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                                                                     EXHIBIT 4.1

                                TICKETS.COM, INC.

                    CERTIFICATE OF THE POWERS, DESIGNATIONS,

                          PREFERENCES AND RIGHTS OF THE

             SERIES F SENIOR CUMULATIVE REDEEMABLE PREFERRED STOCK,

                          PAR VALUE $0.000225 PER SHARE

         Pursuant to Section 151 of the Delaware General Corporation Law

     The undersigned, W. Thomas Gimple, Chief Executive Officer of Tickets.com,
Inc., a Delaware corporation (the "Corporation"), DOES HEREBY CERTIFY that the
following resolution, creating a series of 28,333,333 shares of preferred stock
was duly adopted by the Board of Directors of the Corporation (the "Board of\
Directors"), on June 6, 2001.

     WHEREAS, the Board of Directors is authorized, within the limitations and
restrictions stated in the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), to provide by resolution or resolutions for the
issuance of shares of preferred stock, par value $0.000225 per share, of the
Corporation, in one or more classes or series with such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions as shall be stated and expressed in the resolution or
resolutions providing for the issuance thereof adopted by the Board of
Directors, and as are not stated and expressed in the Certificate of
Incorporation, or any amendment thereto, including (but without limiting the
generality of the foregoing) such provisions as may be desired concerning
voting, redemption, dividends, dissolution or the distribution of assets and
such other subjects or matters as may be fixed by resolution or resolutions of
the Board of Directors under the General Corporation Law of the State of
Delaware; and

     WHEREAS, it is the desire of the Board of Directors, pursuant to its
authority as aforesaid, to authorize and fix the terms of a series of preferred
stock and the number of shares constituting such series.

     NOW, THEREFORE, BE IT RESOLVED:

     1.   Designation and Number of Shares. There shall be hereby created and
established a series of preferred stock designated as "Series F Senior
Cumulative Redeemable Preferred Stock" (the "Series F Preferred Stock"). The
authorized number of shares of Series F Preferred Stock shall be 28,333,333.
Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in Section 10 below.

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     2.   Rank.

          (a)  The Series F Preferred Stock shall with respect to dividends,
distributions of assets and rights upon the occurrence of a Liquidation rank
senior to (i) all classes of common stock of the Corporation (including, without
limitation, the Common Stock, par value $0.000225 per share, of the Corporation
(the "Common Stock")) and (ii) each other class or series of Capital Stock of
the Corporation (the "Junior Stock") hereafter created which does not expressly
rank pari passu with or senior to the Series F Preferred Stock.

          (b)  The Series F Preferred Stock shall, with respect to payment
of the Participation Payment upon the occurrence of a Sale Transaction, rank
senior to the Junior Stock.

          (c)  Notwithstanding anything to the contrary contained in the
Certificate of Incorporation, the vote of the holders of a majority of the
Series F Preferred Stock shall be a prerequisite to the designation or issuance
of any shares of Capital Stock ranking pari passu with or senior to the Series F
Preferred Stock in the event of a Liquidation or with respect to the payment of
dividends or the Participation Payment.

     3.   Dividends.

          (a)  If the Corporation declares and pays cash dividends on the Common
Stock then, in that event, the holders of shares of Series F Preferred Stock
shall be entitled to share in such dividends on a pro rata basis, as if their
shares had been converted into shares of Common Stock pursuant to Section 7(a)
below immediately prior to the record date for determining the stockholders of
the Corporation eligible to receive such dividends.

          (b)  The holders of shares of Series F Preferred Stock shall be
entitled to receive, out of funds legally available therefor, cumulative
dividends at an annual rate equal to the excess (if any) of (i) 9% of the
Accreted Value over (ii) any cash dividends paid in accordance with Section 3(a)
above, calculated on the basis of a 360-day year, consisting of twelve 30-day
months, and such dividends shall accrue quarterly from the date of issuance
thereof, whether or not declared. Accrued and unpaid dividends shall compound on
a quarterly basis and be added to the Accreted Value of each share of Series F
Preferred Stock. The Board of Directors may fix a record date for the
determination of holders of shares of Series F Preferred Stock entitled to
receive payment of such dividends, which record date shall not be more than
sixty (60) days prior to the applicable dividend payment date. All accrued and
unpaid dividends, if any, shall, to the extent funds are legally available
therefor, be mandatorily paid immediately prior to the earlier to occur of (i) a
Liquidation, (ii) an optional conversion of shares of Series F Preferred Stock
pursuant to Section 7(a) below, (iii) an automatic conversion of shares of
Series F Preferred Stock pursuant to Section 7(b) below and (iv) a redemption of
shares of Series F Preferred Stock pursuant to Section 5 hereof (the "Mandatory
Dividend Payment Date").

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          (c)  On the Mandatory Dividend Payment Date, all accrued dividends
shall be paid, (x) in the case of a Liquidation or a redemption pursuant to
Section 5 below, in cash, (y) in the case of an optional conversion or an
automatic conversion triggered by a Sale Transaction, in shares of Common Stock
or in cash, at the option of the holders of a majority of the shares of the
Series F Preferred Stock. If dividends are to be paid in shares of Common Stock
pursuant to the preceding sentence, the value of such shares shall be
determined, (A) in the case of a Sale Transaction (other than as set forth in
clause (B), below), by the Net Per Share Price paid for shares of Common Stock
on such Sale Transaction or (B) in the case of a Sale Transaction in which no
Net Per Share Price is paid for shares of Common Stock or in the case of an
optional conversion of shares of Series F Preferred Stock, in good faith by the
Board of Directors.

     4.   Liquidation Preference.

          (a)  Participation Payment. Upon the occurrence of a Liquidation, the
holders of shares of Series F Preferred Stock shall be entitled (i) to be paid
for each share of Series F Preferred Stock held thereby, out of, but only to the
extent of, the assets of the Corporation legally available for distribution to
its stockholders, an amount equal to the sum of (A) the Accreted Value per share
plus (B) as provided in Section 3 above, all accrued and unpaid dividends, if
any, with respect to each share of Series F Preferred Stock, up to the date
fixed for such liquidation (together with the Accreted Value, the "Participation
Payment"), before any payment or distribution is made to any Junior Stock, and
(ii) such number of fully paid and non-assessable shares of Common Stock as is
equal to the product of the number of shares of Series F Preferred Stock held
thereby and the quotient of (X) the Accreted Value divided by (Y) the conversion
price of $0.60 per share, subject to adjustment as provided in Section 7(d)
below. If the assets of the Corporation available for distribution to the
holders of shares of Series F Preferred Stock shall be insufficient to permit
payment in full to such holders of the sums to which such holders are entitled
to receive in such case, then all of the assets available for distribution to
holders of shares of Series F Preferred Stock shall be distributed among and
paid to such holders ratably in proportion to the amounts that would be payable
to such holders if such assets were sufficient to permit payment in full.

          (b)  No Additional Payment. After the holders of all shares of Series
F Preferred Stock shall have been paid in full the amounts to which they are
entitled in Section 4(a) above, the holders of shares of Series F Preferred
Stock shall not be entitled to any further participation in any distribution of
assets of the Corporation and the remaining assets of the Corporation shall be
distributed to the holders of the Junior Stock.

          (d)  Notice. Written notice of a Liquidation stating a payment or
payments and the place where such payment or payments shall be payable, shall be
delivered in person, mailed by certified mail, return receipt requested, mailed
by overnight mail or sent by telecopier, not less than ten (10) days prior to
the earliest payment date stated therein, to the holders of record of shares of
Series F Preferred Stock,

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such notice to be addressed to each such holder at its address as shown by the
records of the Corporation.

          (e)  Sale Transactions. A Sale Transaction shall be deemed to be a
Liquidation pursuant to this Section 4, and the shares of Series F Preferred
Stock shall automatically convert into the consideration specified in Section
7(b) hereof.

     5.   Redemption.

          (a)  Optional Redemption.

               (i)   The Corporation shall not have any right to redeem any
shares of Series F Preferred Stock prior to June 11 , 2003. On and after June
12, 2003 but prior to June 11 , 2006 (any such date, an "Optional Redemption
Measurement Date"), if the Redemption Per Share Price on such Optional
Redemption Measurement Date exceeds the amounts set forth in the chart that
follows with respect to such applicable Optional Redemption Date (expressed as a
percentage of the Conversion Price), (the "Hurdle Rate"), the Corporation shall
have the right, as its sole option and election, to redeem (unless otherwise
prevented by law) all, but not less than all, of the shares of Series F
Preferred Stock in cash, at a price per share equal to the greater of either (i)
the sum of (x) the Accreted Value plus (y) as provided in Section 3 above, all
accrued and unpaid dividends through the Optional Redemption Measurement Date,
if any, with respect to each share of Series F Preferred Stock, or (ii) the
product of the Per Share Price as of the Optional Redemption Measurement Date
and the number of shares of Common Stock into which the Series F Preferred Stock
is convertible on such date (as provided in Section 7(a) below, in immediately
available funds:

                                               HURDLE RATE AS A PERCENTAGE
          IF REDEEMED DURING THE PERIOD          OF THE CONVERSION PRICE
          ------------------------------       ---------------------------

          June 12, 2003 to June 11, 2004                   200%
          June 12, 2004 to June 11, 2005                   250%
          June 12, 2005 to June 11, 2006                   300%


               (ii)  Written notice of any election by the Corporation to redeem
the shares of Series F Preferred Stock pursuant to this Section 5(a) and the
date selected for such redemption (the "Optional Redemption Date") shall be
delivered in person, mailed by certified mail, return receipt requested, mailed
by overnight mail or sent by telecopier not less than thirty (30), nor more than
sixty (60), days prior to such Optional Redemption Date to the holders of record
of the shares of Series F Preferred Stock such notice to be addressed to each
such holder at its address as shown in the records of the Corporation. The total
sum payable per share of Series F Preferred Stock to be redeemed (the "Optional
Redeemed Shares") on such Optional Redemption Date is referred to as the
"Optional Redemption Price," and the payment to be made on such Optional
Redemption Date for the Optional Redeemed Shares is referred to as the "Optional
Redemption Payment." The Optional Redemption Payment shall be made by

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wire transfer of immediately available funds to accounts designated in writing
by the holders of shares of Series F Preferred Stock. Upon notice from the
Corporation, each holder of shares of Series F Preferred Stock so redeemed shall
promptly surrender to the Corporation, at any place where the Corporation shall
maintain a transfer agent for its shares of Series F Preferred Stock,
certificates representing the shares so redeemed, duly endorsed in blank or
accompanied by proper instruments of transfer. Notwithstanding anything to the
contrary set forth in this Certificate of Designation, any holder of Series F
Preferred Stock may convert its shares of Series F Preferred Stock pursuant to
Section 7(a) until the Optional Redemption Price has been paid by the
Corporation to any such holders hereof.

               (iii) Termination of Rights. If shares of Series F Preferred
Stock are to be redeemed pursuant to Section 5(a) above, then on and after such
Optional Redemption Date, all rights of any holder of such shares of Series F
Preferred Stock shall cease and terminate; and such Optional Redeemed Shares
shall no longer be deemed to be outstanding, whether or not the certificates
representing such shares have been received by the Corporation; provided,
however, that, if the Corporation defaults in the payment of the Optional
Redemption Payment, the rights of the holders of such shares of Series F
Preferred Stock shall continue until the Corporation cures such default.

          (b)  Automatic Redemption. On the date that is five (5) years after
the date shares of Series F Preferred Stock are initially issued (the "Automatic
Redemption Date"), such shares of Series F Preferred Stock shall automatically,
with no further action required to be taken by the Corporation or the holder
thereof, be redeemed (unless otherwise prevented by law) in cash, at a
redemption price per share equal to the greater of (i) the Accreted Value plus,
as provided in Section 3 above, all accrued and unpaid dividends through the
Automatic Redemption Date, if any, with respect to each share of Series F
Preferred Stock or (ii) the product of the Per Share Price and the number of
shares of Common Stock into which the Series F Preferred Stock is convertible on
such Automatic Redemption Date. Written notice of such Automatic Redemption Date
shall be delivered in person, mailed by certified mail, return receipt
requested, mailed by overnight mail or sent by telecopier not less than thirty
(30), nor more than sixty (60), days prior to the Automatic Redemption Date to
the holders of record of the shares of Series F Preferred Stock such notice to
be addressed to each such holder at its address as shown in the records of the
Corporation. The total sum payable per share of Series F Preferred Stock to be
redeemed (the "Redeemed Shares") on the Automatic Redemption Date is referred to
as the "Redemption Price," and the payment to be made on the Automatic
Redemption Date for the Redeemed Shares is referred to as the "Redemption
Payment." The Redemption Payment shall be made by wire transfer of immediately
available funds to accounts designated in writing by the holders of shares of
Series F Preferred Stock. Upon notice from the Corporation, each holder of
shares of Series F Preferred Stock so redeemed shall promptly surrender to the
Corporation, at any place where the Corporation shall maintain a transfer agent
for its shares of Series F Preferred Stock, certificates representing the shares
so redeemed, duly endorsed in blank or accompanied by proper instruments of
transfer. Notwithstanding anything to the contrary set forth in this Certificate
of Designation, any holder of Series F Preferred Stock may

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convert its shares of Series F Preferred Stock pursuant to Section 7(a) hereof
until the Redemption Price has been paid by the Corporation to any such holders
hereto.

               (i)   Termination of Rights. If shares of Series F Preferred
Stock are to be redeemed pursuant to Section 5(b) above, then, except as set
forth in Section 5(b)(ii) below, on and after the Automatic Redemption Date, all
rights of any holder of such shares of Series F Preferred Stock shall cease and
terminate; and such Redeemed Shares shall no longer be deemed to be outstanding,
whether or not the certificates representing such shares have been received by
the Corporation; provided, however, that, if the Corporation defaults in the
payment of the Redemption Payment, the rights of the holders of such shares of
Series F Preferred Stock shall continue until the Corporation cures such
default.

               (ii)  Insufficient Funds for Redemption. If the funds of the
Corporation available for redemption of the Redeemed Shares on the Automatic
Redemption Date are insufficient to redeem the Redeemed Shares on such date, the
holders of Redeemed Shares shall share ratably in any funds available by law for
redemption of such shares according to the respective amounts which would be
payable with respect to the number of shares owned by them if the shares to be
so redeemed on such Automatic Redemption Date were redeemed in full. Any
Redeemed Shares that the Corporation is not able to redeem on the Automatic
Redemption Date due to insufficient funds shall continue to be outstanding until
redeemed and dividends on such shares shall continue to accrue and cumulate
until redeemed. The Corporation shall in good faith use all reasonable efforts
as expeditiously as possible to eliminate, or obtain an exception, waiver or
exemption from, any and all restrictions that prevented the Corporation from
paying the Redemption Price and redeeming all of the Redeemed Shares. At any
time thereafter when additional funds of the Corporation are available by law
for the redemption of the Redeemed Shares, such funds shall be used, at the end
of the next succeeding fiscal quarter, to redeem the balance of such shares, or
such portion thereof for which funds are available, on the basis set forth
above.

     6.   Voting Rights.

          (a)  In addition to the voting rights to which the holders of Series F
Preferred Stock are entitled under or granted by Delaware law, the holders of
Series F Preferred Stock shall be entitled to vote, in person or by proxy, at a
special or annual meeting of stockholders or in any written consent in lieu of
meeting, on all matters entitled to be voted on by holders of shares of Common
Stock voting together as a single class with the Common Stock (and with other
shares entitled to vote thereon, if any). With respect to any such vote, each
share of Series F Preferred Stock shall entitle the holder thereof to cast that
number of votes as is equal to the number of votes that such holder would be
entitled to cast had such holder converted its shares of Series F Preferred
Stock into shares of Common Stock pursuant to Section 7(a) below on the record
date for determining the stockholders of the Corporation eligible to vote on any
such matters.

          (b)  From and after the date hereof, General Atlantic Partners 74,
L.P. ("GAP LP"), GAP Coinvestment Partners II, L.P. ("GAP

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Coinvestment"), GapStar, LLC ("GapStar") and/or any Affiliate thereof in the
aggregate own at least a majority of the outstanding shares of Series F
Preferred Stock, then the holders of shares of Series F Preferred Stock, voting
as a separate class, shall be entitled to elect two directors of the Corporation
(the "Series F Directors"). In addition, from and after August 15, 2001, if GAP
LP, GAP Coinvestment and GapStar and/or any Affiliate thereof in the aggregate
own at least a majority of the outstanding shares of Series F Preferred Stock,
then the holders of shares of Series F Preferred Stock, voting as a separate
class, shall be entitled to elect one additional director of the Corporation
(the "Additional Series F Director").

          (c)  Extraordinary Actions. Notwithstanding anything otherwise to the
contrary contained in this Certificate of Designation or the Certificate of
Incorporation, provided that fifty percent (50%) of the shares of Series F
Preferred Stock remain outstanding, none of the following actions may be taken,
directly or indirectly by the Corporation ("Extraordinary Actions") without the
approval of the holders of a majority of all issued and outstanding shares of
Series F Preferred Stock voting together as a single class, in person or by
proxy, at a special or annual meeting or by written consent:

               (i)   any modification, amendment or alteration or change to the
Certificate of Incorporation or the bylaws of the Corporation that would affect
the rights, preferences, powers (including, without limitation, voting powers)
and privileges of the Series F Preferred Stock;

               (ii)  the issuance, reservation for issuance or authorization of
any Capital Stock of the Corporation (excluding shares issuable upon the
exercise conversion of the Series F Preferred Stock or any other securities
convertible into or exchangeable for shares of capital stock issued and
outstanding on the date hereof and shares of Common Stock issuable upon exercise
of options granted pursuant to the Stock Option Plan), or any increase or
decrease in the authorized number of shares of Series F Preferred Stock;

               (iii) the redemption for cash of any Capital Stock that is junior
to, or pari passu with, the Series F Preferred Stock (other than the repurchase
of unvested Common Stock from employees, directors or consultants upon
termination of their employment with, or service to, the Corporation);

               (iv)  the declaration or payment of any dividend or other
distribution on or in respect of any Capital Stock that is junior to or pari
passu with the Series F Preferred Stock (other than dividends payable to holders
of Series F Preferred Stock and stock dividends);

               (v)   any action that results in a deemed dividend to the Series
F Preferred Stock under section 305 of the Internal Revenue Code;

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               (vi)   the Corporation or any of its Subsidiaries issuing,
assuming or otherwise becoming liable for any long term debt in excess of
$3,000,000 in the aggregate;

               (vii)  the Corporation making or causing any Subsidiaries of the
Corporation to make, an aggregate amount of capital expenditures in excess of
(i) $1,500,000 individually or $4,000,000 in the aggregate in any 12-month
period, or (ii) $1,000,000, not included in the annual operating budget approved
by the Board of Directors;

               (viii) any change in the material accounting methods or policies
of the Corporation;

               (ix)   approval of the Liquidation of the Corporation or the
approval, authorization or recommendation of any Sale Transaction; and

               (x)    any modification of the number of directors constituting
the entire Board of Directors or any amendment or modification of this Section
6(c).

          (d)  In order to effect the provisions of Section 6(b), the Series F
Preferred Stock shall vote together as a single class with the Common Stock (and
all other classes and series of stock of the Corporation entitled to vote
thereon, if any) with respect to the election of all of the directors of the
Corporation. If the conditions set forth in the first sentence of Section 6(b)
necessary for the holders of shares of Series F Preferred Stock to vote as a
separate class for the election of directors are not satisfied, the Series F
Preferred Stock shall vote together as a single class with the Common Stock (and
all other classes and series of stock of the Corporation entitled to vote
thereon, if any) with respect to the election of all of the directors of the
Corporation elected by such holders. At any meeting held for the purpose of
electing directors or approving an Extraordinary Action, at a time when the
holders of shares of Series F Preferred Stock are entitled to vote as a separate
class for the election of directors and approval of an Extraordinary Action, the
presence in person or by proxy of the holders of a majority of the shares of
Series F Preferred Stock then outstanding shall constitute a quorum of the
Series F Preferred Stock for the election of the Series F Directors and the
Additional Series F Director and approval of an Extraordinary Action; the
holders of shares of Series F Preferred Stock shall be entitled to cast one vote
per share of Series F Preferred Stock in any such election; and the Series F
Directors and the Additional Series F Director shall be elected, or the
Extraordinary Action approved by the affirmative vote of the holders of a
majority of the outstanding shares of Series F Preferred Stock. A vacancy in the
directorship filled by the holders of the Series F Preferred Stock voting as a
separate class pursuant to this Section 6(d) shall be filled only by vote or
written consent of the holders of shares of Series F Preferred Stock.

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     7.   Conversion.

          (a)  Optional Conversion. Any holder of shares of Series F Preferred
Stock shall have the right, at its option, at any time and from time to time, to
convert, subject to the terms and provisions of this Section 7, any or all of
such holder's shares of Series F Preferred Stock into such number of fully paid
and non-assessable shares of Common Stock as is equal to the product of the
number of shares of Series F Preferred Stock being so converted multiplied by
the quotient of (i) the Accreted Value divided by (ii) the conversion price of
$0.60 per share, subject to adjustment as provided in Section 7(d) below (such
price as in clause (ii), the "Conversion Price"). Such conversion right shall be
exercised by the surrender of certificate(s) representing the shares of Series F
Preferred Stock to be converted to the Corporation at any time during usual
business hours at its principal place of business to be maintained by it (or
such other office or agency of the Corporation as the Corporation may designate
by notice in writing to the holders of shares of Series F Preferred Stock),
accompanied by written notice that the holder elects to convert such shares of
Series F Preferred Stock and specifying the name or names (with address) in
which a certificate or certificates for shares of Common Stock are to be issued
and (if so required by the Corporation) by a written instrument or instruments
of transfer in form reasonably satisfactory to the Corporation duly executed by
the holder or its duly authorized legal representative and transfer tax stamps
or funds therefor, if required pursuant to Section 7(j) below. All certificates
representing shares of Series F Preferred Stock surrendered for conversion shall
be delivered to the Corporation for cancellation and canceled by it. As promptly
as practicable after the surrender of any shares of Series F Preferred Stock,
the Corporation shall (subject to compliance with the applicable provisions of
federal and state securities laws) deliver to the holder of such shares so
surrendered certificate(s) representing the number of fully paid and
non-assessable shares of Common Stock into which such shares are entitled to be
converted and, to the extent funds are legally available therefor, an amount
equal to all accrued and unpaid dividends, if any, payable with respect to such
shares in accordance with Section 3 above. At the time of the surrender of such
certificate(s), the Person in whose name any certificate(s) for shares of Common
Stock shall be issuable upon such conversion shall be deemed to be the holder of
record of such shares of Common Stock on such date, notwithstanding that the
share register of the Corporation shall then be closed or that the certificates
representing such Common Stock shall not then be actually delivered to such
Person.

          (b)  Automatic Conversion.

               (i)   Simultaneously with the closing of a Sale Transaction, each
outstanding share of Series F Preferred Stock shall be automatically converted,
with no further action required to be taken by the Corporation or the holder
thereof, into the following:

                    (A)  the Participation Payment; and

                    (B)  the number of fully paid and non-assessable shares of
Common Stock equal to the product of the number of shares of Series F

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Preferred Stock being converted and the quotient of (x) the Accreted Value
divided by (y) the Conversion Price then in effect (after giving effect to any
adjustments pursuant to Section 7(d) below).

               (ii)  The Participation Payment set forth in Section 7(b)(i)
above shall be in addition to and not in lieu of accrued and unpaid dividends,
if any, payable in accordance with Section 3 above and shall be payable, to the
extent funds are legally available therefor, in the case of a Sale Transaction,
in cash or, at the option of the holders of a majority of shares of Series F
Preferred Stock, in shares of Common Stock if such shares remain outstanding
following the Sale Transaction or in the consideration to be received by holders
of shares of Common Stock. If the Participation Payment is to be paid in shares
of Common Stock, the value of such shares of Common Stock shall be determined
(A) in the case of a Sale Transaction (other than as set forth in clause (B),
below), by the Net Per Share Price paid for shares of Common Stock in such Sale
Transaction, or (B) in the case of a Sale Transaction in which no Net Per Share
Price is paid for shares of Common Stock, in good faith by the Board of
Directors.

               (iii) Any securities of the surviving Person to be delivered to
the holders of shares of Series F Preferred Stock pursuant to this Section 7(b)
shall be valued as follows:

                    (A)  With respect to securities that do not constitute
"restricted securities," as such term is defined in Rule 144(a)(3) promulgated
under the Securities Act, the value shall be deemed to be the Current Market
Price of such securities as of three (3) days prior to the date of distribution.

                    (B)  With respect to securities that constitute "restricted
securities," as such term is defined in Rule 144(a)(3) promulgated under the
Securities Act, and that are of the same class or series as securities that are
publicly traded, the value shall be adjusted to make an appropriate discount
from the value as set forth in Section 7(b)(iii)(A) above to reflect the
appropriate fair market value thereof, as mutually determined by the Board of
Directors and the holders of a majority of the shares of Series F Preferred
Stock, or if there is no active public market with respect to such class or
series of securities, such securities shall be valued in accordance with Section
7(b)(iii)(A) above, giving appropriate weight, if any, to such restriction as
determined in good faith by the Board of Directors.

               (iv)  Immediately upon conversion as provided herein, each holder
of shares of Series F Preferred Stock shall be deemed to be the holder of record
of the Common Stock issuable upon conversion of such holder's shares of Series F
Preferred Stock, notwithstanding that the share register of the Corporation
shall then be closed or that certificates representing the Common Stock shall
not then actually be delivered to such Person. Upon written notice from the
Corporation, each holder of shares of Series F Preferred Stock so converted
shall promptly surrender to the Corporation at its principal place of business
to be maintained by it (or at such other office or agency of the Corporation as
the Corporation may designate by such notice to

<PAGE>   11
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the holders of shares of Series F Preferred Stock) certificates representing the
shares so converted.

          (c)  Termination of Rights. On the date of such optional conversion
pursuant to Section 7(a) above or of such automatic conversion pursuant to
Section 7(b) above, all rights with respect to the shares of Series F Preferred
Stock so converted, including the rights, if any, to receive notices and vote,
shall terminate, except only the rights of holders thereof to (i) receive
certificates for the number of shares of Common Stock into which such shares of
Series F Preferred Stock have been converted, (ii) receive the Participation
Payment in the case of an automatic conversion pursuant to Section 7(b) above,
(iii) the payment of dividends, if any, pursuant to Section 3 above and (iv)
exercise the rights to which they are entitled as holders of Common Stock.

          (d)  Antidilution Adjustments. The Conversion Price, and the number
and type of securities to be received upon conversion of shares of Series F
Preferred Stock, shall be subject to adjustment as follows:

               (i)  Dividend, Subdivision, Combination or Reclassification of
Common Stock. In the event that the Corporation shall at any time or from time
to time, prior to conversion of shares of Series F Preferred Stock (w) pay a
dividend or make a distribution on the outstanding shares of Common Stock
payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock
into a larger number of shares, (y) combine the outstanding shares of Common
Stock into a smaller number of shares or (z) issue any shares of its Capital
Stock in a reclassification of the Common Stock (other than any such event for
which an adjustment is made pursuant to another clause of this Section 7(d)),
then, and in each such case, the Conversion Price in effect immediately prior to
such event shall be adjusted (and any other appropriate actions shall be taken
by the Corporation) so that the holder of any share of Series F Preferred Stock
thereafter surrendered for conversion shall be entitled to receive the number of
shares of Common Stock or other securities of the Corporation that such holder
would have owned or would have been entitled to receive upon or by reason of any
of the events described above, had such share of Series F Preferred Stock been
converted immediately prior to the occurrence of such event. An adjustment made
pursuant to this Section 7(d)(i) shall become effective retroactively (x) in the
case of any such dividend or distribution, to a date immediately following the
close of business on the record date for the determination of holders of Common
Stock entitled to receive such dividend or distribution or (y) in the case of
any such subdivision, combination or reclassification, to the close of business
on the day upon which such corporate action becomes effective.

               (ii) Issuance of Common Stock or Common Stock Equivalent below
Conversion Price.

                    (A)  If the Corporation shall at any time or from time to
time prior to conversion of shares of Series F Preferred Stock, issue or sell
any shares of Common Stock or Common Stock Equivalents at a price per share of
Common Stock (the "New Issue Price") that is less than the Conversion Price then
in effect as of

<PAGE>   12
                                                                              12


the record date or Issue Date (as defined below), as the case may be (the
"Relevant Date") treating the price per share of Common Stock, in the case of
the issuance of any Common Stock Equivalent, as equal to (x) the sum of the
price for such Common Stock Equivalent plus any additional consideration payable
(without regard to any anti-dilution adjustments) upon the conversion, exchange
or exercise of such Common Stock Equivalent divided by (y) the number of shares
of Common Stock initially underlying such Common Stock Equivalent), other than
(A) issuances or sales for which an adjustment is made pursuant to another
clause of this Section 7(d) and (B) issuances in connection with an Excluded
Transaction, then, and in each such case, the Conversion Price then in effect
shall be adjusted to equal the New Issue Price.

                    (B)  Such adjustment shall be made whenever such shares of
Common Stock or Common Stock Equivalents are issued, and shall become effective
retroactively (x) in the case of an issuance to the stockholders of the
Corporation, as such, to a date immediately following the close of business on
the record date for the determination of stockholders entitled to receive such
shares of Common Stock or Common Stock Equivalents and (y) in all other cases,
on the date (the "Issue Date") of such issuance; provided, however, that the
determination as to whether an adjustment is required to be made pursuant to
this Section 7(d)(ii) shall only be made upon the issuance of such shares of
Common Stock or Common Stock Equivalents, and not upon the issuance of any
security into which the Common Stock Equivalents convert, exchange or may be
exercised.

                    (C)  In case at any time any shares of Common Stock or
Common Stock Equivalents or any rights or options to purchase any shares of
Common Stock or Common Stock Equivalents shall be issued or sold for cash, the
consideration received therefor shall be deemed to be the amount received by the
Corporation therefor, without deduction therefrom of any expenses incurred or
any underwriting commissions or concessions or discounts paid or allowed by the
Corporation in connection therewith. In case any shares of Common Stock or
Common Stock Equivalents or any rights or options to purchase any Common Stock
or Common Stock Equivalents shall be issued or sold for a consideration other
than cash, the amount of the consideration other than cash received by the
Corporation shall be deemed to be the fair market value of such consideration,
without deduction therefrom of any expenses incurred or any underwriting
commissions or concessions or discounts paid or allowed by the Corporation in
connection therewith, as determined in good faith by the Board of Directors.

                    (D)  If any Common Stock Equivalents (or any portions
thereof) which shall have given rise to an adjustment pursuant to this Section
7(d)(ii) shall have expired or terminated without the exercise thereof and/or if
by reason of the terms of such Common Stock Equivalents there shall have been an
increase or increases, with the passage of time or otherwise, in the price
payable upon the exercise or conversion thereof, then the Conversion Price
hereunder shall be readjusted (but to no greater extent than originally
adjusted) in order to (1) eliminate from the computation any additional shares
of Common Stock corresponding to such Common Stock Equivalents as shall have
expired or terminated, (2) treat the additional shares of Common Stock, if any,

<PAGE>   13
                                                                              13


actually issued or issuable pursuant to the previous exercise of such Common
Stock Equivalents as having been issued for the consideration actually received
and receivable therefor and (3) treat any of such Common Stock Equivalents which
remain outstanding as being subject to exercise or conversion on the basis of
such exercise or conversion price as shall be in effect at the time.

               (iii) Certain Distributions. In case the Corporation shall at any
time or from time to time, prior to conversion of shares of Series F Preferred
Stock, distribute to all holders of shares of the Common Stock (including any
such distribution made in connection with a merger or consolidation in which the
Corporation is the resulting or surviving Person and the Common Stock is not
changed or exchanged) cash, evidences of indebtedness of the Corporation or
another issuer, securities of the Corporation or another issuer or other assets
(excluding cash dividends in which holders of shares of Series F Preferred Stock
participate, in the manner provided in Section 3, dividends payable in shares of
Common Stock for which adjustment is made under another paragraph of this
Section 7(d) and any distribution in connection with an Excluded Transaction) or
rights or warrants to subscribe for or purchase of any of the foregoing, then,
and in each such case, the Conversion Price then in effect shall be adjusted
(and any other appropriate actions shall be taken by the Corporation) by
multiplying the Conversion Price in effect immediately prior to the date of such
distribution by a fraction (x) the numerator of which shall be the Current
Market Price of the Common Stock immediately prior to the date of distribution
less the then fair market value (as determined by the Board of Directors in the
exercise of their fiduciary duties) of the portion of the cash, evidences of
indebtedness, securities or other assets so distributed or of such rights or
warrants applicable to one share of Common Stock and (y) the denominator of
which shall be the Current Market Price of the Common Stock immediately prior to
the date of distribution (but such fraction shall not be greater than one);
provided, however, that no adjustment shall be made with respect to any
distribution of rights or warrants to subscribe for or purchase securities of
the Corporation if the holder of shares of Series F Preferred Stock would
otherwise be entitled to receive such rights or warrants upon conversion at any
time of shares of Series F Preferred Stock into Common Stock. Such adjustment
shall be made whenever any such distribution is made and shall become effective
retroactively to a date immediately following the close of business on the
record date for the determination of stockholders entitled to receive such
distribution.

               (iv)  Other Changes. In case the Corporation at any time or from
time to time, prior to the conversion of shares of Series F Preferred Stock,
shall take any action affecting its Common Stock similar to or having an effect
similar to any of the actions described in any of Sections 7(d)(i), (ii) or
(iii) above or Section 7(g) below (but not including any action described in any
such Section) and the Board of Directors in good faith determines that it would
be equitable in the circumstances to adjust the Conversion Price as a result of
such action, then, and in each such case, the Conversion Price shall be adjusted
in such manner and at such time as the Board of Directors in good faith
determines would be equitable in the circumstances (such determination to be
evidenced in a resolution, a certified copy of which shall be mailed to the
holders of shares of Series F Preferred Stock).

<PAGE>   14
                                                                              14


               (v)   No Adjustment. Notwithstanding anything herein to the
contrary, no adjustment under this Section 7(d) need be made to the Conversion
Price if the Corporation receives written notice from holders of a majority of
the outstanding shares of Series F Preferred Stock that no such adjustment is
required.

          (e)  Abandonment. If the Corporation shall take a record of the
holders of its Common Stock for the purpose of entitling them to receive a
dividend or other distribution, and shall thereafter and before the distribution
to stockholders thereof legally abandon its plan to pay or deliver such dividend
or distribution, then no adjustment in the Conversion Price shall be required by
reason of the taking of such record.

          (f)  Certificate as to Adjustments. Upon any adjustment in the
Conversion Price, the Corporation shall within a reasonable period (not to
exceed ten (10) days) following any of the foregoing transactions deliver to
each registered holder of shares of Series F Preferred Stock a certificate,
signed by an executive officer of the Corporation, setting forth in reasonable
detail the event requiring the adjustment and the method by which such
adjustment was calculated and specifying the increased or decreased Conversion
Price then in effect following such adjustment.

          (g)  Reorganization, Reclassification. In case of any merger or
consolidation of the Corporation (other than a Sale Transaction except as
provided below) or any capital reorganization, reclassification or other change
of outstanding shares of Common Stock (other than a change in par value, or from
par value to no par value, or from no par value to par value) (each, a
"Transaction"), the Corporation shall execute and deliver to each holder of
shares of Series F Preferred Stock at least twenty (20) Business Days prior to
effecting such Transaction a certificate, signed by an executive officer of the
Corporation, stating that the holder of each share of Series F Preferred Stock
shall have the right to receive in such Transaction, in exchange for each share
of Series F Preferred Stock, a security identical to (and not less favorable
than) the Series F Preferred Stock, and provision shall be made therefor in the
agreement, if any, relating to such Transaction.

          (h)  Notices. In case at any time or from time to time:

               (w)  the Corporation shall declare a dividend (or any other
distribution) on its shares of Common Stock;

               (x)  the Corporation shall authorize the granting to the holders
of its Common Stock rights or warrants to subscribe for or purchase any shares
of Capital Stock of any class or of any other rights or warrants;

               (y)  there shall be any Transaction; or

               (z)  there shall occur a Sale Transaction;

then the Corporation shall mail to each holder of shares of Series F Preferred
Stock at such holder's address as it appears on the transfer books of the
Corporation, as promptly

<PAGE>   15
                                                                              15


as possible but in any event at least ten (10) days prior to the applicable date
hereinafter specified, a notice stating (A) the date on which a record is to be
taken for the purpose of such dividend, distribution or granting of rights or
warrants or, if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such dividend, distribution or granting
of rights or warrants are to be determined, or (B) the date on which such
Transaction, or Sale Transaction is expected to become effective and the date as
of which it is expected that holders of Common Stock of record shall be entitled
to exchange their Common Stock for shares of stock or other securities or
property or cash deliverable upon such Transaction or Sale Transaction.
Notwithstanding the foregoing, in the case of any event to which Section 7(g)
above is applicable, the Corporation shall also deliver the certificate
described in Section 7(g) above to each holder of shares of Series F Preferred
Stock at least twenty (20) Business Days' prior to effecting such reorganization
or reclassification as aforesaid.

          (i)  Reservation of Common Stock. The Corporation shall at all times
reserve and keep available for issuance upon the conversion of shares of Series
F Preferred Stock, such number of its authorized but unissued shares of Common
Stock as will from time to time be sufficient to permit the conversion of all
outstanding shares of Series F Preferred Stock, and shall take all action to
increase the authorized number of shares of Common Stock if at any time there
shall be insufficient authorized but unissued shares of Common Stock to permit
such reservation or to permit the conversion of all outstanding shares of Series
F Preferred Stock; provided that (x) the holders of shares of Series F Preferred
Stock vote such shares in favor of any such action that requires a vote of
stockholders and (y) such holders cause the Series F Director to vote in favor
of any such action that requires a vote of the Board of Directors.

          (j)  No Conversion Tax or Charge. The issuance or delivery of
certificates for Common Stock upon the conversion of shares of Series F
Preferred Stock shall be made without charge to the converting holder of shares
of Series F Preferred Stock for such certificates or for any tax in respect of
the issuance or delivery of such certificates or the securities represented
thereby, and such certificates shall be issued or delivered in the respective
names of, or (subject to compliance with the applicable provisions of federal
and state securities laws) in such names as may be directed by, the holders of
the shares of Series F Preferred Stock converted; provided, however, that the
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any such certificate in
a name other than that of the holder of the shares of Series F Preferred Stock
converted, and the Corporation shall not be required to issue or deliver such
certificate unless or until the Person or Persons requesting the issuance or
delivery thereof shall have paid to the Corporation the amount of such tax or
shall have established to the reasonable satisfaction of the Corporation that
such tax has been paid.

     8.  Certain Remedies. Any registered holder of shares of Series F Preferred
Stock shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Certificate of Designations and to enforce specifically
the terms and provisions of this Certificate of Designations in any court of the
United States or any

<PAGE>   16
                                                                              16


state thereof having jurisdiction, this being in addition to any other remedy to
which such holder may be entitled at law or in equity.

     9.   Business Day. If any payment shall be required by the terms hereof to
be made on a day that is not a Business Day, such payment shall be made on the
immediately succeeding Business Day.

     10.  Definitions. As used in this Certificate of Designations, the
following terms shall have the following meanings (with terms defined in the
singular having comparable meanings when used in the plural and vice versa),
unless the context otherwise requires:

     "Accreted Value" means, with respect to each share of Series F Preferred
Stock, an amount equal to the Stated Value per share of Series F Preferred Stock
plus an amount equal to any dividends accrued but not yet paid under Section
3(b).

     "Additional Series F Director" shall have the meaning ascribed to it in
Section 6(b) hereof.

     "Affiliate" shall mean any Person who is an "affiliate" as defined in Rule
12b-2 of the General Rules and Regulations under the Exchange Act. In addition,
the following shall be deemed to be Affiliates of GAP Coinvestment, GAP LP and
GapStar: (a) GAP LLC, the members of GAP LLC, the limited partners of GAP
Coinvestment and the limited partners of GAP LP; (b) any Affiliate of GAP LLC,
the members of GAP LLC, the limited partners of GAP Coinvestment and the limited
partners of GAP LP; and (c) any limited liability company or partnership a
majority of whose members or partners, as the case may be, are members or former
members of GAP LLC or consultants or key employees of General Atlantic Service
Corporation, a Delaware corporation and an Affiliate of GAP LLC. In addition,
GAP LP, GapStar and GAP Coinvestment shall be deemed to be Affiliates of one
another.

     "Automatic Redemption Date" shall have the meaning ascribed to it in
Section 5(b) hereof.

     "Board of Directors" has the meaning set forth in the preamble to this
Certificate of Designations.

     "Business Day" means any day except a Saturday, a Sunday, or other day on
which commercial banks in the State of New York are authorized or required by
law or executive order to close.

     "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations, rights in, or other equivalents (however designated
and whether voting or non-voting) of, such Person's capital stock and any and
all rights, warrants or options exchangeable for or convertible into such
capital stock (but excluding any debt security whether or not it is exchangeable
for or convertible into such capital stock).

<PAGE>   17
                                                                              17


     "Commission" means the United States Securities and Exchange Commission.

     "Common Stock" shall have the meaning ascribed to it in Section 2(a)
hereof.

     "Common Stock Equivalent" means any security or obligation which is by its
terms convertible or exchangeable into shares of Common Stock or another Common
Stock Equivalent, and any option, warrant or other subscription or purchase
right with respect to Common Stock.

     "Conversion Price" shall have the meaning ascribed to it in Section 7(a)
hereof.

     "Corporation" shall have the meaning ascribed to it in the first paragraph
of this Certificate of Designation.

     "Current Market Price" per share shall mean, as of the date of
determination, (a) the average of the daily Market Price under clause (a), (b)
or (c) of the definition thereof of the Common Stock during the immediately
preceding thirty (30) Trading Days ending on such date, and (b) if the Common
Stock is not then listed or admitted to trading on any national securities
exchange or quoted in the over-the-counter market, then the Market Price under
clause (d) of the definition thereof on such date.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder.

     "Excluded Transaction" means (a) any issuance of up to an aggregate of
10,506,313 shares of restricted stock or options to purchase shares of Common
Stock (subject to adjustment in the event of stock splits, combinations or
similar occurrences) to employees, officers or directors of the Corporation
pursuant to the Stock Option Plan or and (b) any issuance of Common Stock (i)
upon the conversion of shares of Series F Preferred Stock, (ii) as a dividend on
shares of Series F Preferred Stock or (iii) upon conversion or exercise of any
Common Stock Equivalents and/or (c) any issuance of Common Stock in connection
with any Participation Payment.

     "Extraordinary Actions" shall have the meaning ascribed to it in Section
6(c) hereof.

     "GAP Coinvestment" shall have the meaning ascribed to it in Section 6(b)
hereof.

     "GAP LLC" means General Atlantic Partners, LLC, a Delaware limited
liability company and the general partner of GAP LP and the managing member of
GapStar, and any successor to such entity.

     "GAP LP" shall have the meaning ascribed to it in Section 6(b) hereof.

<PAGE>   18
                                                                              18


     "GapStar" shall have the meaning ascribed to it in Section 6(b) hereof.

     "Hurdle Rate" shall have the meaning ascribed to it in Section 5(a) hereof.

     "Issue Date" shall have the meaning ascribed to it in Section 7(d)(ii)
hereof.

     "Junior Stock" shall have the meaning ascribed to it in Section 2(a)
hereof.

     "Liquidation" shall mean the voluntary or involuntary liquidation under
applicable bankruptcy or reorganization legislation, or the dissolution or
winding up of the Corporation.

     "Mandatory Dividend Payment Date" shall have the meaning ascribed to it in
Section 3(b) hereof.

     "Market Price" shall mean, as of the date of determination, (a) if the
Common Stock is listed on a national securities exchange, the closing price per
share of Common Stock on such date published in The Wall Street Journal
(National Edition) or, if no such closing price on such date is published in The
Wall Street Journal (National Edition), the average of the closing bid and asked
prices on such date, as officially reported on the principal national securities
exchange on which the Common Stock is then listed or admitted to trading; or (b)
if the Common Stock is not then listed or admitted to trading on any national
securities exchange but is designated as a national market system security by
the National Association of Securities Dealers, Inc., the last trading price of
the Common Stock on such date; or (c) if there shall have been no trading on
such date or if the Common Stock is not designated as a national market system
security by the National Association of Securities Dealers, Inc., the average of
the reported closing bid and asked prices of the Common Stock on such date as
shown by the NASDAQ and reported by any member firm of the New York Stock
Exchange selected by the Corporation; or (d) if none of (a), (b) or (c) is
applicable, a market price per share determined in good faith by the Board of
Directors.

     "NASDAQ" means the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotations System.

     "Net Per Share Price" shall mean an amount equal to a quotient expressed as
a fraction (a) the numerator of which shall be the aggregate dollar amount paid
to the stockholders of the Corporation as consideration in a Sale Transaction
and (b) the denominator of which shall be the number of shares of Common Stock
outstanding on a fully diluted basis. In determining the aggregate dollar amount
paid to the stockholders of the Corporation as consideration in a Sale
Transaction, any securities of the surviving Person or securities of the
Corporation other than Common Stock shall be valued as follows:

               (i)   With respect to securities that do not constitute
"restricted securities," as such term is defined in Rule 144(a)(3) promulgated
under the

<PAGE>   19
                                                                              19


Securities Act, the value shall be the Current Market Price of such securities
as of three (3) days prior to the date of distribution.

               (ii)  With respect to securities that constitute "restricted
securities," as such term is defined in Rule 144(a)(3) promulgated under the
Securities Act, and that are of the same class or Series F securities that are
publicly traded, the value shall be adjusted to make an appropriate discount
from the value as set forth above in clause (i) to reflect the appropriate fair
market value thereof, as mutually determined by the Board of Directors and the
holders of a majority of the shares of Series F Preferred Stock, or if there is
no active public market with respect to such class or series of securities, such
securities shall be valued in accordance with clause (i) above, giving
appropriate weight, if any, to such restriction as determined in good faith by
the Board of Directors.

     "New Issue Price" shall have the meaning ascribed to it in Section 7(d)(ii)
hereof.

     "Optional Redeemed Shares" shall have the meaning ascribed to it in Section
5(a) hereof.

     "Optional Redemption Date" shall have the meaning ascribed to it in Section
5(a) hereof.

     "Optional Redemption Payment" shall have the meaning ascribed to it in
Section 5(a) hereof.

     "Optional Redemption Price" shall have the meaning ascribed to it in
Section 5(a) hereof.

     "Participation Payment" shall have the meaning ascribed to it in Section
4(a) hereof.

     "Per Share Price" as of any date, shall mean the volume-weighted average
trading price of a share of Common Stock, as reported on the NASDAQ or such
other exchange or quotation system that may on such date constitute the primary
exchange or quotation system on which the shares of Common Stock are then listed
or quoted, on each of the twenty (20) consecutive Trading Days ending on and
including the Trading Day prior to such date.

     "Person" means any individual, firm, corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, governmental body or other entity of any kind.

     "Redeemed Shares" shall have the meaning ascribed to it in Section 5(b)
hereof.

     "Redemption Payment" shall have the meaning ascribed to it in Section 5(b)
hereof.

<PAGE>   20
                                                                              20


     "Redemption Per Share Price" as of any date, shall mean the volume-weighted
average trading price of a share of Common Stock, as reported on the NASDAQ or
such other exchange or quotation system that may on such date constitute the
primary exchange or quotation system on which the shares of Common Stock are
then listed or quoted, on each of the ninety (90) consecutive Trading Days
ending on and including the Trading Day prior to such date

     "Redemption Price" shall have the meaning ascribed to it in Section 5(b)
hereof. "Relevant Date" shall have the meaning ascribed to it in
Section 7(d)(ii) hereof.

     "Sale Transaction" shall mean (a) (i) the merger or consolidation of the
Corporation into or with one or more Persons, (ii) the merger or consolidation
of one or more Persons into or with the Corporation or (iii) a tender offer or
other business combination if, in the case of (i), (ii) or (iii), the
stockholders of the Corporation prior to such merger or consolidation do not
retain at least a majority of the voting power of the surviving Person, (b) the
voluntary sale, conveyance, exchange or transfer to another Person of (i) the
voting Capital Stock of the Corporation if, after such sale, conveyance,
exchange or transfer, the stockholders of the Corporation prior to such sale,
conveyance, exchange or transfer do not retain at least a majority of the voting
power of the Corporation or (ii) all or substantially all of the assets of the
Corporation, or (c) the sale of assets of the Corporation, other than such a
sale in the ordinary course of business, the gross proceeds of which exceed
$10,000,000; provided, that with respect to (b)(ii) above, for the avoidance of
doubt, the sale, conveyance, exchange or transfer of the Ticketing Service Group
shall be deemed to be such a Sale, conveyance or transfer of substantially all
of the assets of the Corporation.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

     "Series F Directors" shall have the meaning ascribed to it in Section 6(b)
hereof.

     "Series F Preferred Stock" shall have the meaning ascribed to it in Section
1 hereof.

     "Stated Value" means $0.60 per share for each of the then outstanding
shares of Series F Preferred Stock, as adjusted for stock splits, stock
dividends, contributions or other recapitalizations of the Series F Preferred
Stock.

     "Stock Option Plan" means the Tickets.com, Inc. 1999 Stock Option Plan.

     "Subsidiaries" means, as of the relevant date of determination, with
respect to any Person, a corporation or other Person of which 50% or more of the
voting

<PAGE>   21
                                                                              21


power of the outstanding voting equity securities or 50% or more of the
outstanding economic equity interest is held, directly or indirectly, by such
Person.

     "Trading Day" shall mean any day for which quotations are available in
respect of shares of Common Stock on the NASDAQ (or such other exchange or
quotation system that may on such date constitute the primary exchange or
quotation system on which the shares of Common Stock are then listed or quoted).

     "Transaction" shall have the meaning ascribed to it in Section 7(g) hereof.

     "Value" shall mean (a) in the case of a Sale Transaction in which the
stockholders of the Corporation receive cash as consideration, the aggregate
dollar amount paid to such stockholders in such Sale Transaction or (b) in all
other cases, the fair market value of the Corporation as shall be determined in
good faith by the Board of Directors.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>   22
                                                                              22


     IN WITNESS WHEREOF, the undersigned has executed and subscribed this
certificate this 12th day of June, 2001.


                                               /s/ W. THOMAS GIMPLE
                                               ---------------------------------
                                                   W. Thomas Gimple
                                                   Chief Executive Officer