QUERYOBJECT SYSTEMS CORPORATION

                     CERTIFICATE OF DESIGNATION, PREFERENCES
                     AND OTHER RIGHTS AND QUALIFICATIONS OF
                      SERIES B CONVERTIBLE PREFERRED STOCK


         QUERYOBJECT SYSTEMS CORPORATION,  a corporation  organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),

         DOES HEREBY CERTIFY:

         FIRST:  That,  pursuant  to  authority  conferred  upon  the  Board  of
Directors  of  the  Corporation  (the  "Board")  by  the  Amended  and  Restated
Certificate  of  Incorporation   of  said   Corporation  (the   "Certificate  of
Incorporation"),  and pursuant to the  provisions of Section 151 of the Delaware
General Corporation Law, there hereby is created, out of the 2,000,000 shares of
Preferred  Stock  of  the  Corporation  authorized  in  Article  FOURTH  of  the
Certificate of Incorporation (the "Preferred  Stock"), a series of the Preferred
Stock consisting of 110,000 shares,  $.001 par value per share, to be designated
"Series B  Convertible  Preferred  Stock,"  and to that end the Board  adopted a
resolution   providing   for  the   designation,   preferences   and   relative,
participating, optional or other rights, and the qualifications, limitations and
restrictions,  of the Series B Convertible  Preferred Stock, which resolution is
as follows:

                  RESOLVED, that the Certificate of Designation, Preferences and
         Other  Rights  and  Qualifications  of Series B  Convertible  Preferred
         Stock, dated November 2, 1998 (the "Certificate of Designation") be and
         is hereby  authorized  and approved,  which  Certificate of Designation
         shall be  filed  with the  Delaware  Secretary  of State in the form as
         follows:

                  1.   Designations  and  Amount  and  Rank.  (One  Hundred  Ten
Thousand)  110,000 shares of the Preferred Stock of the  Corporation,  par value
$.001 per share,  shall  constitute a series of Preferred  Stock  designated  as
"Series B Convertible Preferred Stock" (the "Series B Preferred Stock").  Except
for Series A Convertible Preferred Stock ("Series A Preferred Stock") which will
rank pari  passu  with the Series B  Preferred  Stock with  respect to rights on
liquidation,  dissolution  or  winding  up of  the  Corporation,  the  Series  B
Preferred  Stock shall rank senior to all classes and series of capital stock of
the Corporation now or hereafter authorized,  issued or outstanding,  including,
without  limitation,  the  Common  Stock,  par  value  $.01  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


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outstanding  (collectively,  the "Junior Securities").  In addition,  except for
Series A Preferred  Stock, the Corporation will not issue any class or series of
any class or capital  stock  that  ranks pari passu with the Series B  Preferred
Stock with respect to rights on  liquidation,  dissolution  or winding up of the
Corporation.

                  2.       Dividends.

                  (a) The holders of the Series B  Preferred  Stock shall not be
entitled  to receive  any stated  amount of  dividends,  cash or  otherwise,  in
connection  with such Series B Preferred  Stock.  No dividends  shall be payable
upon any Junior  Securities  unless  equivalent  dividends,  on an  as-converted
basis,  are declared and paid  concurrently  on the Series B Preferred Stock and
the Series A Preferred  Stock.  No dividends shall be payable on any other class
of  preferred  stock  during such time as the Series B Preferred  Stock  remains
outstanding.

                  (b) Notwithstanding  anything to the contrary provided herein,
unless  and  until a  dividend  is paid to other  holders  of the  Corporation's
capital  stock,  holders of Series B  Preferred  Stock  shall not be entitled to
receive any dividends.

                  3.       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 B  Preferred  Stock  and
                  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 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 their shares of Series B Preferred Stock
                  and  Series A  Preferred  Stock  into  shares of Common  Stock
                  immediately  prior to such  Liquidation and (2) the Investment
                  Value (as hereinafter  defined) and (B) an amount equal to all
                  declared  but  unpaid  dividends  on such  share  of  Series A
                  Preferred  Stock or Series B Preferred Stock as of the date of
                  such  Liquidation.  Investment  Value shall mean the aggregate
                  purchase  price  paid  by the  purchaser  for the  units  (the
                  "Units") which included  Series A Preferred  Stock or Series B
                  Preferred Stock, as the case may be.


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                           (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  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.

                  4.       Voting Rights.

                  Each  holder of shares of Series B  Preferred  Stock  shall be
entitled to such number of votes in respect of such shares of Series B Preferred
Stock as shall  equal the number of votes  into which the holder of the  largest
whole  number of  shares of Common  Stock  into  which  such  shares of Series B
Preferred Stock are then convertible  pursuant to Section 5 hereof.  Such holder
would be entitled, to vote on all matters to which holders of Common Stock shall
be entitled to vote,  voting  together  as a single  class with such  holders of
Common Stock  (except as  hereinafter  provided) in the same manner and with the
same effect as such  holders of Common  Stock  subject to Article  EIGHTH of the
Certificate of Incorporation.  The holders of shares of Series B Preferred Stock
shall also vote as a separate class on all matters that the General  Corporation
Law of the State of Delaware  specifically requires the holders of shares of the
Series B Preferred Stock to vote as a separate class.

                  5.       Conversion of Series B Preferred Stock.

                  (a) The  "Stated  Value" of each  share of Series B  Preferred
Stock shall,  without  adjustment,  be $10.00. The holders of Series B Preferred
Stock shall have the right, at such holders' option, at any time or from time to
time,  to convert each share of Series B Preferred  Stock into such whole number
of  shares  of  Common  Stock  as is  equal  to the  number  of  fully  paid and
non-assessable  shares of Common Stock that results from  multiplying the number
of shares of Series B Preferred  Stock to be  converted  by the Stated Value and
dividing the result by the Conversion  Price (as hereinafter  defined) per share
for the Series B Preferred Stock in

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effect at the time of conversion.  The initial Conversion Price per share of the
Series B  Preferred  Stock  shall be $.50.  The holder of any shares of Series B
Preferred  Stock,  exercising  the  aforesaid  right to convert such shares into
shares of Common Stock shall be entitled to receive, in cash, an amount equal to
all declared  dividends with respect to such shares of Series B Preferred  Stock
up to and including the  respective  conversion  date of such shares of Series B
Preferred Stock.

                  (b)  Before any holder of Series B  Preferred  Stock  shall be
entitled  to convert  the same into shares of Common  Stock,  such holder  shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the  Corporation or of any transfer agent  designated by the  Corporation for
the Series B Preferred  Stock,  and shall give written notice to the Corporation
at its principal corporate office, of the election to convert the same and shall
state therein the name or names in which the  certificate  or  certificates  for
shares of Common  Stock are to be  issued.  The  Corporation  shall,  as soon as
practicable  thereafter,  issue and  deliver  at such  office to such  holder of
Series B  Preferred  Stock,  or to the nominee or  nominees  of such  holder,  a
certificate  or  certificates  for the number of shares of Common Stock to which
such holder shall be entitled as aforesaid.  Such conversion  shall be deemed to
have been made  immediately  prior to the close of  business on the date of such
surrender  of the shares of Series B Preferred  Stock to be  converted,  and the
person or persons  entitled to receive the shares of Common Stock  issuable upon
such  conversion  shall be treated  for all  purposes  as the  record  holder or
holders of such shares of Common Stock as of such date.

                  (c) Until such time as all of the Series B Preferred  Stock is
converted into Common Stock or redeemed in accordance with Section 6 hereof, the
Company will not issue any Additional Stock (as hereinafter  defined) at a price
less than the Conversion Price. "Additional Stock" as used herein shall mean any
shares of Common  Stock  issued  (or  deemed to have  been  issued)  or  rights,
warrants, options or other exchangeable securities convertible into Common Stock
(including  shares of Common  Stock held in the  Corporation's  treasury) by the
Corporation after the date hereof other than:

                           (A) Common Stock issued or issuable  upon  conversion
         of the Series A Preferred Stock or the Series B Preferred Stock.

                           (B) Common  Stock  issuable to  employees,  advisors,
         consultants or outside  directors of the Corporation  pursuant to stock
         options which have been granted as of September 28, 1998.

                           (C) Common  Stock  issuable  upon the exercise of the
         warrants (the  "Authorized  Warrants")  granted in connection  with the
         sale of the Units. The Authorized Warrants are

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<PAGE>
         exercisable for 5,625,000 shares of Common Stock in the
         aggregate.

                           (D) Common Stock  issuable upon the exercise of other
         warrants issued or granted prior to October 9, 1998.

                           (E)  Common  Stock  issuable  upon  the  exercise  of
         options  granted in connection  with the initial public offering of the
         Corporation  and held by GKN  Securities  Corp.  or  Barington  Capital
         Group, and their respective affiliates, designees and transferees.

                           (F)  Common  Stock  issuable  upon  the  exercise  of
         options  granted to  Southeast  Research  Partners,  Inc.  ("SERP")  or
         affiliates  or  designees  of SERP in  connection  with the sale of the
         Units.

                  For the purpose of any  computation  to be made in  accordance
with this Section 5(c), the following  provisions  shall be  applicable.  In the
case of the  issuance of Common  Stock for a  consideration  in whole or in part
other than  cash,  the  consideration  other than cash shall be deemed to be the
fair value thereof as determined in good faith by the Board.

                  (d) In the event the Corporation  shall declare a distribution
payable in securities of other persons,  evidences of indebtedness issued by the
Corporation or other persons,  assets  (excluding  cash dividends) or options or
rights not  referred to in Section  5(c) hereof to the holders of Common  Stock,
then, in each such case for the purpose of this Section 5(d), the holders of the
Series B Preferred Stock shall be entitled to a proportionate  share of any such
distribution  as though  they were the holders of the number of shares of Common
Stock of the Corporation into which their shares of Series B Preferred Stock are
convertible as of the record date fixed for the  determination of the holders of
Common Stock of the Corporation entitled to receive such distribution.

                  (e) If at any  time or from  time to  time  there  shall  be a
recapitalization  of the Common Stock (other than a subdivision,  combination or
merger or sale of assets transaction  provided for elsewhere in this Section 5),
provision  shall be made so that the  holders  of the Series B  Preferred  Stock
shall  thereafter  be  entitled  to  receive  upon  conversion  of the  Series B
Preferred Stock the number of shares of stock or other securities or property of
the Corporation or otherwise, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such recapitalization.  In any such case,
appropriate  adjustment  shall be made in the  application  of the provisions of
this  Section 5 with  respect  to the  rights  of the  holders  of the  Series B
Preferred  Stock after the  recapitalization  to the end that the  provisions of
this Section 5 (including  adjustment of the  Conversion  Price for the Series B
Preferred Stock then in effect and the number of

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<PAGE>
shares  issuable  upon  conversion  of the Series B  Preferred  Stock)  shall be
applicable after that event as nearly equivalent as may be practicable.

                  (f) If any capital  reorganization or  reclassification of the
capital stock of the Corporation,  or consolidation or merger of the Corporation
with and into another  corporation,  or the sale of all or substantially  all of
its assets to another corporation,  shall be effected while any shares of Series
B Preferred  Stock are  outstanding  in such a manner that  holders of shares of
Common  Stock  shall be  entitled to receive  stock,  securities  or assets with
respect to or in  exchange  for  Common  Stock,  then,  as a  condition  of such
reorganization or  reclassification,  consolidation,  merger or sale, lawful and
adequate provision shall be made whereby each holder of Series B Preferred Stock
shall thereafter have the right to receive upon the basis and upon the terms and
conditions  specified  herein  and  in  lieu  of  the  shares  of  Common  Stock
immediately  theretofore receivable upon conversion of Series B Preferred Stock,
such  shares of stock,  securities  or assets as may be issued or  payable  with
respect to or in  exchange  for a number of  outstanding  shares of such  Common
Stock equal to the number of shares of such Common Stock immediately theretofore
so receivable had such reorganization or reclassification, consolidation, merger
or sale not taken place,  and in such case  appropriate  provision shall be made
with  respect to the rights and  interests  of the holders of Series B Preferred
Stock to the end that the  provisions  hereof  (including,  without  limitation,
provisions  for  adjustment  of the  Conversion  Price of the Series B Preferred
Stock and of the  number of shares of  Common  Stock  issuable  upon  conversion
thereof)  shall  thereafter  be  applicable,  as nearly as may be  possible,  in
relation to any shares of stock,  securities  or assets  thereafter  deliverable
upon the  conversion  of such  shares of Series B Preferred  Stock.  Prior to or
simultaneously with the consummation or any such  consolidation,  merger or sale
of the  Corporation,  the survivor or successor  corporation  (if other than the
Corporation)  resulting  from such  consolidation  or merger or the  corporation
purchasing such assets shall assume by written instrument executed and mailed or
delivered to each holder of Series B Preferred  Stock, the obligation to deliver
to such holders of Series B Preferred Stock such shares of stock,  securities or
assets as, in accordance with the foregoing provisions,  such holder of Series B
Preferred  Stock  may  be  entitled  to  receive,  and  containing  the  express
assumption of such successor corporation of the due and punctual performance and
observance of every provision of this Certificate of Designation to be performed
and observed by the  Corporation  and of all  liabilities and obligations of the
Corporation hereunder with respect to the Series B Preferred Stock.

                  (g) Upon the occurrence of each  adjustment or readjustment of
the Conversion Price of Series B Preferred Stock pursuant to this Section 5, the
Corporation,   at  its  expense,  shall  promptly  compute  such  adjustment  or
readjustment in accordance with

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<PAGE>
the terms  hereof and  prepare  and furnish to each holder of Series B Preferred
Stock a statement,  signed by its chief  financial  officer,  setting forth such
adjustment  or  readjustment  and  showing  in detail  the facts upon which such
adjustment or readjustment is based.  The  Corporation  shall,  upon the written
request at any time of any holder of Series B Preferred Stock,  furnish or cause
to be  furnished  to such  holder  a like  certificate  setting  forth  (A) such
adjustment  and  readjustment,  (B) the  Conversion  Price  for  such  Series  B
Preferred  Stock at the time in  effect,  and (C) the number of shares of Common
Stock and the  amount,  if any,  of other  property  which at the time  would be
received upon the conversion of a share of such Series B Preferred Stock.

                  (h) In the event of any taking by the  Corporation of a record
of the holders of any class of  securities  for the purpose of  determining  the
holders  thereof who are  entitled to receive  any  dividend  (other than a cash
dividend)  or other  distribution,  any  right to  subscribe  for,  purchase  or
otherwise  acquire any shares of stock of any class or any other  securities  or
property,  or to receive any other  right,  the  Corporation  shall mail to each
holder of Series B Preferred Stock, at least 20 days prior to the date specified
therein,  a notice  specifying  the date on which any such record is to be taken
for the  purpose of such  dividend,  distribution  or right,  and the amount and
character of such dividend, distribution or right.

                  (i) The  Corporation  shall  at all  times  reserve  and  keep
available out of its authorized but unissued shares of Common Stock,  solely for
the purpose of effecting the  conversion of the shares of the Series B Preferred
Stock,  such number of its shares of Common  Stock as shall from time to time be
sufficient to effect the  conversion of all  outstanding  shares of the Series B
Preferred Stock; and if at any time the number of authorized but unissued shares
of Common Stock shall not be  sufficient  to effect the  conversion  of all then
outstanding  shares of the Series B Preferred  Stock,  in addition to such other
remedies as shall be available  to the holder of such Series B Preferred  Stock,
the  Corporation  will take such corporate  action as may, in the opinion of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock  to such  number  of  shares  as shall be  sufficient  for such  purposes,
including, without limitation,  engaging in best efforts to obtain the requisite
stockholder approval of any necessary amendment to these provisions.

                  (j) The Corporation shall pay all documentary,  stamp or other
transactional  taxes  attributable  to the  issuance  or  delivery  of shares of
capital  stock of the  Corporation  upon  conversion  of any  shares of Series B
Preferred Stock;  provided,  however, that the Corporation shall not be required
to pay any taxes which may be payable in respect of any transfer involved in the
issuance  or delivery  of any  certificate  for such shares in a name other than
that of the holder of the shares of Series B Preferred Stock in respect of which
such shares are being issued.


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                  (k)  All  shares  of  Common  Stock  which  may be  issued  in
connection  with the conversion  provisions set forth herein will, upon issuance
by the Corporation,  be validly issued,  fully paid and  nonassessable  and free
from all taxes, liens or charges with respect thereto.

                  (l) Any notice required by the provisions of this Section 5 to
be given to the  holders of shares of Series B  Preferred  Stock shall be deemed
given if deposited in the United States mail, postage prepaid,  and addressed to
each  holder of  record  at his  address  appearing  on the  stock  books of the
Corporation.

                  (m) In the event any shares of Series B Preferred  Stock shall
be  converted  pursuant  to  Section 5 hereof  or  otherwise  reacquired  by the
Corporation,  the shares so  converted or  reacquired  shall be  cancelled.  The
Certificate of  Incorporation  of the Corporation may be  appropriately  amended
from time to time to effect the  corresponding  reduction  in the  Corporation's
authorized capital stock.


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<PAGE>

                  This  Certificate of  Designation  was signed by the President
and Secretary of the Corporation.


Dated:  November 2, 1998

                                        QUERYOBJECT SYSTEMS CORPORATION





                                        By:______________________________
                                           Name: Alan W. Kaufman
                                           Title: President



                                        By:______________________________
                                           Name: Daniel M. Pess
                                           Title: Secretary



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