EXHIBIT 4.19


                           CERTIFICATE OF DESIGNATIONS
                     OF RIGHTS, PREFERENCES, PRIVILEGES AND
                            RESTRICTIONS OF SERIES A
                         CONVERTIBLE PREFERRED STOCK OF
                                ADATOM.COM, INC.


         Adatom.com,  Inc., a corporation  organized  and existing  under and by
virtue  of  the   General   Corporation   Law  of  the  State  of   Delaware(the
"Corporation"),  in accordance  with the provisions of Section  151(g)  thereof,
DOES HEREBY CERTIFY that, by unanimous  written  consent in lieu of a meeting of
the Board of Directors of the Corporation dated June 14, 2000:

         FIRST: The following resolution was duly adopted by the Board of Direc-
tors of the Corporation:

         RESOLVED,  that pursuant to Article  Fourth of the Amended and Restated
Certificate  of  Incorporation  of  the  Corporation,  there  be and  hereby  is
authorized  and created one series of  Preferred  Stock,  hereby  designated  as
Series A  Convertible  Preferred  Stock to consist of one  thousand  one hundred
(1,100)  shares,  with a par value $0.01 per share and a stated  value of $1,000
per share (the  "Stated  Value"),  and that the  designations,  preferences  and
relative,  participating,  optional or other rights of the Series A  Convertible
Preferred Stock (the "Series A Preferred Stock") and qualifications, limitations
or restrictions thereof, shall be as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         SECTION 1.1  DEFINITIONS.  The terms  defined in this Article  whenever
used in this Certificate of Designations have the following respective meanings:

                  "ADDITIONAL  CAPITAL  SHARES"  has the  meaning  set  forth in
Section 5.1(c).

                  "AFFILIATE" has the meaning ascribed to such term in Rule
12b-2 under the Securities Exchange Act of 1934, as amended.

                  "ADDITIONAL AMOUNT" means the result of the following formula:
[(0.06)(N/365)($1,000)],  where N means the number of days from,  but  excluding
the Issue Date through and  including (1) the  Conversion  Date for the Series A
Preferred Stock for which conversion is being elected, or (2) such other date of
determination, as the case may be.

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                  "BUSINESS DAY" means a day other than Saturday,  Sunday or any
day on  which  banks  located  in the  State of  California  are  authorized  or
obligated to close.

                  "CAPITAL  SHARES" means the Common Shares and any other shares
of any  other  class  or  series  of  common  stock,  whether  now or  hereafter
authorized  and however  designated,  which have the right to participate in the
distribution of earnings and assets upon dissolution, liquidation or winding-up)
of the Corporation.

                  "CLOSING  DATE" has the  meaning  set forth in the  Securities
Purchase Agreement.

                  "CLOSING  PRICE" per share of Common  Stock  means the closing
bid price as reported on the  Principal  Market for the Trading Day  immediately
preceding the Closing Date.

                  "COMMON  SHARES"  or  "COMMON  STOCK"  means  shares of common
stock, $0.01 par value, of the Corporation.

                  "COMMON STOCK ISSUED AT  CONVERSION"  when used with reference
to the  securities  issuable upon  conversion  of the Series A Preferred  Stock,
means all Common Shares now or hereafter outstanding and securities of any other
class or series into which the Series A  Preferred  Stock  hereafter  shall have
been  changed or  substituted,  whether  now or  hereafter  created  and however
designated.

                  "CONVERSION AMOUNT" has the meaning set forth in Section 5.1.

                  "CONVERSION DATE" means any day on which all or any portion of
shares of the Series A  Preferred  Stock is  converted  in  accordance  with the
provisions hereof.

                  "CONVERSION NOTICE" has the meaning set forth in Section 5.2.

                  "CONVERSION  PRICE"  means  on any date of  determination  the
applicable  price for the conversion of shares of Series A Preferred  Stock into
Common Shares on such day as set forth in Section 5.1.

                  "CONVERSION  RATIO"  on any date  means  determination  of the
applicable  percentage of the Market Price for  conversion of shares of Series A
Preferred Stock into Common Shares on such day as set forth in Section 5.1.

                  "CORPORATION" means Adatom.com, Inc., a Delaware corporation,
and any successor or resulting corporation by way of

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merger,  consolidation,  sale or  exchange  of all or  substantially  all of the
Corporation's assets, or otherwise.

                  "CURRENT MARKET PRICE" on any date of determination  means the
closing bid price of a Common  Share on such day as  reported  on the  Principal
Market.

                  "EFFECTIVE  DATE"  means the date upon which the  Registration
Statement,  as  defined  in  the  Registration  Rights  Agreement,  is  declared
effective by the SEC.

                  "HOLDER"  means  the  persons   signatory  to  the  Securities
Purchase Agreement (other than the Corporation),  any successor thereto,  or any
Person to whom the  Series A  Preferred  Stock is  subsequently  transferred  in
accordance with the provisions hereof.

                  "ISSUE  DATE" means the date upon which the shares of Series A
Preferred  Stock being sold pursuant to the  Securities  Purchase  Agreement are
issued.

                  "MARKET  DISRUPTION  EVENT"  means any event that results in a
material suspension or limitation of trading of Common Shares on the NASDAQ.

                  "MARKET PRICE" on any given date shall mean the average of the
two lowest  closing bid prices of the Common  Stock on the  Principal  Market as
reported by Bloomberg L.P. for any Valuation Period.

                  "MAXIMUM  CONVERSION  PRICE"  has the  meaning  set  forth  in
Section 5.1.

                  "OUTSTANDING"  when used with  reference  to Common  Shares or
Capital Shares  (collectively,  "Shares"),  means, on any date of determination,
all issued and  outstanding  Shares,  and includes  all such Shares  issuable in
respect of outstanding warrants, options, scrip or any certificates representing
fractional  interests in such Shares;  PROVIDED,  however,  that any such Shares
directly or indirectly owned or held by or for the account of the Corporation or
any Subsidiary of the Corporation shall not be deemed "Outstanding" for purposes
hereof.

                  "PERSON" means an individual, a corporation, a partnership, an
association,   a  limited  liability   company,   an   unincorporated   business
organization,  a trust or other entity or organization,  and any  government  or
political  subdivision  or any agency or instrumentality thereof.

                  "PRINCIPAL  MARKET" shall mean the NASDAQ National Market, the
NASDAQ  SmallCap  Market,  the  American  Stock  Exchange

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or the New York Stock Exchange,  whichever is at the time the principal  trading
exchange or market for the Common Stock.

                  "REGISTRATION    RIGHTS    AGREEMENT"   means   that   certain
Registration  Rights  Agreement  related to the Series A Preferred Stock between
the  Corporation  and the other  persons  signatory to the  Securities  Purchase
Agreement.


                  "SEC" means the United States Securities and Exchange Commis-
sion.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and  regulations  of the SEC  thereunder,  all as in effect at the
time.

                  "SECURITIES  PURCHASE AGREEMENT" means that certain Securities
Purchase  Agreement  related  to  the  Series  A  Preferred  Stock  between  the
Corporation and the other persons signatory thereto.

                  "SERIES A  PREFERRED  STOCK"  means the  Series A  Convertible
Preferred  Stock of the  Corporation or such other  convertible  Preferred Stock
exchanged therefor as provided in Section 2.1.

                  "SUBSIDIARY"  means any  entity of which  securities  or other
ownership  interests  having  ordinary  voting  power to elect a majority of the
board of directors  or other  persons  performing  similar  functions  are owned
directly or indirectly by the Corporation.

                  "TRADING  DAY" means any day on which  purchases  and sales of
securities authorized for quotation on the Principal Market are reported thereon
and on which no Market Disruption Event has occurred.

                  "VALUATION EVENT" has the meaning set forth in Section 5.1.

                  "VALUATION   PERIOD"   means  the  ten   Trading   Day  period
immediately preceding the Conversion Date.

                   All  references to "cash" or "$" herein means currency of the
United States of America.

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                                    ARTICLE 2
                                      RANK


                  The  Series A  Preferred  Stock  shall  rank (i)  prior to the
Common  Stock;  (ii)  prior  to any  class or  series  of  capital  stock of the
Corporation hereafter created other than "Pari Passu Securities"  (collectively,
with the Common Stock, "Junior Securities"); and (iii) pari passu with any class
or series of capital stock of the  Corporation  hereafter  created  specifically
ranking on parity with the Series A Preferred Stock ("Pari Passu Securities").

                                    ARTICLE 3
                                    DIVIDENDS

                  No holder of Series A  Preferred  Stock  shall be  entitled to
receive any dividends.


                                    ARTICLE 4
                             LIQUIDATION PREFERENCE

                           (a)     If the Corporation shall commence a voluntary
case under the Federal  bankruptcy laws or any other applicable Federal or State
bankruptcy,  insolvency  or similar law, or consent to the entry of an order for
relief in an involuntary case under any law or to the appointment of a receiver,
liquidator,   assignee,  custodian,  trustee,  sequestrator  (or  other  similar
official) of the Corporation or of any substantial part of its property, or make
an  assignment  for the  benefit  of its  creditors,  or  admit in  writing  its
inability to pay its debts generally as they become due, or if a decree or order
for  relief in  respect of the  Corporation  shall be entered by a court  having
jurisdiction in the premises in an involuntary case under the Federal bankruptcy
laws or any other applicable Federal or state bankruptcy,  insolvency or similar
law resulting in the appointment of a receiver, liquidator, assignee, custodian,
trustee,  sequestrator (or other similar  official) of the Corporation or of any
substantial  part of its property,  or ordering the winding up or liquidation of
its affairs,  and any such decree or order shall be unstayed and in effect for a
period of thirty (30)  consecutive  days and, on account of any such event,  the
Corporation  shall liquidate,  dissolve or wind up, or if the Corporation  shall
otherwise  liquidate,  dissolve or wind up (each such event being  considered  a
"Liquidation Event"), no distribution shall be made to the holders of any shares
of capital stock of the Corporation upon liquidation,  dissolution or winding up
unless prior thereto, the holders of shares of Series A Preferred Stock, subject
to Article 4, shall have  received  the Liquidation  Preference (as defined in
subparagraph(c)  of this Article 4) with respect to each share. If upon the
occurrence of

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a Liquidation  Event, the assets and funds available for distribution  among the
holders of the Series A  Preferred  Stock and  holders of any class or series of
capital stock ranking on a party as to preference upon liquidation  ("Pari Passu
Securities")  with the Series A Preferred  Stock shall be insufficient to permit
the payment to such holders of the preferential  amounts payable  thereon,  then
the  entire  assets  and  funds  of  the  Corporation   legally   available  for
distribution to the Series A Preferred Stock and the Pari Passu Securities shall
be  distributed  ratably  among such shares in  proportion to the ratio that the
Liquidation  Preference  payable  on each  such  share  bears  to the  aggregate
liquidation preference payable on all such shares.

                  (b) At the  option of each  Holder,  the sale,  conveyance  of
disposition of all or substantially  all of the assets of the  Corporation,  the
effectuation   by  the  Corporation  of  a  transaction  or  series  of  related
transactions  in which more than 50% of the voting power of the  Corporation  is
disposed of, or the consolidation,  merger or other business  combination of the
Corporation with or into any other Person (as defined below) or Persons when the
Corporation is not the survivor shall be deemed to be a liquidation, dissolution
or winding up of the  Corporation  pursuant  to which the  Corporation  shall be
required  to  distribute,  upon  consummation  of and as a  condition  to,  such
transaction an amount equal to the  Liquidation  Preference with respect to each
outstanding  share of Series A Preferred Stock in accordance with and subject to
the terms of this  Article 4;  PROVIDED,  that all holders of Series A Preferred
Stock shall be deemed to elect the option set forth above if at least a majority
in  interest  of such  holders  elect  such  option.  "Person"  shall  mean  any
individual,  corporation,  limited liability company, partnership,  association,
trust or other entity or organization.

                  (c) For purposes  hereof,  the  "Liquidation  Preference" with
respect to a share of the Series A Preferred Stock shall mean an amount equal to
the sum of (i) the Stated Value thereof, plus (ii) the Additional Amount.

                                    ARTICLE 5
                     CONVERSION OF SERIES A PREFERRED STOCK

         SECTION  5.1  CONVERSION;  CONVERSION  PRICE.  Subject  to  the  terms,
conditions  and  restrictions  of this  Section 5, at the option of the  Holder,
commencing on the earlier of the Effective  Date and the ninetieth day after the
Issue Date, the shares of Series A Preferred  Stock may be converted into Common
Shares  (calculated  as to each such  conversion  to the  nearest  1/100th  of a
share),  equal to the sum of the Additional  Amount and the Stated Value of such
share or shares of Series A Preferred Stock (such sum being hereinafter referred
to as the  "Conversion  Amount"),  divided  by the Market Price, after discount-
ing  the Market Price by 15% to determine the  conversion price (the "Conversion
Price");  provided that in no event shall the

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Conversion Price be greater than 115% of the Market Price on the Issue Date (the
"Maximum  Conversion  Price").  The right of each  holder to  convert  shares of
Series  A  Preferred  Stock  into  shares  of  Common  Stock is  subject  to the
limitations  set forth in Sections  5.10 and 5.11 below,  and for the purpose of
complying  with the  limitation  in Section  5.11,  shall be prorated  among the
original  purchasers  of the shares of Series A  Preferred  Stock (the  "Initial
Holders")  and their  transferees,  if any,  based  upon the number of shares of
Series A Preferred Stock purchased by the Initial Purchasers.

         Within two (2) Business Days of the  occurrence  of a Valuation  Event,
the  Corporation  shall send  notice  (the  "Valuation  Event  Notice")  of such
occurrence  to the Holder.  Notwithstanding  anything to the contrary  contained
herein, if a Valuation Event occurs during any Valuation Period, a new Valuation
Period shall begin on the Trading Day  immediately  following the  occurrence of
such Valuation Event and end on the Conversion Date; PROVIDED, further, that the
Holder may, in its  discretion,  postpone such  Conversion Date to a Trading Day
which is no more than three (3) Trading Days after the  occurrence of the latest
Valuation Event by delivering a notification  to the Corporation  within two (2)
Business  Days of the receipt of the Valuation  Event Notice.  In the event that
the Holder  deems the  Valuation  Period to be other than the three (3)  Trading
Days  immediately  prior to the  Conversion  Date, the Holder shall give written
notice of such fact to the Corporation in the related  Conversion  Notice at the
time of conversion.

         For purposes of this  Section  5.1, a  "Valuation  Event" shall mean an
event in which the  Corporation at any time during a Valuation  Period takes any
of the following actions:

         (a)      subdivides or combines its Capital Shares;

         (b)      makes any distribution of its Capital Shares;

         (c) issues any  additional  Capital  Shares  (the  "Additional  Capital
Shares"), otherwise than as provided in the foregoing Sections 5.1(a) and 5.1(b)
above,  at a price per share less, or for other  consideration  lower,  than the
Current Market Price in effect  immediately prior to such issuances,  or without
consideration, except for issuances under employee benefit plans consistent with
those presently in effect and issuances under  presently  outstanding  warrants,
options or convertible securities,  to officers,  directors  or employees of the
Company,  or otherwise under the Company's stock option plans;

         (d) issues any  warrants,  options or other rights to subscribe  for or
purchase  any  Additional  Capital  Shares  and the  price  per  share for which
Additional  Capital  Shares may at any time  thereafter be issuable  pursuant to
such  warrants,  options or other rights  shall be less than the Current  Market
Price in effect immediately prior to such issuance;

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         (e)  issues  any  securities   convertible   into  or  exchangeable  or
exercisable  for  Capital  Shares  and the  consideration  per  share  for which
Additional Capital Shares may at any time thereafter be issuable pursuant to the
terms of such convertible,  exchangeable or exercisable securities shall be less
than the Current Market Price in effect immediately prior to such issuance;

         (f) makes a distribution  of its assets or evidences of indebtedness to
the holders of its  Capital  Shares as a dividend  in  liquidation  or by way of
return of capital or other than as a dividend payable out of earnings or surplus
legally  available  for the payment of  dividends  under  applicable  law or any
distribution to such holders made in respect of the sale of all or substantially
all of the Corporation's assets (other than under the circumstances provided for
in the foregoing Sections 5.1(a) through 5.1(e)); or

         (g) takes any  action  affecting  the  number  of  Outstanding  Capital
Shares,  other than an action described in any of the foregoing  Sections 5.1(a)
through 5.1(f),  inclusive,  which in the opinion of the Corporation's  Board of
Directors,  determined in good faith,  would have a material adverse effect upon
the rights of the Holder at the time of a conversion of the Preferred Stock.

         SECTION 5.2 EXERCISE OF  CONVERSION  PRIVILEGE.  (a)  Conversion of the
Series A Preferred Stock may be exercised, in whole or in part, by the Holder by
telecopying  an executed and completed  notice of conversion in the form annexed
hereto as Annex I (the  "Conversion  Notice") to the  Corporation.  Each date on
which a Conversion  Notice is telecopied to and received by the  Corporation  in
accordance with the provisions of this Section 5.2 shall constitute a Conversion
Date.  The  Corporation  shall convert the Preferred  Stock and issue the Common
Stock Issued at Conversion  effective as of the Conversion  Date at the time set
forth in the Conversion  Notice. The Conversion Notice also shall state the name
or names  (with  addresses)  of the persons who are to become the holders of the
Common Stock Issued at Conversion in connection  with such  conversion.  If such
conversion  will  result in the  conversion  of all of such  holder's  shares of
Series A  Preferred  Stock  the Holder shall deliver the shares of Series A
Preferred  Stock to the  Corporation by express courier within 30 days following
the date on which the telecopied  Conversion  Notice has been transmitted to the
Corporation.  Upon  surrender  for  conversion,  the  Preferred  Stock  shall be
accompanied by a proper  assignment  hereof to the Corporation or be endorsed in
blank. As promptly as practicable  after the receipt of the Conversion Notice as
aforesaid,  but in any  event  not more  than  three  Business  Days  after  the
Corporation's receipt of such Conversion Notice, the Corporation shall (i) issue
the Common Stock issued at Conversion in accordance  with the provisions of this
Article 5, and (ii) cause to be mailed for delivery by overnight  courier to the
Holder a certificate or certificate(s) representing the number of

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Common  Shares to which the  Holder is  entitled  by virtue of such  conversion,
together  with cash, as provided in Section 5.3, in respect of any fraction of a
Share issuable upon such conversion.  Holder shall indemnify the Corporation for
any  damages  to third  parties  as a result of a claim by such  third  party to
ownership of the Preferred Stock converted prior to the receipt of the Preferred
Stock by the Corporation.  Such conversion shall be deemed to have been effected
at the time at which the  Conversion  Notice  indicates so long as the Preferred
Stock shall have been surrendered,  if required,  as aforesaid at such time, and
at such time the rights of the Holder of the  Preferred  Stock,  as such,  shall
cease and the Person and Persons in whose name or names the Common  Stock Issued
at  Conversion  shall be  issuable  shall be deemed to have become the holder or
holders of record of the  Common  Shares  represented  thereby.  The  Conversion
Notice  shall  constitute  a contract  between  the Holder and the  Corporation,
whereby the Holder shall be deemed to subscribe  for the number of Common Shares
which it will be entitled to receive  upon such  conversion  and, in payment and
satisfaction  of such  subscription  (and for any cash adjustment to which it is
entitled  pursuant to Section  5.4),  to surrender  the  Preferred  Stock and to
release the Corporation from all liability thereon.

         (b) If, at any time (i) the Corporation challenges,  disputes or denies
the right of the Holder hereof to effect the  conversion of the Preferred  Stock
into Common  Shares or  otherwise  dishonors  or rejects any  Conversion  Notice
delivered  in  accordance  with this Section 5.2 (other than with respect to the
calculation of the number of Common Shares covered by the Conversion  Notice) or
(ii) any third party  commences any lawsuit or  proceeding or otherwise  asserts
any claim before any court or public or  governmental  authority  which seeks to
challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder
hereof to effect the conversion of the Preferred Stock into Common Shares,  then
the Holder  shall  have the right,  by  written  notice to the  Corporation,  to
require the Corporation to promptly redeem the Series A Preferred Stock for cash
at a  redemption  price  equal to one hundred  and forty  percent  (140%) of the
Conversion  Amount of the shares  sought to be  converted by the holder that are
the subject of such injunction (the "Mandatory  Purchase Amount").  Under any of
the  circumstances set forth above, the Corporation shall be responsible for the
payment of all costs and expenses of the Holder, including reasonable legal fees
and expenses,  as and when incurred in disputing any such action or pursuing its
rights hereunder (in addition to any other rights of the Holder).

         (c) The Holder shall be entitled to exercise its  conversion  privilege
notwithstanding  the  commencement  of any case under 11 U.S.C.  ss. 101 ET SEQ.
(the  "Bankruptcy  Code").In  the event the  Corporation  is a debtor  under the
Bankruptcy  Code, the Corporation  hereby waives to the fullest extent permitted
any  rights to relief it may have  under 11 U.S.C.  ss.  362 in  respect  of the
holder's  conversion  privilege.  The  Corporation  hereby waives

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to the fullest extent permitted any rights to relief it may have under 11 U.S.C.
ss. 362 in  respect of the  conversion  of the  Series A  Convertible  Preferred
Stock. The Corporation  agrees,  without cost or expense the Holder,  to take or
consent to any and all action necessary to effectuate relief under 11 U.S.C. ss.
362.

         SECTION 5.3  FRACTIONAL  SHARES.  No fractional  Common Shares or scrip
representing  fractional  Common  Shares shall be issued upon  conversion of the
Series  A  Preferred  Stock.  Instead  of any  fractional  Common  Shares  which
otherwise would be issuable upon conversion of the Series A Preferred Stock, the
Corporation shall pay a cash adjustment in respect of such fraction in an amount
equal to the same fraction.

         SECTION 5.4 RECLASSIFICATION,  CONSOLIDATION, MERGER OR MANDATORY SHARE
EXCHANGE; ADJUSTMENTS FOR SPLITS, COMBINATIONS. (a) At any time while the Series
A Preferred  Stock  remains  outstanding  and any shares  thereof  have not been
converted,  in case of any  reclassification  or  change of  Outstanding  Common
Shares  issuable upon  conversion of the Series A Preferred  Stock (other than a
change in par value, or from par value to no par value per share, or from no par
value per share to par value or as a result of a subdivision  or  combination of
outstanding securities issuable upon conversion of the Series A Preferred Stock)
or in case of any  consolidation,  merger or  mandatory  share  exchange  of the
Corporation with or into another  corporation  (other than a merger or mandatory
share exchange with another corporation in which the Corporation is a continuing
corporation and which does not result in any  reclassification or change,  other
than a change in par value, or from par value to no par value per share, or from
no par  value  per  share to par  value,  or as a  result  of a  subdivision  or
combination  of  Outstanding  Common  Shares  upon  conversion  of the  Series A
Preferred Stock), or in the case of any sale or transfer to another  corporation
of the  property  of the  Corporation  as an  entirety  or  substantially  as an
entirety,   the  Corporation,   or  such  successor,   resulting  or  purchasing
corporation,  as the case  may be,  shall,  without  payment  of any  additional
consideration  therefor,  execute a new Series A Preferred  Stock providing that
the Holder  shall have the right to convert  such new Series A  Preferred  Stock
(upon terms and conditions not less favorable to the Holder than those in effect
pursuant to the Series A Preferred Stock) and to receive upon such exercise,  in
lieu of each Common Share  theretofore  issuable upon conversion of the Series A
Preferred Stock, the kind and amount of shares of stock, other securities, money
or  property  receivable  upon  such  reclassification,  change,  consolidation,
merger,  mandatory share exchange,  sale or transfer by the holder of one Common
Share issuable upon  conversion of the Series A Preferred Stock had the Series A
Preferred  Stock  been  converted  immediately  prior to such  reclassification,
change, consolidation, merger, mandatory share exchange or sale or transfer. The
provisions   of  this   Section  5.4  shall   similarly   apply  to   successive
reclassifications,  changes, consolidations,  mergers, mandatory share exchanges
and sales and transfers.

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         (b) The Conversion Price and the number of Common Shares into which the
Series A  Preferred  Stock  shall be  convertible  shall be  adjusted  for stock
splits, combinations,  or other similar events. Additionally, an adjustment will
be made in the case of an exchange of Common Shares,  consolidation or merger of
the Corporation with or into another corporation or sale of all or substantially
all of the assets of the  Corporation  in order to enable the holder of Series A
Preferred  Stock to acquire  the kind and the number of shares of stock or other
securities  or  property  receivable  in such event by a holder of the number of
Common Shares that might  otherwise  have been issued upon the conversion of the
Series A Preferred Stock. No adjustment to the Conversion Price will be made for
dividends (other than stock dividends), if any, paid on the Common Shares.

         SECTION 5.5 ADJUSTMENTS TO CONVERSION  RATIO. For so long as any shares
of the Series A  Preferred  Stock are  outstanding,  if after the Issue Date the
Corporation  issues and sells (A) Common Shares at a purchase  price on the date
of issuance  thereof that is lower than the Conversion Price at such date, other
than with respect to the exercise of options, warrants or convertible securities
outstanding  on the Issue Date or with respect to the Warrants or on  conversion
of the Series A  Preferred  (B)  warrants  or  options  with an  exercise  price
representing  a percentage of the Current Market Price with an exercise price on
the  date of  issuance  of the  warrants  or  options  that is  lower  than  the
Conversion  Price at such date,  except for employee stock option  agreements or
stock incentive agreements of the Corporation, or (C) convertible,  exchangeable
or exercisable  securities with a right to exchange at lower than the Conversion
Price on the Issue Date, as applicable,  of such  convertible,  exchangeable  or
exercisable  securities,  except,  in each case, for stock option  agreements or
stock incentive agreements,  then the Conversion Ratio shall be reduced to equal
the lowest of any such lower rates since the most recently  received  Conversion
Notice, and such Adjusted  Conversion Price shall apply to any future Conversion
Notices  received by the  Corporation.  The Adjusted  Conversion Price as it may
exist from time to time shall not apply  retroactively to any shares of Series A
Preferred  Stock  converted  prior  to  the   implementation  of  such  Adjusted
Conversion Price.

         SECTION  5.6  OPTIONAL   REDEMPTION.   At  any  time  after  the  first
anniversary of the Issue Date,  the  Corporation,  upon notice  delivered to the
Holder as provided in Section 5.7, may redeem the Series A Preferred  Stock (but
only with  respect to such  shares as to which the  Holder  has not  theretofore
furnished a Conversion  Notice in compliance  with Section 5.2), at a price (the
"Optional  Redemption  Price") equal to the greater of (i) the sum of $1,400 and
the  Additional  Amount per share of such Series A Preferred  Stock and (ii) the
Market  Price of the Common  Stock into which such  shares of Series A Preferred
Stock could be converted on the date of such notice.

                                       11

<PAGE>

         SECTION 5.7 NOTICE OF REDEMPTION.  (a)Notice of redemption  pursuant to
Section 5.6 shall be provided  by the  Corporation  to the Holder in writing (by
registered mail or overnight  courier at the Holder's last address  appearing in
the Corporation's security registry) not less than ten (10) nor more than thirty
(30) days prior to the dated stipulated by the Corporation for the redemption of
the Series A Preferred Stock (the "Redemption Date"), which notice shall specify
the Redemption Date and refer to Section 5.6 and this Section 5.7.

         (b) Upon receipt of the Redemption  Notice, the recipient thereof shall
have the option,  at its sole election,  to specify what portion of the Series A
Preferred Stock called for redemption in the Redemption Notice shall be redeemed
as provided in Section 5.6 or converted into Common Stock in the manner provided
in  Section  5.1.  If the  holder of the  Series A  Preferred  Stock  called for
redemption elects to convert any of such shares, then such conversion shall take
place on the Conversion Date specified by the holder,  but in no event after the
Redemption Date, in accordance with the terms of Section 5.1.

         SECTION 5.8 SURRENDER OF PREFERRED  STOCK.  Upon any  redemption of the
Series A  Preferred  Stock  pursuant to Sections  5.6 or 5.7,  the Holder  shall
either  deliver the Series A Preferred  Stock by hand to the  Corporation at its
principal  executive  offices or surrender the same to the  Corporation  at such
address by express courier.  Payment of the Optional  Redemption Price specified
in Section 5.6 shall be made by the Corporation to the Holder against receipt of
the Series A Preferred  Stock (as provided in this Section 5.8) by wire transfer
of immediately available funds to such account(s) as the Holder shall specify to
the Corporation.  If payment of such redemption price is not made in full by the
Mandatory Redemption Date or the Redemption Date, as the case may be, the Holder
shall again have the right to convert  the Series A Preferred  Stock as provided
in Article 5 hereof.

         SECTION 5.9  MANDATORY  CONVERSION.  On the fourth  anniversary  of the
Issue Date (the "Mandatory  Conversion Date"), the Corporation shall convert all
Series A  Preferred  Stock  outstanding,  together  with the  Additional  Amount
thereon,  at the Conversion Price or, at the option of the Corporation,  buy out
all such  holders  (including  the  Additional  Amount on the shares of Series A
Preferred  Stock then  outstanding)  in cash, at the then  effective  Conversion
Price.  Notwithstanding the previous sentence, unless the Corporation shall have
obtained the approval of its voting  stockholders to such issuance in accordance
with the rules of the NASDAQ or such other stock market as the Corporation shall
be required to comply  with,  the  Corporation  shall not issue shares of Common
Stock upon conversion of any shares of Series A Preferred Stock if such issuance
of Common Stock,  when added to the number of shares of Common Stock  previously
issued  by the  Corporation  (i)  upon  conversion  of

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<PAGE>

shares of the Series A Preferred  Stock and (ii) upon  exercise of the  Warrants
issued pursuant to the terms of the Securities Purchase  Agreement,  would equal
or exceed  twenty  percent  (20%) of the  number of shares of the  Corporation's
Common Stock which were issued and outstanding on the Closing Date (the "Maximum
Issuance  Amount").  In the event that a Mandatory  Conversion would require the
Corporation to issue shares of Common Stock equal to or in excess of the Maximum
Issuance Amount, the Corporation shall complete such Mandatory Conversion by (i)
converting  shares  of  Series A  Preferred  Stock  which  would  result  in the
Corporation  issuing  shares  of Common  Stock  equal to one less than an amount
which  would  result in the  Corporation  issuing  shares  equal to the  maximum
Issuance  Amount and (ii)  redeeming the remaining  shares of Series A Preferred
Stock in cash at a price equal to the Optional Redemption Price.

         SECTION 5.10  COMPLIANCE WITH SECTION 13(D).  Notwithstanding  anything
herein to the contrary,  except on the  Mandatory  Conversion  Date,  the Holder
shall not have the right,  and the  Company  shall not have the  obligation,  to
convert all or any portion of the Series A Preferred  Stock if and to the extent
that the issuance to the Holder of shares of Common  Stock upon such  conversion
would result in the Holder being deemed the  "beneficial  owner" of more than 5%
of the then  outstanding  shares of Common  Stock  within the meaning of Section
13(d)  of the  Securities  Exchange  Act of  1934,  as  amended,  and the  rules
promulgated  thereunder.  If any court of competent jurisdiction shall determine
that the  foregoing  limitation  is  ineffective  to prevent a Holder from being
deemed the beneficial  owner of more than 5% of the then  outstanding  shares of
Common Stock,  then the Corporation shall redeem so many of such Holder's shares
(the "Redemption  Shares") of Series A Preferred Stock as are necessary to cause
such  Holder to be deemed the  beneficial  owner of not more than 5% of the then
outstanding  shares  of Common  Stock.  Upon  such  determination  by a court of
competent  jurisdiction,  the Redemption  Shares shall  immediately  and without
further  action be deemed  returned  to the status of  authorized  but  unissued
shares of Series A Preferred  Stock and the Holder  shall have no interest in or
rights under such Redemption  Shares.  Such redemption  shall be for cash at the
Optional Redemption Price.

         SECTION 5.11 STOCKHOLDER  APPROVAL.  Unless the Corporation  shall have
obtained the approval of its voting  stockholders to such issuance in accordance
with the rules of the NASDAQ or such other stock market as the Corporation shall
be required to comply  with,  the  Corporation  shall not issue shares of Common
Stock  upon  conversion  of any  shares of  Series A  Preferred  Stock,  if such
issuance  of Common  Stock,  when added to the number of shares of Common  Stock
previously issued by the Corporation (i) upon conversion of shares of the Series
A Preferred  Stock and (ii) upon exercise of the Warrants issued pursuant to the
terms of the Securities Purchase Agreement, would equal or exceed twenty percent
(20%) of the  number of shares of the  Corporation's  Common  Stock  which  were
issued and outstanding on the Closing Date (the

                                       13

<PAGE>


"Maximum Issuance Amount"). If in the event of the circumstances provided in the
preceding  sentence,  a properly  executed  Conversion Notice is received by the
Corporation  which would require the Corporation to issue shares of Common Stock
equal to or in excess of the Maximum  Issuance  Amount,  the  Corporation  shall
honor such conversion request by (i) converting the number of shares of Series A
Preferred  Stock  stated in the  Conversion  Notice not in excess of the Maximum
Issuance  Amount and (ii)  redeeming  the number of shares of Series A Preferred
Stock  stated in the  Conversion  Notice  equal to or in  excess of the  Maximum
Issuance Amount in cash at the Optional Redemption Price of the shares of Series
A Preferred Stock to be so redeemed.

         SECTION 5.12 NOTICE OF CERTAIN EVENTS. In the case of the occurrence of
any event described in  subparagraphs  (a), (b) or (f) of Section 5.1 or Section
5.4 of this  Certificate  of  Designations,  the  Corporation  shall cause to be
mailed to the Holder of the Series A Preferred  Stock at its last  address as it
appears in the Corporation's  security registry, at least twenty (20) days prior
to the applicable  record,  effective or expiration date  hereinafter  specified
(or,  if such  twenty  (20) days  notice  is not  practicable,  at the  earliest
practicable  date prior to any such record,  effective or  expiration  date),  a
notice  stating (x) the date on which a record is to be taken for the purpose of
such  dividend,  distribution,  issuance  or  granting  of  rights,  options  or
warrants, or if a record is not to be taken, the date as of which the holders of
record  of  Series  A  Preferred   Stock  to  be  entitled  to  such   dividend,
distribution,  issuance  or granting  of rights,  options or warrants  are to be
determined  or (y)  the  date on  which  such  reclassification,  consolidation,
merger,  sale, transfer,  dissolution,  liquidation or winding-up is expected to
become effective, and the date as of which it is expected that holders of record
of Series A  Preferred  Stock will be  entitled  to  exchange  their  shares for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation, merger, sale transfer, dissolution, liquidation or winding-up.


                                    ARTICLE 6
                                  VOTING RIGHTS

         Holders of the Series A Preferred Stock have no voting power, except as
otherwise  provided by the Delaware  General  Corporation Law ("DGCL"),  in this
Article 6, and in Article 7 below.

         Notwithstanding the above, the Corporation shall provide each Holder of
Series  A  Preferred  Stock  with  prior  notification  of  any  meeting  of the
stockholders  (and  copies  of proxy  materials  and other  information  sent to
stockholders).  In the event of any taking by the Corporation of a record of its
stockholders  for the purpose of  determining  stockholders  who are entitled to
receive  payment of any dividend or other  distribution,  any right to

                                       14

<PAGE>

subscribe  for,  purchase  or  otherwise  acquire  (including  by way of merger,
consolidation  or  recapitalization)  any  share  of  any  class  or  any  other
securities  or property,  or to receive any other  right,  or for the purpose of
determining  stockholders  who  are  entitled  to vote in  connection  with  any
proposed  liquidation,  dissolution  or  winding  up  of  the  Corporation,  the
Corporation  shall mail a notice to each Holder, at least thirty (30) days prior
to (or such shorter  period that the  Corporation  first  becomes  aware of) the
consummation of the transaction or event,  whichever is earlier), of the date on
which  any  such  action  is to be  taken  for the  purpose  of  such  dividend,
distribution,  right or other event, and a brief statement  regarding the amount
and character of such dividend, distribution, right or other event to the extent
known at such time.

         To the extent that under the DGCL the vote of the holders of the Series
A Preferred  Stock,  voting  separately as a class or series as  applicable,  is
required to authorize a given action of the Corporation, the affirmative vote or
consent  of the  holders  of at least a  majority  of the shares of the Series A
Preferred Stock  represented at a duly held meeting at which a quorum is present
or by  written  consent of the  holders of a majority  of the shares of Series A
Preferred  Stock  (except as  otherwise  may be  required  under the DGCL) shall
constitute  the  approval of such  action by the class.  Holders of the Series A
Preferred  Stock  shall be  entitled  to notice of all  stockholder  meetings or
written  consents (and copies of proxy materials and other  information  sent to
stockholders) with respect to which they would be entitled to vote, which notice
would be provided pursuant to the Corporation's bylaws and the DGCL.

                                    ARTICLE 7
                              PROTECTIVE PROVISIONS

         So long as 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 the DGCL) of the  holders of at least 85% of the then
outstanding shares of Series A Preferred Stock:

         (a) alter or change the rights, preferences or privileges of the Series
A Preferred Stock;

         (b) create any new class or series of capital stock having a preference
over the Series A Preferred Stock as to distribution of assets upon liquidation,
dissolution or winding up of the Corporation  ("Senior  Securities") or alter or
change the rights,  preferences or privileges of any Senior  Securities so as to
affect adversely the Series A Preferred Stock;

         (c) increase the authorized number of shares of Series A Preferred
Stock; or

                                       15

<PAGE>

         (d) do any  act or  thing  not  authorized  or  contemplated  by  this
Certificate  of  Designations  which would  result in taxation of the holders of
shares of the Series A Preferred Stock under Section 305 of the Internal Revenue
Code of 1986, as amended (or any  comparable  provision of the Internal  Revenue
Code as hereafter from time to time amended).

         In the event holders of at least 85% of the then outstanding  shares of
Series A Preferred  Stock agree to allow the  Corporation to alter or change the
rights,  preferences  or privileges  of the shares of Series A Preferred  Stock,
pursuant to subsection (a) above, so as to affect the Series A Preferred  Stock,
then the Corporation  will deliver notice of such approved change to the holders
of the Series A Preferred  Stock that did not agree to such alteration or change
(the  "Dissenting  Holders") and  Dissenting  Holders shall have the right for a
period of thirty (30) days to convert  pursuant to the terms of this Certificate
of  Designations as they exist prior to such alteration or change or continue to
hold their shares of Series A Preferred Stock.

                                    ARTICLE 8
                                  MISCELLANEOUS

         SECTION 8.1 LOSS,  THEFT,  DESTRUCTION OF PREFERRED STOCK. Upon receipt
of evidence  satisfactory to the Corporation of the loss, theft,  destruction or
mutilation  of shares of Series A  Preferred  Stock and, in the case of any such
loss,  theft or  destruction,  upon receipt of indemnity or security  reasonably
satisfactory to the Corporation,  or, in the case of any such  mutilation,  upon
surrender and  cancellation  of the Series A Preferred  Stock,  the  Corporation
shall  make,  issue and  deliver,  in lieu of such lost,  stolen,  destroyed  or
mutilated  shares of Series A Preferred  Stock, new shares of Series A Preferred
Stock of like tenor.  The Series A Preferred  Stock shall be held and owned upon
the express condition that the provisions of this Section 8.1 are exclusive with
respect to the  replacement  of mutilated,  destroyed,  lost or stolen shares of
Series A  Preferred  Stock  and shall  preclude  any and all  other  rights  and
remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary  with respect to the  replacement  of negotiable  instruments  or other
securities without the surrender thereof.

         SECTION 8.2 WHO DEEMED  ABSOLUTE  OWNER.  The  Corporation may deem the
Person in whose name the Series A Preferred  Stock shall be registered  upon the
registry books of the Corporation to be, and may treat it as, the absolute owner
of the Series A Preferred  Stock for the purpose of the conversion of the Series
A Preferred Stock and for all other purposes,  and the Corporation  shall not be
affected by any notice to the contrary.  All such  payments and such  conversion
shall be valid and effectual to satisfy and  discharge  the  liability  upon the
Series  A  Preferred  Stock  to the  extent  of the  sum or  sums so paid or the
conversion so made.

                                       16

<PAGE>

         SECTION  8.3  REGISTER.  The  Corporation  shall keep at its  principal
office a register in which the Corporation shall provide for the registration of
the Series A Preferred Stock.  Upon any transfer of the Series A Preferred Stock
in accordance with the provisions  hereof,  the Corporation  shall register such
transfer on the Series A Preferred Stock register.

         The  Corporation  may  deem the  person  in  whose  name  the  Series A
Preferred  Stock shall be registered  upon the registry books of the Corporation
to be, and may treat it as, the absolute  owner of the Series A Preferred  Stock
for the purpose of the  conversion  of the Series A Preferred  Stock and for all
other purposes,  and the Corporation  shall not be affected by any notice to the
contrary.  All such  conversions  shall be valid and  effective  to satisfy  and
discharge the liability  upon the Series A Preferred  Stock to the extent of the
conversion or conversions so made.

         SECTION 8.4 RESERVATION OF STOCK. The  Corporation,  upon the effective
date of this Certificate of Designations,  has a sufficient  number of shares of
Common  Stock  available  to reserve for  issuance  upon the  conversion  of all
outstanding shares of Series A Preferred Stock, including the Additional Amount,
at an  assumed  Conversion  Price of $1.00.  The  Corporation  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 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  Preferred  Stock.  The
Corporation  covenants  that all shares of Common Stock which shall be so issued
shall be duly and validly issued, fully paid and non-assessable. The Corporation
will take all such action as may be so taken without violation of any applicable
law or regulation,  or of any  requirement of any national  securities  exchange
upon  which  the  Common  Stock may be  listed  to have a  sufficient  number of
authorized but unissued  shares of Common Stock to issue upon  conversion of the
Series A Preferred Stock. The Corporation will not take any action which results
in any  adjustment  of the  conversion  rights if the total  number of shares of
Common Stock issued and issuable after such action upon conversion of the Series
A Preferred  Stock would  exceed the total number of shares of Common Stock then
authorized by the Corporation's Certificate of Incorporation, as amended.

         SECTION 8.5 WITHHOLDING.  To the extent required by applicable law, the
Corporation  may  withhold  amounts  for or on account  of any taxes  imposed or
levied by or on behalf of any  taxing  authority  in the  United  States  having
jurisdiction  over the Corporation from any payments made pursuant to the Series
A Preferred Stock.

                                       17

<PAGE>

         SECTION 8.6 HEADINGS. The headings of the Articles and Sections of this
Certificate  of  Designations  are  inserted  for  convenience  only  and do not
constitute a part of this Certificate of Designations.


         IN WITNESS  WHEREOF,  the  Corporation  has caused this Certificate of
Designations to be signed by its duly authorized officers on this 15th day of
June, 2000.

                                        ADATOM.COM, INC.



                                        By: /s/ RICHARD S. BARTON
                                            ------------------------
                                            Name:  Richard S. Barton
                                            Title: President & CEO



                                        By: /s/ MICHAEL M. WHEELER
                                            -------------------------
                                            Name:  Michael M. Wheeler
                                            Title: Secretary


                                       18

<PAGE>


                                                                         ANNEX I

                           [FORM OF CONVERSION NOTICE]

TO:
         ----------------------------
         ----------------------------
         ----------------------------

         The undersigned owner of this Series A Convertible Preferred Stock (the
"Series A Preferred  Stock")  issued by  Adatom.com,  Inc.  (the  "Corporation")
hereby irrevocably  exercises its option to convert _______ shares of the Series
A  Preferred  Stock into  shares of the  common  stock,  $.01 par value,  of the
Corporation ("Common Stock"), in accordance with the terms of the Certificate of
Designations.  The undersigned  hereby  instructs the Corporation to convert the
number of shares of the Series A Preferred  Stock specified above into Shares of
Common Stock Issued at Conversion in accordance with the provisions of Article 5
of the  Certificate of  Designations.  The  undersigned  directs that the Common
Stock issuable and certificates therefor deliverable upon conversion, the Series
A Preferred Stock  recertificated,  if any, not being surrendered for conversion
hereby,  together  with any check in payment for  fractional  Common  Stock,  be
issued in the name of and delivered to the  undersigned  unless a different name
has been indicated below. All capitalized terms used and not defined herein have
the respective meanings assigned to them in the Certificate of Designations.

Dated:
        -------------



------------------------------------
              Signature

         Fill in for registration of Series A Preferred Stock:


Please print name and address (including zip code number):

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