CERTIFICATE OF CORRECTION

                                     TO THE

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

                                       OF

                         QUERYOBJECT SYSTEMS CORPORATION

                              ---------------------


                  QUERYOBJECT SYSTEMS CORPORATION,  a corporation  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware (the "Corporation"), does hereby certify:

                  1.       The name of the Corporation is QUERYOBJECT SYSTEMS
CORPORATION.

                  2. The  Certificate  of  Designations,  Preferences  and Other
Rights  and  Qualifications  of  Series  A  Convertible  Preferred  Stock of the
Corporation  filed with the  Secretary  of State of  Delaware on October 9, 1998
(the  "Certificate  of  Designations")  contains  an  inaccurate  record  of the
corporate  action taken therein,  and the Certificate of  Designations  requires
correction  as  permitted  by  subsection  (f) of  Section  103  of the  General
Corporation Law of the State of Delaware.

                  3. The  inaccuracy in the  Certificate of  Designations  is as
follows:

                           Certain ranking and liquidation provisions contained
in the Certificate of Designations are incorrectly set forth.

                  4. Section 1 of the  Certificate of  Designations is corrected
and restated to read in its entirety as follows:

                  A. Designations and Amount and Rank. One Million Eight Hundred
Eighty-One   Thousand   (1,881,000)   shares  of  the  Preferred  Stock  of  the
Corporation,  par value $.001 per share,  shall constitute a series of Preferred
Stock  designated  as "Series A  Convertible  Preferred  Stock"  (the  "Series A
Preferred Stock"). The Series A Preferred Stock shall rank senior to all classes
and series of capital  stock of the  Corporation  now or  hereafter  authorized,
issued or  outstanding  (provided,  however,  that the Series A Preferred  Stock
shall rank pari passu with  respect  to rights on  liquidation,  dissolution  or
winding up of the  Corporation  with up to 119,000 shares of Preferred  Stock of
the Corporation,  par value $.001 per share,  constituting a series of Preferred
Stock


<PAGE>
designated  as Series B  Convertible  Preferred  Stock (the  "Series B Preferred
Stock) that may be designated and issued by the Corporation) including,  without
limitation,  the Common Stock, par value $.001 per share of the Corporation (the
"Common  Stock"),  and any other  classes  and  series of  capital  stock of the
Corporation now or hereafter  authorized,  issued or outstanding  (collectively,
the "Junior Securities").  In addition, the Corporation will not issue any class
or series of any class or  capital  stock,  other  than the  Series B  Preferred
Stock,  that ranks pari passu with the Series A Preferred  Stock with respect to
rights on liquidation, dissolution or winding up of the Corporation.

                  5. Section 3 of the  Certificate of  Designations is corrected
and restated to read in its entirety as follows:

                  Rights on Liquidation, Dissolution or Winding Up, Etc.

                  (a) In the event of any voluntary or involuntary  liquidation,
dissolution,  Change of Control  (as  hereinafter  defined) or winding up of the
Corporation (each, a "Liquidation"), the assets of the Corporation available for
distribution  to its  stockholders,  whether from capital,  surplus or earnings,
shall be distributed in the following order of priority:

                           (i) The holders of Series A Preferred  Stock shall be
                  entitled  to  receive,   prior  and  in   preference   to  any
                  distribution to the holders of Common Stock,  any other series
                  or class of  Preferred  Stock  (except  the Series B Preferred
                  Stock, if and when such Series B Preferred Stock is designated
                  and  issued) or any other class of the  Corporation's  capital
                  stock,  whether now existing or hereafter  created,  an amount
                  equal to the sum of (A) the  greater  of (1) the  amount  they
                  would have  received had they  converted  all of the shares of
                  Series  A  Preferred   Stock  into  shares  of  Common   Stock
                  immediately prior to such Liquidation and (2) the Stated Value
                  (as hereinafter  defined) per share for each share of Series A
                  Preferred  Stock then  outstanding  and (B) an amount equal to
                  all  declared  but unpaid  dividends on such share of Series A
                  Preferred  Stock  as of the  date  of  such  Liquidation.  The
                  "Stated  Value"  of each  share of  Series A  Preferred  Stock
                  shall, without adjustment, be $2.00.

                           (ii) After  distribution  of the amounts set forth in
                  Section   3(a)(i)   hereof,   the  remaining   assets  of  the
                  Corporation  available  for  distribution,   if  any,  to  the
                  stockholders

                                       -2-

<PAGE>
                  of the  Corporation  shall be  distributed  to the  holders of
                  issued and outstanding shares of Common Stock.

                  (b) A "Change of  Control"  means (i) the  direct or  indirect
sale,  lease,  exchange  or other  transfer of all or  substantially  all of the
assets  of the  Corporation  to any  person or  entity  or group of  persons  or
entities acting in concert as a partnership or other group or (ii) the merger or
consolidation   of  the  Corporation   with  or  into  another   corporation  or
corporations  with  the  effect  that  the  then  existing  stockholders  of the
Corporation  hold  less  than  50% of the  combined  voting  power  of the  then
outstanding  securities  of the  surviving  corporation  of such  merger  or the
corporation resulting from such consolidation  ordinarily (and apart from rights
accruing under special  circumstances)  having the right to vote in the election
of directors.

                  QUERYOBJECT SYSTEMS CORPORATION has caused this Certificate of
Correction of Certificate of Designations to be signed by  _______________,  its
____________________, this __ day of October, 1998.


                                   QUERYOBJECT SYSTEMS CORPORATION


                                   By:________________________________________
                                       Name:
                                       Title:



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