EXHIBIT 3.06


                     CERTIFICATE OF DESIGNATION WITH RESPECT
                         TO THE SERIES A PREFERRED STOCK

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                          CERTIFICATE OF DESIGNATION OF
                           SERIES A PREFERRED STOCK OF
                           COMPUTER MARKETPLACE, INC.

                  Acting  pursuant  to Sections  151(a) and (g) of the  Delaware
General  Corporation  Law, the  undersigned  hereby  certifies that the Board of
Directors of Computer  Marketplace,  Inc. (the  "Corporation") duly approved the
following  Certificate  of  Designation  of  Series  A  Preferred  Stock  of the
Corporation,  and that  the  Certificate  of  Incorporation  of the  Corporation
expressly  authorizes  the Board to so designate and issue one or more series of
preferred   stock.   The   designations,   powers,   preferences  and  relative,
participating,  optional  or  other  special  rights,  and  the  qualifications,
limitations  and  restrictions  thereof in respect of the Preferred Stock are as
follows:

         1.       NUMBER  OF  SHARES;   PAR  VALUE.  The  Corporation  shall  be
authorized to issue 400,000 shares of Series A Preferred Stock, par value $.0001
per share (the "Preferred Stock").

         2.       DIVIDEND PROVISIONS.
The  holders of shares of  Preferred  Stock shall not be entitled to receive any
dividends,  except  when and as  lawfully  declared  by the  Company's  Board of
Directors.

         3.       LIQUIDATION PREFERENCE.

         (a) In the event of any  liquidation,  dissolution or winding up of the
Corporation, either voluntary or involuntary, subject to the rights of series of
preferred stock that may from time to time come into  existence,  the holders of
Preferred  Stock shall be entitled to receive,  prior and in  preference  to any
distribution  of any of the assets of the  Corporation  to the holders of Common
Stock by reason of their ownership thereof, an amount per share equal to the sum
of Ten Dollars  ($10.00)  for each  outstanding  share of  Preferred  Stock (the
"Original  Issue Price").  If upon the occurrence of such event,  the assets and
funds  thus  distributed  among the  holders  of the  Preferred  Stock  shall be
insufficient  to  permit  the  payment  to such  holders  of the full  aforesaid
preferential  amounts,  then, subject to the rights of series of preferred stock
that may from time to time come into  existence,  the entire assets and funds of
the Corporation  legally available for distribution shall be distributed ratably
among the holders of the  Preferred  Stock in  proportion  to the amount of such
stock owned by each such holder.

         (b) Upon completion of the  distribution  required by subsection (a) of
this Section 3 and any other distribution that may be required with respect to a
series of preferred stock that may from time to time come into existence, all of
the  remaining   assets  of  the  Corporation   available  for  distribution  to
stockholders  shall be  distributed  among the holders of Common  Stock pro rata
based on the  number  of  shares of Common  Stock  held by each  (assuming  full
conversion of all such Preferred Stock).

         (i) For  purposes  of this  Section 3, a  liquidation,  dissolution  or
winding up of the Corporation shall be deemed to be occasioned by, or to include
(unless  the  holders  of at  least  a  majority  of the  Preferred  Stock  then
outstanding shall determine  otherwise),  (A) the acquisition of the Corporation
by another entity by means of any transaction or series of related  transactions
(including,  without limitation,  any  reorganization,  merger or consolidation)
that results in the transfer of fifty percent  (50%) or more of the  outstanding
voting power of the  Corporation  (other than the  transactions  contemplated by
that  certain  Stock  Purchase  Agreement  dated as of April 21,  1999 among the
Corporation  and the  stockholders  of  E-Taxi,  Inc.);  or (B) a sale of all or
substantially all of the assets of the Corporation.

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         (ii)  In any of  such  events,  if the  consideration  received  by the
Corporation  is other than cash, its value will be deemed its fair market value.
Any securities shall be valued as follows:

                  (A)  Securities  not  subject  to  investment  letter or other
similar restrictions on free marketability are covered by (B) below:

                  (1) If traded on a  securities  exchange or through the Nasdaq
market, the value shall be deemed to be the average of the closing prices of the
securities  on such  exchange or system  over the thirty (30) day period  ending
three (3) days prior to the closing;

                  (2) If actively  traded  over-the-counter,  the value shall be
deemed  to be the  average  of the  closing  bid or sale  prices  (whichever  is
applicable)  over the thirty (30) day period  ending three (3) days prior to the
closing; and

                  (3) If there is no active  public  market,  the value shall be
the fair market value thereof, as mutually determined by the Corporation and the
holders  of at least a  majority  of the  voting  power of all then  outstanding
shares of Preferred Stock.

                  (B)  The  method  of  valuation  of   securities   subject  to
investment  letter  or other  restrictions  on free  marketability  (other  than
restrictions  arising solely by virtue of a stockholder's status as an affiliate
or former  affiliate)  shall be to make an appropriate  discount from the market
value determined as above in (A) (1), (2) or (3) to reflect the approximate fair
market value thereof,  as mutually determined by the Corporation and the holders
of at least a majority  of the voting  power of all then  outstanding  shares of
such Preferred Stock.

                  (iii) In the event the  requirements  of this  subsection 3(b)
are not complied with, the Corporation shall forthwith either:

                  (A)  cause such closing to be postponed until such time as the
requirements of this Section 3 have been complied with; or

                  (B)  cancel  such  transaction,  in which  event  the  right.,
preferences and privileges of the holders of the Preferred Stock shall revert to
and be the same as such rights,  preferences and privileges existing immediately
prior to the date of the  first  notice  referred  to in  Subsection  3(b)  (iv)
hereof.

                  (iv) The  Corporation  shall  give  each  holder  of record of
Preferred  Stock written  notice of such  impending  transaction  not later than
twenty  (20) days prior to the  stockholders'  meeting  called to  approve  such
transaction,  or twenty  (20) days  prior to the  closing  of such  transaction,
whichever is earlier, and shall also notify such holders in writing of the final
approval of such  transaction.  The first of such  notices  shall  describe  the
material terms and conditions of the impending transaction and the provisions of
this Section 3, and the  Corporation  shall  thereafter give such holders prompt
notice of any material  changes.  The  transaction  shall in no event take place
sooner than twenty (20) days after the  Corporation  has given the first  notice
provided for herein or sooner than ten (10) days after the Corporation has given
notice of any material changes provided for herein; provided, however, that such
periods may be  shortened  upon the written  consent of the holders of Preferred
Stock that are entitled to such notice rights or similar  notice rights and that
represent at least a majority of the voting power of all then outstanding shares
of such Preferred Stock.

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         4.  CONVERSION.  The holders of Preferred  Stock shall have  conversion
rights as follows (the "Conversion Rights"):

         (a)  RIGHT  TO  CONVERT.   Each  share  or  Preferred  Stock  shall  be
convertible,  at the option of the holder thereof, at any time after the date of
issuance of such share at the office of the  Corporation  or any transfer  agent
for such  stock,  into such  number of fully  paid and  nonassessable  shares of
Common  Stock as is  determined  by  dividing  the  Original  Issue Price by the
Conversion Price applicable to such share,  determined as hereafter provided, in
effect on the date the certificate is surrendered  for  conversion.  The initial
Conversion Price per share for shares of Preferred Stock shall be Two and 50/100
Dollars ($2.50); provided,  however, that the Conversion Price for the Preferred
Stock shall be subject to adjustment as set forth in subsection 4(d).

         (b)  AUTOMATIC   CONVERSION.   Each  share  of  Preferred  Stock  shall
automatically  be converted into shares of Common Stock at the Conversion  Price
three (3) business days  following the date on which the Common Stock has a Fair
Market Value (as hereinafter  defined) of three dollars and  seventy-five  cents
($3.75). "Fair Market Value" shall mean the average closing price for the Common
Stock for three (3) consecutive  days as reported by the OTC Bulletin Board, the
NASDAQ Stock Market or any stock exchange.

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

         (d) CONVERSION  PRICE  ADJUSTMENT FOR CERTAIN SPLITS AND  COMBINATIONS.
The Conversion  Price of the Preferred Stock shall be subject to adjustment from
time to time as follows:

         (i) In the  event  the  Corporation  should at any time or from time to
time after the issuance date fix a record date for the  effectuation  of a split
or subdivision of the outstanding shares of Common Stock or the determination of
holders of Common  Stock  entitled to receive a dividend  or other  distribution
payable in additional shares of Common Stock,  additional shares of Common Stock
(hereinafter  referred to as "Common Stock Equivalents")  without payment of any
consideration by such holder for the additional shares of Common Stock, then, as
of such  record  date  (or the  date of such  dividend  distribution,  split  or
subdivision if no record date is fixed),  the Conversion  Price of the Preferred
Stock shall be  appropriately  decreased  so that the number of shares of Common
Stock  issuable on conversion of each share of such series shall be increased in
proportion  to  such  increase  of the  aggregate  of  shares  of  Common  Stock
outstanding.

         (ii) If the number of shares of Common  Stock  outstanding  at any time
after the issuance date is decreased by a combination of the outstanding  shares
of Common  Stock,  then,  following  the record  date of such  combination,  the
Conversion  Price for the Preferred  Stock shall be  appropriately  increased so
that the number of shares of Common Stock  issuable on  conversion of each share
of such series shall be decreased in proportion to such decrease in  outstanding
shares.

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         (e) OTHER  DISTRIBUTIONS.  In the event the Corporation shall declare a
distribution payable in securities of other entities,  evidences of indebtedness
issued by the Corporation or other entities,  assets  (excluding cash dividends)
or options or rights not  referred to in  subsection 3 (d),  then,  in each such
case for the purpose of this subsection 4(e), the holders of the Preferred Stock
shall be entitled to a  proportionate  share of any such  distribution as though
they were the holders of the number of shares of common stock of the Corporation
into which their shares of Preferred Stock are convertible as of the record date
fixed for the  determination  of the holders of Common Stock of the  Corporation
entitled to receive such distribution.

         (f) RECAPITALIZATIONS.  If at any time or from time to time there shall
be a recapitalization of the Common Stock (other than a subdivision, combination
or merger or sale of assets transaction provided for elsewhere in this Section 4
or Section 3) provision shall be made so that the holders of the Preferred Stock
shall  thereafter be entitled to receive upon  conversion of the Preferred Stock
the number of shares of stock or other securities or property of the corporation
or  otherwise,  to which a holder of Common Stock  deliverable  upon  conversion
would have been entitled on such recapitalization. In any such case, appropriate
adjustment  shall be made in the application of the provisions of this Section 4
with  respect to the  rights of the  holders of the  Preferred  Stock  after the
recapitalization  to the end that the  provisions  of this  Section 4 (including
adjustment  of the  conversion  price  then in effect  and the  number of shares
purchasable  upon conversion of the Preferred  Stock) shall be applicable  after
that event as nearly equivalent as may be practicable

         (g) NO  IMPAIRMENT.  The  Corporation  will not,  by  amendment  of its
certificate of  Incorporation or through any  reorganization,  recapitalization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed  hereunder by the
Corporation,  but will at all times in good faith  assist in the carrying out of
all the provisions of this Section 3 and in the taking of all such action as may
be necessary or  appropriate  in order to protect the  conversion  rights of the
holders of the Preferred Stock against impairment.

         (h) NO FRACTIONAL SHARES AND CERTIFICATE AS TO ADJUSTMENTS.

         (i) No  fractional  shares shall be issued upon the  conversion  of any
share or shares of the Preferred Stock, and the number of shares of Common Stock
to be issued  shall be  rounded  to the  nearest  whole  share.  Whether  or not
fractional  shares are issuable upon such conversion  shall be determined on the
basis of the total number of shares of Preferred Stock the holder is at the time
converting  into Common Stock and the number of shares of Common Stock  issuable
Upon such aggregate conversion.

         (ii) Upon the  occurrence  of each  adjustment or  readjustment  of the
Conversion Price of Preferred Stock pursuant to this Section 4, the Corporation,
at its expense,  shall  promptly  compute such  adjustment  or  readjustment  in
accordance  with the terms  hereof and  prepare  and  furnish to each  holder of
Preferred Stock a certificate  setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.
The  Corporation  shall,  upon the written  request at any time or any holder of
Preferred  Stock,  furnish  or  cause  to be  furnished  to such  holder  a like
certificate  setting  forth  (A)  such  adjustment  and  readjustment,  (B)  the
Conversion  Price for such series of Preferred Stock at the time in effect,  and
(C) the  number  of shares of Common  Stock  and the  amount,  if any,  of other
property  that at the time would be received  upon the  conversion of a share of
Preferred Stock.

         (i)  NOTICES  OF  RECORD  DATE.  In  the  event  of any  taking  by the
Corporation  of a record  of the  holders  of any  class of  securities  for the
purpose of  determining  the  holders  thereof  who are  entitled to receive any
dividend  (other  than a cash  dividend)  or other  distribution,  any  right to

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subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, the Corporation
shall mail to each holder of  Preferred  Stock,  at least ten (10) days prior to
the date  specified  therein,  a notice  specifying  the date an which  any such
record is to be taken far the purpose of such dividend,  distribution  or right,
and the amount and character of ouch dividend, distribution or right.

         (j)  RESERVATION OF STOCK  ISSUABLE UPON  CONVERSION.  The  Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock,  solely for the purpose of effecting  the  conversion of
the shares of the Preferred Stock,  such number of its shares of Common Stock as
shall  from  time  to  time  be  sufficient  to  effect  the  conversion  of all
outstanding  shares of the  Preferred  Stock;  and if at any time the  number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the  conversion  of all then  outstanding  shares  of the  Preferred  Stock,  in
addition  to such other  remedies  as shall be  available  to the holder of such
Preferred  Stock, the Corporation will take such corporate action as may, in the
opinion of its counsel,  be necessary  to increase its  authorized  but unissued
shares of Common Stock to such number of shares as shall he sufficient  for such
purposes.

         (k) NOTICES. Any notice required by the provisions of this Section 4 to
be given to the holders of shares of  Preferred  Stock shall be deemed  given if
deposited in the United  States mail,  postage  prepaid,  and  addressed to each
holder  of  record  at  his  or  her  address  appearing  on  the  books  of the
Corporation.

         5. VOTING RIGHTS.  Except as otherwise  required by law, holders of the
Preferred Stock shall have no voting rights.

         6. REDEMPTION.  The Corporation shall redeem,  from any source of funds
legally available  therefor,  the Preferred Stock on such date as is three years
from the date of  issuance  of the  Preferred  Stock (the  "Series A  Redemption
Date"). The Corporation shall effect such redemption on the Original  Redemption
Date by paying in cash in  exchange  for the  shares  of  Preferred  Stock to be
redeemed  as sum  equal to  Original  Issue  Price  (as  adjusted  for any stock
dividends, combinations or splits with respect to such shares).

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

         (a) alter or change the rights, preferences or privileges or the shares
of Preferred Stock so as to affect adversely the shares;

         (b) increase or decrease  (other than by redemption or conversion)  the
total number of authorized shares of Preferred Stock;

         8. STATUS OF REDEEMED OR  CONVERTED  STOCK.  In the event any shares of
Preferred Stock shall be converted  pursuant to Section 4 hereof,  the shares so
redeemed  or  converted  may,  in the  discretion  of  the  Company's  Board  of
Directors, be canceled or issued by the Corporation.

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                  IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this
Certificate of Designation this 23rd day of April, 1999.

                                              COMPUTER MARKETPLACE, INC.



                                              By: /s/ L. WAYNE KILEY
                                                 -------------------------------
                                              Name:   L. Wayne Kiley
                                              Title:  President


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