Stock held by such holder shall be convertible after
completion of any such transaction on the same terms and subject to the same
conditions applicable to holders of the Common Stock (including, without
limitation, notice of the right to elect, limitations on the period in which
such election shall be made and the effect of failing to exercise the election).
The Corporation shall not effect any such transaction unless the


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<PAGE>

provisions of this Section 6(d) have been complied with. The above provisions
shall similarly apply to successive consolidations, mergers, sales, transfers or
share exchanges.

            (e) Upon the surrender of certificates representing shares of Series
C Convertible Preferred Stock, the person converting shall be deemed to be the
holder of record of the Common Stock issuable upon such conversion, and all
rights with respect to the shares surrendered shall forthwith terminate except
the right to receive the Common Stock or other securities, cash or other
property as herein provided.

            (f) No fractional shares of Common Stock shall be issued upon
conversion of Series C Convertible Preferred Stock but, in lieu of any fraction
of a share of Common Stock which would otherwise be issuable in respect of the
aggregate number of such shares surrendered for conversion at one time by the
same holder, the Corporation shall pay in cash an amount equal to the product of
(i) the Fair Market Value and (ii) such fraction of a share.

            (g) The Closing Price, Floor Price and the Trigger Price shall be
adjusted from time to time under certain circumstances in case the Corporation
shall (i) pay a dividend or make a distribution on its Common Stock in shares of
its capital stock, (ii) subdivide its outstanding Common Stock into a greater
number of shares, (iii) combine the shares of its outstanding Common Stock into
a smaller number of shares, or (iv) issue by reclassification of its Common
Stock any shares of its capital stock, then in each such case the Closing Price,
the Floor Price and the Trigger Price in effect immediately prior thereto shall
be proportionately adjusted so that the holder of any Series C Convertible
Preferred Stock thereafter surrendered for conversion shall be entitled to
receive, to the extent permitted by applicable law, the number and kind of
shares of capital stock of the Corporation which it would have owned or have
been entitled to receive after the happening of such event had such Series C
Convertible Preferred Stock been converted immediately prior to the record date
for such event (or if no record date has been established in connection with
such event, the effective date for such action). An adjustment pursuant to this
Section 6(g) shall become effective immediately after the record date in the
case of a stock dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination, or
reclassification. All calculations hereunder shall be made to the nearest cent
or to the nearest 1/100 of a share, as the case may be.

            (h) If at any time as a result of an adjustment made pursuant to
Section 6(g), the holder of any Series C Convertible Preferred Stock thereafter
surrendered for conversion shall become entitled to receive securities, cash, or
assets other than Common Stock, the number or amount of such securities or
property so receivable upon conversion 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 Section 6(g) above.

            (i) Except as otherwise provided, in this Section 6, no adjustment
in the Closing Price, Floor Price, Trigger Price or Conversion Rate shall be
made in respect of any conversion for share distributions or dividends
theretofore declared and paid or payable on the Common Stock.


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<PAGE>

            (j) Whenever the Closing Price, Floor Price or the Trigger Price is
adjusted, the Corporation will give notice by mail to the holders of record of
Series C Convertible Preferred Stock, which notice shall be made within 45 days
after the effective date of such adjustment and shall state the adjustment, the
Closing Price, the Floor Price and the Trigger Price. Notwithstanding the
foregoing notice provisions, failure by the Corporation to give such notice or a
defect in such notice shall not affect the binding nature of such corporate
action of the Corporation.

            Section 7. Optional Redemption by the Corporation

            (a) The Corporation shall have the right, at its sole option and
election, made in accordance with Section 7(c), to redeem, out of funds legally
available therefor, the shares of Series C Convertible Preferred Stock, in whole
(or in part to the extent of any shares of Series C Convertible Preferred Stock
not converted in accordance with Section 6), at a price (the "Optional
Redemption Price") equal to the Stated Value.

            (b) If the Corporation shall propose to redeem any of the
outstanding shares of Series C Convertible Preferred Stock as provided in
Section 7(a), notice shall be mailed by certified mail, postage paid, return
receipt requested, or via overnight courier, not less than twenty five (25) days
nor more than sixty (60) days prior to the date that the Corporation redeems all
of then outstanding shares of Series C Convertible Preferred Stock as provided
in Section 7(a) (the "Optional Redemption Date"), to the holders of record of
the outstanding Series C Convertible Preferred Stock. Holders of Series C
Convertible Preferred Stock shall have conversion rights in accordance with
Section 6 until the close of business on the business day immediately preceding
the date fixed for redemption. In order to facilitate the redemption of shares
of Series C Convertible Preferred Stock, the Board of Directors may fix a record
date for the determination of shares to be redeemed and the date fixed for such
redemption. Any notice which is mailed as herein provided shall be conclusively
presumed to have been duly given, whether or not the holder of the Series C
Convertible Preferred Stock receives such notice; and failure to give such
notice by mail, or any defect in such notice, to the holders of any shares
designated for redemption shall not affect the validity of the proceedings for
the redemption of such shares or any other shares of Series C Convertible
Preferred Stock.

            (c) Each holder of the shares of Series C Convertible Preferred
Stock shall surrender the certificate (or certificates) evidencing such shares
to the Corporation and shall thereupon be entitled to receipt of payment for
such shares as provided in Section 7(a). If, on the Optional Redemption Date,
funds necessary for the redemption shall be available therefor and shall have
been irrevocably deposited or set aside, then, notwithstanding that the
certificates evidencing any shares of Series C Convertible Preferred Stock shall
not have been surrendered, the dividends with respect to such shares shall cease
to accrue after the Optional Redemption Date, such shares shall no longer be
deemed outstanding, the holders thereof shall cease to be stockholders, and all
rights whatsoever with respect such shares (except the right of the holders to
receive the Optional Redemption Price, without interest, upon surrender of their
certificates therefor) shall terminate. Any monies deposited by the Corporation
pursuant to the foregoing provision and unclaimed at the end of one year from
the Optional Redemption Date shall, to the


                                      -6-
<PAGE>

extent permitted by law, be returned to the Corporation, after which the holders
of shares of Series C Convertible Preferred Stock shall look only to the
Corporation for the payment thereof.

            (d) The Optional Redemption Price provided for in Section 7(c) shall
be subject to appropriate adjustment by the Board of Directors of the
Corporation in the event of any stock split, stock dividend or similar division
of shares of Series C Convertible Preferred Stock or reverse split or similar
combination of the Series C Convertible Preferred Stock.

            Section 8. Mandatory Redemption by the Corporation.

            (a) The Corporation shall redeem an aggregate of one hundred eleven
(111) shares of Series C Convertible Preferred Stock per month, pro rata among
the holders of the Series C Convertible Preferred Stock, on the last day of each
month beginning on January 31, 2003 through May 31, 2004 and the balance of the
Series C Convertible Preferred Stock on June 30, 2004 (each, a "Mandatory
Redemption Date"), by paying in cash, out of funds legally available therefore,
a sum per share equal to the Stated Value (the "Mandatory Redemption Price");
provided, however, that the Corporation shall not be required to make a
redemption not in accordance with the DGCL.

            (b) On or prior to each Mandatory Redemption Date, each holder of
the shares of Series C Convertible Preferred Stock shall surrender the
certificate (or certificates) evidencing such shares entitled to be redeemed on
such Mandatory Redemption Date to the Corporation and shall thereupon be
entitled to receive payment of the Mandatory Redemption Price for such shares as
provided in Section 8(a). If, on a Mandatory Redemption Date, funds necessary
for the redemption shall be available therefor and shall have been irrevocably
deposited or set aside, then, notwithstanding that the certificates evidencing
any shares of Series C Convertible Preferred Stock shall not have been
surrendered, the dividends with respect to such shares shall cease to accrue
after such Mandatory Redemption Date, such shares shall no longer be deemed
outstanding, the holders thereof shall cease to be stockholders, and all rights
whatsoever with respect such shares (except the right of the holders to receive
the Mandatory Redemption Price for such shares, without interest, upon surrender
of their certificates therefor) shall terminate. Any monies deposited by the
Corporation pursuant to the foregoing provision and unclaimed at the end of one
year from a Mandatory Redemption Date shall, to the extent permitted by law, be
returned to the Corporation, after which the holders of shares of Series C
Convertible Preferred Stock shall look only to the Corporation for the payment
thereof.

            (c) The Mandatory Redemption Price provided for in Section 8(a)
shall be subject to appropriate adjustment by the Board of Directors of the
Corporation in the event of any stock split, stock dividend or similar division
of shares of Series C Convertible Preferred Stock or reverse split or similar
combination of the Series C Convertible Preferred Stock.

            Section 9. Put Right.

            (a) Subject to the other provisions of this Section 9, if the
Corporation defaults on any payment due to the holders of Series C Convertible
Preferred Stock on any Mandatory Redemption Date in accordance with the
provisions of Section 8(a) above, and such


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default continues until the latter of (i) the tenth (10th) day after such
Mandatory Redemption Date or (ii) the tenth (10th) day after the Corporation's
receipt of the certificate (or certificates) evidencing the shares of Series C
Convertible Preferred Stock to be so redeemed ("Trigger Date"), then, in such
event, the Majority Holders shall have the right at any one time, exercisable
prior to the earlier of (i) the next Mandatory Redemption Date or (ii) the cure
of such default, to require the Corporation to purchase any or all of the shares
of Series C Convertible Preferred Stock (the "Put") for a sum per share equal to
the Stated Value (the "Put Price"); provided, however, that (i) if the Put is
exercised for less than all the shares of Series C Convertible Preferred Stock,
the remaining shares of Series C Convertible Preferred Stock shall automatically
be converted on the Put Date (defined in Section 9(b)) in accordance with
Section 6 or (ii) the Corporation shall not be required to purchase such shares
not in accordance with the DGCL.

            (b) If the Majority Holders shall propose to exercise the Put as
provided in Section 9(a) notice (the "Put Notice") shall be mailed by certified
mail, postage prepaid, return receipt requested or via overnight courier, of the
exercise of the Put to the Corporation not less than twenty five (25) days nor
more than sixty (60) days prior to the date of the exercise of the Put (the "Put
Date"). On or prior to the Put Date, each holder of the shares of Series C
Convertible Preferred Stock shall surrender the certificate (or certificates)
evidencing such shares to the Corporation and shall thereupon be entitled to
receipt of payment for the Put Price. If, on the Put Date, funds necessary for
the Put Price shall be available therefor and shall have been irrevocably
deposited or set aside, then, notwithstanding that the certificates evidencing
any shares of Series C Convertible Preferred Stock shall not have been
surrendered, the dividends with respect to such shares shall cease to accrue
after the Put Date, such shares shall no longer be deemed outstanding, the
holders thereof shall cease to be stockholders, and all rights whatsoever with
respect such shares (except the right of the holders to receive the Put Price,
without interest, upon surrender of their certificates therefor) shall
terminate. Any monies deposited by the Corporation pursuant to the foregoing
provision and unclaimed at the end of one year from the Put Date shall, to the
extent permitted by law, be returned to the Corporation, after which the holders
of shares of Series C Convertible Preferred Stock shall look only to the
Corporation for the payment thereof.

            (c) The Put Price provided for in Section 9(a) shall be subject to
appropriate adjustment by the Board of Directors of the Corporation in the event
of any stock split, stock dividend or similar division of shares of Series C
Convertible Preferred Stock or revise split or similar combination of the Series
C Convertible Preferred Stock.

            Section 10. Voting Rights.

            (a) The holders of Series C Convertible Preferred Stock will not
have any voting rights except as set forth in this Section 10 or as otherwise
from time to time required by law.

            (b) The affirmative vote or consent of the Majority Holders, voting
separately as a class, will be required for any amendment, alteration or repeal
of this Certificate of Designation, if such amendment, alteration or repeal
materially and adversely affects the rights,


                                      -8-
<PAGE>

preferences or privileges of the Series C Convertible Preferred Stock. The
creation, authorization or issuance of any series or shares of any Senior Stock,
Parity Stock or Junior Stock or the increase or decrease in the amount of
authorized capital stock of any class, including preferred stock, shall not
require the consent of holders of the Series C Convertible Preferred Stock and
shall not be deemed to affect adversely the rights, preference or privileges of
shares of Series C Convertible Preferred Stock. Such right of the holders of
Series C Convertible Preferred Stock to vote as hereinabove provided may be
exercised at any annual meeting or at any special meeting called for such
purpose as hereinafter provided or at any adjournment thereof.

            (c) In any case in which the holders of Series C Convertible
Preferred Stock shall be entitled to vote pursuant to this Section 10 or
pursuant to Delaware law, each holder of Series C Convertible Preferred Stock
entitled to vote with respect to such matters shall be entitled to one vote for
each share of Series C Convertible Preferred Stock held.

            Section 11. Residual Rights. All rights accruing to the outstanding
shares of the Corporation not expressly provided for to the contrary herein
shall be vested in the Common Stock.

            Section 12. Preemptive Rights. The holders of the Series C
Convertible Preferred Stock are not entitled to any preemptive rights.

            Section 13. Outstanding Shares. All shares of Series C Convertible
Preferred Stock shall be deemed outstanding except: (i) from the date of
surrender of certificates representing shares of Series C Convertible Preferred
Stock for conversion into Common Stock, all shares of Series C Convertible
Preferred Stock converted into Common Stock; and (ii) from the date of
registration of transfer, all shares of Series C Convertible Preferred Stock
held of record by the Corporation or any subsidiary of the Corporation.

            Section 14. Definitions.

            (a) The term "Fair Market Value" on any date shall mean the average
of the closing sales price (or closing bid price if no sales prices are reported
on any given day) of the Common Stock as reported on The American Stock Exchange
("AMEX") (or such other exchange or quotation medium on which the Common Stock
is then traded) for the 10 consecu-tive trading days ending on the third trading
day preceding a Valuation Date. If the Common Stock is not quoted on the AMEX,
an exchange or other quotation medium, Fair Market Value shall be determined by
the Board of Directors of the Corporation. In the event of payment of dividends
in shares of Common Stock no fractional shares shall be issued but cash shall be
paid in lieu of the issuance of the fractional share based upon the Fair Market
Value of such fractional shares. If an event set forth in Section 6(g) which
results in an adjustment to the Closing Price, Floor Price and the Trigger Price
occurs during any period described above for determining Fair Market Value, the
closing sale price (or closing bid price) for any day prior to such event shall
be adjusted in accordance with Section 6(g).


                                      -9-
<PAGE>

            (b) The term "Majority Holders" means the holders of a majority of
the shares of Series C Convertible Preferred Stock.

            (c) The term "Valuation Date" for purposes of determining Fair
Market Value shall mean (i) the date on which the shares of Series C Convertible
Preferred Stock are surren-dered to the Corporation, together with a notice of
conversion, in the case of conversion of all of the shares of Series C
Convertible Preferred Stock, (ii) the tenth (10th) trading day after the
Corporation mails a notice of redemption, in the case of conversion (in whole or
in part) after the Corporation has mailed a notice of redemption in accordance
with Section 7 or (iii) the date of the Put Notice (defined in Section 9(b)), in
the case of an exercise of the Put (defined in Section 9(a)) by the Majority
Holders with respect to less than all of the shares of Series C Convertible
Preferred Stock in accordance with Section 9(b).

            IN WITNESS WHEREOF, Cross Media Marketing Corporation has caused
this certificate to be signed by Richard Kaufman, its President and Chief
Operating Officer this 2nd day of April 2003.

                                    CROSS MEDIA MARKETING CORPORATION


                                    By: /s/ Richard Kaufman
                                        ---------------------------------------
                                        Name: Richard Kaufman
                                        Title: President and Chief Operating
                                               Officer