CERTIFICATE OF DESIGNATION
                            SERIES A 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 A 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 A Preferred  Stock as
follows:

1.        Designation and Amount. Four Million Four Hundred Thousand (4,400,000)
          shares of the  Corporation's  authorized  preferred  stock are  hereby
          designated  as the Series A Preferred  Stock (the  "Series A Preferred
          Stock").
2.        Dividends.
        2.1       Cumulative Dividends.  The holders of Series A Preferred Stock
                  shall be  entitled  to receive  cumulative  dividends  payable
                  quarterly  in  cash  out  of  any  assets  legally   available
                  therefor,  prior  and  in  preference  to any  declaration  or
                  payment  of any  dividend  on any other  capital  stock of the
                  Corporation,  at a rate of $.0055774 per share. Such quarterly
                  dividend to be paid in arrears.  Such  dividends  shall accrue
                  from day to day on and after October 1, 2003.  Such  dividends
                  shall be  cumulative  so that if such  dividends in respect of
                  any previous or current quarterly dividend period, at the rate
                  determined  as  specified  above,  shall not have been paid or
                  declared  and a sum  sufficient  for the  payment  thereof set
                  aside,  the  deficiency  shall  first be fully paid before any
                  dividend  or other  distribution  shall be paid on or declared
                  and set apart for ay other capital  stock of the  Corporation.
                  Any  accumulation  of  dividends  on Series A Preferred  Stock
                  shall not bear or accrue interest. To the extent funds payable
                  under this  Section  2.1 exceed  $12,500 in any  quarter,  the
                  Corporation  shall  issue such  excess in shares of the Common
                  Stock which shall be valued  based upon the fair market  value
                  of the  Common  Stock  as  determined  in  good  faith  by the
                  Corporation's  Board of  Directors.  Alternatively,  within 90
                  days after being informed in writing by the Corporation that a
                  sum  sufficient to pay the dividend at the rate  determined as
                  specified  above in a  calendar  quarter is not  available,  a
                  holder of the Series A Preferred Stock may elect in writing to
                  receive any unpaid dividend  payable in such calendar  quarter
                  in shares of the  Corporation's  Common  Stock  which shall be
                  valued based upon the fair market value of the Common Stock as
                  determined by the Corporation's Board of Directors,  but in no
                  event shall the Common Stock  issuable  hereunder be valued at
                  less  than  $.75  per  share.  No  fractional  shares  of  the
                  Corporation's common stock shall be issued.  Fractional shares


                                       1
<PAGE>

                  shall be rounded up to whole shares. The Common Stock issuable
                  under  this  Section  2.1 (i) shall be  restricted  securities
                  within the  meaning of Rule 144 of the  Securities  Act ("Rule
                  144");  (ii) shall not be  registered;  and (iii) must be held
                  indefinitely  and that no transfer of such  securities  may be
                  made by the  holder  unless  (A)  such  securities  have  been
                  registered  under the Securities Act and any applicable  state
                  securities  laws,  or (B) an exemption  from  registration  is
                  available  under  applicable  state  securities  laws  and the
                  Securities  Act,  including in  accordance  with the terms and
                  conditions  of  Rule  144.   Furthermore,   the   certificates
                  representing  the Common Stock issuable under this Section 2.1
                  shall bear a legend  substantially  as  follows:  "The  Shares
                  represented by this certificate have not been registered under
                  the Securities  Act of 1933 or any applicable  state law. They
                  may not be  offered  for sale,  sold,  transferred  or pledged
                  without (1) registration  under the Securities Act of 1933 and
                  any  applicable  state law,  or (2) at  holder's  expense,  an
                  opinion   (satisfactory   to  the   Corporation)   of  counsel
                  (satisfactory  to the  Corporation)  that  registration is not
                  required.

         2.2      Common Stock Dividends.  No dividends other than those payable
                  solely in Common Stock of the Corporation shall be paid on any
                  Common Stock of the  Corporation  during any fiscal year until
                  dividends  due under  Section  2.1 on the  Series A shall have
                  been paid and set apart during that fiscal year.  If the Board
                  of  Directors  of the  Corporation  shall  declare a  dividend
                  payable upon the then  outstanding  shares of the Common Stock
                  of the  Corporation,  the  holders of the  Series A  Preferred
                  Stock shall be entitled to the amount of  dividends  per share
                  of the Series A Preferred  Stock as would be declared  payable
                  on the  largest  number of whole  shares of Common  Stock into
                  which  each  share of Series A  Preferred  Stock  held by each
                  holder thereof could be converted pursuant to the provision of
                  Section 5 hereof (such number determined as of the record date
                  for the  determination  of holders of Common Stock entitled to
                  receive such  dividend).

         2.3      The rights to  receive  dividends  under this  Section 2 shall
                  expire  upon  the  quarter   ending   December  31,  2006.

3.                Liquidation, Dissolution or Winding Up.

         3.1      Preference.  In the event of any  liquidation,  dissolution or
                  winding  up  of  the   Corporation,   whether   voluntary   or
                  involuntary, holders of each share of Series A Preferred Stock
                  shall  be  entitled  to be paid  first  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)  before  any  sums  shall be paid or any  assets  or
                  surplus funds  distributed  among the holders of Common Stock,
                  an amount  equal to $0.50 per share (as adjusted for any stock
                  dividend,  combination  or splits with respect to such shares)
                  of  Series  A  Preferred  Stock  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 A Preferred  Stock with  respect to such
                  liquidation, dissolution or winding up.

                                       2
<PAGE>

                  If the  assets of the  Corporation  shall be  insufficient  to
                  permit  the  payment  in  full  to  holders  of the  Series  A
                  Preferred  Stock  of the  preferential  amount  set  forth  in
                  Section  3.1,  then  the  entire  assets  of  the  Corporation
                  available for such distribution  shall be distributed  ratably
                  among  the  holders  of  the  Series  A  Preferred   Stock  in
                  accordance  with the aggregate  liquidation  preference of the
                  shares of Series A Preferred Stock held by each of them.
        3.2       Distributions  Other  than  Cash.  Whenever  the  distribution
                  provided for in this Section 3 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 A Preferred  Stock shall be entitled
                  to a  proportionate  share of any such  distribution as though
                  the holders of the Series A  Preferred  Stock were the holders
                  of the  number of shares  of Common  Stock of the  Corporation
                  into which each  shares of Series A  Preferred  Stock could be
                  converted pursuant to the provisions of Section 5 hereof.

4.                Voting  Power.  Except  as  otherwise  required  by  law or as
                  expressly  provided herein,  each holder of Series A Preferred
                  Stock shall be entitled to vote on all matters  that alter the
                  rights,  preferences  or  privileges of the Series A 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 A  Preferred  Shares.  On all such  matters,  each
                  holder of the Series A 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 A  Preferred
                  Stock  could  be  converted,  pursuant  to the  provisions  of
                  Section  5 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 A  Preferred  Stock and
                  Common Stock shall vote together as a single class on all such
                  matters.  The holders of Series A Preferred Stock shall not be
                  entitled  to vote as a separate  class or voting  group on any
                  plan or merger.

5.       Conversion  Rights.  The holders of the Series A Preferred  Stock shall
         have the following conversion rights:

         5.1      General.  Subject to and in compliance  with the provisions of
                  this Section 5, shares of Series A 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 on the following schedule: up to fifty percent of
                  the Series A Preferred  Stock  outstanding  as of the later of
                  July  18,  2003  and  the  closing  date  of the  transactions
                  contemplated  by that certain Asset Purchase  Agreement by and
                  between  the  Corporation  and  CNET  Networks,  Inc.  may  be
                  converted  prior to July 15, 2004; an  additional  twenty five
                  percent of the Series A Preferred Stock  outstanding as of the


                                       3
<PAGE>

                  later  of  July  18,  2003  and  the   closing   date  of  the
                  transactions  contemplated  by  that  certain  Asset  Purchase
                  Agreement by and between the  Corporation  and CNET  Networks,
                  Inc.  may  be  converted  prior  to  July  15,  2005;  and  no
                  limitations  thereafter.  No fractional shares of Common Stock
                  will be issuable upon conversion of Series A Preferred  Stock.
                  The  number of  shares  of  Common  Stock to which a holder of
                  Series A Preferred  Stock shall be  entitled  upon  conversion
                  shall be based on a one-to-one basis.
                  5.2      Mandatory Conversion.
                           (a)  Conversion  Upon  Merger,  Consolidation,  Share
                                Exchange or Sale of Assets.  All the outstanding
                                shares of Series A Preferred Stock shall, at the
                                option  of  the  Corporation  and  upon  written
                                notice to the holders thereof given no less than
                                30 days  prior to the  closing  of a  merger  or
                                consolidation  of the  Corporation  with or into
                                another Corporation,  share exchange or the sale
                                of all or substantially all of the Corporation's
                                assets  to  any  other  person,   be  converted,
                                effective upon such closing,  into the number of
                                shares  of  Common  Stock to  which a holder  of
                                Series A Preferred  Stock shall be entitled upon
                                conversion   pursuant  to  Section   5.1.   Such
                                conversion  shall  occur  automatically  on  the
                                effective date of such event without any further
                                action by such  holders  and  whether or not the
                                certificates   representing   such   shares  are
                                surrendered  to the  Corporation or its transfer
                                agent  for the  Common  Stock,  except  that any
                                holder may elect to have such holder's  Series A
                                shares  redeemed  at the  liquidation  value  by
                                sending   a   notice   of   redemption   to  the
                                Corporation  at any time prior to the expiration
                                of the 30 day  notice.  Nothing in this  Section
                                5.2, however, shall limit or in any way restrict
                                the rights of the  holders of shares of Series A
                                Preferred  Stock to  convert  such  shares  into
                                shares of Common  Stock at any time  pursuant to
                                section 5.1 immediately  above.  Notwithstanding
                                any other  provision of this  subparagraph,  the
                                occurrence of a merger or  consolidation  of the
                                Corporation  with or into  another  corporation,
                                share   exchange   or   the   sale   of  all  or
                                substantially all of the Corporation's assets to
                                any  other  person,  shall not be  considered  a
                                liquidation,  dissolution  or  winding up of the
                                Corporation under Section 3 of this Certificate.
                                (a)
                           (b)  Surrender of  Certificates.  Upon the occurrence
                                of a  conversion  specified in this Section 5.2,
                                the  holder  of such  Series A  Preferred  Stock
                                shall  surrender the  certificates  representing
                                such shares at the office of the  Corporation or
                                of its  transfer  agent  for the  Common  Stock.
                                Thereupon, the Corporation or its transfer agent
                                shall   issue  and  deliver  to  such  holder  a
                                certificate  or  certificates  for the number of
                                shares of Common  Stock into which the shares of
                                the Series A Preferred  Stock  surrendered  were
                                convertible on the date on which such conversion
                                occurred. The Corporation shall not be obligated


                                       4
<PAGE>

                                to issue  certificates  evidencing the shares of
                                Common  Stock  issuable  upon  such   conversion
                                unless  certificates  evidencing  such shares of
                                the Series A Preferred Stock being converted are
                                either  delivered to the Corporation or any such
                                transfer  agent  or  the  holder   notifies  the
                                Corporation or any such transfer agent that such
                                certificates have been lost, stolen or destroyed
                                and  executes an agreement  satisfactory  to the
                                Corporation  to indemnify the  Corporation  from
                                any loss incurred by it in connection therewith.
                  5.3   Anti-Dilution  Protections.  If at any time  during  the
                        three-and-a-half  -year  period  subsequent  to July 18,
                        2003 Purchaser increases its equity through the issuance
                        of  additional  shares of Common  Stock with a per share
                        price of less  than  $.75  per  share,  then  additional
                        shares of  Series A  Preferred  Stock  will be issued to
                        CNET Networks,  Inc. and to its  transferees of Series A
                        Preferred  Stock on a pro rata basis to insure that each
                        such  holders'  respective  ratios of Series A Preferred
                        Stock to outstanding Common Stock before such additional
                        issuance is the same as such holders'  ratio of Series A
                        Preferred   Stock  to  Common   Stock   after  any  such
                        additional issuance.  The provisions of this Section 5.3
                        shall  expire on the date on which (i)  pursuant to this
                        Section 5.3 the  Corporation  issues twice the number of
                        shares  of  Preferred  Stock  initially  issued  to CNET
                        Networks,   Inc.  (as  adjusted  for  stock   dividends,
                        combinations  or splits with  respect to such shares) or
                        (ii)  one-third  of the  Series A  Preferred  Stock  (as
                        adjusted  for stock  dividends,  combinations  or splits
                        with  respect to such shares)  initially  issued to CNET
                        Networks,   Inc.  and  its   transferees  is  no  longer
                        outstanding

                  5.4   Recapitalization  or  Reclassification.  If  the  Common
                        Stock  issuable  upon  the  conversion  of the  Series A
                        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 A  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 A Preferred  Stock  might have been  converted
                        immediately     prior     to     such     reorganization
                        reclassification  or  change,  all  subject  to  further
                        adjustment as provided  herein.
                  5.5   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
                        A  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.

                                       5
<PAGE>

                  5.6   Exercise  of   Conversion   Privilege.   To  exercise  a
                        conversion  privilege,  a holder of  Series A  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  A
                        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  A  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 A 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  A  Preferred   Stock  in  accordance   with  the
                        provisions of this Section 5.6,  and (ii) cash in the
                        amount of accrued and unpaid dividends on such shares of
                        Series A  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 A 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.
                  5.7   Partial Conversion. In the event some but not all of the
                        shares  of Series A  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  A  Preferred  Stock  that  were  not
                        converted
                  5.8   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 A 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 A 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 A 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.

                                       6
<PAGE>

6.       Protective Provisions. In addition to any other rights provided by law,
         so long as at least twenty (20) percent of the Series A Preferred Stock
         designated   and  authorized   hereunder   remains   outstanding,   the
         Corporation  shall not, without first obtaining the affirmative vote or
         written  consent of the  holders of not less than a majority  in voting
         interest of such outstanding shares of Series A Preferred Stock, voting
         together as a single class:
                  6.1   amend or repeal any  provision  of, or add any provision
                        to, the  Corporation's  Certificate of  Incorporation or
                        Bylaws if such action  would alter or change the rights,
                        preferences,  or privileges of, or restrictions provided
                        for the benefit of, the outstanding Preferred Stock; or
                  6.2   authorize  or issue  shares of any class of stock having
                        any preference or priority as to dividends,  liquidation
                        preference  or assets  superior to or on parity with any
                        such preference or priority of the outstanding  Series A
                        Preferred  Stock, or authorized or issue shares of stock
                        of any class or any  bonds,  debentures,  notes or other
                        obligations  convertible  into or  exchangeable  for, or
                        having option rights to purchase, any shares of stock of
                        the Corporation  having any preference or priority as to
                        dividends,  liquidation preference or assets superior to
                        or on a parity with any such  preference  or priority of
                        the outstanding Series A Preferred Stock: or
                  6.3   issue  additional  shares of Series A Preferred Stock to
                        entities  other  than  CNET   Networks,   Inc.  and  its
                        transferees.

         Authorized signature:

         Dated: July 16, 2003


         /s/ WING YU
         ------------------------
         Wing Yu
         Chief Executive Officer
         FinancialContent, Inc.








                                       7