CERTIFICATE OF DESIGNATION
SERIES B PREFERRED STOCK

FINANCIALCONTENT, INC.

         FinancialContent,  Inc., a Delaware  corporation  (the  "Corporation"),
certifies that pursuant to the authority contained in Article IV of its Articles
of  Incorporation,  and in  accordance  with the provision of Section 151 of the
Delaware General Corporate Law, its Board of Directors has adopted the following
resolution creating a series of its $0.001 par Preferred Stock:

         RESOLVED,  that,  pursuant  to  authority  conferred  upon the Board of
Directors  by the Articles of  Incorporation  of the  Corporation,  the Board of
Directors  hereby  authorizes  the issuance of a Series B Convertible  Preferred
Stock of the Corporation and hereby  designates,  pursuant to Section 151 of the
Delaware   General   Corporate   Law,  the  rights,   preferences,   privileges,
restrictions  and other  matters  relating to such  Series B Preferred  Stock as
follows:

1.        Designation  and  Amount.  Two  Million   (2,000,000)  shares  of  the
          Corporation's  authorized preferred stock are hereby designated as the
          Series B Preferred Stock (the "Series B Preferred Stock").
2.        Liquidation, Dissolution or Winding Up.
          2.1     Preference.  In the event of any  liquidation,  dissolution or
                  winding  up,   including  a  merger  or   acquisition  of  the
                  Corporation   ("Liquidating  Event"),   whether  voluntary  or
                  involuntary, holders of each share of Series B Preferred Stock
                  shall be  entitled  to be paid out of the  assets  or  surplus
                  funds of the Corporation legally available for distribution to
                  holders  of the  Corporation's  capital  stock of all  classes
                  (whether such assets a are capital,  surplus, or earnings) and
                  subject to the  liquidating  preference  of the holders of the
                  Series A Preferred  Stock and before any sums shall be paid or
                  any assets or surplus funds  distributed  among the holders of
                  Common Stock,  an amount equal to $1.50 per share (as adjusted
                  for any stock dividend,  combination or splits with respect to
                  such  shares) of Series B Preferred  Stock if the  liquidating
                  event is  concluded  on or before  June 30,  2004 or $0.75 per
                  share (as  adjusted  for any stock  dividend,  combination  or
                  splits  with  respect to such  shares)  of Series B  Preferred
                  Stock if the  liquidating  event is  concluded  after June 30,
                  2004 plus an amount equal to all accrued and unpaid  dividends
                  thereon if any,  computed  up to and  including  the date full
                  payment  shall be  tendered  to the  holders  of the  Series B
                  Preferred Stock with respect to such liquidation,  dissolution
                  or winding up.

                  If the  assets of the  Corporation  shall be  insufficient  to
                  permit  the  payment  in  full  to  holders  of the  Series  B
                  Preferred  Stock  of the  preferential  amount  set  forth  in
                  Section  2.1,  then  the  entire  assets  of  the  Corporation
                  available for such distribution  shall be distributed  ratably
                  among  the  holders  of  the  Series  B  Preferred   Stock  in
                  accordance  with the aggregate  liquidation  preference of the
                  shares of Series B Preferred Stock held by each of them.

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        2.2       Distributions  Other  than  Cash.  Whenever  the  distribution
                  provided for in this Section 2 shall be paid in property other
                  than cash,  the value of such  distribution  shall be the fair
                  market value of such  property as  determined in good faith by
                  the Board of Directors of the Corporation.  In each such case,
                  the holders of the Series B Preferred  Stock shall be entitled
                  to a  proportionate  share of any such  distribution as though
                  the holders of the Series B  Preferred  Stock were the holders
                  of the  number of shares  of Common  Stock of the  Corporation
                  into which each  shares of Series B  Preferred  Stock could be
                  converted pursuant to the provisions of Section 4 hereof.

3.       Voting  Power.  Except as  otherwise  required  by law or as  expressly
         provided  herein,  each  holder of Series B  Preferred  Stock  shall be
         entitled to vote on all matters that alter the rights,  preferences  or
         privileges of the Series B Preferred Shares,  increases or decreases in
         the  authorized  number of shares of preferred  shares or common shares
         authorized  by the  Corporation,  or the  creation of a class or series
         senior to the Series B  Preferred  Shares.  On all such  matters,  each
         holder of the  Series B  Preferred  Shares  shall be  entitled  to that
         number of votes  equal to the number of votes that would be accorded to
         the  largest  number of whole  shares of Common  Stock  into which such
         holder's  shares  of  Series B  Preferred  Stock  could  be  converted,
         pursuant  to the  provisions  of Section 4 of this  Certificate  at the
         record date for the  determination of shareholders  entitled to vote on
         such matter or, if no such record date is established, at the date such
         vote is taken or any written consent of shareholders is solicited.  The
         holders of the Series B  Preferred  Stock and Common  Stock  shall vote
         together as a single class on all such matters. The holders of Series B
         Preferred  Stock shall not be  entitled to vote as a separate  class or
         voting group on any plan or merger. 4. Conversion  Rights.  The holders
         of the Series B  Preferred  Stock shall have the  following  conversion
         rights: 1.
         4.1      General.  Subject to and in compliance  with the provisions of
                  this Section 4, shares of Series B Preferred Stock may, at the
                  option of the holder, be converted at any time or from time to
                  time into fully paid and  nonassessable  whole shares (rounded
                  down as to each  conversion  to the  nearest  whole  share) of
                  Common  Stock.  No  fractional  shares of Common Stock will be
                  issuable  upon  conversion  of Series B Preferred  Stock.  The
                  number of shares of Common Stock to which a holder of Series B
                  Preferred  Stock shall be entitled  upon  conversion  shall be
                  based on a one-to-one basis.
         4.2      Recapitalization  or  Reclassification.  If the  Common  Stock
                  issuable upon the  conversion of the Series B Preferred  Stock
                  shall be changed into the same or  different  number of shares
                  of any class or classes of stock of the  Corporation,  whether
                  by recapitalization,  reclassification or otherwise other than
                  a  reorganization,  merger,  consolidation or sale of assets),
                  then and in each such event the holder of each share of Series
                  B Preferred  Stock shall have the right  thereafter to convert
                  such  share  into the kind and  amount  of shares of stock and
                  other   securities   and   property   receivable   upon   such
                  reorganization,  reclassification,  or other change by holders
                  of the number of shares of Common  Stock into which such share
                  of  Series  B  Preferred   Stock  might  have  been  converted
                  immediately prior to such  reorganization  reclassification or
                  change, all subject to further adjustment as provided herein.

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         4.3      Certificate as to  Adjustments.  In each case of an adjustment
                  or  readjustment  of  the  Applicable   Conversion  Rate,  the
                  Corporation  will  furnish  each  holder of Series B Preferred
                  Stock  with  a   certificate   showing  such   adjustment   or
                  readjustment,  and stating in reasonable detail the facts upon
                  which such adjustment or readjustment is based.
         4.4      Exercise of  Conversion  Privilege.  To exercise a  conversion
                  privilege,   a  holder  of  Series  B  Preferred  Stock  shall
                  surrender the  certificate or  certificates  representing  the
                  shares being  converted to the  Corporation  at its  principal
                  office,  and shall give written  notice to the  Corporation at
                  the office that such holder elects to convert such shares. The
                  certificate  or  certificates  for share of Series B Preferred
                  Stock  surrendered  for  conversion  shall be  accompanied  by
                  proper assignment  thereof to the Corporation or in blank. The
                  date when such written notice is received by the  Corporation,
                  together with the certificate or certificates representing the
                  shares of Series B  Preferred  Stock being  converted,  is the
                  "Conversion  Date."  As  promptly  as  practicable  after  the
                  Conversion  Date, the  Corporation  shall issue and deliver to
                  the holder of the  shares of Series B  Preferred  Stock  being
                  converted  (i)  such  certificate  or  certificates  as it may
                  request  for the  number  of  whole  shares  of  Common  Stock
                  issuable  upon  the  conversion  of such  shares  of  Series B
                  Preferred  Stock in  accordance  with the  provisions  of this
                  Section 5.5, and (ii) cash in the amount of accrued and unpaid
                  dividends on such shares of Series B Preferred  Stock, if any,
                  computed up to and including the  Conversion  Date, if legally
                  payable by the Corporation. Such conversion shall be deemed to
                  have been effected  immediately prior to the close of business
                  on the  Conversion  Date,  and at such time the  rights of the
                  holder of he  converted  shares of  Series B  Preferred  Stock
                  shall  cease and the  person or person in whose  name or names
                  any  certificate  or  certificates  for shares of Common Stock
                  shall be issuable upon such conversion shall be deemed to have
                  become the holder or holders of record of the shares of Common
                  Stock represented thereby.
         4.5      Partial  Conversion.  In the  event  some  but  not all of the
                  shares  of  Series  B  Preferred   Stock   represented   by  a
                  certificate  or  certificates  surrendered  by  a  holder  are
                  converted,  the  Corporation  shall execute and deliver to the
                  holder a new certificate  representing the number of shares of
                  Series B Preferred Stock that were not converted
         4.6      Reservation  of Common  Stock.  The  Corporation  shall at all
                  times  reserve and keep  available out of its  authorized  but
                  unissued  shares of Common  Stock,  solely for the  purpose of
                  effecting  the  conversion  of  the  shares  of the  Series  B
                  Preferred Stock,  such number of its shares of Common Stock as
                  shall from time to time be sufficient to effect the conversion
                  o all outstanding  shares of the Series B Preferred  Stock. If
                  at any time the number of  authorized  but unissued  shares of
                  Common Stock shall not be sufficient to effect the  conversion
                  of all then outstanding shares of the Series B Preferred Stock
                  the  Corporation  shall  take such  corporate  actions  may be
                  necessary to increase its  authorized  but unissued  shares of
                  Common  Stock to such number of shares as shall be  sufficient
                  for such purpose.

         Authorized signature:

         Dated:____________

         ----------------------
         Wing Yu
         Chief Executive Officer
         FinancialContent, Inc.

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