CERTIFICATE ESTABLISHING AND DESIGNATING
                   THE RIGHTS, PREFERENCES AND RESTRICTIONS OF
                           SERIES A PREFERRED STOCK OF
                      DIGITAL COMMERCE INTERNATIONAL, INC.

         Pursuant to the  provisions  of Section 151 of the General  Corporation
Code of the  State of  Delaware,  as  amended,  and  pursuant  to the  authority
expressly  vested in the Board of Directors of Digital  Commerce  International,
Inc.,  a  Delaware  corporation  (the  "Corporation"),  by  Article  IV  of  the
Certificate of Incorporation  of the Corporation,  the Board of Directors of the
Corporation,  acting by unanimous  written consent dated as of _________,  fixed
and  determined the voting rights,  designations,  preferences,  qualifications,
privileges,  limitations,  restrictions,  options and other  special or relative
rights of a series of the  Corporation's  Series A Preferred Stock,  hereinafter
designated as the "Series A Preferred  Stock,"  consisting of 500,000  shares of
the Corporation's  total  ________shares  of authorized  preferred stock, not of
which (prior to the filing of this Certificate) have been designated.

         The undersigned, the duly elected and acting president and secretary of
the  Corporation,   respectively,   hereby  certify  and  acknowledge  that  the
resolutions  set forth  immediately  below  were duly  adopted  as such  written
consent resolution:

         RESOLVED,  that  pursuant  to the  authority  vested  in the  Board  of
Directors of the Corporation by the Corporation's  Certificate of Incorporation,
as amended,  a series of preferred  stock of the  Corporation be, and hereby is,
created out of the  authorized  but unissued  shares of the capital stock of the
Corporation,  such series to be designated  Series A Preferred Stock, to consist
of 500,000  shares,  par value $0.001 per share,  of which the  preferences  and
relative and other rights, and the  qualifications,  limitations or restrictions
thereof,  shall  be (in  addition  to  those  set  forth  in  the  Corporation's
Certificate of Incorporation, as amended) as follows:

     1. Designation.

     500,000  shares of  preferred  stock shall be  designated  and known as the
"Series A Preferred  Stock." Such number of shares may be increased or decreased
by resolution of the Board of Directors of the  Corporation  after obtaining the
consent of a majority  in  interest  of the  holder(s)  of the  then-outstanding
shares of Series A Preferred Stock; provided,  that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than the number of
shares then outstanding plus the number of such shares issuable upon exercise of
outstanding  rights,  options or  warrants  or upon  conversion  of  outstanding
securities issued by the Corporation.

     2. Dividend Provisions.

          a.   From  and  after  the  date  hereof,  when  and if the  Board  of
               Directors  of  the  Corporation   shall  declare  a  dividend  or
               distribution payable with respect to the then-outstanding  shares
               of Common Stock of the  Corporation,  the holders of the Series A
               Preferred  Stock shall be entitled to the amount of dividends per
               share in an amount equal to ten times the amount, and in the same
               form, as such Common Stock dividends that would be payable on the
               largest  number  of whole  shares of Common  Stock  into  which a
               holder's  aggregate shares of Series A Preferred Stock could then
               be  converted  pursuant  to Section 4 hereof  (such  number to be
               determined as of the record date for the determination of holders
               of Common Stock entitled to receive such dividend).

          b.   In  addition  to  Section  2(a)  above,  each  share of  Series A
               Preferred  Stock,  shall  be  entitled  to  receive  a  mandatory
               dividend  equal to ___% per year of the Original  Issue Price (as
               defined   below)   thereof.   Such  dividend   shall  be  payable
               semi-annually on each succeeding six and 12 month  anniversary of
               the first issuance,  solely by the issuance of additional  shares
               of Series A  Preferred  Stock,  at a price per share equal to the
               Original Issue Price thereof, and not in cash.

     3. Liquidation Preference; Seniority

     (a) The  Corporation  may not issue  any  additional  classes  or series of
preferred stock with a liquidation  preference,  dividend or other rights senior
or in pari pasu to the Series A Preferred  Stock  except  pursuant to Section 10
hereof.

     (b) In the  event of any  liquidation,  dissolution  or  winding-up  of the
affairs of the Corporation,  whether voluntary or involuntary,  (collectively, a
"Liquidation"),  before any payment of cash or  distribution  of other  property
shall be made to the holders of the Common Stock or any other class or series of
stock subordinate in liquidation preference to the Series A Preferred Stock, the
holders of the Series A Preferred  Stock shall be entitled to receive out of the
assets  of  the   Corporation   legally   available  for   distribution  to  its
shareholders,  the Original Issue Price per share (as appropriately adjusted for
any combinations or divisions or similar recapitalizations  affecting the Series
A Preferred Stock after issuance) and accrued and unpaid dividends  thereon (the
"Series A Liquidation  Preference").  As used herein, the "Original Issue Price"
per share is $____.

          c.   If, upon any Liquidation, the assets of the Corporation available
               for distribution to its shareholders shall be insufficient to pay
               the holders of the Series A Preferred  Stock the full  amounts to
               which  they  shall  be  entitled,  the  holders  of the  Series A
               Preferred Stock shall share ratably in any distribution of assets
               in proportion to the respective amounts which would be payable to
               them in respect of the shares held by them if all amounts payable
               to them in respect of such were paid in full  pursuant to Section
               3(b).

          d.   After the distributions described in Section 3(c) above have been
               paid,  subject to the rights of other series of  preferred  stock
               that may from  time to time come into  existence,  the  remaining
               assets  of  the   Corporation   available  for   distribution  to
               shareholders  shall be  distributed  among the  holders of Common
               Stock pro rata based on the number of shares of Common Stock held
               by each.

     4. Conversion.

     The holders of the Series A Preferred Stock shall have  conversion  rights,
through and including the Conversion  Termination  Date (as defined  below),  as
follows (the "Conversion Rights"):

     (a)  Automatic  Conversion.  Each  outstanding  share of Series A Preferred
Stock  shall  automatically  be  converted,  without  any  further  act  of  the
Corporation  or its  stockholders,  into ten (10) fully  paid and  nonassessable
shares of Common  Stock upon the  occurrence  of either (i) the  acquisition  of
control of the Company by a party not  affiliated  with current  management,  or
(ii) the  achievement  of the Company of a  cumulative  credit card  transaction
volume exceeding $2 billion ($2,000,000,000).

     (b)  Conversion  Ratio.  Each share of Series A  Preferred  Stock  shall be
converted  into ten (10) shares of Common Stock (the  "Conversion  Ratio").  The
Conversion  Ratio shall be subject to  adjustment  as set forth in  subparagraph
4(e).  No payment or  adjustment  shall be made for any  dividends on the Common
Stock issuable upon such conversion.

     (c) Mechanics of Conversion.  Upon the occurrence of the event specified in
subparagraph  (b), the  outstanding  shares of Series A Preferred Stock shall be
converted automatically without any further action by the holders of such shares
and whether or not the certificates  representing such shares are surrendered to
the Corporation or its transfer agent;  provided that the Corporation  shall not
be obligated to issue to any such holder  certificates  evidencing the shares of
Common Stock issuable upon such conversion  unless  certificates  evidencing the
shares of Series A Preferred  Stock are either  delivered to the  Corporation or
any transfer agent of the  Corporation.  Conversion shall be deemed to have been
effected on the date of the  occurrence of the event  specified in  subparagraph
4(a), as the case may be, and such date is referred to herein as the "Conversion
Date."  Subject to the  provisions  of  subparagraph  4(e)(vii),  as promptly as
practicable  thereafter the  Corporation  shall issue and deliver to or upon the
written order of such holder a  certificate  or  certificates  for the number of
full shares of Common Stock to which such holder is entitled and a check or cash
with respect to any  fractional  interest in a share of Common Stock as provided
in subparagraph 4(e). Subject to the provisions of subparagraph  4(e)(vii),  the
person in whose name the certificate or certificates  for Common Stock are to be
issued shall be deemed to have become a holder of record of such Common Stock on
the applicable Conversion Date.

         (d)      No Fractional Shares and Certificate as to Adjustments.

                  (i) No fractional  shares shall be issued upon the  conversion
of any share or shares of the Series A Preferred Stock, and the number of shares
of Common Stock to be issued shall be rounded to the nearest whole share.

                  (ii) Upon the occurrence of each adjustment or readjustment of
the Series A Conversion Price pursuant to Section 4(e), the Corporation,  at its
expense,  shall promptly  compute such  adjustment or readjustment in accordance
with the terms hereof and prepare and furnish to each holder of shares of Series
A Preferred  Stock a certificate  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 A Preferred  Stock,  furnish or cause to be furnished to such holder a
like certificate  setting forth (i) such adjustment and  readjustment,  (ii) the
Series A Conversion Price at the time in effect,  and (iii) 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 Series A Preferred Stock.

          (e)  Conversion  Ratio  Adjustments.  The  Conversion  Ratio  shall be
     subject to adjustment from time to time as follows:

                  (i) Common Stock Issued at Less Than the Conversion  Ratio. If
the  Corporation  shall issue any Common Stock  without  consideration  or for a
consideration  per share less than the  Conversion  Ratio in effect  immediately
prior to such issuance, the Conversion Ratio in effect immediately prior to each
such issuance shall  immediately  (except as provided below) be adjusted so that
the owners of the  Series A  Preferred  Stock are not  diluted in terms of their
ownership of the Corporation.

                  (ii)  Stock  Dividends,  Subdivisions,   Reclassifications  or
Combinations.  If the  Corporation  shall  (i)  declare  a  dividend  or  make a
distribution  on its Common Stock in shares of its Common Stock,  (ii) subdivide
or reclassify  the  outstanding  shares of Common Stock into a greater number of
shares,  or (iii)  combine or  reclassify  the  outstanding  Common Stock into a
smaller  number of  shares,  the  Conversion  Ratio in effect at the time of the
record date for such  dividend or  distribution  or the  effective  date of such
subdivision,  combination or reclassification shall be proportionately  adjusted
so that the holder of any shares of Series A  Preferred  Stock  surrendered  for
conversion  after such date shall be entitled to receive the number of shares of
Common  Stock  which he would have owned or been  entitled  to receive  had such
Series  A  Preferred  Stock  been  converted  immediately  prior  to such  date.
Successive  adjustments in the Conversion Ratio shall be made whenever any event
specified above shall occur.

                  (iii) Other Distributions. In case the Corporation shall fix a
record  date for the making of a  distribution  to all  holders of shares of its
Common  Stock (i) of shares of any class other than its Common  Stock or (ii) of
evidence of  indebtedness  of the  Corporations  or any  Subsidiary  or (iii) of
assets   (excluding   cash   dividends  or   distributions,   and  dividends  or
distributions  referred to in subparagraph  5(f) (iii) above), or (iv) of rights
or warrants (excluding those referred to in subparagraph 4(e)(i) above), in each
such case the  Conversion  Ratio in effect  immediately  prior  thereto shall be
reduced immediately thereafter to the price determined by dividing (1) an amount
equal to the difference  resulting from (A) the number of shares of Common Stock
outstanding on such record date multiplied by the Conversion  Ratio per share on
such record date,  less (B) the fair market value (as determined by the Board of
Directors,  whose determination shall be conclusive) of said shares or evidences
of indebtedness or assets or rights or warrants to be so distributed, by (2) the
number  of  shares  of  Common  Stock  outstanding  on such  record  date.  Such
adjustment shall be made  successively  whenever such a record date is fixed. In
the event that such  distribution  is not so made, the Conversion  Ratio then in
effect shall be readjusted, effective as of the date when the Board of Directors
determines not to distribute  such shares,  evidences of  indebtedness,  assets,
rights or warrants, as the case may be, to the Conversion Ratio which would then
be in effect if such record date had not been fixed.

                  (iv) Consolidation, Merger, Sale, Lease or Conveyance. In case
of any  consolidation  with or merger of the  Corporation  with or into  another
corporation,  or in case of any sale, lease or conveyance to another corporation
of the assets of the Corporation as an entirety or substantially as an entirety,
each  share  of  Series  A  Preferred   Stock  shall  after  the  date  of  such
consolidation,  merger, sale, lease or conveyance be convertible into the number
of shares of stock or other securities or property (including cash) to which the
Common Stock issuable (at the time of such consolidation, merger, sale, lease or
conveyance) upon conversion of such share of Series A Preferred Stock would have
been entitled upon such consolidation, merger, sale, lease or conveyance; and in
any such case, if necessary, the provisions set forth herein with respect to the
rights  and  interests  thereafter  of the  holders  of the  shares  of Series A
Preferred  Stock  shall be  appropriately  adjusted so as to be  applicable,  as
nearly as may  reasonably  be, to any  shares  of stock or other  securities  or
property  thereafter  deliverable  on the  conversion  of the shares of Series A
Preferred Stock.

     (f) Rounding of Calculations;  Minimum  Adjustment.  All calculations under
this  subparagraph  (f) shall be made to the nearest  cent or to the nearest one
hundredth  (1/100th)  of a  share,  as the case may be.  Any  provision  of this
paragraph 5 to the contrary  notwithstanding,  no adjustment  in the  Conversion
Ratio shall be made if the amount of such  adjustment  would be less than $0.05,
but any such amount  shall be carried  forward and an  adjustment  with  respect
thereto shall be made at the time of and together with any subsequent adjustment
which,  together  with such  amount  and any other  amount or amounts so carried
forward, shall aggregate $0.05 or more.

     (g) Timing of Issuance of Additional Common Stock Upon Certain Adjustments.
In any case in which the provisions of this  subparagraph (e) shall require that
an  adjustment  shall become  effective  immediately  after a record date for an
event,  the Corporation may defer until the occurrence of such event (A) issuing
to the  holder of any share of Series A  Preferred  Stock  converted  after such
record date and before the  occurrence  of such event the  additional  shares of
Common Stock issuable upon such conversion by reason of the adjustment  required
by such  event  over and above the  shares of Common  Stock  issuable  upon such
conversion  before giving effect to such  adjustment and (B);  provided that the
Corporation  upon  request  shall  deliver  to such  holder  a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

     (h) Statement Regarding Adjustments. Whenever the Conversion Ratio shall be
adjusted as provided in subparagraph 4(e), the Corporation shall forthwith file,
at the office of any transfer agent for the Series A Preferred  Stock and at the
principal  office of the  Corporation,  a statement  showing in detail the facts
requiring such adjustment and the Conversion Ratio that shall be in effect after
such adjustment,  and the Corporation  shall also cause a copy of such statement
to be sent by mail,  first class  postage  prepaid,  to each holder of shares of
Series A Preferred Stock at its address appearing on the Corporation's  records.
Each  such  statement  shall be  signed  by the  Corporation's  Chief  Financial
Officer, if applicable. Where appropriate, such copy may be given in advance and
may be included as part of a notice  required to be mailed under the  provisions
of subparagraph 4(j).

     (i) Notice to Holders.  In the event the Corporation  shall propose to take
any  action of the type  described  in clause (i) (but only if the action of the
type  described in clause (i) would result in an  adjustment  in the  Conversion
Ratio),  (iii),  (iv) or (v) of subparagraph  4(e), the  Corporation  shall give
notice to each holder of shares of Series A Preferred  Stock,  in the manner set
forth in subparagraph  4(i), which notice shall specify the record date, if any,
with respect to any such action and the approximate date on which such action is
to take place.  Such notice shall also set forth such facts with respect thereto
as shall be  reasonably  necessary to indicate the effect of such action (to the
extent  such effect may be known at the date of such  notice) on the  Conversion
Ratio and the number,  kind or class of shares or other  securities  or property
which  shall be  deliverable  upon  conversion  of shares of Series A  Preferred
Stock.  In the case of any action  which  would  require  the fixing of a record
date,  such  notice  shall be given at least 10 days prior to the date so fixed,
and in case of all other  action,  such  notice  shall be given at least 15 days
prior to the taking of such proposed action. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of any such action.

         (j)  Treasury Stock. For the purposes of this paragraph 5, the sale
or other  disposition of any Common Stock  theretofore held in the Corporation's
treasury shall be deemed to be an issuance thereof.

         (k)  Costs.  The  Corporation  shall  pay all  documentary,  stamp,
transfer or other  transactional  taxes attributable to the issuance or delivery
of shares of Common  Stock upon  conversion  of any shares of Series A Preferred
Stock;  provided  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 A Preferred Stock in respect of which such shares
are being issued.

     (l) Reservation of Shares.  The  Corporation  shall reserve at all times so
long as any shares of Series A Preferred  Stock  remain  outstanding,  free from
preemptive  rights,  out of its treasury stock (if applicable) or its authorized
but  unissued  shares  of Common  Stock,  or both,  solely  for the  purpose  of
effecting the conversion of the shares of Series A Preferred  Stock,  sufficient
shares of Common Stock to provide for the conversion of all  outstanding  shares
of Series A Preferred Stock.

     (m) Approvals. If any shares of Common Stock to be reserved for the purpose
of conversion of shares of Series A Preferred Stock require registration with or
approval  of any  governmental  authority  under any Federal or state law before
such  shares  may be  validly  issued or  delivered  upon  conversion,  then the
Corporation  will in good faith and as  expeditiously  as  possible  endeavor to
secure such  registration  or approval,  as the case may be. If, and so long as,
any Common  Stock into  which the  shares of Series A  Preferred  Stock are then
convertible is listed on any national securities exchange, the Corporation will,
if  permitted  by the  rules of such  exchange,  list and  keep  listed  on such
exchange,  upon  official  notice of  issuance,  all shares of such Common Stock
issuable upon conversion.

     (n) Valid  Issuance.  All shares of Common  Stock  which may be issued upon
conversion  of the shares of Series A Preferred  Stock will upon issuance by the
Corporation be duly and validly issued,  fully paid and  nonassessable  and free
from all taxes, liens and charges with respect to the issuance thereof,  and the
Corporation  shall take no action which will cause a contrary result  (including
without limitation, any action which would cause the Conversion Ratio to be less
than the par value, if any, of the Common Stock).

     5. No Impairment. The Corporation will not, by amendment of its Certificate
of Incorporation or through any  reorganization,  recapitalization,  transfer of
assets,  consolidation,  merger, dissolution,  issuance or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed  hereunder  by the  Corporation,
but will at all  times  in good  faith  assist  in the  carrying  out of all the
provisions  hereof and in the taking of all such action as may be  necessary  or
appropriate  in order to protect  the Series A  Conversion  Rights and  Exchange
Right of the holders of the Series A Preferred Stock against impairment.

     6. Notices.

     Any notice required by the provisions  hereof to be given to the holders of
shares of Series A Preferred  Stock shall be deemed given on the date of service
if served  personally on the party to whom notice is to be given, or on the date
of transmittal of services by facsimile transmission to the party to whom notice
is to be given, and addressed to each holder of record at his address  appearing
on the books of the Corporation.

     7. Voting  Rights.  Holders of Series A  Preferred  Stock shall have voting
rights equal to that of ten (10) Common  Shares on all matters,  including  with
respect to the election of directors of the Corporation.

     8. Protective Provisions

     (a)  Subject to the rights of any series of  preferred  stock that may from
time to time come into  existence,  so long as any shares of Series A  Preferred
Stock are  outstanding,  the  Corporation  shall not without first obtaining the
approval (by vote or written consent,  as provided by law) of all of the holders
of at least a  majority  of the  then-outstanding  shares of Series A  Preferred
Stock, voting separately as a series:

                  (i) Amend its  Certificate  of  Incorporation  so as to affect
adversely  the  shares  of  Series  A  Preferred  Stock  or any  holder  thereof
(including by creating any additional  classes or series of preferred stock with
a  liquidation  preference,  dividend  or other  rights  senior to the  Series A
Preferred

                  (ii) Change the rights of the holders of the Series A Prefered
Stock in any other respect.

     8. Status of Converted Stock. In the event any shares of Series A Preferred
Stock shall be converted  pursuant to Section hereof, the shares so converted or
exchanged shall be canceled and shall not be reissuable by the Corporation.  The
Certificate of Incorporation of the Corporation  shall be appropriately  amended
to effect the corresponding  reduction in the Corporation's  authorized  capital
stock."

     IN WITNESS WHEREOF,  said Digital Commerce  International,  Inc. has caused
this  Certificate  of  Designation  to be  signed  by  Michael  Kang,  its Chief
Executive  Officer and John W. Combs,  its Secretary this _____ day of February,
2000.

                                            Digital Commerce International, Inc.

                                        By:
                                           -------------------------------------
                                           Michael Kang, Chief Executive Officer

                                        By:
                                           -------------------------------------
                                           John W. Combs, Secretary